AMENDED  AND  RESTATED
AGREEMENT  AND  PLAN  OF  MERGER

by  and  among

POINTE  COMMUNICATIONS  CORPORATION,
POINTE  ACQUISITION,  CORP.,
AND
TELSCAPE  INTERNATIONAL,  INC.

Dated as of December 31, 1999

AMENDED  AND  RESTATED
AGREEMENT  AND  PLAN  OF  MERGER

THIS  AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this Agreement) is made
as  of  December  31,  1999,  by  and among Pointe Communications Corporation, a
Nevada  corporation (PointeCom), Pointe Acquisition, Corp., a Nevada corporation
that  is  a wholly owned subsidiary of Telscape International, Inc. (Newco), and
Telscape  International,  Inc.,  a  Texas  corporation  (the  Company).

WHEREAS,  the respective Boards of Directors of PointeCom, Newco and the Company
(collectively referred to as the Constituent Corporations) deem it advisable and
in  the  best  interests  of  the  Constituent Corporations and their respective
stockholders  that  Newco  merge  with  and  into  PointeCom  (the  Merger); and

WHEREAS,  the  Boards of Directors of the Constituent Corporations have approved
and  adopted this Agreement as a plan of reorganization within the provisions of
Section  368 of the Internal Revenue Code of 1986, as amended (the Code, and the
Treasury  Regulations  thereunder);

NOW,  THEREFORE,  in consideration of the premises and of the mutual agreements,
representations,  warranties,  provisions  and  covenants  contained herein, the
parties  hereto,  intending  to  be  legally  bound,  agree  as  follows:

ARTICLE  I.  DEFINITIONS

1.1.  Definitions.  Capitalized  terms  used  in  this  Agreement shall have the
following  meanings:

Acquisition  Proposal  means  with  respect  to  any Person, a proposal or offer
(including,  without  limitation,  any proposal or offer to stockholders of such
Person)  with respect to a merger, acquisition, consolidation, recapitalization,
liquidation, tender offer or exchange offer or similar transaction involving, or
any  purchase  of  25%  or  more  of  the  consolidated assets of, or any equity
interest representing 25% or more of the outstanding shares of capital stock in,
such  Person.


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Affiliate  of, or Affiliated with, a specified Person or entity means any entity
directly  or  indirectly  controlling, controlled by or under direct or indirect
common  Control  with such specified Person and includes, but is not limited to,
(a)  any  Person  who  is  a director or beneficial owner of at least 5% of such
Persons  equity securities, (b) any Person of which such specified Person or any
Affiliate  of  such  specified  Person  owns at least 10% of such Persons equity
securities  or  (c) family members of any such Person specified in clause (a) or
(b).

Agreement has the meaning set forth in the first paragraph of this Agreement and
also  includes  the  Schedules  and  Exhibits  hereto.

Balance  Sheet  Date  has  the  meaning  set  forth  in  Section  5.9.

Business  Days  means  Monday through Friday of each calendar week, exclusive of
federal  holidays.

Class  C  Convertible  Senior  Preferred  Stock  means the preferred stock to be
issued  by  the
Company,  par  value  $0.001,  upon  conversion  of  the  Note,  pursuant to the
Certificate  of  Designation  attached  hereto  as  Exhibit  A.

Closing  has  the  meaning  set  forth  in  Article  IV.

Closing  Date  has  the  meaning  set  forth  in  Article  IV.

Code  has  the  meaning  set  forth  in  the  third paragraph of this Agreement.

Company  has  the  meaning  set  forth in the first paragraph of this Agreement.

Company  Class  D  Convertible  Senior Preferred Stock means the preferred stock
issued  by  the Company, par value $0.001 having the same rights and preferences
as  the  PointeCom  Class  A  Preferred  Stock.

Company  Class  E  Convertible  Senior Preferred Stock means the preferred stock
issued  by  the Company, par value $0.001 having the same rights and preferences
as  the  PointeCom  Class  B  Preferred  Stock.

Company  Common  Stock  means the common stock of the Company, $0.001 par value,
per  share.

Company  Permits  has  the  meaning  set  forth  in  Section  5.14.

Company  Preferred  Stock means the Company Class D Convertible Senior Preferred
Stock  and the Company Class E Convertible Senior Preferred Stock, collectively.


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Company  Third Party means any Person (or group of Persons) other than PointeCom
or  its  respective  Affiliates.

Competitive  Business  means any business that competes with the business of the
Company  as  conducted  at the Effective Time or the businesses of PointeCom and
the  Surviving  Corporation  as  conducted  or  proposed  to be conducted at the
Effective  Time.

Constituent  Corporations  has  the meaning set forth in the second paragraph of
this  Agreement.

Control  (including,  with  its  correlative  meanings,  controlled by and under
common  control  with)  means  possession,  directly  or indirectly, of power to
direct  or  cause  the  direction  of  management  or  policies (whether through
ownership  of securities or other ownership interests, by contract or otherwise)
of  any  Person.

Dissenting  Shares  has  the  meaning  set  forth  in  Section  3.3.

Effective  Time  has  the  meaning  set  forth  in  Section  2.2.

Encumbrances  means  all  liens,  encumbrances,  mortgages,  pledges,  security
interests,  conditional  sales  agreements, charges, options, preemptive rights,
rights  of  first  refusal,  reservations, restrictions or other encumbrances or
defects  in  title.

Employee  benefit  plan  has  the  meaning  set  forth  in  Section  5.20.

Environmental,  Health and Safety Laws means any federal, state or local Law now
or  hereafter  in  effect  which  are  binding  on  any  of  the parties hereto,
including,  without  limitation,  any  judicial or administrative interpretation
thereof,  any  judicial  or administrative order, consent decree or judgment, or
agreement  with  any Governmental Authority, relating to (a) pollution, exposure
to oil, pollutants, contaminants, hazardous or toxic materials or waste, (b) the
protection,  preservation  or  restoration  of  the  environment, including laws
relating  to  exposures  to,  or  emissions,  discharges, releases or threatened
releases  of  oil,  pollutants,  contaminants,  hazardous  or toxic materials or
wastes  into  ambient  air,  surface  water,  ground  water  or  land surface or
subsurface  strata  or (c)  the manufacture, processing, labeling, distribution,
use,  treatment,  storage,  transport,  handling or disposal of oil, pollutants,
contaminants,  hazardous  or  toxic  materials  or  wastes  or  relating  to the
environment,  plant  and  animal  life,  natural  resources or health, safety or
any Hazardous Substance. Environmental, Health and Safety Laws  include, without
limitation, (i) the Federal Comprehensive  Environmental  Response  Compensation
and  Liability  Act  of  1980 (CERCLA), 42 U.S.C.  9601 et  seq.,  the  Resource
Conservation and Recovery Act,  42  U.S.C.  6901  et  seq.,  the  Federal  Water
Pollution  Control  Act,  33  U.S.C.  1251 et seq., the Toxic Substances Control
Act,  15 U.S.C.  2601 et seq., the Clean Air Act, 42 U.S.C. 7401  et  seq.,  the
Safe  Drinking  Water  Act,  42  U.S.C.  300f et seq., the  Hazardous  Materials
Transportation  Act,  49  U.S.C.  5101 et seq., the Atomic Energy Act, 42 U.S.C.
2011  et  seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C.
136 et seq., and the Occupational Safety and Health Act,  29 U.S.C. 651 et seq.,


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in each case as amended from time to time, and any other federal, state or local
Laws  now or hereafter relating to any of the foregoing,  and  (ii)  any  common
law or equitable doctrine (including, without limitation,  injunctive relief and
tort  doctrines  such  as  negligence,  nuisance, trespass and strict liability)
that  may  impose  liability  or  obligations for injuries or damages due to, or
threatened  as  a  result  of,  the  presence  of, effects of or exposure to any
Hazardous  Substance.

ERISA  has  the  meaning  set  forth  in  Section  5.20.

ERISA  Affiliate  has  the  meaning  set  forth  in  Section  5.20.

Financial  Statements  has  the  meaning  set  forth  in  Section  5.9.

GAAP  means generally accepted accounting principles as currently applied by the
respective  party  on a basis consistent with preceding years and throughout the
periods  involved.

Governmental  Authority  means  any federal, state, local or foreign government,
political
subdivision  or  governmental  or  regulatory  authority, agency, board, bureau,
commission,  instrumentality  or  court  or  quasi-governmental  authority.

Hazardous  Substances  means any substance presently listed, defined, designated
or  classified  as  hazardous,  toxic,  radioactive  or  dangerous, or otherwise
regulated,  under  any  Environmental, Health or Safety Law.  The term Hazardous
Substances  includes,  without  limitation,  any  substance to which exposure is
regulated  by  any Governmental Authority or any Environmental, Health or Safety
Law  including,  without  limitation,  any  toxic waste, pollutant, contaminant,
hazardous substance, toxic substance, hazardous waste, special waste, industrial
substance  or  petroleum  or  any  derivative  or  by-product  thereof,
radon,  radioactive  material,  asbestos  or  asbestos containing material, urea
formaldehyde  foam  insulation,  lead  or  polychlorinated  biphenyls.

Interim  Balance  Sheet  has  the  meaning  set  forth  in  Section  5.9.

Interim  Financial  Statements  has  the  meaning  set  forth  in  Section  5.9.

Law  or  Laws means any and all federal, state, local or foreign statutes, laws,
ordinances,
proclamations,  code,  regulations,  legal  doctrine,  published  requirements,
orders, decrees, judgments, injunctions and rules of any Governmental Authority,
including,  without  limitation,  those  covering  environmental,  Tax,  energy,
safety,  health, transportation, bribery, recordkeeping, zoning, discrimination,
antitrust  and wage and hour matters, in each case as amended and in effect from
time  to  time.

Loss  or  Losses means all liabilities, losses, claims, damages, actions, suits,
proceedings,  demands,  assessments,  adjustments,  fees,  costs  and  expenses
(including specifically, but  without  limitation, reasonable attorneys fees and
costs and expenses of investigation),  net  of  income  Tax effects with respect
thereto  (including,  without  limitation,  income  Tax  benefits  recognized in


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connection  therewith  and  income  Taxes  upon  any  indemnification  recovery
thereof).

Material  Adverse Effect means, with respect to any Person, any material adverse
effect  on the financial condition, business, assets or results of operations of
such  person  and  its  subsidiaries,  taken  as  a  whole.

Merger  Consideration  has  the  meaning  set  forth  in  Section  3.1.

Merger  Filing  has  the  meaning  set  forth  in  Section  2.2.

Merger  has  the  meaning  set  forth in the second paragraph of this Agreement.

NASDAQ  means  a  national  securities market run by the National Association of
Securities  Dealers.

Newco  has  the  meaning  set  forth  in  the first paragraph of this Agreement.

Newco  Common  Stock  has  the  meaning  set  forth  in  Section  5.6.

Note  means  the  12%  Convertible  Promissory  Note issued by the Company in an
original  principal amount of $10,000,000 in connection with the PointeCom Loan,
a  copy  of  which  is  attached  hereto  as  Exhibit  B.

NRS  means  the  Nevada  Revised  Statutes,  as  amended.

1933  Act  means  the  Securities  Act  of  1933,  as amended, and the rules and
regulations  promulgated  thereunder.

1934  Act  means  the Securities Exchange Act of 1934, as amended, and the rules
and  regulations  promulgated  thereunder.

Organizational  Documents  shall  mean,  with  respect  to  a  corporation,  the
certificate  of  incorporation  or  articles of incorporation and bylaws of such
corporation.

Permitted  Encumbrances  means  (a)  any  Encumbrances  reserved  against in the
Interim Balance Sheet, (b) Encumbrances for property or ad valorem Taxes not yet
due  and  payable  or which are being contested in good faith and by appropriate
proceedings  if  adequate  reserves  with  respect thereto are maintained on the
Company's  books  in  accordance  with GAAP, (c) obligations under operating and
capital leases described in Schedule 5.12, and (d) statutory liens or landlords,
carriers, warehousemans, mechanics, suppliers, materialmens, repairmens or other
like  Encumbrances  arising  in  the  ordinary
course  of  business.

Person means any natural person, corporation, partnership, proprietorship, other


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business organization, trust,  union,  association  or  Governmental  Authority,
whether incorporated  or  unincorporated.

Plan  has  the  meaning  set  forth  in  Section  5.20.

PointeCom  has  the  meaning set forth in the first paragraph of this Agreement.

PointeCom  Balance  Sheet  Date  has  the  meaning  set  forth  in  Section 6.6.

PointeCom Class A Preferred Stock means the Class A Convertible Senior Preferred
Stock  of  PointeCom, par value $0.01 per share, issued pursuant to that certain
Certificate  of Designations of Pointe Communications Corporation filed with the
Secretary  of  State  of  Nevada  on  May  11,  1999.

PointeCom Class B Preferred Stock means the Class B Convertible Senior Preferred
Stock  of  PointeCom, par value $0.01 per share, issued pursuant to that certain
Certificate  of Designations of Pointe Communications Corporation filed with the
Secretary  of  State  of  Nevada  on  September  7,  1999.

PointeCom  Common  Stock  means  PointeCom's common stock, $.00001 par value per
share.

PointeCom  ERISA  Affiliate  has  the  meaning  set  forth  in  Section  6.24.

PointeCom  Financial  Statements  has  the  meaning  set  forth  in Section 6.6.

PointeCom  Interim  Balance  Sheet  has  the  meaning  set forth in Section 6.6.

PointeCom Interim Financial Statements has the meaning set forth in Section 6.6.

PointeCom  Loan  has  the  meaning  set  forth  in  Section  7.10.

PointeCom  Permits  has  the  meaning  set  forth  in  Section  6.10.

PointeCom  Plan  has  the  meaning  set  forth  in  Section  6.24.

PointeCom  Preferred  Stock  means the PointeCom Class A Preferred Stock and the
PointeCom  Class  B  Preferred  Stock,  collectively.

PointeCom  Third  Party  means  any  Person  (or  group  of  Persons) other than
PointeCom  or  its  respective  Affiliates.

PointeCom  Year-End  Financial  Statements  has the meaning set forth in Section
6.6.

Qualified  Plans  has  the  meaning  set  forth  in  Section  5.20.


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Qualified  PointeCom  Plans  has  the  meaning  set  forth  in  Section  6.24.

Registration  Rights  Agreement means that certain Registration Rights Agreement
attached  hereto  as  Exhibit  C.

Registration  Statement  has  the  meaning  set  forth  in  Section  7.10.

Requisite  Stockholder  Approval  means,  with  respect  to  the  Company,  the
affirmative  vote  of  a  majority  of  the holders of the outstanding shares of
Company  Common  Stock  in  favor  of  (a) approval of the issuance of shares of
Company  Common  Stock and Company Preferred Stock in connection with the Merger
as  provided in this Agreement in accordance with the rules of NASDAQ and (b) an
amendment  to  the  Company's  certificate  of  incorporation  to  increase  the
authorized capital stock of the Company (including designation of the rights and
preferences for Company Class D and E Senior Preferred Stock) in accordance with
the  Texas  Business  Corporation  Act;  or  with  respect  to  PointeCom,  the
affirmative vote of a majority of the holders of outstanding shares of PointeCom
capital  stock in favor of the adoption of this Agreement in accordance with the
NRS.

SEC  means  the  Securities  and  Exchange  Commission.

Subsidiary means, as to a particular parent business entity, any business entity
of  which 50% or more of the indicia of equity rights is at the time directly or
indirectly  owned  by  the  parent  or  by  one  or  more Persons controlled by,
controlling  or  under  common  control  with  the  parent.

Surviving  Corporation  has  the  meaning  set  forth  in  Section  2.1.

Surviving  Securities  means the warrants, options and other rights of PointeCom
as  defined  in  Section  3.4.

Taxes  has  the  meaning  set  forth  in  Section  5.22.

Transaction Documents shall refer to this Agreement and any other agreements and
documents  to  be  executed  and delivered pursuant to this Agreement by a party
hereto.

Warrant  Agreement  means  that  certain  Warrant  Agreement  attached hereto as
Exhibit  D.

Warrants  shall  mean  the  warrants of the Company to be issued pursuant to the
Warrant  Agreement.

Year-End  Financial  Statements  has  the  meaning  set  forth  in  Section 5.9.

Year  2000  Compliant  has  the  meaning  set  forth  in  Section  5.28.


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1.2.  Interpretation.  For  all  purposes of this Agreement, except as otherwise
expressly  provided  or  unless  the  context  otherwise  requires:

(a) the terms defined in Section 1.1 and elsewhere in this Agreement include the
plural  as  well  as  the  singular;

(b) all accounting terms not otherwise defined herein have the meanings ascribed
to  them  in  accordance  with  GAAP;

(c)  the  words  herein, hereof, and hereunder and other words of similar import
refer  to  this
Agreement  as  a  whole  and  not  to  any  particular Article, Section or other
subdivision;

(d)  as used herein, the words knowledge or known shall, (i) with respect to the
Company  or Newco, mean the actual knowledge of the corporate executive officers
of  the Company or Newco, respectively, in each case after such individuals have
made  due  and  diligent  inquiry as to the matters which are the subject of the
statements which are known by the Company or Newco, respectively, or made to the
knowledge  of  the  Company  or  Newco,  respectively,  and (ii) with respect to
PointeCom,  mean  the  actual  knowledge  of the corporate executive officers of
PointeCom,  in  each  case  after  such  individuals  have made due and diligent
inquiry  as  to  the  matters  which are the subject of the statements which are
known  by  PointeCom  or  made  to  the  knowledge  of  PointeCom;  and

(e) disclosure of any matter in a Schedule shall not be deemed an admission that
such  matter  is  material.

ARTICLE  II.  THE  MERGER  AND  THE  SURVIVING  CORPORATION

2.1.  The  Merger.  Upon  the  terms  and  subject  to  the  conditions  of this
Agreement,  at the Effective Time, Newco shall be merged with and into PointeCom
and the separate existence of Newco shall thereupon cease in accordance with the
NRS.  PointeCom  shall  be  the surviving corporation in the Merger (hereinafter
sometimes  referred  to  as  the  Surviving  Corporation).

2.2.  Effective  Time  of  the  Merger.  The  Merger shall become effective (the
Effective  Time) at 1:59 p.m., Nevada time, on June 30, 2000, or such other time
and date mutually agreeable to the parties hereto and stated in a certificate of
merger,  in  a form mutually acceptable to PointeCom and the Company, filed with
the  Secretary  of  State of the State of Nevada in accordance with the NRS (the
Merger  Filing).  The Merger Filing shall be made simultaneously with or as soon
as  practicable  after  the Closing.  The Surviving Corporation may, at any time
after  the  Effective  Time, take any action (including executing and delivering
any  document)  in  the name and on behalf of the Company, Newco or PointeCom in
order  to  carry  out  and  effectuate  the  transactions  contemplated  by this
Agreement.

2.3.  Certificate  of  Incorporation, Bylaws and Board of Directors of Surviving
Corporation.


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As  a  result  of  the  Merger  and  at  the  Effective  Time:

(a)  The Certificate of Incorporation of PointeCom in effect on the date hereof,
shall  become  the  Certificate  of  Incorporation of the Surviving Corporation.
After  the  Effective  Time,  the  Certificate of Incorporation of the Surviving
Corporation  may  be amended in accordance with its terms and as provided in the
NRS.

(b)  The  Bylaws  of  PointeCom  in  effect on the date hereof, shall become the
Bylaws of the Surviving Corporation, and thereafter may be amended in accordance
with  their  terms  and  as  provided by the Certificate of Incorporation of the
Surviving  Corporation  and  the  NRS.

(c)  Upon  consummation  of  the Merger, the Board of Directors of the Surviving
Corporation  shall  consist of nine members, of which six members shall be named
by  PointeCom  and  three  members  shall  be  named  by  the  Company  and such
individuals shall serve in such positions until their respective successors have
been  duly  elected  or  appointed  and  qualified or until their earlier death,
resignation or removal in accordance with the Surviving Corporations Certificate
of  Incorporation  and Bylaws.  From and after the Effective Time, the Surviving
Corporation  shall  possess all rights, powers, privileges and franchises and be
subject to all of the obligations, liabilities, restrictions and disabilities of
PointeCom  and  Newco,  all  as  provided  under  the  NRS.

ARTICLE  III.  CONSIDERATION

3.1.  Conversion  of  Shares.

At  the  Effective  Time, by virtue of the Merger, and without any action on the
part  of  any  holder of any capital stock of PointeCom, each share of PointeCom
Common  Stock  issued  and  outstanding  immediately prior to the Effective Time
shall  be  converted  into  the  right to receive 0.215054 of a share of Company
Common  Stock (the Exchange Ratio) and all such shares of PointeCom Common Stock
shall  no longer be outstanding, shall be canceled and shall cease to exist, and
each  holder of any such shares of PointeCom Common Stock shall thereafter cease
to  have any rights with respect to such shares of PointeCom Common Stock except
the right to receive 0.215054 shares of Company Common Stock for each such share
of  PointeCom  Common  Stock  and unpaid dividends and distributions, if any, to
which  the  holder  of  such shares of PointeCom Common Stock is entitled at the
Effective  Time;  each  share  of  PointeCom  Class A Preferred Stock issued and
outstanding  immediately prior to the Effective Time shall be converted into the
right to receive one share of Company Class D Convertible Senior Preferred Stock
and  all  such  shares  of  PointeCom Class A Preferred Stock shall no longer be
outstanding,  shall be canceled and shall cease to exist, and each holder of any
such  shares of PointeCom Class A Preferred Stock shall thereafter cease to have
any  rights  with  respect  to  such shares of PointeCom Class A Preferred Stock
except  the  right  to  receive  one share of Company Class D Convertible Senior
Preferred  Stock  for  each such share of PointeCom Class A Preferred Stock (the
terms of which shall be in all material respects the same as the PointeCom Class


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A  Preferred  Stock,  except  that  Company Class A Convertible Senior Preferred
Stock shall be convertible into such number of shares of Company Common Stock as
would  have  been issued to the holders of the PointeCom Class A Preferred Stock
if  such  holders  had  converted  the  PointeCom  Class  A Preferred Stock into
PointeCom  Common  Stock  prior  to the Effective Time) and unpaid dividends and
distributions,  if  any, to which the holder of such shares of PointeCom Class A
Preferred  Stock  is entitled at the Effective Time; and each share of PointeCom
Class  B  Preferred  Stock  issued  and  outstanding  immediately  prior  to the
Effective Time shall be converted into the right to receive one share of Company
Class  E  Convertible  Senior  Preferred  Stock and all such shares of PointeCom
Class  B  Preferred  Stock shall no longer be outstanding, shall be canceled and
shall  cease  to  exist, and each holder of any such shares of PointeCom Class B
Preferred  Stock  shall thereafter cease to have any rights with respect to such
shares  of  PointeCom  Class  B  Preferred Stock except the right to receive one
share  of Company Class E Convertible Senior Preferred Stock for each such share
of  PointeCom  Class  B  Preferred  Stock  (the  terms  of which shall be in all
material respects the same as the PointeCom Class B Preferred Stock, except that
Company  Class E  Convertible  Senior  Preferred Stock shall be convertible into
such number of shares  of  Company Common Stock as would have been issued to the
holders of the PointeCom Class  B  Preferred Stock if such holders had converted
the  PointeCom  Class B Preferred Stock into PointeCom Common Stock prior to the
Effective Time) and unpaid  dividends  and  distributions,  if any, to which the
holder  of such shares  of  PointeCom Class B Preferred Stock is entitled at the
Effective Time.  The  Company  capital  stock to be issued as described above in
exchange  for  the  PointeCom  capital  stock shall be referred to herein as the
Merger  Consideration.  Except with respect to fractional shares (as provided in
Section 3.2, below) and dissenting Shares  (as  provided in Section 3.3, below),
PointeCom  shareholders  will  receive  only  voting  shares  of  the Company as
consideration for the Merger.

3.2.   Fractional Shares.  No scrip or fractional shares of Company Common Stock
shall be issued in the Merger.  All fractional shares of Company Common Stock to
which a holder of PointeCom Common Stock immediately prior to the Effective Date
would  otherwise  be  entitled  at the Effective Date shall be aggregated.  If a
fractional  share  results  from  such  aggregation,  such  stockholder shall be
entitled, after the later of (a) the Effective Date or (b) the surrender of such
stockholders  certificate representing his PointeCom Common Stock that represent
such  shares of PointeCom Common Stock, to receive from the Company an amount in
cash  in  lieu  of such fractional share, based on the average trading price for
Company Common Stock during the twenty trading days that end on the last trading
day  prior  to  the  Closing  Date.  The  Company  will  make available the cash
necessary  for  the  purpose  of  paying  cash  for  fractional  shares.

The  payment  of  cash  in  lieu of fractional shares of Company Common Stock is
solely  for the purpose of avoiding the expense and inconvenience to the Company
of  issuing  fractional  shares  and does not represent separately bargained-for
consideration.  The  total cash consideration that will be paid in the Merger to
the  PointeCom  stockholders  instead  of  issuing  fractional shares of Company
Common  Stock  will  not exceed one percent (1%) of the total consideration that
will be issued in the Merger to the PointeCom stockholders in exchange for their


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shares  of  PointeCom  capital  stock.  The  fractional shares interests of each
PointeCom  stockholder  will  be  aggregated,  and no PointeCom stockholder will
receive cash in an amount greater to or greater than the value of one full share
of  Company  Common  Stock.

