Exhibit 2.10                                               [EXECUTION COPY]
THIS  AGREEMENT  DOES NOT  CONSTITUTE AN OFFER TO SELL SHARES OF COMMON STOCK OF
TIGER TELEMATICS, INC. TO, OR THE SOLICITATION OF AN OFFER TO PURCHASE SHARES OF
COMMON  STOCK OF TIGER  TELEMATICS,  INC.  BY,  ANY  PERSON  IN ANY  COUNTRY  OR
JURISDICTION  IN WHICH SUCH AN OFFER OR  SOLICITATION  IS UNLAWFUL OR ANY PERSON
THAT DOES NOT  QUALIFY  AS AN  "ACCREDITED  INVESTOR"  AS DEFINED IN RULE 501 OF
REGULATION D PROMULGATED UNDER THE SECURITIES ACT.






                            STOCK PURCHASE AGREEMENT


                                  BY AND AMONG


                             TIGER TELEMATICS, INC.,

                                 GLOBICOM, INC.

                                       AND

                         CERTAIN LISTED STOCKHOLDERS OF
                                 GLOBICOM, INC.



                          Dated as of September 2, 2005









================================================================================

<PAGE>

                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----



ARTICLE I PURCHASE AND SALE OF SHARES..........................................2
         1.1      TRANSFER OF SHARES...........................................2
         1.2      PURCHASE PRICE...............................................2
         1.3      PAYMENT AT CLOSING...........................................2
         1.4      DELIVERY OF SHARES...........................................3
         1.5      AFFILIATE-OWNED ASSETS.......................................3
         1.6      FURTHER ASSURANCES...........................................3

ARTICLE II THE CLOSING.........................................................3

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS.................4
         3.1      TITLE TO THE SHARES..........................................4
         3.2      ORGANIZATION AND POWER.......................................4
         3.3      AUTHORITY; AUTHORIZATION, EXECUTION AND DELIVERY;
                   ENFORCEABILITY; NO CONFLICT.................................4
         3.4      CONSENTS.....................................................5
         3.5      BROKERS......................................................5
         3.6      INVESTMENT REPRESENTATIONS...................................5

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP..................6
         4.1      ORGANIZATION, POWER, AUTHORITY AND GOOD STANDING.............6
         4.2      AUTHORITY; AUTHORIZATION, EXECUTION AND DELIVERY;
                   ENFORCEABILITY; NO CONFLICT.................................7
         4.3      CONSENTS.....................................................8
         4.4      CAPITALIZATION...............................................8
         4.5      SUBSIDIARIES; INVESTMENTS....................................8
         4.6      FINANCIAL INFORMATION........................................9
         4.7      ABSENCE OF UNDISCLOSED LIABILITIES..........................10
         4.8      ABSENCE OF CHANGES..........................................10
         4.9      TAX MATTERS.................................................11
         4.10     TITLE TO ASSETS, PROPERTIES AND RIGHTS AND RELATED MATTERS..13
         4.11     REAL PROPERTY - OWNED OR LEASED.............................13
         4.12     INTELLECTUAL PROPERTY.......................................14
         4.13     AGREEMENTS, NO DEFAULTS, ETC................................15
         4.14     LITIGATION, ETC.............................................17
         4.15     COMPLIANCE WITH LAWS........................................17
         4.16     INSURANCE...................................................18
         4.17     LABOR RELATIONS; EMPLOYEES..................................18
         4.18     ERISA COMPLIANCE............................................20
         4.19     ENVIRONMENTAL MATTERS.......................................22
         4.20     BROKERS.....................................................23
         4.21     RELATED PARTY TRANSACTIONS..................................23
         4.22     ACCOUNTS AND NOTES RECEIVABLE...............................24

                                       i
<PAGE>

         4.23     BANK ACCOUNTS; POWERS OF ATTORNEY...........................24
         4.24     SUPPLIERS AND VENDORS.......................................24
         4.25     CUSTOMERS...................................................25
         4.26     CONFLICTS OF INTEREST.......................................25
         4.27     DISCLOSURE..................................................25