3.3.   Dissenting  Shares.  To  the  extent  that appraisal rights are available
under  the NRS, shares of PointeCom Common Stock that are issued and outstanding
immediately  prior  to  the  Effective  Date  and  that  have not been voted for
adoption  of  the  Merger  and  with respect of which appraisal rights have been
properly  demanded  in accordance with the applicable provisions of the NRS (the
Dissenting  Shares)  shall not be converted into the right to receive the Merger
Consideration at or after the Effective Date unless and until the holder of such
shares  withdraws  his  demand  for  such  appraisal  (in  accordance  with  the
applicable  provisions of the NRS) or becomes ineligible for such appraisal.  If
a  holder  of  Dissenting  Shares  withdraws  his  demand for such appraisal (in
accordance  with the applicable provisions of the NRS) or becomes ineligible for
such  appraisal, then, as of the Effective Date or the occurrence of such event,
whichever  occurs  later,  such  holders  Dissenting  Shares  shall  cease to be
Dissenting Shares and shall be converted into and represent the right to receive
the  Merger Consideration.  If any holder of PointeCom Common Stock shall assert
the  right to be paid the fair value of such PointeCom Common Stock as described
above,  PointeCom  shall  give  the Company notice thereof and the Company shall
have  the  right to participate in all negotiations and proceedings with respect
to any such demands.  PointeCom shall not, except with the prior written consent
of  the  Company, which shall not be unreasonably withheld, voluntarily make any
payment  with  respect  to,  or  settle  or offer to settle, any such demand for
payment.  After  the  Effective  Date,  the  Company  will  cause  the Surviving
Corporation  to  pay  its statutory obligations to holders of Dissenting Shares;
provided,  however,  that PointeCom will be solely responsible for such payments
to  the  holders  of Dissenting Shares and the Company will not contribute funds
nor  loan  funds  to  PointeCom  in  connection  with  such
payments.

3.4.   Other  PointeCom  Securities.  To the extent of any outstanding warrants,
options  or  other conversion or purchase rights (the Surviving Securities) that
have  been  issued by PointeCom or its Affiliates prior to the Effective Time to
purchase  PointeCom  Common  Stock,  the Company shall reserve shares of Company
Common  Stock for future issuance upon exercise of the Surviving Securities.  At
the  Effective Time, by virtue of the Merger, and without any action on the part
of  any  holder  of  a  Surviving  Security,  each Surviving Security (a) may be
exercised  only  for Company Common Stock notwithstanding any contrary agreement
or  document  relating  to  the  Surviving  Securities  or pursuant to which any
Surviving  Securities were issued, (b) each such Surviving Security shall at the
Effective  Time  become  a right to acquire a number of shares of Company Common
Stock  equal  to the product arrived at by multiplying the Exchange Ratio by the
number  of  shares  of  PointeCom Common Stock subject to such right immediately
prior  to  the  Effective  Time and upon exercise, conversion or purchase of the
Surviving  Securities cash shall be paid in lieu of fractional shares of Company
Common  Stock in an amount based on the average trading price for Company Common
Stock  during  the twenty trading days that end on the last trading day prior to
the  date  of  exercise,  conversion or purchase thereof less the exercise price


<PAGE>
thereof,  and  (c)  the  exercise  price  or purchase price per share of Company
Common  Stock  for  which each such right (as exchanged) is exercisable shall be
the  amount (rounded up the next whole cent) arrived at by dividing the exercise
price  or  purchase  price  per  share  of  PointeCom Common Stock at which such
Surviving Security is exercisable immediately prior to the Effective Time by the
Exchange  Ratio.  At  the  Closing,  each  holder  of a Surviving Security shall
furnish  to  the  Company  the  certificates or other documents representing his
Surviving  Security,  duly endorsed in blank (or affidavits of lost certificates
and  indemnification  in  lieu  thereof)  and  the Company shall deliver to each
holder  of a Surviving Security a Company warrant, option or right with the same
terms  and  conditions  as  such  Surviving  Security (except that the number of
shares  of Company Common Stock issuable upon exercise thereof shall be modified
as  set  forth  in  this  Section  3.4).

3.5.   Newco  Shares.   At  the  Effective  Time,  by  virtue  of the Merger and
without  any action on the part of the Company as the sole holder of the capital
stock  of  Newco,  each  issued and outstanding share of common stock, par value
$0.01  per  share,  of  Newco  shall  be converted in one share of common stock,
$0.00001  par  value,  of  the  Surviving  Corporation.

3.6.   Delivery  of  Merger Consideration.  At the Closing, (a) each stockholder
of  the PointeCom shall furnish to the Company the certificates representing his
PointeCom  Common Stock and PointeCom Preferred Stock, duly endorsed in blank by
such  stockholder  or  accompanied  by  duly  executed  blank  stock  powers (or
affidavits  of  lost  certificates and indemnification in lieu thereof), and (b)
the  Company  shall  deliver  to  each such stockholder a copy of an irrevocable
instruction  letter  to the Company's transfer agent directing that certificates
representing  the  shares of Company Common Stock and Company Preferred Stock be
delivered  to  each  such  stockholder  pursuant  to  Section 3.1, other than as
provided  in  Sections  3.2  and  3.3  hereof.  PointeCom agrees promptly to use
commercially  reasonable  efforts  to  cure any deficiencies with respect to the
endorsement of the certificates or other documents of conveyance with respect to
the  PointeCom Common Stock and PointeCom Preferred Stock or with respect to the
stock  powers  accompanying  such  stock.

3.7.  No  Effect  on  Capital  Stock  of Company.  Each share of the outstanding
capital  stock  of  the  Company issued and outstanding immediately prior to the
Effective Time shall remain outstanding and shall be unchanged after the Merger.

3.8.  Closing  of  Transfer  Records.  After  the Effective Time, no transfer of
shares of PointeCom Common Stock, or PointeCom Preferred Stock outstanding prior
to the Effective Time shall be made on the stock transfer books of the Surviving
Corporation.  If,  after  the  Effective  Time,  certificates  representing such
shares  are presented for transfer to the Exchange Agent, they shall be canceled
and  exchanged  for  certificates  representing  shares of Company Common Stock,
Company  Class  D  Convertible  Senior  Preferred  Stock  or  Company  Class  E
Convertible  Senior  Preferred  Stock,  as  the  case  may  be,  cash in lieu of


<PAGE>
fractional  shares,  if  any, and unpaid dividends and distributions, if any, as
provided  in  Section  3.1.

3.9.  Effect  on  Treasury or Unissued Shares of PointeCom Capital Stock.  As of
the  Effective  Time, by virtue of the Merger and without any action on the part
of  the  holder  of  any  of the issued and outstanding shares of Company Common
Stock  or  PointeCom  Common Stock, each unissued or treasury share of PointeCom
Common  Stock, PointeCom Class A Preferred Stock and PointeCom Class B Preferred
Stock shall automatically be cancelled and retired and shall cease to exist, and
no  consideration  shall  be  delivered  in  exchange  therefor.

3.10.   Rule  16b-3.  The  Company  and PointeCom shall take all steps as may be
required  to  cause  the  consummation  of the transactions contemplated by this
Article  III and any other disposition of PointeCom equity securities (including
derivative  securities)  or acquisitions of Company equity securities (including
derivative  securities) in connection with this Agreement by each individual who
(x)  is  a  director  or officer of PointeCom or (y) at the Effective Time, will
become  a  director  or  officer  of  the Company, to be exempt under Rule 16b-3
promulgated  under  the  1934 Act, such steps to be taken in accordance with the
No-Action  Letter  dated  January  12, 1999, issued by the SEC to Skadden, Arps,
Slate,  Meagher  &  Flom  LLP.

ARTICLE  IV.  CLOSING

The  consummation  of  the Merger and delivery of the consideration described in
Section  3.6  hereof  and  the other transactions contemplated by this Agreement
(the  Closing)  shall  take  place  at  the  offices  of  Gardere  & Wynne, 1000
Louisiana,  Suite  3400, Houston, Texas 77002, not later than the third business
day  after the date all conditions in Article VIII have been satisfied or waived
in  writing,  which  Closing  shall  not be later than June 30, 2000, or at such
other  location,  time  and  date  as  PointeCom  and  the  Company may mutually
agree,  which  date  is  herein  referred  to  as  the  Closing  Date.

ARTICLE  V.  REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY
AND  NEWCO

A.  The  Company,  on  the one hand, and Newco, on the other hand, represent and
warrant  to  PointeCom  as  follows:

5.1.  Due  Organization  and  Qualification.  Each of the Company and Newco is a
corporation duly organized, validly existing and in good standing under the laws
of  the  State  of  Texas  and the NRS, respectively, and each has all corporate
power  required  to carry on its business as now conducted.  Except as set forth
in  Schedule 5.1, each of the Company and Newco is qualified to do business as a
foreign  corporation  in  each  jurisdiction where the character of the property
owned  or  leased by it or the nature of its activities makes such qualification
necessary,  except  for those jurisdictions where the failure to be so qualified
would  not  have a Material Adverse Effect on the Company or Newco.  Each of the
Company  and  Newco has the requisite corporate power and corporate authority to


<PAGE>
own,  lease  and  operate  its  assets  and  properties  and to carry on its own
business  as  such  business is currently being conducted.  Correct and complete
copies  of all stock records and minute books of the Company and Newco have been
made  available  to  PointeCom.

5.2.  Authorization;  Non-Contravention;  Approvals.

(a)  Each  of  the  Company  and  Newco  has  the  corporate power and corporate
authority  to  enter  into  each of the Transaction Documents to which each is a
party,  and,  subject  to  obtaining  the  hereinafter  described  approvals, to
consummate  the  transactions  contemplated  hereby,  including  issuance of the
Merger  Consideration.  The  execution,  delivery and performance by the Company
and  Newco  of each of the Transaction Documents to which it is party is subject
to  the  Requisite  Stockholder  Approval  of  the  Company.  Other  than  such
stockholder  approval,  no  additional  corporate proceedings on the part of the
Company  or  Newco are necessary to authorize the execution and delivery of each
of  the Transaction Documents to which it is a party and the consummation of the
transactions  contemplated  hereby.   Subject  to  obtaining  the  foregoing
approvals,  each  of  the  Transaction Documents to which it is a party has been
duly  and  validly executed and delivered by the Company and Newco and (assuming
the  due  authorization,  execution  and  delivery  by  PointeCom, and that each
Transaction  Document  to  which  it  is a party constitutes a valid and binding
agreement  of PointeCom) constitutes valid and binding agreements of the Company
and  Newco  in  accordance  with its terms, except as the same may be limited by
applicable  bankruptcy,  insolvency,  reorganization, moratorium or similar Laws
now  or  hereafter  in  effect,  affecting  the  enforcement of creditors rights
generally  and  general  equitable  principles  regardless  of  whether  such
enforceability  is  considered  in  a  proceeding  at  law  or  in  equity.

(b)  Subject to obtaining the foregoing approvals, the execution and delivery by
each  of  the Company and Newco of each of the Transaction Documents to which it
is  a  party  does  not,  and  the  consummation by the Company and Newco of the
transactions  contemplated  hereby will not (i) violate or result in a breach of
any  provision  of  the Certificate of Incorporation or Bylaws of the Company or
Newco,  (ii)  assuming  compliance  with matters referred to in paragraph (c) of
this  section,  violate  or  result  in  a  breach of any Laws applicable to the
Company  or  Newco  or  the  properties  or assets of either or (iii) violate or
result  in  a  breach  of any provision of, or constitute a default (or an event
which,  with notice or lapse of time or both, would constitute a default) under,
or  result  in the termination of, or accelerate the performance required by, or
result  in  a  right  of  termination  or  acceleration  under, or result in the
creation  of any Encumbrance upon any of the properties or assets of the Company
or  Newco  under  any  of  the terms, conditions or provisions of, except as set
forth  in  Schedule  5.2,  any  note,  bond, mortgage, indenture, deed of trust,
license, franchise, permit, concession, lease or other instrument, obligation or
agreement  of  any kind to which the Company or Newco is now a party or by which
the  Company  or Newco or any of the properties or assets of either may be bound
or  affected,  except  in  the  case  of  clauses  (ii)  and (iii), for any such
violation or breach that would not have a Material Adverse Effect on the Company
or  Newco.


<PAGE>
(c)  Except  for  obtaining  the foregoing approvals, the Merger Filing and such
filings  as  may  be  required  under  federal  or  state  securities  Laws,  no
declaration,  filing  or  registration  with,  or  notice  to, or authorization,
consent  or  approval of, any Governmental Authority or third party is necessary
for  the execution and delivery of each of the Transaction Documents to which it
is a party by the Company and Newco or the consummation by the Company and Newco
of  the  transactions contemplated hereby.  Except as set forth in Schedule 5.2,
none  of  the agreements, licenses or permits to which the Company or Newco is a
party  requires notice to, or the consent or approval of any third party for the
execution  and  delivery  of  each of the Transaction Documents to which it is a
party  by each of the Company and Newco and the consummation of the transactions
contemplated  hereby.

5.3.  Company  Common  Stock.  The  shares  of Company Common Stock, and Company
Preferred  Stock  to  be issued to the stockholders of PointeCom pursuant to the
Merger  (including  upon  exercise of the Surviving Securities), when authorized
and  issued  in  accordance  with  the  terms of this Agreement, will be validly
issued,  fully  paid and nonassessable and not subject to any preemptive rights.

5.4.  Tax-Free  Reorganization  Representations.

(a)  The  fair  market  value  of  the  Company  capital  stock received by each
PointeCom  shareholder pursuant to this Agreement will be approximately equal to
the  fair  market  value  of  the  PointeCom  capital  stock  surrendered in the
exchange.

(b)  The Company has no plan or intention to cause PointeCom to issue additional
shares  of  PointeCom  stock  that would result in the Company losing control of
PointeCom  within  the  meaning  of  Section  368  (c)  of  the  Code.

(c)  The  Company  has  no  plan  or  intention to liquidate PointeCom; to merge
PointeCom  into  another corporation (except as contemplated by this Agreement);
to cause PointeCom to sell or otherwise dispose of any of its assets, except for
dispositions  made  in  the ordinary course of business; or to sell or otherwise
dispose  of  any  of the stock acquired in the transaction, except for transfers
described  in  Section  368  (a)(2)(C)  of  the  Code.

(d) The Company has no plan or intention to reacquire any of its stock issued in
the  Merger.

(e)  The  Company,  PointeCom,  and the shareholders of PointeCom will pay their
respective  expenses,  if  any,  incurred  in  connection  with the transaction.

(f)  The  Company  will  acquire  PointeCom capital stock solely in exchange for
Company  voting  stock.  (For purposes of this representation, PointeCom capital
stock  redeemed  for  cash  or  other  property furnished by the Company will be
considered as acquired by the Company.)  Further, no liabilities of PointeCom or
the  PointeCom  shareholders will be assumed by the Company, nor will any of the


<PAGE>
PointeCom  capital stock that is exchanged pursuant to this Agreement be subject
to  any  liabilities.

(g)  The  Company  does not own, directly or indirectly, nor has it owned during
the  past  five  years,  directly  or  indirectly,  any  stock  of  PointeCom.

(h)  Following  the  Merger,  the  Company shall cause PointeCom to continue its
historic  business  or use a significant portion of its historic business assets
in  a  business.

(i) Neither the Company nor Newco are investment companies as defined in Section
368 (a)(2)(F)(iii)  and  (iv)  of  the  Code.

(j)  The  Company  shall  cause PointeCom to pay any dissenting shareholders the
value  of their stock out of PointeCom funds, no funds will be supplied for that
purpose,  directly  or indirectly, by the Company, nor will the Company directly
or  indirectly  reimburse  PointeCom  for  any  payments  to  dissenters.

(k)  There  is  no  indebtedness  between the Company and PointeCom that will be
settled  at  a  discount.

(l)  The  holders  of  PointeCom Common Stock and PointeCom Preferred Stock will
receive  voting  shares  of  Company  Common  Stock and voting shares of Company
Preferred Stock having a fair market value equal to at least 50% of the value of
their  PointeCom  capital  stock  at the Effective Time.  Under the terms of the
Merger,  the  stockholders of PointeCom will receive solely Company Common Stock
and  Company  Preferred  Stock  in  exchange  for  such PointeCom capital stock.
However,  redemptions  or acquisitions of PointeCom capital stock by the Company
or  PointeCom  or  any  related  party  and  extraordinary  distributions (i.e.,
distributions with respect to stock other that regular, normal dividends), prior
to  and in connection with the Merger will be taken into account for purposes of
this  representation.  Neither  the  Company  nor  a related party has a plan or
intention  to  reacquire  or  acquire any of the Company Common Stock or Company
Preferred Stock issued to PointeCom stockholders in the Merger.  For purposes of
this  representation,  a  related  party  includes any corporation (i) that is a
member of any affiliated group of which PointeCom or the Company is a member, as
defined  in Section 1504 (determined without regard to Section 1504(b)), or (ii)
a  corporation  in  which  the  Company  owns,  directly  or  indirectly,  stock
possessing  at  least  fifty percent (50%) of the total combined voting power of
all  classes  of  stock entitled to vote, or at least fifty percent (50%) of the
total value of shares of all classes of stock (determined by taking into account
the constructive stock ownership rules of Section 318(a) of the Code as modified
by  Section 304(c)).  For purposes of the foregoing, (i) a corporation will be a
related  party if either of the relationships described above exists immediately
before  the  Merger,  immediately  after the Merger, or is created in connection
with  the  Merger,  and (ii) a related party will be considered as acquiring its
proportionate  share  of  any  Company  Common  Stock or Company Preferred Stock
acquired  by  a  partnership  in  which  it  is  a  partner.


<PAGE>
(m)  The payment of cash in lieu of fractional shares of Company Common Stock is
solely  for the purpose of avoiding the expense and inconvenience to the Company
of  issuing  fractional  shares  and does not represent separately bargained-for
consideration.  The  total cash consideration that will be paid in the Merger to
the  PointeCom  stockholders  instead  of  issuing  fractional shares of Company
Common  Stock  will  not exceed one percent (1%) of the total consideration that
will be issued in the Merger to the PointeCom stockholders in exchange for their
shares  of  PointeCom  capital  stock.  The  fractional shares interests of each
PointeCom  stockholder  will  be  aggregated,  and no PointeCom stockholder will
receive cash in an amount greater to or greater than the value of one full share
of  Company  Common  Stock.

(n)  None  of the compensation received by any shareholder-employee of PointeCom
will  be  separate  consideration  for,  or allocable to, any of their shares of
PointeCom  capital  stock; none of the shares of Company Common Stock or Company
Preferred  Stock  received  by  any  shareholder  employee  will  be  separate
consideration  for,  or  allocable  to,  any  employment  agreement;  and  the
compensation  paid  to  any  shareholder-employee  will be for services actually
rendered  and will be commensurate with amounts paid to third parties bargaining
at  arms  length  for  similar  services.

(o)  Company  is  not under the jurisdiction of a court in a Title 11 or similar
case  within  the  meaning  of  Section  368(a)(3)(A)  of  the  Code.

5.5.  SEC  Filings;  Disclosure. The Company has filed with the SEC all material
forms, statements, reports and documents required to be filed by it prior to the
date  hereof  under each of the 1933 Act, the 1934 Act, and the respective rules
and  regulations  thereunder,  (a)  all  of  which,  as  amended, if applicable,
complied when filed in all material respects with all applicable requirements of
the  appropriate  Act  and the rules and regulations thereunder, and (b) none of
which, as amended, if applicable, contains any untrue statement of material fact
or  omits to state a material fact required to be stated therein or necessary in
order  to  make  the  statements made therein, in the light of the circumstances
under  which they were made and at the time they were made, not misleading.  The
financial  statements  of the Company included in the Company's annual report on
Form  10-KSB  for  the fiscal year ended December 31, 1998 and Form 10-Q for the
fiscal  quarter  ended  September  30,  1999,  comply as to form in all material
respects  with  applicable  accounting  requirements and the published rules and
regulations  of  the  SEC with respect thereto, have been prepared in accordance
with  GAAP,  applied  on a consistent basis during the period covered and fairly
represent, in all material respects, the financial position of the Company as of
the date thereof and the results of operations and changes in financial position
for  the  period  then  ended.  The  Company  is eligible to file a registration
statement on Form S-4 covering the Merger Consideration to be issued pursuant to
this  Agreement.

5.6.  Interim  Operations  of Newco.  Newco was formed solely for the purpose of
engaging  in  the  transactions contemplated by this Agreement, has engaged, and
will engage, in no other business activities and has, and will continue to have,
no  debt  outstanding.  The authorized capital stock of Newco consists solely of
10,000  shares  of common stock, par value $0.01 per share (Newco Common Stock),


<PAGE>
of  which  100  shares  are  issued  and  outstanding.  All  of  the  issued and
outstanding  shares  of Newco Common Stock have been duly authorized and validly
issued,  are  fully  paid  and nonassessable.  All of the issued and outstanding
shares  of  Newco Common Stock are owned by the Company, and the Company has not
entered  into any agreements or arrangements to sell or transfer such stock to a
third  party.

5.7.  Capitalization.  The  authorized,  issued and outstanding capital stock of
the  Company  is  set  forth on Schedule 5.7.  All of the issued and outstanding
shares of Company Common Stock have been duly authorized and validly issued, are
fully  paid  and  nonassessable, and were offered, issued, sold and delivered by
the  Company  in  compliance  with  all  applicable  Laws,  including,  without
limitation,  those  Laws  concerning  the  issuance  of securities. None of such
shares  were issued in violation of the preemptive rights of any past or present
stockholders.  Except  as  set  forth  in Schedule 5.7, no subscription, option,
warrant,  call,  convertible or exchangeable security, other conversion right or
commitment  of  any  kind exists which obligates the Company to issue any of its
capital  stock.

5.8.  Subsidiaries.  Except  as  set forth in Schedule 5.8, the Company owns, of
record  or  beneficially, or controls, directly or indirectly, no capital stock,
securities  convertible  into  or  exchangeable  for  capital stock or any other
equity  interest  in  any  corporation,  association  or  other business entity.
Except as set forth in Schedule 5.8, the Company is not, directly or indirectly,
a  participant  in  any joint venture, limited liability company, partnership or
other  noncorporate  entity.

5.9.  Financial  Statements.

(a)  The  Company  has  delivered  to PointeCom complete copies of the following
financial  statements:

(i)  the audited balance sheets of the Company as of December 31, 1996, 1997 and
1998  and the related audited statements of income, stockholders equity and cash
flows  for  the  three annual periods ended December 31, 1998, together with the
related  notes,  schedules  and  audit  report  of  the  Company's  independent
accountants  (such  balance  sheets and the related statements of income and the
related  notes  and  schedules  are referred to herein as the Year-End Financial
Statements);  and;

(ii)  the  unaudited balance sheet (the Interim Balance Sheet) of the Company as
of  September  30,  1999  (the  Balance  Sheet  Date)  and the related unaudited
statement  of operations for the interim period ended on the Balance Sheet Date,
together  with the related notes and schedules (such balance sheets, the related
statements  of income and the related notes and schedules are referred to herein
as the Interim Financial Statements).  The Year-End Financial Statements and the
Interim  Financial  Statements  (collectively,  the  Financial  Statements)  are
attached  as  Schedule  5.9  to  this  Agreement.


<PAGE>
(b)  Except  as set forth in Schedule 5.9, the Financial Statements have been or
will  be  prepared  from the books and records of the Company in conformity with
GAAP  (except  for  the absence of notes in the Interim Financial Statements and
that the Interim Financial Statements are subject to year-end audit adjustments,
none  of  which  are  expected  to  be  material) and will present fairly in all
material  respects  the  financial  position  and  results  of operations of the
Company  as of the dates of such statements and for the periods covered thereby.
The  books  of  account of the Company have been kept accurately in all material
respects  in  the  ordinary course of business, the transactions entered therein
represent  bona  fide  transactions,  and  the  revenues,  expenses,  assets and
liabilities  of  the Company have been properly recorded therein in all material
respects.

5.10.  Liabilities and Obligations.  Except as set forth in Schedule 5.10, as of
the  Balance Sheet Date the Company did not have, nor has it incurred since that
date,  any  liabilities or obligations (whether absolute, accrued, contingent or
otherwise)  of  any  nature  which  would  have a Material Adverse Effect on the
Company,  except  (a)  liabilities,  obligations  or  contingencies (i) that are
accrued  or  reserved  against  in  the Financial Statements or reflected in the
notes  thereto  or (ii) that were incurred after the Balance Sheet Date and were
incurred in the ordinary course of business, consistent with past practices, and
(b)  liabilities  and  obligations  that  are  of  a  nature  not required to be
reflected  in the Financial Statements prepared in accordance with GAAP and that
were  incurred  in the normal course of business, which material liabilities and
obligations are described in Schedule 5.10 or another Schedule hereto.  Schedule
5.10  sets  forth the Company's outstanding principal amount of indebtedness for
borrowed  money  (including  overdrafts)  as  of  November  30,  1999.

5.11.  Accounts and Notes Receivable.  Schedule 5.11 sets forth an accurate list
of  the  accounts  and  notes  receivable of the Company as of the Balance Sheet
Date.  Receivables  from  and advances to employees are separately identified in
Schedule  5.11.  Schedule 5.11 also sets forth an accurate aging of all accounts
and notes receivable as of the Balance Sheet Date, showing amounts due in 30-day
aging  categories.  The  trade  and  other  accounts  receivable of the Company,
including  without  limitation those classified as current assets on the Interim
Balance  Sheet,  are bona fide receivables, were acquired in the ordinary course
of  business,  are  stated  in  accordance  with GAAP and are collectible in the
amounts  shown  on  Schedule  5.11,  net  of  reserves  reflected in the Interim
Financial  Statements  with respect to the accounts receivable as of the Balance
Sheet  Date,  and  net  of  reserves  reflected  in the books and records of the
Company  (consistent  with the methods used in the Interim Financial Statements)
with  respect  to  receivables  of  the  Company  after  the Balance Sheet Date.

5.12.  Assets.

(a)  Schedule 5.12 sets forth an accurate list of all real and personal property
included  in  property  and equipment on the Interim Balance Sheet and all other
tangible  assets  of the Company with a book value in excess of $10,000 acquired
since  the  Balance  Sheet  Date.  The Company shall make available to PointeCom
true,  complete  and  correct copies of leases for significant equipment and for
all  real  property leased by the Company.  Schedule 5.12 indicates which assets


<PAGE>
used  in  the  operation of the businesses of the Company are currently owned by
Affiliates  of the Company.  Except as specifically identified in Schedule 5.12,
all  of  the  material tangible assets, vehicles and other significant machinery
and equipment of the Company listed in Schedule 5.12 are in sufficient condition
for  the conduct of the Company's business.  Except as specifically described in
Schedule 5.12, all material fixed assets used by the Company in its business are
either  owned  by  the Company or leased under agreements identified in Schedule
5.12.  All  material  leases  set  forth  in Schedule 5.12 are in full force and
effect  and  constitute  valid and binding agreements of the Company or Newco as
applicable,  and  to  the knowledge of the Company, the other parties thereto in
accordance  with  their respective terms.  Schedule 5.12 contains true, complete
and correct copies of all title reports and title insurance policies received or
owned  by  the  Company.

(b)  The  Company has good and marketable title to, or valid leasehold interests
in,  the  tangible  and intangible personal property owned by it and used in its
business,  including  the  properties  identified in Schedule 5.12 as owned real
property,  free  and clear of all Encumbrances other than Permitted Encumbrances
and  those  set  forth  in  Schedule  5.12.

(c)  Except  as  specifically  described  in  Schedule  5.12,  the  tangible and
intangible assets owned or leased by the Company include all the material assets
used in the operation of the business of the Company as conducted at the Interim
Balance  Sheet  Date,  except for dispositions of such assets since such date in
the  ordinary  course  of  business,  consistent  with  past  practices.

5.13.  Material  Customers  and  Contracts.

(a)  Schedule 5.13 sets forth an accurate list of (i) all customers representing
10%  or  more  of  the Company's revenues for the fiscal year ended December 31,
1998  or  the  interim  period  ended  on  the  Balance Sheet Date (the Material
Customers),  and (ii) all material  executory contracts, warranties, commitments
and  similar agreements to which the Company is currently a party or by which it
or  any of its properties is bound, involving, (A)  customer contracts in excess
of $100,000, including, without limitation, consignment contracts, (B) contracts
with any labor organizations, (C) leases providing for annual rental payments in
excess of $100,000, (D) loan agreements, (E) pledge and security agreements, (F)
indemnity  or  guaranty  agreements  or  obligations , (G) bonds, (H) notes, (I)
mortgages,  (J) joint venture or partnership agreements, (K) options to purchase
real  or  personal property, and (L) agreements relating to the purchase or sale
by  the  Company  of  assets  (other  than  oral agreements relating to sales of
inventory  or  services in the ordinary course of business, consistent with past
practices)  or  securities  for  more than $100,000, individually.  Prior to the
date  hereof,  the  Company has made available to PointeCom complete and correct
copies  of  all  such  agreements.

(b)  Except  to  the  extent set forth in Schedule 5.13, since the Balance Sheet
Date,  (i) no Material Customer has canceled or substantially reduced or, to the
knowledge  of  the  Company,  intends  to  cancel  or  substantially  reduce its
purchases  of  the  Company's  products  or services; and (ii) the Company is in
compliance  with all material commitments and obligations pertaining to it under


<PAGE>
such  agreements  and  is  not  in  material default under any of the agreements
described  in  subsection  (a),  no  notice  of default has been received by the
Company,  and  to  the  knowledge  of the Company, there is no event which, with
notice  or  the  passage of time or both, would result in a default under any of
the  agreements  described  in  subsection  (a),  in  any  case  where  such non
compliance  or  default  would  have  a  Material Adverse Effect on the Company.

(c)  Except to the extent set forth in Schedule 5.13, the Company is not a party
to any governmental contracts subject to price redetermination or renegotiation.
Except  to the extent set forth in Schedule 5.13, the Company is not required to
provide  any  bonding  or other financial security arrangements in any amount in
connection  with  any  transactions  with any of its customers or suppliers, the
failure  of  which  would  have  a  Material  Adverse  Effect  on  the  Company.

5.14.  Permits.  Except  as  set  forth  on  Schedule  5.14, the Company has all
franchises, permits, licenses and any other governmental authority necessary for
the conduct of its business as now being conducted, the lack of which would have
a  Material  Adverse  Effect  (the  "Company Permits").  The Company Permits are
valid, and the Company has not received any written notice that any Governmental
Authority  intends  to  cancel,  terminate  or  not  renew any such Permit.  The
Company  Permits  are all the permits that are required by Law for the operation
of  the  business  of  the  Company  as  conducted  at  the Balance  Sheet  Date
and  the  ownership  of the assets of the Company, except such Company  Permits,
which  the  failure  to possess would not have a Material Adverse Effect  on the
Company. The Company has conducted and is conducting its business in substantial
compliance  with  the  Company  Permits  and is not in violation of any  of  the
foregoing,  except  for any violations that individually or in the aggregate  do
not  have  a  Material  Adverse  Effect  on the Company.  Except as specifically
provided  in Schedule 5.14, the transactions contemplated by this Agreement will
not  result  in a default under or a breach or violation of, or adversely affect
the  rights  and benefits afforded to the Company by, any Company Permits except
for breaches or violations that would not have a Material Adverse Effect  on the
Company.

5.15.  Environmental  Matters.  Except  as set forth in Schedule 5.15 and except
for  such  matters  as  would not have a Material Adverse Effect on the Company,
(a)  the  Company  has  complied  with  and  is  in  compliance, in all material
respects,  with  all  Environmental,  Health and Safety Laws, including, without
limitation,  Environmental,  Health and Safety Laws relating to air, water, land
and  the  generation,  storage,  use,  handling,  transportation,  treatment  or
disposal  of Hazardous Substances; (b) the Company has obtained and complied, in
all  material respects, with all necessary permits and other approvals necessary
to treat, transport, store, dispose of and otherwise handle Hazardous Substances
and has reported, to the extent required by all Environmental, Health and Safety
Laws,  all  past  and  present  sites  owned  or  operated  by the Company where
Hazardous  Substances  have  been  treated,  stored,  disposed  of  or otherwise
handled;  (c) to the Company's knowledge, there have been no releases or threats
of  releases (as defined in any Environmental, Health and Safety Laws) at, from,
in  or  on  any  property owned or operated by the Company; (d) to the Company's
knowledge,  there  is  no  on-site or off-site location to which the Company has


<PAGE>
transported  or  disposed  of  Hazardous  Substances  or  arranged  for  the
transportation  or  disposal of Hazardous Substances which is the subject of any
federal,  state,  local or foreign enforcement action or any other investigation
which  could  lead  to any claim against the Surviving Corporation, PointeCom or
Newco  for  any  clean-up  cost,  remedial  work, damage to natural resources or
personal  injury,  including,  but  not  limited  to,  any  claim  under (i) the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended,  (ii)  the  Resource Conservation and Recovery Act, (iii) the Hazardous
Materials  Transportation  Act,  or (iv) comparable state and local statutes and
regulations;  and  (e) to the Company's knowledge, the Company has no contingent
liability  in connection with any release or disposal of any Hazardous Substance
into  the  environment.  To the Company's knowledge, none of the past or present
sites  owned or operated by the Company is currently or has ever been designated
as a treatment, storage and/or disposal facility, nor has any such facility ever
applied  for  a  Permit  designating  it as a treatment, storage and/or disposal
facility,  under  any  Environmental,  Health  or  Safety  Law.

5.16.  Labor  and Employee Relations.  Except as set forth in Schedule 5.16, the
Company  is  not  bound  by  or subject to any arrangement with any labor union.
Except  as  set  forth  in  Schedule  5.16,  no  employees  of  the  Company are
represented by any labor union or covered by any collective bargaining agreement
nor,  to  the  Company's  knowledge,  is  any  campaign  to  establish  such
representation in progress.  There is no pending or, to the Company's knowledge,
threatened  labor  dispute  involving the Company and any group of its employees
nor  has  the  Company  experienced any significant labor interruptions over the
past  five  years.

5.17.  Insurance.  Schedule  5.17  sets forth an accurate list as of the Balance
Sheet  Date  of  all  insurance  policies that are material to the Company.  The
policies  described  in  such  Schedule  5.17  for  the  current policy year are
currently  in  full  force  and  effect and, to the knowledge of the Company, no
defaults  exist  under  any  of  them.

5.18.  Compensation;  Employment Agreements.  The Company has provided PointeCom
with  an  accurate  written list of all officers, directors and employees of the
Company  with  annual  salaries  of  $100,000  or  more,  listing  the  rate  of
compensation  (and  the portions thereof attributable to salary, bonus, benefits
and  other  compensation,  respectively)  of  each of such persons as of (a) the
Balance Sheet Date and (b) the date hereof.  The Company shall make available to
PointeCom  true,  complete  and  correct copies of each employment or consulting
agreement  with  any  employee  of  the Company. Except as disclosed on Schedule
5.18,  the  Company  is not a party to or bound by, with respect to any officer,
employee  or  independent  contractor  of  the  Company,  any  (i)  employment,
termination or severance agreement, (ii) agreement (A) the benefits of which are
contingent, or the terms of which are materially altered, upon the occurrence of
a  transaction  involving  the  Company of the nature of any of the transactions
contemplated  by  this  Agreement,  (B)  providing  any  term  of  employment or
compensation  guarantee  extending  for  a  period  of one year or longer or (C)
providing  severance  benefits  or  other  benefits  after  the  termination  of
employment  not  comparable  to benefits available to employees generally, (iii)
agreement,  plan or arrangement under which any person may receive payments that


<PAGE>
may be subject to the tax imposed by Section 4999 of the Code or included in the
determination  of  such persons parachute payment under Section 280G of the Code
and  (iv)  agreement  or plan, including any stock option plan or stock purchase
plan,  any  of  the benefits of which will be increased, or the vesting or other
realization  of  the benefits of which will be accelerated, by the occurrence of
the  transactions  contemplated  by  this  Agreement  or the value of any of the
benefits  of  which  will be calculated on the basis of or otherwise affected by
the  transactions  contemplated  by  this  Agreement.

5.19.  Noncompetition  and Nonsolicitation Agreements.  Schedule 5.19 sets forth
all agreements containing covenants not to compete or solicit employees to which
the  Company  is  bound  or  under  which the Company has any material rights or
obligations.

5.20.  Employee  Benefit  Plans.

(a) Schedule 5.20 sets forth an accurate schedule of each employee benefit plan,
as  defined  in  Section  3(3) of the Employee Retirement Income Security Act of
1974,  as  amended  (ERISA),  and  all  nonqualified  deferred  compensation
arrangements,  whether  formal  or  informal and whether legally binding or not,
under  which  the  Company  or  an  ERISA  Affiliate  has  any current or future
obligation  or  liability  or  under which any present or former employee of the
Company or an ERISA Affiliate, or such present or former employees dependents or
beneficiaries,  has  any current or future right to benefits (each such plan and
arrangement  referred to hereinafter as a Plan), and the Company has provided or
made  available  to PointeCom true and complete copies of such Plans, any trusts
and other arrangements related thereto, and classifications of employees covered
thereby  as  of  the  Balance Sheet Date.  Except as set forth in Schedule 5.20,
neither  the Company nor any ERISA Affiliate sponsors, maintains or is obligated
to  contribute  currently,  or  at any time during the preceding five years, has
sponsored, maintained or was obligated to contribute to, any plan, program, fund
or  arrangement  that constitutes an employee pension benefit plan as defined in
Section  3(2)  of  ERISA that is subject to Title IV of ERISA.  Each Plan may be
terminated  by  the Company, or if applicable, by an ERISA Affiliate at any time
without  any  liability, cost or expense, other than costs and expenses that are
customary  in  connection  with the termination of a Plan.  For purposes of this
Agreement,  the  term ERISA Affiliate means any corporation or trade or business
which  is,  or  ever  was,  treated  as a single employer with the Company under
Section  414(b),  (c),  (m)  or  (o)  of  the  Code.

(b)  Except  as set forth on Schedule 5.20(b), each Plan listed in Schedule 5.20
is  in compliance in all material respects with its own terms and the applicable
provisions  of  ERISA,  the  Code,  and any other applicable Law.  Except as set
forth  in Schedule 5.20, with respect to each Plan of the Company and each ERISA
Affiliate  (other than a multiemployer plan, as defined in Section 4001(a)(3) of
ERISA), all reports and other documents required under ERISA or other applicable
Law  to  be  filed with any Governmental Authority, the failure of which to file
could reasonably be expected to result in a material liability to the Company or
any  ERISA  Affiliate, including all Forms 5500 or required to be distributed to
participants  or  beneficiaries, have been duly and timely filed or distributed.


<PAGE>
True and complete copies of all such reports and other documents with respect to
the  past  three  years  (if applicable) for each Plan have been provided to, or
made  available to, PointeCom.  No accumulated funding deficiency (as defined in
Section  412(a) of the Code) with respect to any Plan has been incurred (without
regard to any waiver granted under Section 412 of the Code), nor has any funding
waiver  from the Internal Revenue Service been received or requested.  Except as
set  forth  in  Schedule 5.20, each Plan that is intended to be qualified within
the  meaning  of  Section 401(a) of the Code (a Qualified Plan) is, and has been
during the period from its adoption to the date hereof, so qualified, both as to
form  and operation and all necessary approvals of Governmental Authorities have
been  timely  obtained.  Except  as  set  forth  in  Schedule  5.20, all accrued
contribution  obligations,  and  any  other  liability  to  pay benefits, of the
Company with respect to any Plan have either been fulfilled in their entirety or
are  fully  reflected  in  the  Financial  Statements.

(c)  Except  as  set  forth  in  Schedule  5.20(c),  no  Plan has incurred or is
reasonably  likely to incur, and neither the Company nor any ERISA Affiliate has
incurred  or  is  reasonably  likely  to  incur  with  respect  to any Plan, any
liability  for  excise tax or penalty due to the Internal Revenue Service or any
other  governmental  authority,  and  no  Plan  termination or discontinuance of
contributions  to  any Plan has resulted in or is reasonably likely to result in
the  retroactive  disqualification of any Plan qualified under Section 401(a) of
the  Code  or has resulted in or is reasonably likely to result in any liability
to the Company or any ERISA Affiliate.  There have been no terminations, partial
terminations  or  discontinuances  of  contributions by the Company or any ERISA
Affiliate  to  any  Qualified  Plan  during  the  preceding  five  years.

(d)  Except  as set forth in Schedule 5.20(d), neither the Company nor any ERISA
Affiliate  has  made  any promises of retirement or other benefits to employees,
except  as  set  forth  in  the  Plans,  and  neither  the Company nor any ERISA
Affiliate  maintains  or  has  established  any  arrangement for retiree medical
liabilities  or  any  Plan  that is a welfare benefit plan within the meaning of
Section  3(1) of ERISA that provides for continuing benefits or coverage for any
participant  or  any  beneficiary  of  a  participant  after  such  participants
termination  of employment, except as may be required by Part 6 of Subtitle B of
Title I of ERISA and Section 4980B of the Code and similar state Law provisions.
Except as set  forth  in  Schedule  5.16(d),  neither  the Company nor any ERISA
Affiliate  maintains,  has  established  or  has  ever participated in a welfare
benefit fund as defined  in  Section  419(e)  of  the  Code, a multiple employer
welfare  benefit  arrangement  as  described  in  Section 3(40)(A) of ERISA or a
welfare benefit plan, within  said  meaning,  which provides benefits other than
through insurance policies.  Except as set  forth  in Schedule 5.16, neither the
Company  nor  any  ERISA  Affiliate  has  any  current  or  future obligation or
liability with respect to  a  Plan  pursuant  to  the provisions of a collective
bargaining agreement.

(e)  Except  as set forth in Schedule 5.20(e), neither the Company nor any ERISA
Affiliate  has  incurred  any material liability to the Pension Benefit Guaranty
Corporation  in  connection  with  any  Plan.  The  assets  of each Plan that is
subject  to  Title IV of ERISA are sufficient to provide the benefits under such


<PAGE>
Plan,  the  payment  of  which  the  Pension  Benefit Guaranty Corporation would
guarantee  in  full  if  such  Plan  were  terminated,  and such assets are also
sufficient  to  provide  all  other  benefits  liabilities  (as defined in ERISA
Section  4001(a)(16))  due  under  such  Plan  upon  termination.

(f)  Except as set forth in Schedule 5.20(f), no reportable event (as defined in
Section  4043 of ERISA) has occurred and is continuing with respect to any Plan.
There are no pending, or to the Company's knowledge, threatened claims, lawsuits
or  actions  (other  than  routine  claims  for benefits in the ordinary course)
asserted  or  instituted  against,  and  the  Company  has  no  knowledge of any
threatened  litigation  or claims against, the assets of any Plan or its related
trust  or  against any fiduciary of a Plan with respect to the operation of such
Plan.  To  the Company's knowledge, there are no investigations or audits of any
Plan by any Governmental Authority currently pending and there have been no such
investigations or audits that have been concluded that resulted in any liability
to  the  Company  or  any  ERISA  Affiliate  that has not been fully discharged.
Neither  the  Company  nor any ERISA Affiliate has participated in any voluntary
compliance or closing agreement programs established with respect to the form or
operation  of  a  Plan.

(g)  Neither the Company nor any ERISA Affiliate has engaged in, and no Plan has
otherwise  been  involved  in, any prohibited transaction, within the meaning of
Section  406  of  ERISA or Section 4975 of the Code, for which exemption was not
available.  No  fiduciary  of  any  Plan  is in violation of any duty imposed by
ERISA.  Except  as  set  forth  in Schedule 5.20(g), neither the Company nor any
ERISA  Affiliate  is, or ever has been, a participant in or is obligated to make
any payment to a multiemployer plan, or to a multiple employer plan described in
Section  413(c)  of  the  Code.  To the Company's knowledge, no person or entity
that  was  engaged  by  the  Company  or  an  ERISA  Affiliate as an independent
contractor within the last five years reasonably can or will be characterized or
deemed  to  be an employee of the Company or an ERISA Affiliate under applicable
Laws  for any purpose whatsoever, including, without limitation, for purposes of
federal,  state and local income taxation, workers compensation and unemployment
insurance  and  Plan  eligibility.

5.21.  Litigation  and  Compliance  with  Law.  Except  as set forth in Schedule
5.21,  there are no actions, suits or proceedings, pending (of which the Company
has  received  notice  or  with respect to which served with process) or, to the
knowledge of the Company threatened against the Company, at law or in equity, or
before  or  by  any Governmental Authority having jurisdiction over the Company.
No  written  notice of any claim, action, suit or proceeding, whether pending or
threatened, has been received by the Company.  Except to the extent set forth in
Schedule  5.21,  the  Company  has  conducted  and is conducting its business in
compliance  with all Laws applicable to the Company, its assets or the operation
of  its  business,  except  such  non-compliance  that would not have a Material
Adverse  Effect  on  the  Company.

5.22.  Taxes.  For  purposes  of  this  Agreement, the term Taxes shall mean all
taxes, charges, fees, levies or other assessments including, without limitation,
income,  gross  receipts, excise, property, sales, withholding, social security,
unemployment,  occupation,  use,  service,  service  use,  license,  payroll,
franchise, transfer and recording taxes, fees and charges, imposed by the United


<PAGE>
States  or  any  state,  local  or  foreign  government or subdivision or agency
thereof,  whether computed on a separate, consolidated, unitary, combined or any
other  basis;  and  such  term  shall  include any interest, fines, penalties or
additional  amounts  attributable  to or imposed with respect to any such taxes,
charges,  fees,  levies  or  other assessments.  The Each of the Company and its
Subsidiaries  has  filed  all federal, state, local and other Tax returns it was
required  to  file,  and has duly paid in full or made adequate provision in its
books and records for the payment of all Taxes it was required to pay, except to
the extent that such failure to pay or reserve would not have a Material Adverse
Effect on the Company or its Subsidiaries. All such tax returns were correct and
complete  in all material respects.  Neither the Company nor its Subsidiaries is
currently  the beneficiary of any extension of time within which to file any tax
return.  Each  of the Company and its Subsidiaries has duly withheld and paid or
remitted  all  Taxes  required to have been withheld and paid in connection with
amounts  paid  or  owing  to  any  employee,  independent  contractor, creditor,
shareholder  or  other  person  or  entity  that  required withholding under any
applicable  Law,  including,  without  limitation,  any  amounts  required to be
withheld  or  collected  with  respect  to  social  security,  unemployment
compensation,  sales  or  use  taxes  or workers compensation, except where such
failure  to  withhold  or  pay  would  not have a Material Adverse Effect on the
Company or its Subsidiaries.  Except as set forth in Schedule 5.22, there are no
examinations  in  progress  or  material  claims  against  the  Company  or  its
Subsidiaries  relating to Taxes for any period or periods prior to and including
the  Balance  Sheet  Date  and no written notice of any claim for Taxes, whether
pending  or  threatened,  has  been  received  which  claim has not been finally
settled.  Neither the Company nor its Subsidiaries has granted or been requested
to  grant any extension of the limitation period not yet closed or agreed to any
extension  of time applicable to any claim for Taxes which still is in effect or
assessments  with  respect  to  Taxes  and  has not executed a closing agreement
pursuant  to  Section  7121 of the Code, or any predecessor provision thereof or
any  similar provision of state, local, foreign or other tax law that relates to
the  assets  or  operations of the Company or its Subsidiaries which still is in
effect.  Neither  the  Company  nor  its  Subsidiaries  is  a  party  to any Tax
allocation  or  sharing  agreement.  The  Company  has  never  been (nor has any
liability for Taxes because it once was) a member of  an affiliated group filing
a  consolidated  federal  income  tax  return, other  than  with  respect to the
consolidated federal income tax returns of the Company and its Subsidiaries, has
not  incurred  any  liability  for  the  Taxes  of  any  person  under  Treasury
Regulations  1.1502-6  (or any  similar provision of law) and has never incurred
any  liability  for  the  Taxes  of any person as a transferee or  successor, by
contract or otherwise.  The unpaid Taxes of the Company and/or its  Subsidiaries
(a) did not, as of the Balance Sheet Date, exceed any material amount the amount
shown as accrual for Taxes on the Interim Balance Sheet and (b)  will not exceed
by  any  material amount that accrual as adjusted for operation and transactions
of the Company or its Subsidiaries through the Closing  Date  in accordance with
the past custom and practice of the Company in filing its tax returns.  True and
complete copies of (a) any tax examinations and  statements of deficiencies, (b)
extensions  of  statutory  limitations  and (c) the federal, state and local Tax
returns of the Company and its Subsidiaries for the last three fiscal years have
been previously provided to PointeCom.  There are  no  requests  for  ruling  in
respect of any Tax pending between the  Company  or  its  Subsidiaries  and  any
Taxing  authority.  Except  with  respect  to  MSN Communications, Inc., neither


<PAGE>
the  Company nor its subsidiaries has ever been taxed  under  the  provisions of
Subchapter S of the Code.  The Company and its  Subsidiaries  currently  utilize
the accrual method of accounting for income tax purposes;  and  such  method  of
accounting has not changed in the past three years.  No  written notice has been
received from any Tax authority in any jurisdiction in which the Company or  its
Subsidiaries does not file tax returns that it is or may be subject to  taxation
by that jurisdiction. There are no security interests or  liens for Taxes on any
asset of the Company or its Subsidiaries,  except  for  Permitted  Encumbrances.
Neither  the  Company nor its Subsidiaries has filed  a  consent  under  section
341(f) of the Code concerning collapsible corporations and neither  the  Company
nor its Subsidiaries has been a United States real property holding  corporation
within the meaning of Section 897(c)(2) of the  Code  at  any  time  during  the
applicable period set forth in Section 897(e)(1)(A)(ii) of the Code. None of the
assets  and  properties  of  the  Company  or  its  Subsidiaries  secures  any
indebtedness,  the  interest  on which is tax-exempt under Section 103(a) of the
Code  or is an asset or property that the Company or any of its affiliates is or
will  be  required  to treat as being (i) owned by any other person  pursuant to
the provisions of section 168(f)(8) of the Internal Revenue  Code  of  1954,  as
amended, as in effect immediately before the enactment of the Tax  Reform Act of
1986, or (ii) tax-exempt use property within the meaning of Section 168(h)(1) of
the  Code.  Neither the Company nor its Subsidiaries has made  any payments,  is
not obligated to make any payments, and is not a party  to  any  agreement  that
under  certain  circumstances could require it to make any payments,  that would
not be deductible by reason of the application of Section 280G of the Code.  The
Company has not deferred any taxable income associated  with  any  inter-company
transactions as defined under the Regulations to Section 1502  of  the  Code.