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.....................25
         5.1      ORGANIZATION; CORPORATE AUTHORITY...........................25
         5.2      AUTHORITY; AUTHORIZATION; EXECUTION AND DELIVERY;
                   ENFORCEABILITY; NO CONFLICT................................26
         5.3      CONSENTS....................................................26
         5.4      BROKERS.....................................................27

ARTICLE VI COVENANTS AND AGREEMENTS...........................................27
         6.1      ACCESS TO RECORDS AND PROPERTIES............................27
         6.2      CONDUCT OF THE BUSINESS.....................................27
         6.3      EFFORTS TO CONSUMMATE.......................................28
         6.4      NEGOTIATION WITH OTHERS.....................................28
         6.5      NOTICE OF PROSPECTIVE BREACH................................29
         6.6      PUBLIC ANNOUNCEMENTS........................................29
         6.7      EXCHANGE PROCEEDS...........................................29
         6.8      NON-COMPETITION COVENANT....................................29
         6.9      DISCLOSURE OF INFORMATION...................................30
         6.10     USE OF PROPRIETARY NAME.....................................32
         6.11     SUPPLEMENTS TO SCHEDULES....................................32

ARTICLE VII CLOSING OBLIGATIONS...............................................32
         7.1      CONDITIONS TO EACH PARTY'S OBLIGATIONS......................32
         7.2      CONDITIONS TO OBLIGATIONS OF THE PURCHASER..................33
         7.3      CONDITIONS TO OBLIGATIONS OF THE SELLER GROUP...............35

ARTICLE VIII INDEMNIFICATION..................................................36
         8.1      GENERALLY...................................................36
         8.2      ASSERTION OF CLAIMS.........................................37
         8.3      NOTICE AND DEFENSE OF THIRD PARTY CLAIMS....................37
         8.4      SURVIVAL OF REPRESENTATIONS AND WARRANTIES..................38
         8.5      LIMITATIONS ON INDEMNIFICATION..............................39
         8.6      SATISFACTION OF INDEMNIFICATION OBLIGATIONS.................39

ARTICLE IX TERMINATION; EFFECT OF TERMINATION.................................39
         9.1      TERMINATION.................................................39
         9.2      EFFECT OF TERMINATION.......................................40

ARTICLE X MISCELLANEOUS PROVISIONS............................................41
         10.1     AMENDMENT...................................................41
         10.2     ENTIRE AGREEMENT............................................41
         10.3     SEVERABILITY................................................41
         10.4     BENEFITS OF AGREEMENT.......................................41
         10.5     EXPENSES; SALES AND TRANSFER TAXES..........................41

                                       ii
<PAGE>

         10.6     REMEDIES....................................................42
         10.7     NOTICES.....................................................42
         10.8     COUNTERPARTS AND FACSIMILE EXECUTION........................43
         10.9     GOVERNING  LAW..............................................43
         10.10    JURISDICTION AND VENUE......................................43
         10.11    MUTUAL CONTRIBUTION.........................................44
         10.12    NO THIRD PARTY BENEFICIARIES................................44
         10.13    INDEPENDENCE OF COVENANTS AND REPRESENTATIONS AND
                   WARRANTIES.................................................44
         10.14    INTERPRETATION; CONSTRUCTION................................44












                                       iii
<PAGE>

                         ANNEXES, SCHEDULES AND EXHIBITS

Annexes
-------

Annex I                   Stockholders
Annex II                  Certain Definitions