5.23.  Absence of Changes.  Since the Balance Sheet Date, except as set forth in
Schedule  5.23,  the  Company  has  conducted,  in  all  material  respects, its
operations  in  the  ordinary  course  and  there  has  not  been:

(a)  any  material  adverse  change  in  the  business,  operations, properties,
condition (financial or other), assets, liabilities (contingent or otherwise) or
results  of  operations  of  the  Company,  individually  or  in  the aggregate;

(b)  any  damage,  destruction  or  loss  (whether  or not covered by insurance)
materially  adversely  affecting  the  properties  or  business  of the Company,
individually  or  in  the  aggregate;

(c)  except  as  contemplated by this Agreement or the transactions contemplated
hereby,  any  change  in  the  authorized capital stock of the Company or in its
outstanding  securities or any grant of any options, warrants, calls, conversion
rights  or  commitments;

(d)  except  as  contemplated by this Agreement or the transactions contemplated
hereby, any declaration or payment of any dividend or distribution in respect of
the  capital  stock  or  any  direct  or  indirect redemption, purchase or other
acquisition  of  any  of  the  capital  stock  of  the  Company;


<PAGE>
(e) any increase in the compensation payable or to become payable by the Company
to its stockholders or to any of its officers, directors, employees, consultants
or  agents,  except  for ordinary and customary bonuses and salary increases for
employees  in  accordance with past practice, which bonuses and salary increases
are  set  forth  in  Schedule  5.18;

(f)  any  material  labor  disputes,  labor  grievances  or  labor claims filed;

(g)  except  for  the Merger and any disposition contemplated by Section 7.1(f),
any sale or transfer, or any agreement to sell or transfer, any material assets,
properties  or  rights  of  the  Company  to  any  person;

(h) any cancellation, or agreement to cancel, any material indebtedness or other
material  obligation  owing  to  the  Company;

(i)  any  increase  in the indebtedness of the Company, other than the PointeCom
Loan  and  accounts  payable  incurred  in  the  ordinary  course  of  business,
consistent  with  past practices or incurred in connection with the transactions
contemplated  by  this  Agreement;

(j)  any  plan,  agreement  or  arrangement  granting any preferential rights to
purchase or acquire any interest in any of the assets, property or rights of the
Company  or requiring consent of any party to the transfer and assignment of any
such  assets,  property  or  rights;

(k)  any  purchase  or  acquisition  of,  or  agreement,  plan or arrangement to
purchase  or  acquire,  any  property,  rights or assets outside of the ordinary
course  of  the  Company's  business;

(l)  any  waiver  of  any  material  rights  or  claims  of  the  Company;

(m)  any  material  breach,  amendment  or termination of any material contract,
agreement,  Permit  or other right to which the Company is a party or any of its
property  is subject, except that which would not have a Material Adverse Effect
on  the  Company;  or

(n)  except  for  the  transactions  contemplated  by  this Agreement, any other
material  transaction  by  the  Company outside the ordinary course of business.

5.24.  Absence  of  Certain  Business Practices.  Neither the Company nor any of
its Affiliates on behalf of the Company has given or offered to give anything of
value  to any governmental official, political party or candidate for government
office  that  was  illegal  to  so  offer or give nor has it otherwise taken any
action  which  would constitute a violation of the Foreign Corrupt Practices Act
of  1977,  as  amended,  or  any  similar  Law.

5.25.  Competing  Lines  of Business; Related-Party Transactions.  Except as set
forth  in  Schedule  5.25,  no  officer,  director or any other Affiliate of the
Company  owns,  directly  or  indirectly,  any  interest  (other than up to five
percent (5%) of any class of securities listed on a national securities exchange
or  traded  publicly  in  the  over-the-counter  market)  in,  or is an officer,
director, employee or consultant of or otherwise receives remuneration from, any


<PAGE>
business  which is in a Competitive Business or is a competitor, lessor, lessee,
customer  or  supplier of the Company.  Except as set forth in Schedule 5.25, no
officer  or  director  of  the Company has any interest in any property, real or
personal,  tangible  or intangible, used in or pertaining to the business of the
Company.

5.26.  Intangible  Property.  Schedule  5.26  sets forth an accurate list of all
patents,  patent  applications, trademarks, service marks, technology, licenses,
trade names, copyrights  and other intellectual property or proprietary property
rights  owned  or  used by the Company, which are material to the conduct of the
Company's  business.  The  Company  owns or possesses sufficient legal rights to
use  all of such items, except where failure to own or possess such rights would
not  have  a  Material  Adverse  Effect  on  the  Company.

5.27.  Disclosure.  No  representation  or  warranty  of the Company or Newco to
PointeCom  in  this  Agreement  contains  or  will  contain  (at  the  time such
representation  or warranty is repeated) any untrue statement of a material fact
or  omits  to  state  a  material fact necessary in order to make the statements
herein,  in  light  of  the  circumstances  under  which  they  were  made,  not
misleading.

5.28.  Year  2000  Compliance.  All  devices,  systems,  machinery,  information
technology,  computer software and hardware, and other date sensitive technology
(jointly  and  severally its systems) owned by the Company and necessary for the
operation  of  the  Company's business as presently conducted, will be Year 2000
Compliant within a period of time calculated to result in no material disruption
of  any  of its business operations, and any systems that are not compliant will
not  have  a  Material Adverse Effect on the Company.  For purposes hereof, Year
2000  Compliant means that such systems are designed to be used prior to, during
and  after  the  Gregorian  calendar year 2000 A.D. and will operate during each
such time period substantially without error relating to date data, specifically
including  any  error relating to, or the product of, date data which represents
or  references  different  centuries  or  more  than  one  century.

None  of  the  representations  and  warranties  of  the Company and Newco shall
survive  the  Closing  hereunder.

ARTICLE  VI.  REPRESENTATIONS  AND  WARRANTIES  OF  POINTECOM

PointeCom  represents  and  warrants  to  the  Company  and  Newco  as  follows:

6.1.  Organization.  PointeCom is a corporation duly organized, validly existing
and  in  good  standing under the Laws of the State of Nevada, has all corporate
power  required to carry on its business as now conducted and is duly authorized
and  qualified  under all applicable Laws to carry on its business in the places
and in the manner now conducted.  Except as set forth in Schedule 6.1, PointeCom
is  qualified to do business as a foreign corporation in each jurisdiction where
the  character  of  the  property  owned  or  leased  by it or the nature of its
activities makes such qualification necessary, except for jurisdiction where the
failure  to  qualify  would  not  have  a  Material Adverse Effect on PointeCom.
PointeCom  has  the  requisite  corporate  power and corporate authority to own,
lease and operate its assets and properties and to carry on its business as such


<PAGE>
business is currently being conducted.  Correct and complete copies of all stock
records  and  minute books of PointeCom have been made available to the Company.

6.2.  Authorization;  Non-Contravention;  Approvals.

(a) PointeCom has the corporate power and corporate authority to enter into each
of  the  Transaction Documents to which it is a party, and, subject to obtaining
the hereinafter described approvals, to consummate the transactions contemplated
hereby.  The  execution,  delivery  and  performance  of each of the Transaction
Documents  to which it is party is subject to the Requisite Stockholder Approval
of  PointeCom.  Other  than  such  board and shareholder approval, no additional
corporate  proceedings  on  the  part of PointeCom is necessary to authorize the
execution  and  delivery  of  each of the Transaction Documents to which it is a
party  and the consummation of the transactions contemplated hereby.  Subject to
obtaining the foregoing approvals, each of the Transaction Documents to which it
is  a  party  has  been duly and validly executed and delivered by PointeCom and
(assuming  the  due  authorization,  execution  and  delivery by the Company and
Newco,  and each Transaction Document to which it is a party constitutes a valid
and  binding  agreement  of the Company and Newco) constitutes valid and binding
agreements  of PointeCom in accordance with its terms, except as the same may be
limited  by  applicable  bankruptcy,  insolvency,  reorganization, moratorium or
similar  Laws now or hereafter in effect, affecting the enforcement of creditors
rights  generally  and  general  equitable principles regardless of whether such
enforceability  is  considered  in  a  proceeding  at  law  or  in  equity.

(b)  Subject to obtaining the foregoing approvals, the execution and delivery of
each  of  the  Transaction Documents to which it is a party by PointeCom do not,
and  the consummation by PointeCom  of the transactions contemplated hereby will
not  (i)  violate  or  result in a breach of any provision of the Certificate of
Incorporation  or Bylaws of the PointeCom, (ii) assuming compliance with matters
referred  to  in paragraph (c) of this section, violate or result in a breach of
any Laws applicable to PointeCom or its properties or assets or (iii) violate or
result  in  a  breach  of any provision of, or constitute a default (or an event
which,  with notice or lapse of time or both, would constitute a default) under,
or  result  in the termination of, or accelerate the performance required by, or
result  in  a  right  of  termination  or  acceleration  under, or result in the
creation  of  any  Encumbrance upon any of the properties or assets of PointeCom
under  any  of  the  terms,  conditions or provisions of, except as set forth in
Schedule  6.2,  any  note,  bond,  mortgage,  indenture, deed of trust, license,
franchise,  permit,  concession,  lease  or  other  instrument,  obligation  or
agreement  of  any kind to which the PointeCom is now a party or by which any of
its properties or assets may be bound or affected, except in the case of clauses
(ii)  and (iii), for any such violation or breach that would not have a Material
Adverse  Effect  on  PointeCom.

(c)  Except  for  obtaining  the foregoing approvals, the Merger Filing and such
filings  as  may  be  required  under  federal  or  state  securities  Laws,  no
declaration,  filing  or  registration  with,  or  notice  to, or authorization,
consent  or  approval of, any Governmental Authority or third party is necessary


<PAGE>
for  the execution and delivery of each of the Transaction Documents to which it
is  a  party  by  PointeCom or the consummation by PointeCom of the transactions
contemplated  hereby.  Except  as  set  forth  in  Schedule  6.2,  none  of  the
agreements,  licenses  or  permits  to  which  the PointeCom is a party requires
notice  to,  or the consent or approval of any third party for the execution and
delivery  of  each  of  the  Transaction  Documents  to  which  it is a party by
PointeCom  and  the  consummation  of  the  transactions  contemplated  hereby.

6.3.  SEC  Filings;  Disclosure.  PointeCom  has filed with the SEC all material
forms, statements, reports and documents required to be filed by it prior to the
date  hereof  under each of the 1933 Act, the 1934 Act, and the respective rules
and  regulations  thereunder,  (a)  except  as set forth on Schedule 6.3, all of
which,  as  amended, if applicable, complied when filed in all material respects
with  all  applicable  requirements  of  the  appropriate  Act and the rules and
regulations  thereunder,  and  (b)  none  of  which,  as amended, if applicable,
contains any untrue statement of material fact or omits to state a material fact
required  to be stated therein or necessary in order to make the statements made
therein, in the light of the circumstances under which they were made and at the
time  they  were  made,  not  misleading.  The financial statements of PointeCom
included  in  PointeCom's annual report on Form 10-KSB for the fiscal year ended
December 31, 1998 and Form 10-Q for the fiscal quarter ended September 30, 1999,
comply  as  to  form  in  all  material  respects  with  applicable  accounting
requirements  and  the  published  rules and regulations of the SEC with respect
thereto,  have  been  prepared  in accordance with GAAP, applied on a consistent
basis  during the period covered and fairly represent, in all material respects,
the  financial  position  of PointeCom as of the date thereof and the results of
operations  and  changes  in  financial  position  for  the  period  then ended.

6.4.  Capitalization.  The  authorized,  issued and outstanding capital stock of
PointeCom  is  set  forth  on  Schedule  6.4.  All of the issued and outstanding
shares  of  PointeCom  Common Stock have been duly authorized and validly issued
(except  as  set  forth  on  Annex  J  to  Schedule  6.4),  are  fully  paid and
nonassessable,  and  were  offered,  issued,  sold and delivered by PointeCom in
compliance  with  all applicable Laws, including, without limitation, those Laws
concerning  the  issuance  of  securities.  None  of  such shares were issued in
violation  of the preemptive rights of any past or present stockholders.  Except
as  set  forth  in  Schedule  6.4,  no  subscription,  option,  warrant,  call,
convertible  or  exchangeable  security, other conversion right or commitment of
any  kind  exists  which  obligates PointeCom to issue any of its capital stock.

6.5.  Subsidiaries.  Except  as  set  forth  in Schedule 6.5, PointeCom owns, of
record  or  beneficially, or controls, directly or indirectly, no capital stock,
securities  convertible  into  or  exchangeable  for  capital stock or any other
equity  interest  in  any  corporation,  association  or  other business entity.
Except as set forth in Schedule 6.5, PointeCom is not, directly or indirectly, a
participant  in  any  joint  venture,  limited liability company, partnership or
other  noncorporate  entity.

6.6.  Financial  Statements.


<PAGE>
(a)  PointeCom  has  delivered  to  the Company complete copies of the following
financial  statements:

(i)  the  audited  balance sheets of PointeCom as of December 31, 1996, 1997 and
1998  and the related audited statements of income, stockholders equity and cash
flows  for  the  three-year  period  ended  December 31, 1998, together with the
related notes, schedules and audit report of PointeCom's independent accountants
(such  balance sheets and the related statements of income and the related notes
and  schedules  are  referred  to  herein  as  the  PointeCom Year-End Financial
Statements);  and;

(ii)  the  unaudited  balance  sheet  (the  PointeCom  Interim Balance Sheet) of
PointeCom  as  of  September 30, 1999 (the PointeCom Balance Sheet Date) and the
related  unaudited  statement  of operations for the interim period ended on the
PointeCom  Balance  Sheet  Date,  together  with the related notes and schedules
(such balance sheets, the related statements of income and the related notes and
schedules are referred to herein as the PointeCom Interim Financial Statements).
The  PointeCom Year-End Financial Statements and the PointeCom Interim Financial
Statements  (collectively,  the  PointeCom Financial Statements) are attached as
Schedule  6.6  to  this  Agreement.

(b) Except as set forth in Schedule 6.6, the PointeCom Financial Statements have
been  prepared  from  the books and records of PointeCom in conformity with GAAP
(except  for  the absence of notes in the Interim PointeCom Financial Statements
and  that  the  Interim  PointeCom  Financial Statements are subject to year-end
audit  adjustments,  none of which are expected to be material) and will present
fairly in all material respects the financial position and results of operations
of  PointeCom  as  of  the  dates of such statements and for the periods covered
thereby.  The  books  of  account  of PointeCom have been kept accurately in all
material  respects  in the ordinary course of business, the transactions entered
therein represent bona fide transactions, and the revenues, expenses, assets and
liabilities  of  PointeCom  have  been properly recorded therein in all material
respects.

6.7.  Liabilities  and  Obligations.  Except as set forth in Schedule 6.7, as of
the  PointeCom  Balance  Sheet Date, PointeCom did not have, nor has it incurred
since  that  date,  any  liabilities  or obligations (whether absolute, accrued,
contingent  or  otherwise)  of  any  nature  which would have a Material Adverse
Effect  on  PointeCom,  except (a) liabilities, obligations or contingencies (i)
that  are  accrued  or reserved against in the PointeCom Financial Statements or
reflected  in  the  notes thereto or (ii) that were incurred after the PointeCom
Balance  Sheet  Date  and  were  incurred  in  the  ordinary course of business,
consistent  with past practices, and (b) liabilities and obligations that are of
a  nature  not  required  to  be reflected in the PointeCom Financial Statements
prepared  in accordance with GAAP and that were incurred in the normal course of
business,  which  material liabilities and obligations are described in Schedule
6.7.  Schedule  6.7  sets  forth  PointeCom's  outstanding  principal  amount of
indebtedness  for borrowed money (including overdrafts) as of November 30, 1999.

6.8.  Assets.


<PAGE>
(a)  Schedule  6.8 sets forth an accurate list of all real and personal property
included  in  property  and equipment on the PointeCom Interim Balance Sheet and
all  other  tangible  assets of PointeCom with a book value in excess of $10,000
acquired since the PointeCom Balance Sheet Date.  PointeCom shall make available
to  the  Company  true,  complete  and  correct copies of leases for significant
equipment  and for all real property leased by PointeCom. Schedule 6.8 indicates
which  assets used in the operation of the businesses of PointeCom are currently
owned by Affiliates of PointeCom.  Except as specifically identified in Schedule
6.8,  all  of  the  material  tangible  assets,  vehicles  and other significant
machinery  and  equipment  of PointeCom listed in Schedule 6.8 are in sufficient
condition  for  the  conduct  of  PointeCom's  business.  Except as specifically
described  in  Schedule  6.8, all fixed assets used by PointeCom in its business
are  either owned by PointeCom or leased under agreements identified in Schedule
6.8.  All material leases set forth in Schedule 6.8 are in full force and effect
and  constitute  valid and binding agreements of PointeCom, and to the knowledge
of  PointeCom,  the  other  parties  thereto in accordance with their respective
terms.  Schedule  6.8  contains  true,  complete and correct copies of all title
reports  and  title  insurance  policies  received  or  owned  by  PointeCom.

(b) PointeCom has good and marketable title to, or valid leasehold interests in,
the  tangible  and  intangible  personal  property  owned  by it and used in its
business,  including  the  properties  identified  in Schedule 6.8 as owned real
property,  free  and clear of all Encumbrances other than Permitted Encumbrances
and  those set forth in Schedule 6.8.  PointeCom does not own any real property.

(c)  Except  as  specifically  described  in  Schedule  6.8,  the  tangible  and
intangible  assets  owned or leased by PointeCom include all the material assets
used in the operation of the business of PointeCom as conducted at the PointeCom
Balance  Sheet  Date,  except for dispositions of such assets since such date in
the  ordinary  course  of  business,  consistent  with  past  practices.

6.9.  Material  Customers  and  Contracts.

(a)  Schedule  6.9 sets forth an accurate list of (i) all customers representing
10%  or  more  of  PointeCom's revenues for the fiscal year ended in 1998 or the
interim  period ended on the PointeCom Balance Sheet Date, and (ii) all material
executory  contracts,  warranties,  commitments  and similar agreements to which
PointeCom is currently a party or by which it or any of its properties is bound,
including, but not limited to, (A) all customer contracts in excess of $100,000,
including,  without  limitation,  consignment  contracts, (B) contracts with any
labor  organizations,  (C) leases providing for annual rental payments in excess
of  $100,000,  (D)  loan  agreements,  (E)  pledge  and security agreements, (F)
indemnity  or  guaranty  agreements  or  obligations , (G) bonds, (H) notes, (I)
mortgages,  (J) joint venture or partnership agreements, (K) options to purchase
real  or  personal property, and (L) agreements relating to the purchase or sale
by  PointeCom  of  assets  (other  than  oral  agreements  relating  to sales of
inventory  or  services in the ordinary course of business, consistent with past
practices)  or  securities  for  more than $100,000, individually.  Prior to the


<PAGE>
date  hereof,  PointeCom  has made available to the Company complete and correct
copies  of  all  such  agreements.

(b)  Except to the extent set forth in Schedule 6.9, since the PointeCom Balance
Sheet  Date,  (i) no material customer has canceled or substantially reduced or,
to  the  knowledge  of  PointeCom, intends to cancel or substantially reduce its
purchases  of  PointeCom's  products  or  services;  and  (ii)  PointeCom  is in
compliance  with all material commitments and obligations pertaining to it under
such  agreements  and  is  not  in  material default under any of the agreements
described  in  subsection  (a),  no  notice  of  default  has  been  received by
PointeCom,  and  to  the  knowledge  of PointeCom, there is no event which, with
notice  or  the  passage of time or both, would result in a default under any of
the  agreements  described  in subsection (a), where such a default would have a
Material  Adverse  Effect  on  PointeCom.

(c)  Except to the extent set forth in Schedule 6.9, PointeCom is not a party to
any  governmental  contracts  subject to price redetermination or renegotiation.
Except  to  the  extent  set forth in Schedule 6.9, PointeCom is not required to
provide  any  bonding  or other financial security arrangements in any amount in
connection  with  any  transactions  with any of its customers or suppliers, the
failure  of  which  would  have  a  Material  Adverse  Effect  on  PointeCom

6.10.  Permits.  Except  as  set  forth  on  Schedule  6.10,  PointeCom  has all
franchises, permits, licenses and any other governmental authority necessary for
the conduct of its business as now being conducted, the lack of which would have
a  Material Adverse Effect (the "PointeCom Permits").  The PointeCom Permits are
valid,  and  PointeCom has not received any written notice that any Governmental
Authority  intends  to  cancel,  terminate  or  not  renew any such Permit.  The
PointeCom Permits are all the permits that are required by Law for the operation
of  the  business  of PointeCom as conducted at the PointeCom Balance Sheet Date
and  the  ownership  of  the assets of PointeCom, except such PointeCom Permits,
which  the  failure  to  possess  would  not  have  a Material Adverse Effect on
PointeCom. PointeCom has conducted and is conducting its business in substantial
compliance  with  the  PointeCom  Permits  and is not in violation of any of the
foregoing,  except  for  any violations that individually or in the aggregate do
not  have  a  Material  Adverse  Effect  on  PointeCom.  Except  as specifically
provided  in Schedule 6.10, the transactions contemplated by this Agreement will
not  result  in a default under or a breach or violation of, or adversely affect
the  rights and benefits afforded to PointeCom by, any PointeCom Permits, except
for  breaches  or  violations  that  would not have a Material Adverse Effect on
PointeCom.

6.11.   Environmental Matters.  Except as set forth in Schedule 6.11, and except
for  such  matters as would not have a Material Adverse Effect on PointeCom, (a)
PointeCom has complied with and is in compliance, in all material respects, with
all  Environmental,  Health  and  Safety  Laws,  including,  without limitation,
Environmental,  Health  and  Safety  Laws  relating  to air, water, land and the
generation,  storage,  use,  handling,  transportation, treatment or disposal of
Hazardous  Substances;  (b) PointeCom has obtained and complied, in all material
respects,  with  all  necessary  permits and other approvals necessary to treat,


<PAGE>
transport,  store,  dispose of and otherwise handle Hazardous Substances and has
reported,  to  the extent required by all Environmental, Health and Safety Laws,
all  past  and  present  sites  owned  or  operated by PointeCom where Hazardous
Substances  have  been treated, stored, disposed of or otherwise handled; (c) to
PointeCom's  knowledge,  there  have been no releases or threats of releases (as
defined  in  any  Environmental,  Health and Safety Laws) at, from, in or on any
property  owned or operated by PointeCom; (d) to PointeCom's knowledge, there is
no  on-site  or off-site location to which PointeCom has transported or disposed
of  Hazardous  Substances  or  arranged  for  the  transportation or disposal of
Hazardous  Substances  which  is  the  subject  of  any federal, state, local or
foreign  enforcement  action  or any other investigation which could lead to any
claim  against  the  Surviving  Corporation, PointeCom or Newco for any clean-up
cost,  remedial work, damage to natural resources or personal injury, including,
but  not  limited  to,  any  claim  under  (i)  the  Comprehensive Environmental
Response,  Compensation and Liability Act of 1980, as amended, (ii) the Resource
Conservation and Recovery Act, (iii) the Hazardous Materials Transportation Act,
or  (iv)  comparable  state  and  local  statutes  and  regulations;  and (e) to
PointeCom's  knowledge, PointeCom has no contingent liability in connection with
any  release  or  disposal  of any Hazardous Substance into the environment.  To
PointeCom's  knowledge,  none  of the past or present sites owned or operated by
PointeCom  is  currently  or  has  ever  been designated as a treatment, storage
and/or  disposal  facility,  nor has any such facility ever applied for a Permit
designating  it  as  a  treatment,  storage  and/or disposal facility, under any
Environmental,  Health  or  Safety  Law.

6.12.  Labor  and  Employee  Relations.  Except  as  set forth in Schedule 6.12,
PointeCom  is  not  bound by or subject to any arrangement with any labor union.
Except  as set forth in Schedule 6.12, no employees of PointeCom are represented
by  any  labor  union  or covered by any collective bargaining agreement nor, to
PointeCom's  knowledge,  is  any  campaign  to  establish such representation in
progress.  There  is  no  pending or, to PointeCom's knowledge, threatened labor
dispute  involving  PointeCom  and  any group of its employees nor has PointeCom
experienced  any  significant  labor  interruptions  over  the  past five years.
PointeCom  has  no knowledge of any significant issues or problems in connection
with  the  relationship  of  PointeCom  with  its  employees.