Schedules
---------

Schedule 1.3        -     Stockholder Percentages for Allocation of
                            Purchase Price
Schedule 3.4        -     Stockholder Consents
Schedule 4.1        -     Foreign Qualifications for the Company and
                            Its Subsidiaries
Schedule 4.3        -     Company Consents
Schedule 4.4(a)     -     Capitalization of the Company and Its Subsidiaries
Schedule 4.4(b)     -     Options, Warrants, Voting Agreements, etc.
Schedule 4.5        -     Subsidiaries and Investments
Schedule 4.6(a)     -     Financial Statements
Schedule 4.6(c)     -     Accounts Payable and Accounts Receivable
Schedule 4.7        -     Undisclosed Liabilities
Schedule 4.8        -     Absence of Changes
Schedule 4.9(a)     -     Tax Matters
Schedule 4.9(c)     -     Taxing Authority Notifications
Schedule 4.10(a)    -     Encumbrances
Schedule 4.10(b)    -     Tangible Personal Property
Schedule 4.11(a)    -     Real Property
Schedule 4.11(b)    -     Real Property Proceedings, Notices and Exceptions
Schedule 4.12(a)    -     Intellectual Property Rights
Schedule 4.12(b)    -     Actions to Protect Intellectual Property Rights
Schedule 4.13(a)    -     Material Contracts
Schedule 4.13(d)    -     Funded Indebtedness
Schedule 4.14(a)    -     Litigation, Etc.
Schedule 4.14(b)    -     Resolved Litigation
Schedule 4.15       -     Compliance with Laws
Schedule 4.16(a)    -     Insurance Policies
Schedule 4.16(b)    -     Insurance Claims, Etc.
Schedule 4.17(a)    -     Directors, Officers and Key Employees
Schedule 4.17(b)    -     Number of Employees, Independent Contractors, etc.
Schedule 4.17(c)    -     Labor Relations
Schedule 4.17(e)    -     Labor Proceedings
Schedule 4.17(f)    -     Joint Employer Matters
Schedule 4.17(g)    -     Independent Contractor Agreements
Schedule 4.18(a)    -     Employee Benefit Plans
Schedule 4.18(b)    -     ERISA Compliance
Schedule 4.19(a)    -     Environmental Laws - Violations
Schedule 4.19(b)    -     Environmental Compliance - Previously Owned Properties
Schedule 4.21(a)    -     Related Party Transactions
Schedule 4.21(b)    -     Distributions
Schedule 4.22       -     Accounts and Notes Receivable

                                       iv
<PAGE>

Schedule 4.23       -     Bank Accounts; Powers of Attorney
Schedule 4.24       -     Suppliers and Vendors
Schedule 4.25       -     Customers
Schedule 5.1        -     Foreign Qualifications for the Purchaser
Schedule 5.3        -     Purchaser Consents


Exhibits
--------

Exhibit A           -     Form of Escrow Agreement
Exhibit B           -     Form of General Release
Exhibit C           -     Form of Employment Agreement with Greg Gifford
Exhibit D           -     Form of Employment Agreement with Tony Rodriguez
Exhibit E           -     Form of Employment Agreement with Ron Stapp







                                       v
<PAGE>

                             INDEX OF DEFINED TERMS

                  The  following  capitalized  terms,  which may be used in more
than one  Section  or other  location  of this  Agreement,  are  defined  in the
following Sections or other locations:

                                                                  Section or
     Term                                                       other Location
     ----                                                       --------------

     Acquisition Proposal                                            Annex II
     Affiliate                                                       Annex II
     Affiliate-Owned Asset                                                1.5
     Agreement                                                          10.14
     Annual Balance Sheet                                           4.6(a)(i)
     Annual Balance Sheet Date                                      4.6(a)(i)
     Annual Financial Statements                                    4.6(a)(i)
     Best Knowledge                                                     10.14
     Business                                                        Preamble
     Business Day                                                    Annex II
     Capital Lease                                                   Annex II
     Cash Portion                                                         1.2
     Charter Documents                                               Annex II
     Closing                                                       Article II
     Closing Date                                                  Article II
     COBRA                                                      4.18(b)(viii)
     Code                                                              4.9(a)
     Commission                                                      Annex II
     Company                                                          Caption
     Company Employee Plans                                           4.18(a)
     Competing Business                                                6.8(b)
     Confidential Information                                          6.9(a)
     Contract                                                        Annex II
     Control                                                         Annex II
     Covered Properties                                               4.19(b)
     Employee Benefit Plan                                           Annex II
     Encumbrances                                                    Annex II
     Environmental, Health and Safety Laws                           Annex II
     Escrow Agreement                                                     1.3
     Exchange Proceeds                                                    6.7
     Exclusivity Period                                                6.4(a)
     ERISA                                                           Annex II
     ERISA Affiliate                                                 Annex II
     Excluded Seller Representations                                      8.4
     Financial Statements                                         4.6(a)(iii)
     Funded Indebtedness                                             Annex II
     GAAP                                                            Annex II
     General Release                                                7.2(h)(i)
     Gifford Employment Agreement                                  7.2(h)(ii)
     Governmental Entity                                             Annex II