6.13.  Insurance.  Schedule 6.13 sets forth an accurate list as of the PointeCom
Balance  Sheet  Date  of  all insurance policies that are material to PointeCom.
The  policies  described  in  such Schedule 6.13 for the current policy year are
currently  in  full  force  and  effect  and,  to the knowledge of PointeCom, no
defaults  exist  under  any  of  them.

6.14.  Compensation;  Employment  Agreements.  Schedule  6.14  sets  forth  an
accurate  list of all officers, directors and employees of PointeCom with annual
salaries of $100,000 or more, listing the rate of compensation (and the portions
thereof  attributable  to  salary,  bonus,  benefits  and  other  compensation,
respectively) of each of such persons as of (a) the PointeCom Balance Sheet Date
and  (b)  the date hereof.   PointeCom shall make available to the Company true,
complete  and correct copies of each employment or consulting agreement with any
employee of PointeCom.  Except as disclosed on Schedule 6.14, PointeCom is not a


<PAGE>
party  to  or  bound  by,  with  respect to any officer, employee or independent
contractor of PointeCom, any (i) employment, termination or severance agreement,
(ii)  agreement  (A) the benefits of which are contingent, or the terms of which
are materially altered, upon the occurrence of a transaction involving PointeCom
of  the  nature  of  any of the transactions contemplated by this Agreement, (B)
providing  any  term  of  employment  or  compensation guarantee extending for a
period  of  one  year  or  longer  or  (C) providing severance benefits or other
benefits  after  the  termination  of  employment  not  comparable  to  benefits
available  to  employees  generally,  (iii) agreement, plan or arrangement under
which  any person may receive payments that may be subject to the tax imposed by
Section  4999  of  the  Code  or  included  in the determination of such persons
parachute  payment  under  Section  280G of the Code and (iv) agreement or plan,
including  any  stock option plan or stock purchase plan, any of the benefits of
which  will be increased, or the vesting or other realization of the benefits of
which will be accelerated, by the occurrence of the transactions contemplated by
this  Agreement  or the value of any of the benefits of which will be calculated
on  the  basis  of  the  transactions  contemplated  by  this  Agreement.

6.15.  Noncompetition  and Nonsolicitation Agreements.  Schedule 6.15 sets forth
all agreements containing covenants not to compete or solicit employees to which
PointeCom  is  bound  or  under  which  PointeCom  has  any  material  rights or
obligations.

6.16.  Litigation  and  Compliance  with  Law.  Except  as set forth in Schedule
6.16,  there  are  no  actions,  suits  or  proceedings,  pending  (of which the
PointeCom  has received notice or with respect to which served with process) or,
to  the  knowledge  of  PointeCom,  threatened  against  PointeCom, at law or in
equity,  or  before  or  by  any Governmental Authority having jurisdiction over
PointeCom.  No  written notice of any claim, action, suit or proceeding, whether
pending or threatened, has been received by PointeCom.  Except to the extent set
forth  in  Schedule 6.16, PointeCom has conducted and is conducting its business
in compliance with all Laws applicable to PointeCom, its assets or the operation
of  its  business,  except  such  non-compliance  that would not have a Material
Adverse  Effect  on  PointeCom.

6.17.  Taxes.  Each  of  PointeCom  and  its Subsidiaries has filed all federal,
state, local and other Tax returns it was required to file, and has duly paid in
full  or made adequate provision in the books and records for the payment of all
Taxes  it  was required to pay, except to the extent that such failure to pay or
to  reserve  would  not  have  a  Material  Adverse  Effect  on PointeCom or its
Subsidiaries.  All  such  Tax  returns were correct and complete in all material
respects.  Neither  PointeCom  nor its Subsidiaries is currently the beneficiary
of any extension of time within which to file any tax return.  PointeCom and its
Subsidiaries  have duly withheld and paid or remitted all Taxes required to have
been withheld and paid in connection with amounts paid or owing to any employee,
independent  contractor,  creditor,  shareholder  or other person or entity that
required  withholding  under  any applicable Law, including, without limitation,
any  amounts  required  to  be  withheld  or  collected  with  respect to social
security, unemployment compensation, sales or use taxes or workers compensation,
except  where such failure would not have a Material Adverse Effect on PointeCom
or  its  Subsidiaries.  Except  as  set  forth  in  Schedule  6.17, there are no
examinations  in  progress  or  material  claims  against  PointeCom  or  its


<PAGE>
Subsidiaries  relating to Taxes for any period or periods prior to and including
the  PointeCom  Balance Sheet Date and no written notice of any claim for Taxes,
whether  pending  or  threatened,  has  been  received  which claim has not been
finally  settled.  Neither  PointeCom  nor  its Subsidiaries has granted or been
requested  to  grant  any  extension  of the limitation period not yet closed or
agreed to any extension of time applicable to any claim for Taxes which is still
in  effect  or  assessments with respect to Taxes and has not executed a closing
agreement  pursuant  to  Section  7121 of the Code, or any predecessor provision
thereof  or any similar provision of state, local, foreign or other tax law that
relates  to  the  assets or operations of PointeCom or its Subsidiaries which is
still  in  effect.  Neither PointeCom nor its Subsidiaries is a party to any Tax
allocation  or  sharing  agreement.  Neither  PointeCom nor its Subsidiaries has
ever  been  (nor has any liability for Taxes because it once was) a member of an
affiliated  group  filing  a  consolidated federal income tax return, other than
with  respect to the consolidated federal income tax return of PointeCom and its
Subsidiaries,  has  not incurred any liability for the Taxes of any person under
Treasury  Regulations  1.1502-6  (or any similar provision of law) and has never
incurred any liability for the Taxes of any person as a transferee or successor,
by contract or otherwise.  The unpaid Taxes of PointeCom and/or its Subsidiaries
(a)  did not, as of the PointeCom Balance Sheet Date, exceed any material amount
the amount shown as accrual for Taxes on the PointeCom Interim Balance Sheet and
(b)  will  not  exceed  by  any  material  amount  that  accrual as adjusted for
operation  and transactions of PointeCom or its Subsidiaries through the Closing
Date  in accordance with the past custom and practice of PointeCom in filing its
tax  returns.  True  and  complete  copies  of  (a)  any  tax  examinations  and
statements  of deficiencies, (b) extensions of statutory limitations and (c) the
federal,  state  and local Tax returns of PointeCom and its Subsidiaries for the
last  three  fiscal years have been previously provided to PointeCom.  There are
no  requests  for  ruling in respect of any Tax pending between PointeCom or its
Subsidiaries  and  any  Taxing authority. Neither PointeCom nor its Subsidiaries
has ever been taxed under the provisions of Subchapter S of the Code.  PointeCom
and  its  Subsidiaries  currently  utilize  the accrual method of accounting for
income  tax  purposes; and such method of accounting has not changed in the past
three  years.  No written notice has been received from any Tax authority in any
jurisdiction  in  which  PointeCom or its Subsidiaries does not file tax returns
that  it  is  or  may  be subject to taxation by that jurisdiction. There are no
security  interests  or  liens  for  Taxes  on  any  asset  of  PointeCom or its
Subsidiaries,  except  for  Permitted  Encumbrances.  Neither  PointeCom nor its
Subsidiaries  has  filed  a  consent under section 341(f) of the Code concerning
collapsible  corporations  and neither PointeCom nor its Subsidiaries has been a
United  States  real  property holding corporation within the meaning of Section
897(c)(2)  of  the  Code  at  any time during the applicable period set forth in
Section  897(e)(1)(A)(ii)  of  the  Code.  None  of the assets and properties of
PointeCom or its Subsidiaries secures any indebtedness, the interest on which is
tax-exempt  under  Section  103(a)  of  the Code or is an asset or property that
PointeCom  or any of its affiliates is or will be required to treat as being (i)
owned by any other person pursuant to the provisions of section 168(f)(8) of the
Internal  Revenue  Code of 1954, as amended, as in effect immediately before the
enactment  of the Tax Reform Act of 1986, or (ii) tax-exempt use property within
the  meaning  of  Section  168(h)(1)  of  the  Code.  Neither  PointeCom nor its
Subsidiaries  has  made any payments, is not obligated to make any payments, and


<PAGE>
is  not  a party to any agreement that under certain circumstances could require
it  to  make  any  payments,  that  would  not  be  deductible  by reason of the
application  of  Section  280G  of  the  Code.

6.18.  Absence  of  Changes.  Since  the PointeCom Balance Sheet Date, except as
set  forth  in Schedule 6.18, PointeCom has conducted, in all material respects,
its  operations  in  the  ordinary  course  and  there  has  not  been:

(a)  any  material  adverse  change  in  the  business,  operations, properties,
condition (financial or other), assets, liabilities (contingent or otherwise) or
results  of  operations  of  PointeCom,  individually  or  in  the  aggregate;

(b)  any  damage,  destruction  or  loss  (whether  or not covered by insurance)
materially  adversely  affecting  the  properties  or  business  of  PointeCom,
individually  or  in  the  aggregate;

(c)  except  as  contemplated by this Agreement or the transactions contemplated
hereby,  any  change  in  the  authorized  capital  stock of PointeCom or in its
outstanding  securities or any grant of any options, warrants, calls, conversion
rights  or  commitments;

(d)  except  as  contemplated by this Agreement or the transactions contemplated
hereby, any declaration or payment of any dividend or distribution in respect of
the  capital  stock  or  any  direct  or  indirect redemption, purchase or other
acquisition  of  any  of  the  capital  stock  of  PointeCom;

(e)  any  increase in the compensation payable or to become payable by PointeCom
to its stockholders or to any of its officers, directors, employees, consultants
or  agents,  except  for ordinary and customary bonuses and salary increases for
employees  in  accordance with past practice, which bonuses and salary increases
are  set  forth  in  Schedule  6.14;

(f)  any  material  labor  disputes,  labor  grievances  or  labor claims filed;

(g)  except  for  the  Merger, any sale or transfer, or any agreement to sell or
transfer,  any material assets, properties or rights of PointeCom to any person;

(h) any cancellation, or agreement to cancel, any material indebtedness or other
material  obligation  owing  to  PointeCom;

(i)  any  increase  in  the indebtedness of PointeCom, other than related to the
Class  B  Convertible  Preferred  Stock  and  accounts  payable  incurred in the
ordinary  course  of  business,  consistent  with  past practices or incurred in
connection  with  the  transactions  contemplated  by  this  Agreement;

(j)  any  plan,  agreement  or  arrangement  granting any preferential rights to
purchase  or  acquire  any  interest in any of the assets, property or rights of
PointeCom  or  requiring  consent of any party to the transfer and assignment of
any  such  assets,  property  or  rights;


<PAGE>
(k)  any  purchase  or  acquisition  of,  or  agreement,  plan or arrangement to
purchase  or  acquire,  any  property,  rights or assets outside of the ordinary
course  of  PointeCom's  business;

(l)  any  waiver  of  any  material  rights  or  claims  of  PointeCom;

(m)  any  material  breach,  amendment  or termination of any material contract,
agreement,  Permit  or  other  right to which PointeCom is a party or any of its
property  is subject, except that which would not have a Material Adverse Effect
on  PointeCom;  or

(n)  any  other material transaction by PointeCom, other than as contemplated by
this  Agreement,  outside  the  ordinary  course  of  business.

6.19.  Absence  of Certain Business Practices.  Neither PointeCom nor any of its
Affiliates  has  given  or offered to give anything of value to any governmental
official, political party or candidate for government office that was illegal to
so  offer or give nor has it otherwise taken any action which would constitute a
violation  of  the  Foreign  Corrupt  Practices  Act of 1977, as amended, or any
similar  Law.

6.20.  Competing  Lines  of Business; Related-Party Transactions.  Except as set
forth  in  Schedule  6.20,  no  officer  or  director  or any other Affiliate of
PointeCom  owns,  directly  or  indirectly,  any interest (other than up to five
percent (5%) of any class of securities listed on a national securities exchange
or  traded  publicly  in  the  over-the-counter  market)  in,  or is an officer,
director, employee or consultant of or otherwise receives remuneration from, any
business  which is in a Competitive Business or is a competitor, lessor, lessee,
customer  or  supplier  of  PointeCom.  Except as set forth in Schedule 6.20, no
officer  or  director  of  PointeCom  has  any interest in any property, real or
personal,  tangible  or  intangible,  used  in  or pertaining to the business of
PointeCom.

6.21.  Intangible  Property.  Schedule  6.21  sets forth an accurate list of all
patents,  patent  applications, trademarks, service marks, technology, licenses,
trade  names,  copyrights   and  other  intellectual  property  or  proprietary
property rights owned or used by PointeCom, which are material to the conduct of
PointeCom's  business.  PointeCom  owns  or possesses sufficient legal rights to
use  all of such items, except where failure to own or possess such rights would
not  have  a  Material  Adverse  Effect  on  PointeCom.

6.22.  Disclosure.  None  of  the information so provided nor any representation
or  warranty  of PointeCom to the Company or Newco in this Agreement contains or
will  contain  (at  the  time  such  representation or warranty is repeated) any
untrue  statement of a material fact or omits to state a material fact necessary
in  order  to  make  the  statements herein, in light of the circumstances under
which  they  were  made,  not  misleading.

6.23.  Year  2000  Compliance.  All  devices,  systems,  machinery,  information
technology,  computer software and hardware, and other date sensitive technology
(jointly  and  severally  its  systems) owned by PointeCom and necessary for the
operation  of  PointeCom's  business  as  presently  conducted will be Year 2000


<PAGE>
Compliant within a period of time calculated to result in no material disruption
of  any  of its business operations, and any systems that are not compliant will
not  have  a  Material  Adverse  Effect  on  PointeCom.

6.24.  Employee  Benefit  Plans.

(a) Schedule 6.24 sets forth an accurate schedule of each employee benefit plan,
as  defined  in  Section  3(3) of the Employee Retirement Income Security Act of
1974,  as  amended  (ERISA),  and  all  nonqualified  deferred  compensation
arrangements,  whether  formal  or  informal and whether legally binding or not,
under which PointeCom or an ERISA Affiliate has any current or future obligation
or  liability  or  under which any present or former employee of PointeCom or an
ERISA  Affiliate,  or  such  present  or  former  employees  dependents  or
beneficiaries,  has  any current or future right to benefits (each such plan and
arrangement  referred  to  hereinafter  as  a PointeCom Plan), and PointeCom has
provided  or  made  available  to  the  Company true and complete copies of such
PointeCom  Plans,  any  trusts  and  other  arrangements  related  thereto,  and
classifications  of  employees covered thereby as of the PointeCom Balance Sheet
Date.  Except  as  set  forth  in Schedule 6.27, neither PointeCom nor any ERISA
Affiliate sponsors, maintains or is obligated to contribute currently, or at any
time during the preceding five years, has sponsored, maintained or was obligated
to contribute to, any plan,  program,  fund  or  arrangement that constitutes an
employee  pension  benefit  plan  as  defined  in  Section 3(2) of ERISA that is
subject  to  Title  IV  of  ERISA.  Each  PointeCom  Plan  may  be terminated by
PointeCom,  or  if  applicable,  by  an  ERISA Affiliate at any time without any
liability,  cost or expense, other than costs and expenses that are customary in
connection  with  the  termination  of  a  PointeCom Plan.  For purposes of this
Agreement,  the term PointeCom ERISA Affiliate means any corporation or trade or
business  which  is,  or  ever  was, treated as a single employer with PointeCom
under  Section  414(b),  (c),  (m)  or  (o)  of  the  Code.

(b)  Except  as set forth on Schedule 6.24(b), each Plan listed in Schedule 6.24
is  in compliance in all material respects with its own terms and the applicable
provisions  of  ERISA,  the  Code,  and any other applicable Law.  Except as set
forth  in  Schedule  6.24,  with  respect  to  each  Plan  of PointeCom and each
PointeCom  ERISA  Affiliate  (other  than  a  multiemployer  plan, as defined in
Section  4001(a)(3)  of  ERISA),  all reports and other documents required under
ERISA  or  other applicable Law to be filed with any Governmental Authority, the
failure  of  which  to file could reasonably be expected to result in a material
liability  to  PointeCom  or  any PointeCom ERISA Affiliate, including all Forms
5500  or  required to be distributed to participants or beneficiaries, have been
duly  and  timely  filed  or  distributed.  True and complete copies of all such
reports and other documents with respect to the past three years (if applicable)
for  each  Plan  have  been  provided to, or made available to, the Company.  No
accumulated  funding  deficiency (as defined in Section 412(a) of the Code) with
respect  to  any  Plan  has  been incurred (without regard to any waiver granted
under  Section  412  of  the Code), nor has any funding waiver from the Internal
Revenue  Service  been  received  or requested.  Except as set forth in Schedule
6.24,  each  Plan that is intended to be qualified within the meaning of Section


<PAGE>
401(a)  of  the  Code (a Qualified Plan) is, and has been during the period from
its adoption to the date hereof, so qualified, both as to form and operation and
all  necessary  approvals of Governmental Authorities have been timely obtained.
Except  as set forth in Schedule 6.24, all accrued contribution obligations, and
any  other liability to pay benefits, of PointeCom with respect to any Plan have
either  been fulfilled in their entirety or are fully reflected in the Financial
Statements.

(c)  Except  as  set  forth  in  Schedule  6.24(c),  no  Plan has incurred or is
reasonably  likely  to  incur,  and  neither  PointeCom  nor any PointeCom ERISA
Affiliate  has  incurred  or  is  reasonably likely to incur with respect to any
Plan,  any  liability  for  excise  tax  or  penalty due to the Internal Revenue
Service  or  any  other  governmental  authority,  and  no  Plan  termination or
discontinuance  of  contributions  to  any Plan has resulted in or is reasonably
likely to result in the retroactive disqualification of any Plan qualified under
Section  401(a) of the Code or has resulted in or is reasonably likely to result
in  any  liability  to  PointeCom  or  any  ERISA Affiliate.  There have been no
terminations,  partial  terminations  or  discontinuances  of  contributions  by
PointeCom  or  any  PointeCom  ERISA  Affiliate to any Qualified Plan during the
preceding  five  years.

(d) Except as set forth in Schedule 6.24(d), neither PointeCom nor any PointeCom
ERISA  Affiliate  has  made  any  promises  of  retirement  or other benefits to
employees,  except  as  set  forth  in  the Plans, and neither PointeCom nor any
PointeCom  ERISA  Affiliate  maintains  or  has  established any arrangement for
retiree  medical  liabilities  or any Plan that is a welfare benefit plan within
the  meaning  of  Section 3(1) of ERISA that provides for continuing benefits or
coverage  for  any  participant  or  any beneficiary of a participant after such
participants  termination  of employment, except as may be required by Part 6 of
Subtitle  B  of Title I of ERISA and Section 4980B of the Code and similar state
Law  provisions.  Except as set forth in Schedule 6.24(d), neither PointeCom nor
any  PointeCom  ERISA  Affiliate  maintains,  has  established  or  has  ever
participated in a welfare benefit fund as defined in Section 419(e) of the Code,
a multiple employer welfare benefit arrangement as described in Section 3(40)(A)
of ERISA or a welfare benefit plan, within said meaning, which provides benefits
other  than  through  insurance policies.  Except as set forth in Schedule 6.24,
neither  PointeCom  nor  any PointeCom ERISA Affiliate has any current or future
obligation  or  liability with respect to a Plan pursuant to the provisions of a
collective  bargaining  agreement.

(e) Except as set forth in Schedule 6.24(e), neither PointeCom nor any PointeCom
ERISA  Affiliate  has  incurred  any  material  liability to the Pension Benefit
Guaranty  Corporation in connection with any Plan.  The assets of each Plan that
is  subject  to  Title  IV of ERISA are sufficient to provide the benefits under
such  Plan,  the payment of which the Pension Benefit Guaranty Corporation would
guarantee  in  full  if  such  Plan  were  terminated,  and such assets are also
sufficient  to  provide  all  other  benefits  liabilities  (as defined in ERISA
Section  4001(a)(16))  due  under  such  Plan  upon  termination.

(f)  Except as set forth in Schedule 6.24(f), no reportable event (as defined in
Section  4043 of ERISA) has occurred and is continuing with respect to any Plan.
There  are  no pending, or to PointeCom's knowledge, threatened claims, lawsuits
or  actions  (other  than  routine  claims  for benefits in the ordinary course)


<PAGE>
asserted or instituted against, and PointeCom has no knowledge of any threatened
litigation  or  claims  against,  the assets of any Plan or its related trust or
against  any fiduciary of a Plan with respect to the operation of such Plan.  To
PointeCom's  knowledge, there are no investigations or audits of any Plan by any
Governmental  Authority  currently  pending  and  there  have  been  no  such
investigations or audits that have been concluded that resulted in any liability
to  PointeCom  or  any  PointeCom  ERISA  Affiliate  that  has  not  been  fully
discharged.  Neither  PointeCom  nor  any  PointeCom  ERISA  Affiliate  has
participated  in  any  voluntary  compliance  or  closing  agreement  programs
established  with  respect  to  the  form  or  operation  of  a  Plan.

(g)  Neither  PointeCom nor any PointeCom ERISA Affiliate has engaged in, and no
PointeCom  Plan  has  otherwise  been  involved  in, any prohibited transaction,
within  the  meaning  of  Section  406 of ERISA or Section 4975 of the Code, for
which  exemption  was  not  available.  No fiduciary of any PointeCom Plan is in
violation  of  any  duty  imposed  by  ERISA.  Except  as  set forth in Schedule
6.24(g),  neither  PointeCom  nor  any PointeCom ERISA Affiliate is, or ever has
been,  a  participant  in or is obligated to make any payment to a multiemployer
plan,  or  to  a multiple employer plan described in Section 413(c) of the Code.
To  PointeCom's  knowledge, no person or entity that was engaged by PointeCom or
any PointeCom  ERISA Affiliate as an independent contractor within the last five
years  reasonably  can  or  will be characterized or deemed to be an employee of
PointeCom  or  any  PointeCom  ERISA  Affiliate  under  applicable  Laws for any
purpose  whatsoever,  including,  without  limitation,  for purposes of federal,
state and local income taxation, workers compensation and unemployment insurance
and  Plan  eligibility.

6.25.  Tax  Free  Reorganization.

(a) There is no plan or intention by and to the knowledge of PointeCom, there is
no  plan  or intention on the part of the shareholders of PointeCom who own five
percent  (5%)  or  more  of  the  PointeCom  capital  stock,  or  the  remaining
shareholders  of PointeCom to sell, exchange or otherwise dispose of a number of
share  of  the  Company  Common Stock or Company Preferred Stock received in the
Merger  that  would  reduce  the PointeCom shareholders ownership of the Company
capital  stock to a number of shares having a value as of the Effective Time, of
less  than  fifty  percent (50%) of the value of all of the formerly outstanding
capital  stock  of  PointeCom  as  of  the  same  date.  For  purposes  of  this
representation,  shares  of PointeCom capital stock surrendered by dissenters or
exchanged for cash in lieu of fractional shares of Company stock will be treated
as  outstanding  PointeCom  capital  stock  on  the  date  of  the  transaction.
Moreover,  shares of PointeCom capital stock and shares of Company capital stock
held by PointeCom shareholders and otherwise sold, redeemed or disposed of prior
to  or  subsequent  to  the  transaction  will  be  considered  in  making  this
representation.

(b)  PointeCom  has no plan or intention to issue additional shares of its stock
that  would result in the Company losing control of PointeCom within the meaning
of  Section  368  (c)  of  the  Code.


<PAGE>
(c)  PointeCom  has  no  plan  or  intention to liquidate; to merge into another
corporation  (except  as  contemplated  by this Agreement); to sell or otherwise
dispose  of  any  of  its  assets,  except for dispositions made in the ordinary
course of business; or to sell or otherwise dispose of any of the stock acquired
in  the  transaction, except for transfers described in Section 368 (a)(2)(C) of
the  Code.

(d)  The  Company,  PointeCom,  and the shareholders of PointeCom will pay their
respective  expenses,  if  any,  incurred  in  connection  with the transaction.

(e)  At  the  time  of  the transaction, PointeCom will not have any outstanding
warrants,  options,  convertible securities, or any other type of right pursuant
to  which  any  person  could  acquire  stock in PointeCom that, if exercised or
converted,  would  affect  the  Company's acquisition or retention of control of
PointeCom,  as  defined  in  Section  368  (c)  of  the  Code.

(f)  The  Company  does not own, directly or indirectly, nor has it owned during
the  past  five  years,  directly  or  indirectly,  any  stock  of  PointeCom.

(g) Following the Merger, PointeCom will continue its historic business or use a
significant  portion  of  its  historic  business  assets  in  a  business.

(h)  PointeCom  is  not  an  investment  company  as  defined  in  Section  368
(a)(2)(F)(iii)  and  (iv)  of  the  Code.

(i)  PointeCom will pay its dissenting shareholders the value of their stock out
of  its  own  funds,  no  funds  will  be supplied for that purpose, directly or
indirectly,  by  the  Company,  nor  will  the  Company  directly  or indirectly
reimburse  PointeCom  for  any  payments  to  dissenters.

(j)As  of  the  Effective Time, the fair market value of the assets of PointeCom
will  exceed  the  sum of its liabilities plus the liabilities, if any, to which
the  assets  are  subject.

(k)  PointeCom  is  not a collapsible corporation under Section 341 of the Code.

(l)  The payment of cash in lieu of fractional shares of Company Common Stock is
solely  for the purpose of avoiding the expense and inconvenience to the Company
of  issuing  fractional  shares  and does not represent separately bargained-for
consideration.  The  total cash consideration that will be paid in the Merger to
the  PointeCom  stockholders  instead  of  issuing  fractional shares of Company
Common  Stock  will  not exceed one percent (1%) of the total consideration that
will be issued in the Merger to the PointeCom stockholders in exchange for their
shares  of  PointeCom  capital  stock.  The  fractional shares interests of each
PointeCom  stockholder  will  be  aggregated,  and no PointeCom stockholder will
receive cash in an amount greater to or greater than the value of one full share
of  Company  Common  Stock.


<PAGE>
(m)  None  of the compensation received by any shareholder-employee of PointeCom
will  be  separate  consideration  for,  or allocable to, any of their shares of
PointeCom  capital  stock; none of the shares of Company Common Stock or Company
Preferred  Stock  received  by  any  shareholder-employee  will  be  separate
consideration  for,  or  allocable  to,  any  employment  agreement;  and  the
compensation  paid  to  any  shareholder-employee  will be for services actually
rendered  and will be commensurate with amounts paid to third parties bargaining
at  arms  length  for  similar  services.

(n)  The  holders  of  PointeCom Common Stock and PointeCom Preferred Stock will
receive  voting  shares  of  Company  Common  Stock and voting shares of Company
Preferred Stock having a fair market value equal to at least 50% of the value of
their  PointeCom  capital  stock  at the Effective Time.  Under the terms of the
Merger,  the  stockholders of PointeCom will receive solely Company Common Stock
and  Company  Preferred  Stock  in  exchange  for  such PointeCom capital stock.
However,  redemptions  or acquisitions of PointeCom capital stock by the Company
or  PointeCom  or  any  related  party  and  extraordinary  distributions (i.e.,
distributions with respect to stock other that regular, normal dividends), prior
to  and in connection with the Merger will be taken into account for purposes of
this  representation.  Neither  the  Company  nor  a related party has a plan or
intention  to  reacquire  or  acquire any of the Company Common Stock or Company
Preferred Stock issued to PointeCom stockholders in the Merger.  For purposes of
this  representation,  a  related  party  includes any corporation (i) that is a
member of any affiliated group of which PointeCom or the Company is a member, as
defined  in Section 1504 (determined without regard to Section 1504(b)), or (ii)
a  corporation  in  which  the  Company  owns,  directly  or  indirectly,  stock
possessing  at  least  fifty percent (50%) of the total combined voting power of
all  classes  of  stock entitled to vote, or at least fifty percent (50%) of the
total value of shares of all classes of stock (determined by taking into account
the constructive stock ownership rules of Section 318(a) of the Code as modified
by  Section 304(c)).  For purposes of the foregoing, (i) a corporation will be a
related  party if either of the relationships described above exists immediately
before  the  Merger,  immediately  after the Merger, or is created in connection
with  the  Merger,  and (ii) a related party will be considered as acquiring its
proportionate  share  of  any  Company  Common  Stock or Company Preferred Stock
acquired  by  a  partnership  in  which  it  is  a  partner.

(o)  PointeCom is not under the jurisdiction of a court in a Title 11 or similar
case  within  the  meaning  of  Section  368(a)(3)(A)  of  the  Code.

(p)  There are no non-voting shares of PointeCom capital stock outstanding prior
to  the  Merger.

6.26.  Accounts and Notes Receivable.  Schedule 6.26 sets forth an accurate list
of  the accounts and notes receivable of PointeCom as of the Balance Sheet Date.
Receivables from and advances to employees are separately identified in Schedule
6.26.  Schedule 6.26 also sets forth an accurate aging of all accounts and notes
receivable  as  of  the  Balance Sheet Date, showing amounts due in 30-day aging
categories.  The  trade  and  other  accounts receivable of PointeCom, including
without  limitation  those  classified  as current assets on the Interim Balance


<PAGE>
Sheet,  are  bona  fide  receivables,  were  acquired  in the ordinary course of
business,  are stated in accordance with GAAP and are collectible in the amounts
shown  on  Schedule  6.26,  net  of  reserves reflected in the Interim Financial
Statements with respect to the accounts receivable as of the Balance Sheet Date,
and  net of reserves reflected in the books and records of PointeCom (consistent
with  the  methods  used  in  the  Interim Financial Statements) with respect to
receivables  of  PointeCom  after  the  Balance  Sheet  Date.

None  of  the  representations  and  warranties  of  PointeCom shall survive the
Closing  hereunder.

ARTICLE  VII.  CERTAIN  COVENANTS

7.1.  Conduct  of Business.  From the date of this Agreement until the Effective
Time,  or  earlier  termination  of this Agreement pursuant to the terms of this
Agreement,  each of PointeCom, Newco and Company shall conduct its business only
in  the  ordinary  course and, without limiting the generality of the foregoing,
each  of  PointeCom,  Newco  and  the  Company  shall  not,  except as otherwise
expressly  provided in this Agreement or unless the written consent of the other
parties  shall  have  been  obtained:

(a)  except as expressly provided elsewhere in this Agreement or pursuant to the
terms  of  any  outstanding  securities, make or agree to make any change in its
authorized  capital stock, other than, in the case of the Company, the amendment
to  its  Articles of Incorporation to create (x) the Company Class D Convertible
Senior  Preferred  Stock  having  in  all  material respects the same rights and
preferences  as  the  PointeCom Class A Preferred Stock, (y) the Company Class E
Convertible  Senior  Preferred  Stock  having  in all material respects the same
rights and preferences as the PointeCom Class B Preferred Stock (except that the
Company  Preferred  Stock  shall  be  convertible  into such number of shares of
Company  Common  Stock as would have been issued to the holders of the PointeCom
Preferred Stock if such holders had converted the PointeCom Preferred Stock into
PointeCom  Common  Stock  prior  to  the  Effective  Time),  and (z) the Class C
Convertible Senior Preferred Stock and related warrants issuable upon conversion
of  the PointeCom  Loan;

(b)  none  of  the  Company,  Newco or PointeCom will grant any option, warrant,
purchase  right,  subscription  right, conversion right, exchange right or other
contract,  commitment  or  security  providing  for  the issuance or sale of any
capital  stock, or otherwise causing to become outstanding any capital stock, or
issue,  sell,  authorize or otherwise dispose of any of its capital stock (Stock
Rights),  except (i) upon the conversion or exercise of Stock Rights outstanding
as  of the date of this Agreement; (ii) for stock options issued to employees of
the  Company  and its Subsidiaries or PointeCom and its Subsidiaries in a manner
consistent  with past practice which (I) do not provide for the issuance of more
than  200,000 shares of common stock of the Company or PointeCom in any calendar
quarter,  (II) are issued at not less than the market price of the Company Stock
on  the date of grant, (III) are not issued to any executive officer or director
of  the  Company  or  its  Subsidiaries, and (IV) do not provide for accelerated
vesting  as  a  result  of  the  Merger.


<PAGE>
(c)  declare  or  pay  any  dividend  or distribution, other than as provided in
Section 7.1(f), in respect of its capital stock, or except as expressly provided
elsewhere  in  this  Agreement  or  pursuant  to  the  terms  of any outstanding
securities, directly or indirectly redeem, combine, split, purchase or otherwise
acquire  any  of  its  capital  stock;

(d)  increase  the  compensation  payable  or  to  become  payable to any of its
officers,  directors,  employees,  consultants or agents, except in the ordinary
course  of  business  consistent  with  past  practices;

(e)  adopt any new or materially amend any existing employee benefit plan or any
employment  agreement  or severance agreement, except as may be required by law;

(f)  sell  or  transfer,  or  enter  into any agreement to sell or transfer, any
material  assets,  properties  or  rights  to  any  person  other  than sales or
transfers  in  the  ordinary  course  of business consistent with past practice;
provided,  however,  that the Company shall have the right and option to dispose
of  by  sale or otherwise its subsidiary enablecommerce.com prior to the Closing
Date and PointeCom shall have the right and option to dispose of (or arrange for
the  disposition  subsequent  to the Effective Time) its interest in Telecommute
Solutions, Inc. by distributing such interest to its shareholders, or otherwise,
prior  to  the  Closing  Date;

(g)  cancel,  or  agree  to  cancel,  any  of  its  material  receivables;

(h)  increase indebtedness, other than accounts payable incurred in the ordinary
course  of business, consistent with past practices, incurred in connection with
the  construction,  development,  deployment  and/or  operation of the Company's
telecommunications  network  in  Mexico  or  incurred  in  connection  with  the
transactions  contemplated by this Agreement and as contemplated in Section 7.10
below;

(i)  encumber any of its property or assets except for Permitted Encumbrances or
except  encumbrances  incurred in connection with the construction, development,
deployment  and/or  operation  of  the  Company's  telecommunications network in
Mexico;

(j) make any commitments for capital improvements not disclosed on Schedule 7.1;

(k)  enter  into,  or  agree  to  enter into, any plan, agreement or arrangement
granting  any  preferential rights to purchase or acquire any interest in any of
its assets, property or rights or requiring consent of any party to the transfer
and  assignment  of any such assets, property or rights except plans, agreements
or  arrangements  entered into in connection with the construction, development,
deployment  and/or  operation  of  the  Company's  telecommunications network in
Mexico;

(l)  purchase  or  acquire,  or enter into any agreement, plan or arrangement to
purchase  or  acquire,  any  property,  rights or assets outside of the ordinary
course  of  business  except  those purchases or acquisitions made in connection


<PAGE>
with the construction, development, deployment and/or operation of the Company's
telecommunications  network  in  Mexico;

(m)  form  or  cause  to  be formed any subsidiary other than in the case of the
Company,  Newco;

(n)  fail  to  keep  its  material  properties insured substantially to the same
extent  as  they  are  currently  insured;

(o)  waive  any  of  its  material  rights  or  claims;  or

(p)  materially  breach,  materially  change  the  terms of, materially amend or
terminate any material contract, agreement, Permit or other right to which it is
a  party  or  any  of  its  property  is  subject.

In the event either party shall request the other party to consent in writing to
an  action  otherwise prohibited by this Section 7.1, such other party shall use
reasonable  efforts  to  respond in a prompt and timely fashion (but in no event
later  than  ten  (10)  business days following such request), but may otherwise
respond  affirmatively  or  negatively  in  its  sole  discretion.

7.2.  Reasonable  Efforts.  Each  of  the  Company  and  PointeCom shall use all
commercially reasonable efforts to preserve intact its business organization and
to  preserve  its goodwill as to customers, suppliers and others having business
relations  with  it.

7.3.   Inspection.  The  Company  shall permit representatives of PointeCom, and
PointeCom  shall  permit  representatives of the Company, during normal business
hours,  to  examine  the other party's properties, books, contracts, Tax returns
and  other  records  and  shall  furnish  such  representatives  with  all  such
information  in  its  possession  or control concerning such affairs as they may
reasonably  request.

7.4.  Restraint  on  Solicitation.

(a)  Company  Exclusivity.

(i)  The Company shall, and shall cause its Subsidiaries and Representatives to,
immediately  cease  and  terminate  any  existing  solicitation,  initiation,
encouragement,  activity,  discussion  or negotiation with any Persons conducted
heretofore  by  the  Company,  its  Subsidiaries  or  any  of  their  respective
Affiliates,  officers,  directors,  employees,  financial  advisors,  agents  or
representatives  (each a Representative) with respect to any proposed, potential
or  contemplated  Acquisition  Proposal.

(ii)  From  and  after  the  date  hereof,  without the prior written consent of
PointeCom,  the Company will not authorize or permit any of its Subsidiaries to,
and  shall  cause  any  and  all  of  its  Representatives  not  to, directly or
indirectly,  (A) solicit, initiate, or encourage any inquiries or proposals that


<PAGE>
constitute, or could reasonably be expected to lead to, an Acquisition Proposal,
or  (B)  engage  in  negotiations  or  discussions  with any Company Third Party
concerning,  or  provide  any  non-public  information  to  any person or entity
relating  to,  an  Acquisition Proposal, or (C) enter into any letter of intent,
agreement  in  principle or any acquisition agreement or other similar agreement
with  respect  to  any  Acquisition  Proposal;  provided,  however, that nothing
contained  in  this  Section 7.4(a)(ii) shall prevent the Company or the Company
Board of Directors prior to receipt of the Requisite Stockholder Approval of the
Company  stockholders,  from  furnishing  non-public information to, or entering
into  discussions  or  negotiations  with, any Company Third Party in connection
with  an  unsolicited, bona fide written proposal for an Acquisition Proposal by
such  Company Third Party, if and only to the extent that (1) such Company Third
Party  has  made  a  written  proposal  to  the  Company  Board  of Directors to
consummate  an  Acquisition  Proposal,  (2)  the  Company  Board  of  Directors
determines  in  good  faith,  based  upon  the  advice of a financial advisor of
nationally  recognized  reputation, that such Acquisition Proposal is reasonably
capable  of  being  completed on substantially the terms proposed, and would, if
consummated,  result  in  a  transaction that would provide greater value to the
holders  of the shares of Company Common Stock than the transaction contemplated
by  this  Agreement  (a  Superior Proposal), (3) the failure to take such action
would,  in the reasonable good faith judgment of the Company Board of Directors,
based  upon  a  written  opinion  of  the  Company's outside legal counsel, be a
violation of its fiduciary duties to the Company's stockholders under applicable
law,  and  (4)  prior  to furnishing such non-public information to, or entering
into  discussions  or  negotiations  with,  such  Person,  the  Company Board of
Directors  receives  from such Person an executed confidentiality agreement that
provides  prior  notice  of  its decision to take such action to PointeCom.  The
Company  agrees  not  to  release  any  Company  Third  Party from, or waive any
provision  of,  any  standstill  agreement  to  which  it  is  a  party  or  any
confidentiality agreement between it and another Person who has made, or who may
reasonably  be  considered  likely  to make, an Acquisition Proposal, unless the
failure  to take such action would, in the reasonable good faith judgment of the
Company  Board  of  Directors,  based  upon the written opinion of the Company's
outside  legal  counsel,  be  a violation of its fiduciary duties to the Company
stockholders  under  applicable law and such action is taken prior to receipt of
the  Requisite  Stockholder  Approval  of  the  Company  stockholders.  Without
limiting  the foregoing, it is understood that any violation of the restrictions
set  forth in the preceding sentence by any Representative of the Company or any
of its Subsidiaries shall be deemed to be a breach of this Section 7.4(a) by the
Company.

(iii)  The  Company shall notify PointeCom promptly after receipt by the Company
or  the  Company's knowledge of the receipt by any of its Representatives of any
Acquisition  Proposal  or  any  request for non-public information in connection
with  an  Acquisition Proposal or for access to the properties, books or records
of  the  Company  by  any  Person that informs such party that it is considering
making  or  has  made an Acquisition Proposal.  Such notice shall be made orally
and  in writing and shall indicate the identity of the offeror and the terms and
conditions  of  such  proposal,  inquiry  or  contact.  The  Company  shall keep
PointeCom informed of the status (including any change to the material terms) of
any  such  Acquisition  Proposal  or  request  for  non-public  information.


<PAGE>
(iv)  The  Company  Board of Directors may not withdraw or modify, or propose to
withdraw  or  modify,  in  a  manner  adverse  to  PointeCom,  the  approval  or
recommendation  by  the  Company  Board  of this Agreement or the Merger unless,
following  the  receipt  of  a  Superior  Proposal  but  prior to receipt of the
Requisite  Stockholder  Approval  of the Company stockholders, in the reasonable
good  faith  judgment  of the Company Board of Directors, based upon the written
opinion  of  Company's  outside  legal  counsel, the failure to do so would be a
violation  of  the  Company Board of Directors fiduciary duties to the Company's
stockholders under applicable law; provided, however, that, the Company Board of
Directors  shall  submit  this  Agreement  and  the  Merger  to  the  Company's
stockholders  for  adoption  and  approval,  whether or not the Company Board of
Directors  at  any  time  subsequent  to  the  date  hereof determines that this
Agreement  is  no  longer  advisable  or recommends that the stockholders of the
Company reject it or otherwise modifies or withdraws its recommendation.  Unless
the  Company  Board  of  Directors  has  withdrawn  its  recommendation  of this
Agreement  in  compliance  herewith,  the  Company shall use its best efforts to
solicit  from the Company's stockholders proxies in favor of (a) approval of the
issuance  of  shares  of  Company  Common Stock in connection with the Merger as
provided  in  this  Agreement  in accordance with the rules of NASDAQ and (b) an
amendment  to the Company's articles of incorporation to increase the authorized
capital  stock  of the Company in accordance with the Texas Business Corporation
Act  and  its  articles  of  incorporation  and  by-laws.

(v)  In  the  event  the Company receives a Superior Proposal, the Company shall
offer  to PointeCom the right to equal such Superior Proposal or make a proposal
that  is superior to the Company's stockholders than such Superior Proposal.  If
PointeCom wishes to exercise such right, it must give the Company written notice
of  its  decision  to  do  so  within five Business Days after the Company gives
written  notice  to  Pointe  Com  of  such  Superior  Proposal.

(b)  PointeCom  Exclusivity.

(i)  PointeCom  shall,  and shall cause its Subsidiaries and Representatives to,
immediately  cease  and  terminate  any  existing  solicitation,  initiation,
encouragement,  activity,  discussion  or negotiation with any Persons conducted
heretofore  by  PointeCom, its Subsidiaries or any of their Representatives with
respect  to  any  proposed,  potential  or  contemplated  Acquisition  Proposal.

(ii)  From  and  after the date hereof, without the prior written consent of the
Company,  PointeCom will not authorize or permit any of its Subsidiaries to, and
shall  cause  any and all of its Representatives not to, directly or indirectly,
(A)  solicit, initiate, or encourage any inquiries or proposals that constitute,
or  could  reasonably  be  expected  to lead to, an Acquisition Proposal, or (B)
engage in negotiations or discussions with any PointeCom Third Party concerning,
or  provide  any  non-public information to any person or entity relating to, an
Acquisition  Proposal,  or  (C)  enter  into  any letter of intent, agreement in
principle  or  any acquisition agreement or other similar agreement with respect
to  any  Acquisition Proposal; provided, however, that nothing contained in this
Section  7.4(b)(ii)  shall prevent PointeCom or the PointeCom Board of Directors


<PAGE>
prior  to  receipt  of  the  Requisite  Stockholder  Approval  of  PointeCom
stockholders,  from  furnishing  non-public  information  to,  or  entering into
discussions  or  negotiations with, any PointeCom Third Party in connection with
an  unsolicited,  bona fide written proposal for an Acquisition Proposal by such
PointeCom  Third  Party, if and only to the extent that (1) such PointeCom Third
Party  has  made  a  written  proposal  to  the  PointeCom Board of Directors to
consummate  an  Acquisition  Proposal,  (2)  the  PointeCom  Board  of Directors
determines  in  good  faith,  based  upon  the  advice of a financial advisor of
nationally  recognized  reputation, that such Acquisition Proposal is reasonably
capable  of  being  completed on substantially the terms proposed, and would, if
consummated,  result  in  a  transaction that would provide greater value to the
holders  of  the  shares  of  PointeCom  Common  Stock  than  the  transaction
contemplated  by this Agreement (a Superior PointeCom Proposal), (3) the failure
to  take  such  action  would,  in  the  reasonable  good  faith judgment of the
PointeCom  Board of Directors, based upon a written opinion of PointeCom outside
legal  counsel,  be  a  violation  of  its  fiduciary  duties  to  PointeCom's
stockholders  under  applicable law, and (4) prior to furnishing such non-public
information  to, or entering into discussions or negotiations with, such Person,
PointeCom's  Board  of  Directors  receives  from  such  Person  an  executed
confidentiality  agreement  that  provides  prior notice of its decision to take
such action to the Company.  PointeCom agrees not to release any PointeCom Third
Party from, or waive any provision of, any standstill agreement to which it is a
party  or  any  confidentiality  agreement between it and another Person who has
made,  or  who  may  reasonably  be  considered  likely  to make, an Acquisition
Proposal,  unless  the failure to take such action would, in the reasonable good
faith  judgment  of the PointeCom Board of Directors, based upon written opinion
of  PointeCom  outside  legal counsel, be a violation of its fiduciary duties to
PointeCom  stockholders  under  applicable law and such action is taken prior to
receipt  of  the  Requisite  Stockholder  Approval  of  PointeCom  stockholders.
Without  limiting  the  foregoing,  it  is  understood that any violation of the
restrictions  set  forth  in  the  preceding  sentence  by any Representative of
PointeCom  or  any  of  its  Subsidiaries shall be deemed to be a breach of this
Section  7.4(b)  by  PointeCom.

(iii)  PointeCom shall notify the Company promptly after receipt by PointeCom or
PointeCom's  knowledge  of  the  receipt  by  any  of its Representatives of any
Acquisition  Proposal  or  any  request for non-public information in connection
with  an  Acquisition Proposal or for access to the properties, books or records
of PointeCom by any Person that informs such party that it is considering making
or  has  made  an Acquisition Proposal.  Such notice shall be made orally and in
writing  and  shall  indicate  the  identity  of  the  offeror and the terms and
conditions  of  such  proposal,  inquiry  or  contact.  PointeCom shall keep the
Company  informed  of the status (including any change to the material terms) of
any  such  Acquisition  Proposal  or  request  for  nonpublic  information.

(iv)  The PointeCom Board of Directors may not withdraw or modify, or propose to
withdraw  or  modify,  in  a  manner  adverse  to  the  Company, the approval or
recommendation  by  PointeCom  Board  of  this  Agreement  or the Merger unless,
following  the  receipt of a Superior PointeCom Proposal but prior to receipt of
the  Requisite Stockholder Approval of PointeCom stockholders, in the reasonable
good  faith  judgment  of  PointeCom  Board of Directors, based upon the written


<PAGE>
opinion  of  PointeCom's  outside legal counsel, the failure to do so would be a
violation  of  the PointeCom Board of Director's fiduciary duties to PointeCom's
stockholders  under applicable law; provided, however, that, the PointeCom Board
of  Directors  shall  submit  this  Agreement  and  the  Merger  to  PointeCom's
stockholders  for  adoption  and  approval,  whether  or  not PointeCom Board of
Directors  at  any  time  subsequent  to  the  date  hereof determines that this
Agreement  is  no  longer  advisable  or  recommends  that  the  stockholders of
PointeCom  reject  it  or  otherwise  modifies  or withdraws its recommendation.
Unless the PointeCom Board of Directors has withdrawn its recommendation of this
Agreement  in  compliance  herewith,  PointeCom  shall  use  its best efforts to
solicit  from PointeCom's stockholders proxies in favor of adoption and approval
of  the Merger and this Agreement in accordance with the NRS and its articles of
incorporation  and  by-laws.

(v)  In  the  event  PointeCom receives a Superior PointeCom Proposal, PointeCom
shall  offer  to the Company the right to equal such Superior PointeCom Proposal
or  make  a  proposal  that  is  superior  to PointeCom's stockholders than such
Superior  PointeCom  Proposal.  If the Company wishes to exercise such right, it
must give PointeCom written notice of its decision to do so within five Business
Days  after  PointeCom  gives  written  notice  to  the Company of such Superior
PointeCom  Proposal.

7.5.  Update Information.  Not earlier than ten days and not less than five days
before  the  date  scheduled  for  Closing,  each  party to this Agreement shall
correct  and  supplement in writing any information furnished on Schedules that,
to  the  knowledge  of  such  party,  is incorrect or incomplete in any material
respect,  and shall promptly furnish such corrected and supplemented information
to  the other parties, so that such information shall be correct and complete at
the  time  such updated information is so provided.  Thereafter, to the Closing,
such  party  shall  notify  the  other  parties  in  writing  of  any changes or
supplements  to  the updated information needed, to the knowledge of such party,
to  make  such information correct and complete at all times to the Closing.  If
any  corrected  or  supplemented information or schedules are not objected to in
writing  by the receiving party or parties within five Business Days of receipt,
such  shall  be  deemed  accepted  without  objection.

7.6.   Future  Cooperation;  Tax  Matters.  The Company and PointeCom shall each
deliver  or  cause  to  be  delivered  to  the  other following the Closing such
additional  instruments  as  the other may reasonably request for the purpose of
fully carrying out this Agreement.  The Company and PointeCom will cooperate and
use  their  commercially  reasonable  efforts  to  have  the  present  officers,
directors  and  employees  cooperate with each other at and after the Closing in
furnishing  information,  evidence, testimony and other assistance in connection
with  any  actions,  proceedings,  arrangements  or  disputes of any nature with
respect  to  matters  pertaining to all periods prior to the Closing.  The party
requesting  cooperation,  information  or  actions  under this Section 7.6 shall
reimburse  the  other  party for all reasonable out-of-pocket costs and expenses
paid  or  incurred  in  connection  therewith.