                                       vi
<PAGE>

                                                                  Section or
     Term                                                       other Location
     ----                                                       --------------

     Guaranty                                                        Annex II
     HIPAA                                                      4.18(b)(viii)
     Income Taxes                                                    Annex II
     Indemnified Persons                                             Annex II
     Indemnifying Persons                                            Annex II
     Intellectual Property Rights                                    Annex II
     Interim Balance Sheets                                        4.6(a)(ii)
     Interim Financial Statements                                  4.6(a)(ii)
     Latest Balance Sheet                                         4.6(a)(iii)
     Latest Balance Sheet Date                                    4.6(a)(iii)
     Latest Financial Statements                                  4.6(a)(iii)
     Law                                                             Annex II
     Leased Property                                                  4.11(a)
     Letter of Intent                                                    10.2
     Liability                                                       Annex II
     Licensed Requisite Rights                                     4.12(a)(i)
     Litigation Expense                                              Annex II
     Losses                                                          Annex II
     Market Price                                                    Annex II
     Material Adverse Change                                           4.8(i)
     Material Contracts                                               4.13(b)
     NASDAQ                                                          Annex II
     Options                                                         Preamble
     Orders                                                          Annex II
     Owned Requisite Rights                                        4.12(a)(i)
     Permits                                                         Annex II
     Permitted Encumbrances                                          Annex II
     Person                                                          Annex II
     Possible Transaction                                                 6.4
     Proceeding                                                      Annex II
     Purchase Price                                                       1.2
     Purchaser                                                        Caption
     Purchaser Indemnified Persons                                   Annex II
     Purchaser Indemnifying Persons                                  Annex II
     Purchaser Losses                                                Annex II
     Related Documents                                                 7.2(h)
     Representatives                                                   6.9(a)
     Requisite Rights                                              4.12(a)(i)
     Restrictive Period                                                6.8(a)
     Rodriguez Employment Agreement                               7.2(h)(iii)
     Second Cash Payment                                                  1.2
     Securities                                                      Annex II
     Securities Act                                                  Annex II

                                      vii
<PAGE>

                                                                  Section or
     Term                                                       other Location
     ----                                                       --------------

     Securities Exchange Act                                         Annex II
     Seller Group                                                     Caption
     Seller Indemnified Persons                                      Annex II
     Seller Indemnifying Persons                                     Annex II
     Seller Losses                                                   Annex II
     Shares                                                          Preamble
     Stapp Employment Agreement                                    7.2(h)(iv)
     Stock                                                           Preamble
     Stockholders                                                     Caption

     Subsidiary                                                      Annex II
     Survival Date                                                     8.4(a)
     Tax Return                                                      Annex II
     Taxes                                                           Annex II
     TGTL Shares                                                     Annex II
     TGTL Shares Portion                                                  1.2
     Third Party                                                      4.17(f)
     Third Party Claim                                                    8.3







                                      viii
<PAGE>

                            STOCK PURCHASE AGREEMENT

         This STOCK PURCHASE  AGREEMENT dated as of September 2, 2005, is by and
among  TIGER  TELEMATICS,   INC.,  a  Delaware  corporation  (the  "Purchaser"),
GLOBICOM,  INC., a Texas corporation (the "Company"),  and those stockholders of
the Company  listed on Annex I attached  to this  Agreement  (collectively,  the
"Stockholders";  and the Stockholders and the Company are collectively  referred
to as the "Seller Group").  Certain capitalized terms used in this Agreement are
defined on Annex II attached to this Agreement.

                                    PREAMBLE

         The Company, together with its Subsidiaries, is engaged in the business
(collectively, the "Business") of providing wireless data communication services
to a broad range of end users across multiple wireless networks.