<PAGE>
7.7.  Expenses.  Each  party  will  pay  the fees, expenses and disbursements of
such  party and its agents, representatives, financial advisors, accountants and
counsel  incurred  in connection with the execution, delivery and performance of
this Agreement and any amendments hereto and the consummation of the transaction
contemplated hereby.  Notwithstanding the immediately preceding sentence, in the
event  this  Agreement  is  terminated  after the preparation of the Joint Proxy
Statement/Prospectus  has  begun,  the
Company  and  PointeCom  shall each pay 50% of the fees and expenses incurred in
connection  with  such  Joint  Proxy Statement/Prospectus; and the Company shall
reimburse  PointeCom  for all expenses associated with the PointeCom Loan and in
the event the Note is converted into Class C Convertible Senior Preferred Stock,
any  expenses  of  PointeCom associated with the conversion shall be reimbursed.

7.8.   Registration  Statement  and  Proxy  Statement.

(a) The Company shall promptly prepare and file a registration statement on Form
S-4  (which  registration statement, in the form it is declared effective by the
SEC,  together  with  any  and  all  amendments  and supplements thereto and all
information  incorporated  by  reference  therein,  is referred to herein as the
Registration Statement) under and pursuant to the provisions of the 1933 Act for
the  purpose  of  registering  the  Company  Common Stock, the Company Preferred
Stock,  and  the  Surviving Securities to be issued in the Merger, together with
any Company Common Stock issuable upon conversion of the Company Preferred Stock
or  upon  exercise  of  the  Surviving  Securities  (the Underlying Securities).
PointeCom  shall  be allowed to participate in the preparation and review of the
Registration Statement prior to filing with the SEC by the Company.  The Company
shall use commercially reasonable efforts to receive and respond to the comments
of  the SEC and have the Registration Statement declared effective.  The Company
and  PointeCom  shall  promptly  mail to their respective stockholders the proxy
statement  in its definitive form contained in the Registration Statement.  Such
proxy  statement  shall  also  serve  as  the  prospectus  to be included in the
Registration  Statement (such proxy statement, prospectus, and any amendments or
supplements  thereto, the Joint Proxy Statement/Prospectus).   Each of PointeCom
and  the  Company  agrees to provide as promptly as practical to the other, such
information  concerning its business and financial statements and affairs as, in
the  reasonable  judgment  of  counsel  for  the other party, may be required or
appropriate  for  inclusion  in  the  Registration Statement and the Joint Proxy
Statement/Prospectus and to cause its counsel and auditors to cooperate with the
other  counselors  and auditors in the preparation of the Registration Statement
and  the  Joint  Proxy  Statement/Prospectus.  The  Company  shall  use  its
commercially reasonable efforts to have the Company Common Stock to be issued in
the  Merger, or upon conversion of the Company Preferred Stock and the Surviving
Securities  to  be  listed  on  NASDAQ,  effective  with  the  issuance thereof.

7.9.   Company  Financings.  Upon  execution  of this Agreement, PointeCom shall
make  a  loan  to  the Company in the amount of $10,000,000 (the PointeCom Loan)
upon  the  terms  and  conditions  set  forth on Exhibit B attached hereto.  The
outstanding $1,500,000 loan from PointeCom to the Company shall be repaid by the
Company  simultaneously with PointeCom's funding of the PointeCom Loan.  The net
proceeds of such loan ($8,481,500) will be held in escrow and disbursed pursuant
to  the  terms  of  the  escrow  agreement  attached  hereto  as  Exhibit  E.


<PAGE>
7.10.  Voting  Agreements.  The  Company  and  PointeCom  shall  use  their best
efforts  to  cause the Voting Agreement in the form attached hereto as Exhibit F
to  be executed by (i) the stockholders owning a majority of the voting power of
the  outstanding  capital  stock of PointeCom and (ii) stockholders owning37% of
the  voting power of the outstanding capital stock of the Company.  The Company,
as  the  sole  stockholder  of  Newco,  hereby  consents to the adoption of this
Agreement  by  Newco  and  agrees  that  such  consent  shall be treated for all
purposes  as  a  vote duly adopted at a meeting of the stockholders of Newco for
this  purpose.

7.11.  Company  Board  of  Directors  and  Officers.  Upon  consummation  of the
Merger,  the  Board  of  Directors  of the Company shall be adjusted in size and
membership  so  that  the total number of directors is nine, of which six of the
initial  members  shall  be  named by PointeCom and three of the initial members
shall  be  named  by  the Company.  In connection with the next two elections of
directors  of  the  Company  by  the  shareholders  of  the  Company  that occur
subsequent  to  election  of  the  initial Board of Directors as provided in the
preceding  sentence,  the  then existing Board of Directors of the Company shall
determine  the  size of the board and a slate of nominees to be submitted to the
shareholders  of  the  Company.  Of these nominees, a majority of the members of
the  then  existing  board  who  were  designated by the Company  (or elected to
succeed  such designees pursuant the procedure described in this sentence) shall
have  the  right to designate three members of such slate of nominees.  Prior to
Closing, the By-laws (or other appropriate governing instruments) of the Company
shall  be  appropriately  amended  to  reflect  these provisions for determining
nominees  for  election  to the Board of Directors subsequent to consummation of
the  Merger.

7.12.  Key  Managers  and  Employees.  Prior  to  Closing,  and  subject  to the
approval  of  the  Company and PointeCom, the Boards of Directors of the Company
and  PointeCom  shall  designate  certain  officers,  directors,  managers  and
employees  of  the  respective  companies  as the recipients of severance and/or
option  agreements  to  be  entered  into as of the Effective Time.  All accrued
bonuses  shall  be  paid  to employees of both companies for calendar year 1999.

7.13.  Notices and Consents.  Each of the Company, Newco and PointeCom will give
any  required  notices  (and will cause each of their respective Subsidiaries to
give  any  required  notices)  to  third  parties,  and  will  use  commercially
reasonable  efforts  to  obtain  (and  will  cause  each  of  their  respective
Subsidiaries  to  use commercially reasonable efforts to obtain) any third-party
consents  that  may  be  required  to  consummate  the  Merger.

7.14.  Indemnification  of  Directors  and  Officers  of  PointeCom.

(a)  The  Company  agrees  that,  at  the  Effective  Time,  all  rights  to
indemnification  existing  in  favor  of  the  present  or  former directors and
officers  of  PointeCom (as such), or present or former officers or directors of
PointeCom  serving  or who served at PointeCom's request as a director, officer,


<PAGE>
employee  or  agent  of  another corporation, partnership, joint venture, trust,
employee  benefit  plan  or  other enterprise (together with such persons heirs,
executors  or  administrators, a Company Indemnified Party and collectively, the
Company  Indemnified  Parties),  as  provided  in  the  Company's Organizational
Documents  and  the  indemnification  agreements  with  such  present and former
directors  and  officers  as  in  effect  as  of the date hereof with respect to
matters occurring at or prior to the Effective Time, all of which agreements are
set  forth  on Schedule 7.14 attached hereto, shall survive the Merger and shall
continue  in  full  force  and  effect  and  without  modification  (other  than
modifications  which  would  enlarge the indemnification rights) for a period of
not  less  than  six years and the Surviving Corporation shall comply fully with
its  obligations  hereunder  and  thereunder.

(b) Any Company Indemnified Party wishing to claim indemnification under Section
7.14(a), notwithstanding anything to the contrary in the provisions set forth in
the  Company's  or  the  Surviving  Corporations  certificate  of incorporation,
by-laws or other agreements respecting indemnification of directors or officers,
upon  learning  of  any  such  claim, action, suit, proceeding or investigation,
shall  promptly  notify  the Company thereof, but the failure to so notify shall
not  relieve  the Company of any liability it may have to such Indemnified Party
if  such failure does not materially prejudice the Company.  In the event of any
such claim, action, suit, proceeding or investigation (whether arising before or
after  the  Effective  Time), (A) the Company or the Surviving Corporation shall
have  the  right  following the Effective Time to assume the defense thereof and
Surviving  Corporation  shall  not be liable to such Company Indemnified Parties
for  any  legal  expenses  of  other  counsel or any other expenses subsequently
incurred  by  such  Company  Indemnified  Parties in connection with the defense
thereof, except that if the Company or the Surviving Corporation fails to assume
such defense or counsel for the Company Indemnified Party advises that there are
issues  which  raise  conflicts of interest between the Company or the Surviving
Corporation,  on the one hand, and the Company Indemnified Parties, on the other
hand,  the  Company Indemnified Parties may retain counsel satisfactory to them,
and  the  Company  or  Surviving  Corporation  shall pay all reasonable fees and
expenses  of  such  counsel  for  the  Company  Indemnified  Parties promptly as
statements  therefor are received; provided, however, that Surviving Corporation
and  the  Company shall be obligated to pay for only one firm of counsel for all
Company  Indemnified  Parties  in any jurisdiction unless the use of one counsel
for  such Company Indemnified Parties would present such counsel with a conflict
of  interest,  in which case Surviving Corporation and the Company need only pay
for  separate  counsel to the extent necessary to resolve such conflict; (B) the
Company Indemnified Parties will reasonably cooperate in the defense of any such
matter;  and  (C)  Surviving Corporation and the Company shall not be liable for
any  settlement  effectuated  without  its  express prior written consent, which
consent  shall  not  be unreasonably withheld or delayed.  Surviving Corporation
and  the Company shall not settle any action or claim identified in this Section
7.14(b)  in  any  manner that would impose any liability or penalty on a Company
Indemnified  Party  not paid by the Company or the Surviving Corporation without
such  Company Indemnified Party's prior written consent, which consent shall not
be  unreasonably  withheld  or  delayed.


<PAGE>
(c)  Notwithstanding  anything  contained  in  clause  (b)  above,  Surviving
Corporation  and  the  Company  shall  not  have any obligation hereunder to any
Company Indemnified Party (A) if the indemnification of such Company Indemnified
Party  by Surviving Corporation or the Company in the manner contemplated hereby
is  prohibited  by  applicable  law,  (B) the conduct of the Company Indemnified
Party  relating  to  the matter for which indemnification is sought involved bad
faith, gross negligence or willful misconduct of such Company Indemnified Party,
(C)  with  respect to actions taken by any such Company Indemnified Party in his
or  her  individual capacity, including, without limitation, with respect to any
matters  relating,  directly  or indirectly, to the purchase, sale or trading of
securities issued by the Company other than a tender or sale pursuant to a stock
tender  agreement  or  (D) if such Company Indemnified Party shall have breached
its  obligation  to  cooperate  with Surviving Corporation or the Company in the
defense  of  any  claim  in  respect of which indemnification is sought and such
breach  (x)  materially  and  adversely  affects  Surviving  Corporations or the
Company's  defense  of  such  claim  or (y) will materially and adversely affect
Surviving  Corporations or the Company's defense of such claim if such breach is
not  cured  within  ten  days  after  notice  of such breach is delivered to the
Company  Indemnified  Party  and  such  breach  is not cured during such period.

7.15.  Regulatory  Matters  and  Approvals.  In  addition to the requirements of
Section  7.8,  each of the Company, Newco and PointeCom, promptly after the date
hereof,  will  (and  the  Company and PointeCom, promptly after the date hereof,
will  cooperate  to cause each of its Subsidiaries to) give any notices to, make
any  filings  with  and  use  commercially  reasonable  efforts  to  obtain  any
authorizations, consents and approvals of Governmental Authorities in connection
with  the  matters  referred  to  in  Section  5.2(c)  and Section 6.2(c) above.
Without  limiting  the  generality  of  the  foregoing:

(a)  State  Corporation  Law.  The  Company  will take all action, to the extent
necessary  in  accordance  with applicable law, its certificate of incorporation
and  by-laws  to  convene  a  special  meeting  of its stockholders (the Company
Special  Meeting),  as  soon  as  reasonably  practicable  in  order  that  its
stockholders  may  consider and vote upon the adoption of this Agreement and the
approval  of  the  Merger in accordance with the Texas Business Corporation Act,
the  issuance  of Company Common Stock in connection with the Merger as provided
in  this  Agreement  as  required by the rules of NASDAQ and an amendment to the
certificate of incorporation of the Company to increase the number of authorized
shares of Company Common Stock and to approve new stock option plans as required
to effectuate the terms of this transaction.  PointeCom will take all action, to
the  extent  necessary  in  accordance  wit h applicable law, its certificate of
incorporation  and by-laws to convene a special meeting of its stockholders (the
PointeCom  Special Meeting), as soon as reasonably practicable in order that its
stockholders  may  consider and vote upon the adoption of this Agreement and the
approval  of  the  Merger in accordance with the NRS.  The Company and PointeCom
shall mail the Joint Proxy Statement/Prospectus to their respective stockholders
simultaneously  and  as soon as reasonably practicable.  Subject to Section 7.4,
the  Joint  Proxy  Statement/Prospectus  shall contain the affirmative unanimous
recommendations  of  the Company Board of Directors (i) in favor of the adoption
of  this  Agreement and the approval of the Merger, (ii) in favor of issuance of


<PAGE>
shares  of Company Common Stock in connection with the Merger as provided in the
Agreement  as required by the rules of NASDAQ and (iii) in favor of the increase
in  the  number of  authorized shares of Company Common Stock in accordance with
the  Texas  Business Corporation Act; and of the PointeCom Board of Directors in
favor  of  the  adoption  of  this  Agreement  and  the  approval of the Merger.

(b)  Periodic  Reports.  Each  of  the Parties and its counsel shall be given an
opportunity  to review each Form 10-K and Form 10-Q (and any amendments thereto)
to  be  filed  by  the other Party under the 1934 Act prior to their being filed
with  the  SEC  and  NASDAQ,  and  shall  be  provided with final copies thereof
concurrently  with  their  filing  with  the  SEC.

7.16.  Continuity of Business Enterprise.  The Company, Surviving Corporation or
any  other  member  of  the  qualified  group (as defined in Treasury Regulation
1.368-1(d)) shall, for the foreseeable future, continue at least one significant
historic  business  line of the Company or use at least a significant portion of
the  Company's  historic  business assets in a business, in each case within the
meaning  of  Treasury  Regulation  1.368-1(d).

ARTICLE  VIII.   CONDITIONS  TO  CLOSING

8.1.  Conditions  to  Obligations  of  PointeCom.  Except  as  may  be waived by
PointeCom  in  writing,  the  obligations  of  PointeCom  to  consummate  the
transactions  contemplated  herein  are subject to satisfaction of the following
conditions:

(a)  PointeCom shall have received a certificate from the Company and Newco that
(i)  the  representations  and  warranties of the Company and Newco contained in
this  Agreement  are  true in all material respects at and as of the Closing, as
though  such  representations  and  warranties  had  been  made at and as of the
Closing,  except  for such representations and warranties that are made as of an
earlier  date;  (ii) each of the Company and Newco has performed and complied in
all  material  respects  with  the  covenants  or  conditions  required  by this
Agreement  or  any of the agreements, documents or instruments executed pursuant
hereto  or  thereto  to  be performed and complied with by the Company and Newco
prior  to  the  Closing; (iii) all declarations, filings and registrations with,
notices  to,  and  authorizations,  consents  and  approvals of any Governmental
Authority  or  third party set forth in Schedule 5.2 have been made or obtained;
and (iv)  there has been no material adverse change in the business, operations,
or financial condition of the Company or Newco since the date of this Agreement.

(b)  PointeCom  shall have received the opinion, based on representations of the
Company,  Newco  and  PointeCom, and/or certain assumptions, of its attorneys or
independent accountants that the Merger should qualify as a reorganization under
Section  368  of  the  Code.

(c)  No  action, suit or proceeding before any Governmental Authority, to enjoin
the transactions contemplated by this Agreement, will have been instituted on or
before  the  Closing  Date  that  has not been dismissed as of the Closing Date.


<PAGE>
(d)  This  Agreement  and  the  transactions contemplated hereby shall have been
approved  by  the  Requisite  Stockholder  Approval  of  PointeCom.

(e)  This  Agreement  and  the  transaction  contemplated  hereby shall have the
Requisite  Stockholder  Approval  of  the  Company.

(f)  At the Effective Time, the officers, managers and employees contemplated in
Section  7.14,  shall have resigned from their respective positions and executed
such  documents  as  are  mutually  acceptable  to  the Company and PointeCom to
release  PointeCom  and  the  Company  from  any  and  all  claims that any such
individual  may  have  as  a  result  of  such  employment.

(g)  The  shares  of  Merger  Consideration  to  be  issued  to  the  PointeCom
shareholders  shall  have  been  registered  under  the  1933  Act.

(h)  The  Company's  Board  of  Directors  shall cause to be taken all necessary
actions  required  to cause, effective at the Closing (i) the Board of Directors
of  the  Company to have nine members, of which six shall be named by PointeCom.

(i)  The  Company  shall have obtained the approval of Lucent Technologies, Inc.
and  General Electric (NTFC and Newbridge) to the Merger and shall have modified
the  existing  senior  credit  facility  with  Lucent  Technologies,  Inc.,
substantially  in  accordance  with  Exhibit  A  to  the  Escrow  Agreement.

(j) Any applicable waiting period under the Hart Scott Rodino Act shall have (i)
expired  without  action  by  the  Department  of  Justice  or the Federal Trade
Commission to prevent consummation of the Merger or the complete consummation of
the  Merger  or  (ii)  been  earlier  terminated.

(k)  As  a  condition  precedent  to  the  disbursement  of funds to the Company
pursuant to the Escrow  Agreement, the  Company  shall  cause its legal counsel,
Swidler  Berlin Shereff  Friedman,  LLP, to deliver to PointeCom a legal opinion
with respect to the PointeCom Loan  in  substantially  the  form attached hereto
as Exhibit G.

(l)  The  Company  shall  cause  one  of  its  officers to execute and deliver a
certificate  containing  the  representations  set  forth  in Exhibit H attached
hereto  and  any  other  representations  which  may  be reasonably requested in
connection  with  the  rendering  of  the  required  federal income tax opinion.

8.2.  Conditions  to  Obligations  of  the  Company and Newco.  Except as may be
waived  by  the  Company and Newco in writing, the obligation of the Company and
Newco  to  consummate  the  transactions  contemplated  herein  is  subject  to
satisfaction  of  the  following  conditions:

(a)  The  Company  and Newco shall have received a certificate of PointeCom that
(i) the representations and warranties of  PointeCom contained in this Agreement


<PAGE>
are  true  in  all  material  respects  at and as of the Closing, as though such
representations  and  warranties  had  been  made at and as of the Closing, (ii)
PointeCom has performed and complied in all material respects with the covenants
or  conditions required by this Agreement or any of the agreements, documents or
instruments  executed  pursuant  hereto  or thereto to be performed and complied
with  by  PointeCom  prior  to  the Closing, (iii) all declarations, filings and
registrations  with,  notices  to, and authorizations, consents and approvals of
any  Governmental  Authority  or third party set forth in Schedule 6.2 have been
made  or  obtained  and  (iv)  there  has been no material adverse change in the
business, operations, or financial condition of PointeCom since the date of this
Agreement.

(b)  No  action, suit or proceeding before any Governmental Authority, to enjoin
the  transactions  contemplated  by  this Agreement or to its consummation, will
have  been  instituted  on  or  before  the  Closing  Date.

(c)  The  Agreement  and  the  transaction  contemplated  hereby shall have been
approved  by  the  Requisite  Stockholder  Approval  of  the  Company.

(d)  This  Agreement  and  the  transaction  contemplated  hereby shall have the
Requisite  Stockholder  Approval  of  PointeCom.

(e)  At  the  Effective  Time,  the  officers, directors, managers and employees
contemplated  in  Section  7.12,  shall  have  resigned  from  their  respective
positions  and executed such documents as are mutually acceptable to the Company
and  PointeCom to release PointeCom and the Company from any and all claims that
any  such  individual  may  have  as  a  result  of  such  employment.

(f)  The  Company  shall have obtained the approval of Lucent Technologies, Inc.
and  General Electric (NTFC and Newbridge) to the Merger and shall have modified
the  existing  senior  credit  facility  with  Lucent  Technologies,  Inc.,
substantially  in  accordance  with  Exhibit  A  to  the  Escrow  Agreement.

(g) Any applicable waiting period under the Hart Scott Rodino Act shall have (i)
expired  without  action  by  the  Department  of  Justice  or the Federal Trade
Commission to prevent consummation of the Merger or the complete consummation of
the  Merger  or  (ii)  been  earlier  terminated.

(h)  PointeCom  shall  cause  one  of  its  officers  to  execute  and deliver a
certificate  containing  the  representations  set  forth  in Exhibit H attached
hereto  and  any  other  representations  which  may  be reasonably requested in
connection  with  the  rendering  of  the  required  federal income tax opinion.

(i)  PointeCom  shall  have  obtained  a  written  waiver  with  regard  to this
transaction  of  the rights of PointeCom Class A Preferred stockholders pursuant
to  Section  2  of  the  Certificate  of Designations for such PointeCom Class A
Preferred  Stock.


<PAGE>
(j) The PointeCom Loan shall have been consummated and the proceeds of such loan
disbursed  to  the  Company  pursuant  to  the  terms  of  the Escrow Agreement.

ARTICLE  IX.  NONDISCLOSURE  OF  CONFIDENTIAL  INFORMATION

9.1.   General.  Each  party  hereto will hold, and will use its best efforts to
cause  its  Affiliates  and  their respective representatives to hold, in strict
confidence  from  any  Person (other than any such Affiliate or representative),
unless  (a)  compelled  to  disclose by judicial or administrative process or by
other requirements of Law or (b) disclosed in an action or proceeding brought by
a  party  hereto  in  pursuit  of  its rights or in the exercise of its remedies
hereunder,  all  documents  and information concerning the other party hereto or
any  of its Affiliates furnished to it by such other party or such other party's
representatives  in  connection  with  this  Agreement  or  the  transactions
contemplated hereby, except to the extent that such documents or information can
be shown to have been (i) previously known by the party receiving such documents
or  information,  (ii)  in  the  public  domain  (either  prior  to or after the
furnishing  of such documents or information hereunder) through no fault of such
receiving  party  or  (iii)  later  acquired by the receiving party from another
source  if  the  receiving  party  is  not  aware  that  such source is under an
obligation  to  another  party  hereto  to  keep  such documents and information
confidential.  In the event of a breach or threatened breach by any party of the
provisions of this Section, all other parties shall be entitled to an injunction
restraining  such  party from disclosing, in whole or in part, such confidential
information.  Nothing herein  shall  be  construed as prohibiting any party from
pursuing  any  other  available  remedy  for  such  breach or threatened breach,
including, without limitation,  the  recovery  of  damages.

9.2.   Equitable Relief.  Because of the difficulty of measuring economic losses
as  a  result of the breach of the foregoing covenants, because a breach of such
covenant  would  diminish the value of the assets and business of the Company or
PointeCom,  and  because  of  the immediate and irreparable damage that would be
caused  for  which the Surviving Corporation and/or PointeCom and/or the Company
would  have  no  other adequate remedy, each party to this Agreement agrees that
the  foregoing  covenants may be enforced against it by injunctions, restraining
orders  and  other  equitable  actions.

ARTICLE  X.  INTENDED  TAX  TREATMENT

10.1.   Tax-Free  Reorganization.  PointeCom  and  the Company are entering into
this  Agreement  with  the  intention  that  the  Merger  qualify  as a tax-free
reorganization  for  federal  income  tax purposes and neither PointeCom nor the
Company  will  take  any  actions that disqualify the Merger for such treatment.
Neither  PointeCom,  Newco  nor the Company will take or omit to take any action
that  would  cause  the  Merger  not  to  be described as a reorganization under
Section  368(a) of the Code (or any comparable provisions of applicable state or
local law) and the parties will characterize the Merger as such a reorganization
for  purposes  of  all  tax  returns  and  other  filings.


<PAGE>
ARTICLE  XI.  TERMINATION

11.1.  Termination.  This  Agreement  may  be  terminated  and  the  transaction
contemplated  hereby  abandoned:

(a)  By  mutual  written  consent  of  the parties at any time prior to Closing.

(b)  Prior  to  the  Closing,  by  written  notice to the Company and Newco from
PointeCom,  if  (i)  there is material breach of any representation, warranty or
covenant  (including  the  failure  of a party to consummate the Closing, if the
other  parties  are  willing,  ready  and  able  to  consummate  the  Closing in
accordance  with  this  Agreement)  on the part of the Company or Newco, or if a
representation  or  warranty  of  the  Company  or  Newco shall be untrue in any
material  respect,  or  (ii) if the conditions specified in Section 8.1 have not
been  satisfied,  and  any such matter described in clauses (i) and (ii) of this
paragraph  has  not  been  cured by the Company or Newco within 10 Business Days
after  written  notice  thereof  from  PointeCom.

(c)  Prior  to  the Closing, by written notice to PointeCom from the Company and
Newco  (i)  if  there  is  material  breach  of  any representation, warranty or
covenant  (including  the  failure  of a party to consummate the Closing, if the
other  parties  are  willing,  ready  and  able  to  consummate  the  Closing in
accordance  with this Agreement) on the part of PointeCom or if a representation
or warranty of PointeCom shall be untrue in any material respect, or (ii) if the
conditions specified in Section 8.2 have not been satisfied, and any such matter
described  in  clauses  (i)  and  (ii)  of  this paragraph has not been cured by
PointeCom within 10 Business Days after written notice thereof from the Company.

(d)  By  action  of  the  Board of Directors of either PointeCom or the Company,
before  or  after  the  approval  by  the  Company stockholders or the PointeCom
stockholders, (A) if the Effective Time shall not have occurred by June 30, 2000
(the  Outside Date) (unless the failure to consummate the Merger by such date is
due  to  the action or failure to act of the party seeking to terminate); or (B)
if  any  condition  to the obligation of the terminating party to consummate the
Merger  shall have become incapable of being satisfied prior to the Outside Date
as  a  result  of  a  court  order,  stipulation or injunction that is final and
non-appealable.

(e)  By  PointeCom if the Company Board of Directors (i) enters into or publicly
announces  its  intention  to  enter into an agreement or agreement in principle
with  respect  to  an Acquisition Proposal, (ii) withdraws its recommendation to
the  Company  stockholders  of  this Agreement or the Merger, or (iii) after the
receipt  of  an  Acquisition  Proposal,  fails  to  confirm publicly, within ten
Business  Days after the request of PointeCom, its recommendation to the Company
stockholders  that the Company stockholders adopt and approve this Agreement and
the  Merger.

(f)  By  the  Company  if  the  PointeCom  Board of Directors (i) enters into or
publicly  announces  its  intention  to  enter into an agreement or agreement in
principle  with  respect  to  an  Acquisition  Proposal,  (ii)  withdraws  its


<PAGE>
recommendation  to the PointeCom stockholders of this Agreement or the Merger or
(iii)  after  the receipt of an Acquisition Proposal, fails to confirm publicly,
within ten Business Days after the request of the Company, its recommendation to
the  PointeCom  stockholders  that  the PointeCom stockholders adopt and approve
this  Agreement  and  the  Merger.

(g)  In  the  event  any  party becomes aware, and notifies the other party (the
Notified  Party)  in writing, of any matter, fact or circumstance which would be
required  to  be disclosed by any party as of the date hereof or at the Closing,
and  such matter, fact or circumstance is such that the Notified Party would not
be  obligated hereunder to consummate the Closing, then the Notified Party shall
have  the right to terminate this Agreement within 10 Business Days after having
received  such  notice, such period being subject to an extension at the written
request  of  the  Notified  Party  of  up  to  five  additional Business Days as
reasonably  required to allow the Notified Party to evaluate the matter, fact or
circumstance of which it has been notified, or if the Notified Party does not so
terminate  this  Agreement,  then  (i)  such notice shall be deemed to amend the
schedule  or  appropriate  disclosure  hereunder as of the date hereof; (ii) any
breach  of  any  representation,  warranty or covenant hereunder that could have
existed  as  a  result  of  the  occurrence or existence of such fact, matter or
circumstance  shall  be  deemed  cured and performed; and (iii) any condition to
such Notified Party's obligation to consummate the Closing which would otherwise
not be fulfilled as a result of the occurrence or existence of such fact, matter
or  circumstance  shall  be  deemed  waived.

11.2.  Effect.  Any  termination  of  this  Agreement  shall  not release either
PointeCom  on  the  one  hand  or  the  Company  and Newco on the other from any
liability  (for  damages  or  otherwise)  or other consequences arising from any
breach  or  violation  by such party of the terms of this Agreement prior to the
effective  time  of such termination, nor shall any such termination release any
party from its obligations or duties under this Agreement, which, by their terms
and/or  expressed  intent,  may  require  performance  subsequent  to  any  such
termination,  and  all  provisions  of  this  Agreement  that  set  forth  such
obligations or duties (including, without limitation Sections 7.7, and 11.3) and
such  other  general or procedural provisions that maybe relevant to any attempt
to  enforce  such  obligations  or duties, shall survive any such termination of
this  Agreement  until  such  obligations or duties shall have been performed or
discharged  in  full.  Notwithstanding  the  foregoing,  if  Section  11.3  is
applicable  to a termination and a party satisfies all of its obligations as set
forth  in Section 11.3, no further liability or obligation shall extend to  such
party,  other  than  as  set  forth  in  Section  11.3.

11.3.  Special  Remedies.

(a)  For purposes of the remedies available under this Section 11.3, the parties
acknowledge  that  it  would be extremely impractical and difficult to ascertain
the actual damages that would be suffered by the parties if any party or parties
fails  to  consummate the transactions contemplated herein (for any reason other
than a party's failure, refusal or inability to perform any of its covenants and
agreements  hereunder  or  the  failure  of  any  other of the conditions to the
party's  obligation to consummate the transactions herein) and this Agreement is
terminated  as  hereinafter  provided  in  this  Section 11.3.  The parties have


<PAGE>
considered carefully the loss to each non-breaching or non-defaulting party that
would  result from the failure of the transactions to be consummated as a result
of  such  a breach or default hereunder by a party or parties; and other damages
that the non-breaching or non-defaulting party or parties will sustain but which
the  parties  cannot  calculate  with  absolute  certainty.  Accordingly, to the
extent  set  forth  in  this  Section  11.3,  the  parties  damages  under  the
circumstances  hereinafter  described  would reasonably be expected to amount to
the  sum  of  $5,000,000  (in  the  aggregate),  which shall be paid as full and
complete  liquidated  damages  (the  Termination  Fee).

(b)  In  the  event  of  any  termination  of this Agreement pursuant to Section
11.1(e), then the Company shall, at the option of PointeCom, promptly, but in no
event  later  than  thirty  Business  Days  after  demand  by  PointeCom, pay to
PointeCom  the  Termination  Fee,  plus  all  amounts  due  (by  acceleration or
otherwise)  under the PointeCom Loan.  Alternatively, PointeCom may, at its sole
option,  convert  the  PointeCom Loan and the amount owed as the Termination Fee
into  Class  C  Convertible  Senior  Preferred  Stock (100,000 shares and 50,000
shares,  respectively),  which  preferred stock shall automatically convert into
Company  Common  Stock  at  a  conversion  price  of  $8.20 per share as therein
provided,  and  Warrants.  If  the  Company  defaults  in  the  payment  of  the
Termination  Fee, PointeCom may, at its option, convert the Termination Fee into
50,000  shares  of  Class  C  Convertible  Senior  Preferred  Stock  (which  is
convertible,  at the option of PointeCom, into Company Common Stock at $8.20 per
share  with  regard  to  the  Termination  Fee);  if the Company defaults in the
repayment  of  the  PointeCom  Loan,  PointeCom  may, at its option, convert the
PointeCom  Loan  into  100,000 shares (plus shares equal to accrued interest) of
Class  C Convertible Senior Preferred Stock (which is convertible, at the option
of  PointeCom,  into  Company Common Stock at $5.00 per share with regard to the
PointeCom  Loan)  and  Warrants.

(c)  In  the  event  of  any  termination  of this Agreement pursuant to Section
11.1(f),  then  PointeCom  shall  promptly,  but  in  no event later than thirty
Business  Days  after  written  request  by  the Company, pay to the Company the
Termination  Fee.

(d)  In  the  event  of  termination  of  this  Agreement  pursuant  to  Section
11.1(b)(i),  then the Termination Fee shall not be payable, PointeCom may pursue
its  remedies  at  law  or  in  equity  and  the Company shall, at the option of
PointeCom,  promptly,  but  in  no  event  later than thirty Business Days after
demand  by  PointeCom,  pay  to  PointeCom  all  amounts due (by acceleration or
otherwise)  under  the PointeCom Loan.  If the Company defaults in the repayment
of  the PointeCom Loan, then PointeCom may, at its option, convert the PointeCom
Loan  into Class C Convertible Senior Preferred Stock (which is convertible into
Company  Common  Stock at $5.00 per share with regard to the PointeCom Loan) and
Warrants  as  provided  under  the  terms  of  the  PointeCom  Loan.

(e)  In  the  event  of  termination  of  this  Agreement  pursuant  to  Section
11.1(c)(i),  then  the Termination  Fee shall not be payable and the Company may
pursue its remedies at law  or  in  equity.


<PAGE>
(f)  In  the  event  of  termination  of  this  Agreement because the conditions
specified  in  Sections  8.1(g),  (j)  or  (k) have not been satisfied, then the
Termination  Fee  shall  not  be  payable  and  the  PointeCom Loan shall not be
accelerated.  If  the  Company  defaults  in the repayment of the PointeCom Loan
when  said loan shall become due, then PointeCom may, at its option, convert the
PointeCom  Loan  into  Class  C  Convertible  Senior  Preferred Stock (which are
convertible  into  Company  Common Stock at $8.20 per share) and Warrants of the
Company  as  provided  under  the  terms  of  the  PointeCom  Loan.

(g)  In  the  event  of  termination  of  this  Agreement  because the condition
specified in Section 8.1(e)(ii) has not been satisfied (under circumstances that
are  not encompassed by paragraph 11.3(b) above), then the Termination Fee shall
not be payable and the Company shall promptly, but in no event later than thirty
Business  Days  after  demand by PointeCom, pay to PointeCom all amounts due (by
acceleration or otherwise) under the PointeCom Loan.  If the Company defaults in
the  repayment  of  the  PointeCom Loan, then PointeCom may, at its sole option,
convert  the  PointeCom  Loan  into  Class  C Convertible Senior Preferred Stock
(which is convertible into Company Common Stock at $8.20 per share) and Warrants
of  the  Company  as  provided  under  the  terms  of  the  PointeCom  Loan.

(h)  In  the  event  of  termination  of  this  Agreement  because the condition
specified  in  Section  8.2(d)(ii)  has not been satisfied,  then this Agreement
shall  terminate,  the  Termination  Fee shall not be payable  and the PointeCom
Loan  shall  not  be accelerated, and PointeCom may, at its sole option, convert
the  PointeCom  Loan  into  Class C Convertible Senior Preferred Stock (which is
convertible  into  Company  Common  Stock  at  $8.20  per share) and Warrants as
provided  under  the  terms  of  the  PointeCom  Loan.

(i)  In order for PointeCom to convert the Termination Fee into 50,000 shares of
Class  C  Convertible  Senior  Preferred Stock, PointeCom shall give the Company
written  notice  that PointeCom elects to convert such fee.  The date of receipt
of  such notice by the Company shall be the Conversion Date.  The Company shall,
as  soon  as  practicable after receipt of such notice and no later than 10 days
thereafter,  issue  and  deliver to PointeCom a certificate for 50,000 shares of
Class  C  Convertible  Senior  Preferred  Stock,  together  with a duly executed
Registration  Rights  Agreement.  Such  conversion  shall be deemed to have been
made  immediately  prior  to  the  close of business on the Conversion Date, and
PointeCom  shall  be  regarded  for  all corporate purposes as the holder of the
number  of  shares  of Class C Convertible Senior Preferred Stock to which it is
entitled  upon  the  Conversion  Date.

ARTICLE  XII.  MISCELLANEOUS

12.1.   Successors  and  Assigns.  This  Agreement and the rights, interests and
obligations  of  the  parties  hereunder  may  not  be assigned or delegated (by
operation  of Law or otherwise) and shall be binding upon and shall inure to the
benefit  of  the  parties  hereto,  the  successors of PointeCom, Newco, and the
Company.


<PAGE>
12.2.  Entire  Agreement.  This Agreement (including the Schedules, exhibits and
annexes  attached hereto) and the documents delivered pursuant hereto constitute
the  entire  agreement  and understanding among the Company, Newco and PointeCom
and  supersede  any  prior  agreement  and understanding relating to the subject
matter  of  this  Agreement,  including the term sheet dated November 23,  1999.
This  Agreement may be modified or amended only by a written instrument executed
by the parties hereto, acting through their respective officers, duly authorized
by  their  respective  Boards  of  Directors.

12.3.  Counterparts.  This  Agreement  may  be  executed  in  two  or  more
counterparts,  each  of  which  shall  be  deemed  an  original and all of which
together  shall  constitute  but  one  and  the  same  instrument.  Facsimile
transmission of any signed original document and/or retransmission of any signed
facsimile  transmission  will be deemed the same as delivery of an original.  At
the  request  of  any  party, the parties will confirm facsimile transmission by
signing  a  duplicate  original  document.

12.4.  Brokers  and  Agents.  Each  party hereto represents and warrants that it
employed  no broker or agent in connection with the transactions contemplated by
this  Agreement.  Each  party  agrees  to indemnify each other party against all
loss,  cost, damages or expense arising out of claims for fees or commissions of
brokers  employed or alleged to have been employed by such indemnifying party in
connection  with  the  transactions  contemplated  by  this  Agreement.

12.5.  Notices.  All  notices and communications required or permitted hereunder
shall  be  in writing and may be given by facsimile or by depositing the same in
the  United  States mail, addressed to the party to be notified, postage prepaid
and  registered or certified with return receipt requested, or by delivering the
same  in  person  to  an  officer  or  agent  of  such  party,  as  follows:

(a)  If  to  PointeCom,  addressed  to  them  at:

Pointe  Communications  Corporation
1325  North  Meadow  Parkway,  Suite  110
Roswell,  GA  30076
FAX:  (770)  319-2834

with  a  copy  (which  shall  not  constitute  notice)  to:

W.  Robert  Dyer,  Jr.
Gardere  &  Wynne,  L.L.P.
1601  Elm  Street,  Suite  3000
Dallas,  Texas  75201-4761
FAX:  (214)  999-3574

(b)  If  to  the  Company  or  Newco,  addressed  as  follows:


<PAGE>
Telscape  International,  Inc.
2700  Post  Oak  Boulevard,  Suite  100
Houston,  Texas  77056
FAX:  (713)  968-0930

with  a  copy  (which  shall  not  constitute  notice)  to:

John  J.Klusaritz
Swidler  Berlin  Shereff  Friedman,  LLP
3000  K  St.,  NW,  Suite  300
Washington,  DC  20007
FAX:  (202)  424-7647

or such other address as any party hereto shall specify pursuant to this Section
12.5  from  time  to  time.

12.6.  Exercise of Rights and Remedies.  Except as otherwise provided herein, no
delay  of  or omission in the exercise of any right, power or remedy accruing to
any  party  as  a  result of any breach or default by any other party under this
Agreement  shall  impair  any  such  right,  power  or  remedy,  nor shall it be
construed  as  a  waiver of or acquiescence in any such breach or default, or of
any  similar  breach  or  default  occurring  later; nor shall any waiver of any
single  breach  or  default  be  deemed  a waiver of any other breach or default
occurring  before  or  after  that  waiver.

12.7.  Reformation  and  Severability.  In  case any provision of this Agreement
shall be invalid, illegal or unenforceable, it shall, to the extent possible, be
modified in such manner as to be valid, legal and enforceable, but so as to most
nearly  retain  the  intent  of  the  parties,  and  if such modification is not
possible,  such  provision  shall  be severed from this Agreement, and in either
case,  the  validity, legality and enforceability of the remaining provisions of
this  Agreement  shall  not  in  any  way  be  affected  or  impaired  thereby.

12.8.  Governing  Law.  This Agreement shall be construed in accordance with the
laws  of  the  State  of Texas (except for its principles governing conflicts of
laws).

12.9.  No Third-Party Beneficiaries.  This Agreement shall not confer any rights
or  remedies  upon any Person other than the parties hereto and their respective
successors  and permitted assigns; provided, however, that (i) the provisions in
Article  III  above  (A)  concerning  payment  of  the  Merger Consideration are
intended  for  the  benefit  of  PointeCom  stockholders  and (B) concerning the
conversion  of  the stock options are intended for the benefit of the holders of
such  stock  options,  (ii)  the  provisions  in  Section  7.14 above concerning
indemnification  are  intended  for  the  benefit  of  the individuals specified
therein  and  their respective legal representatives and (iii) the provisions of
Sections  7.4, and 10.1 are intended for the benefit of the Company stockholders
and  the  PointeCom  stockholders.


<PAGE>
IN  WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of the
date  first  written  above.

POINTE  COMMUNICATIONS  CORPORATION

By:
Name:
Title:


POINTE  ACQUISITION,  CORP.

By:
Name:
Title:


TELSCAPE  INTERNATIONAL,  INC.

By:
Name:
Title:


<PAGE>
Exhibit  A


Certificate  of  Designation


<PAGE>
Exhibit  B


Form  of  Promissory  Note


<PAGE>
Exhibit  C


Registration  Rights  Agreement


<PAGE>
Exhibit  D

Warrant  Agreement


<PAGE>
Exhibit  E

Escrow  Agreement


<PAGE>
Exhibit  F

Voting  Agreement



<PAGE>
Exhibit  G

Form  of  Legal  Opinion


<PAGE>
Exhibit  H

Officer's  Representations


<PAGE>
TABLE  OF  CONTENTS

ARTICLE  I
DEFINITIONS
1.1.  Definitions1
1.2.  Interpretation7

ARTICLE  II
THE  MERGER  AND  THE  SURVIVING  CORPORATION
2.1.  The  Merger7
2.2.  Effective  Time  of  the  Merger7
2.3.  Certificate  of  Incorporation, Bylaws and Board of Directors of Surviving
Corporation8


ARTICLE  III
CONVERSION  OF  SHARES
3.1.  Conversion  of  Shares8
3.2.  Fractional  Shares9
3.3.  Dissenting  Shares10
3.4.  Company  Options10
3.5.  Newco  Shares10
3.6.  Delivery  of  Merger  Consideration11
3.7.  No  Effect  on  Capital  Stock  of  Company11
3.8.  Closing  of  Transfer  Records11
3.9.  Effect  on  Treasury  of  Unissued  Shares  of  PointeCom  Capital Stock11
3.10. Rule  166-310

ARTICLE  IV
CLOSING  12

ARTICLE  V
REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY
AND  NEWCO
5.1.  Due  Organization  and  Qualification12
5.2.  Authorization;  Non-Contravention;  Approvals12
5.3.  Company  Common  Stock13
5.4.  Tax  Free  Reorganization13
5.5.  SEC  Filings;  Disclosure15
5.6.  Interim  Operations  of  Newco16
5.7.  Capitalization.16
5.8.  Subsidiaries16
5.9.  Financial  Statements16
5.10. Liabilities  and  Obligations17
5.11. Accounts  and  Notes  Receivable.17
5.12. Assets17


<PAGE>
5.13. Material  Customers  and  Contracts18
5.14. Permits19
5.15. Environmental  Matters19
5.16. Labor  and  Employee  Relations20
5.17. Insurance20
5.18. Compensation;  Employment  Agreements20
5.19. Noncompetition  and  Nonsolicitation  Agreements20
5.20. Employee  Benefit  Plans20
5.21. Litigation  and  Compliance  with  Law22
5.22. Taxes23
5.23. Absence  of  Changes24
5.24. Absence  of  Certain  Business  Practices25
5.25. Competing  Lines  of  Business;  Related-Party  Transactions25
5.26. Intangible  Property25
5.27. Disclosure26
5.28. Year  2000  Compliance26

ARTICLE  VI
REPRESENTATIONS  AND  WARRANTIES  OF  POINTECOM  AND  NEWCO
6.1.  Organization26
6.2.  Authorization;  Non-Contravention;  Approvals26
6.3.  SEC  Filings;  Disclosure27
6.4.  Capitalization28
6.5.  Subsidiaries28
6.6.  Financial  Statements28
6.7.  Liabilities  and  Obligations29
6.8.  Assets29
6.9.  Material  Customers  and  Contracts30
6.10. Permits30
6.11. Environmental  Matters31
6.12. Labor  and  Employee  Relations31
6.13. Insurance31
6.14. Compensation;  Employment  Agreements31
6.15. Noncompetition  and  Nonsolicitation  Agreements32
6.16. Litigation  and  Compliance  with  Law32
6.17. Taxes32
6.18. Absence  of  Changes33
6.19. Absence  of  Certain  Business  Practices34
6.20. Competing  Lines  of  Business;  Related-Party  Transactions35
6.21. Intangible  Property35
6.22. Disclosure35
6.23. Year  2000  Compliance35
6.24. Employee  Benefit  Plans35
6.25. Tax  Free  Reorganization37
6.26. Accounts  and  Notes  Receivable39


<PAGE>
ARTICLE  VII
CERTAIN  COVENANTS
7.1.  Conduct  of  Business40
7.2.  Reasonable  Efforts42
7.3.  Inspection42
7.4.  Restraint  on  Solicitation.42
7.5.  Update  Information45
7.6.  Future  Cooperation;  Tax  Matters45
7.7.  Expenses46
7.8.  Registration  Statement  and  Proxy  Statement46
7.9.  Company  Financings46
7.10. Voting  Agreements47
7.11. Company  Board  of  Directors  and  Officers47
7.12. Key  Managers  and  Employees47
7.13. Notices  and  Consents47
7.14. Indemnification  of  Officers  and  Directors  of  PointeCom47
7.15. Regulatory  Matters  and  Approvals49
7.16. Continuity  of  Business  Enterprise49

ARTICLE  VIII
CONDITIONS  TO  CLOSING
8.1.  Conditions  to  Obligations  of  PointeCom50
8.2.  Conditions  to  Obligations  the  Company  and  Newco51

ARTICLE  IX
NONDISCLOSURE  OF  CONFIDENTIAL  INFORMATION
9.1.  General52
9.2.  Equitable  Relief52

ARTICLE  X
INTENDED  TAX  TREATMENT
10.1.  Tax-Free  Reorganization53

ARTICLE  XI
TERMINATION
11.1.  Termination53
11.2.  Effect54
11.3.  Special  Remedies55

ARTICLE  XII
MISCELLANEOUS
12.1.  Successors  and  Assigns56
12.2.  Entire  Agreement57
12.3.  Counterparts57
12.4.  Brokers  and  Agents57


<PAGE>
12.5.  Notices57
12.6.  Exercise  of  Rights  and  Remedies58
12.7.  Reformation  and  Severability58
12.8.  Governing  Law58
12.9.  No  Third-Party  Beneficiaries58

Schedules
Schedule  5.1  Company  Organization  and  Qualification
Schedule  5.2  Company  Authority
Schedule  5.7  Company  Capitalization
Schedule  5.8  Company  Subsidiaries
Schedule  5.9  Company  Financial  Statements
Schedule  5.10 Company  Liabilities  and  Obligations
Schedule  5.11 Company  Accounts  and  Notes  Receivable
Schedule  5.12 Company  Assets
Schedule  5.13 Company  Material  Customers  and  Contracts
Schedule  5.14 Company  Permits
Schedule  5.15 Company  Environmental  Matters
Schedule  5.16 Company  labor  and  Employee  Relations
Schedule  5.17 Company  Insurance
Schedule  5.18 Company  Compensation;  Employment  Agreements
Schedule  5.19 Company  Noncompetition,  Confidentiality  and  Non-Solicitation
Agreements
Schedule  5.20 Company  Employee  Benefit  Plans
Schedule  5.21 Company  Litigation  and  Compliance  with  Laws
Schedule  5.22 Company  Taxes
Schedule  5.23 Company  Absence  of  Changes
Schedule  5.25 Company  Competing Lines of Business; Related Party Transactions
Schedule  5.26 Company  Intangible  Property
Schedule  6.1  PointeCom  Organization
Schedule  6.2  PointeCom  Authorization
Schedule  6.3  PointeCom  SEC  Filings;  Disclosure
Schedule  6.4  PointeCom  Capitalization
Schedule  6.5  PointeCom  Subsidiaries
Schedule  6.6  PointeCom  Financial  Statements
Schedule  6.7  PointeCom  Liabilities  and  Obligations
Schedule  6.8  PointeCom  Assets
Schedule  6.9  PointeCom  Material  Customers  and  Contracts
Schedule  6.10 PointeCom  Permits
Schedule  6.11 PointeCom  Environmental  Matters
Schedule  6.12 PointeCom  labor  and  Employee  Relations
Schedule  6.13 PointeCom  Insurance
Schedule  6.14 PointeCom  Compensation;  Employment  Agreements
Schedule  6.15 PointeCom  Noncompetition,  Confidentiality and Non-Solicitation
Agreements


<PAGE>
Schedule  6.16 PointeCom  Litigation  and  Compliance  with  Laws
Schedule  6.17 PointeCom  Taxes
Schedule  6.18 PointeCom  Absence  of  Changes
Schedule  6.20 PointeCom Competing Lines of Business; Related Party Transactions
Schedule  6.21 PointeCom  Intangible  Property
Schedule  6.24 PointeCom  Employee  Benefit  Plans
Schedule  6.26 PointeCom  Accounts  and  Notes  Receivable

Exhibits
Exhibit  A  -  Certificate  of  Designation
Exhibit  B  -  Form  of  Promissory  Note
Exhibit  C  -  Registration  Rights  Agreement
Exhibit  D  -  Warrant  Agreement
Exhibit  E  -  Escrow  Agreement
Exhibit  F  -  Voting  Agreement
Exhibit  G  -  Form  of  Legal  Opinion
Exhibit  H  -  Officers  Representations


<PAGE>