         The Company presently has  approximately  twenty-nine (29) Persons that
own all of the issued and  outstanding  shares of the common stock, no par value
per share, of the Company (collectively,  the "Stock") and/or options, warrants,
convertible loans or other rights for the purchase of shares of capital stock or
convertible securities of the Company (collectively,  the "Options")1.  In order
to comply with applicable  exemptions from the registration  requirements of the
Securities  Act,  qualification  under  applicable  state  securities  laws  and
compliance  under other  applicable  Laws, the Purchaser has agreed to initially
purchase  only those issued and  outstanding  shares of Stock that,  immediately
prior to the Closing Date, were owned by an "accredited  investor" as defined in
Rule  501 of  Regulation  D  promulgated  under  the  Securities  Act.  Upon the
completion  and  filing of all  reports  required  to be filed by the  Purchaser
pursuant to the  Securities  Exchange Act and the  availability  of an exemption
from the registration  requirements of the Securities Act,  qualification  under
applicable state securities laws and compliance under other applicable Laws, the
Purchaser  shall offer to acquire,  on the same terms and conditions as provided
for herein,  the remaining issued and outstanding shares of Stock that are owned
by any Person.

         The Stockholders  represent all of the Company's  stockholders that are
"accredited  investors" as defined in Rule 501 of Regulation D promulgated under
the Securities Act. The  Stockholders  are the legal owners of 6,861,476  issued
and outstanding  shares of Stock,  which amount  represents 84.41% of the issued
and outstanding shares of Stock, on a fully diluted basis, as if all outstanding
options, warrants,  convertible loans or other rights for the purchase of shares
of  capital  stock or  convertible  securities  of the  Company  had been  fully
exercised immediately prior to such issuance (and the resulting securities fully
converted into shares of Stock,  if so  convertible) as of such date. The shares
of Stock owned by the Stockholders are collectively referred to as the "Shares."
The Stockholders  desire to sell to the Purchaser,  and the Purchaser desires to
purchase from the  Stockholders,  all of the Shares, on the terms and subject to
the conditions contained in this Agreement.

         ACCORDINGLY,   in   consideration   of  the   mutual   representations,
warranties,  covenants and agreements contained in this Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

___________________
1 All Options must be canceled or exercised prior to the Closing.

                                       1
<PAGE>

                                   ARTICLE I
                           PURCHASE AND SALE OF SHARES

1.1      Transfer of Shares.

         On the terms and subject to the conditions contained in this Agreement,
at the Closing, the Stockholders shall sell, transfer,  convey and assign to the
Purchaser,  and the Purchaser shall purchase and acquire from the  Stockholders,
all of the Shares, free and clear of all Encumbrances.

1.2      Purchase Price.

         The aggregate  consideration to be paid by the Purchaser for all of the
Stock  shall  consist  of the sum of the  following  (such sum being  called the
"Purchase Price"):

                  (i)      $200,000 (the "Cash Portion")  payable to the Company
         in cash; plus

                  (ii)     $120,000 (the "Second Cash  Payment")  payable to the
         Company  in cash  within  forty-five  (45) days after the  Company  and
         Cingular  Wireless enter into a Master Cingular  GSM/GPRS Wireless Data
         Reseller  Agreement,  on terms and conditions  acceptable to Purchaser;
         plus

                  (iii)    an  aggregate  total of  138,462  newly  issued  TGTL
         Shares (the "TGTL Shares Portion"), which TGTL Shares shall be prorated
         and issued to the  Stockholders  in accordance with the percentages set
         forth on Schedule 1.3.

Notwithstanding  anything in this Agreement to the contrary,  the Purchase Price
is based on the acquisition of 100% of the issued and outstanding  capital stock
of the  Company,  on a  fully  diluted  basis,  as if all  outstanding  options,
warrants,  convertible  loans or other  rights  for the  purchase  of  shares of
capital stock or convertible  securities of the Company had been fully exercised
immediately prior to such issuance (and the resulting securities fully converted
into  shares of Stock,  if so  convertible)  as of such  date.  In the event the
Purchaser acquires less than 100% of the issued and outstanding capital stock of
the Company,  on a fully  diluted  basis,  the Purchase  Price shall be prorated
based on the actual  percentage of shares of Stock,  on a fully  diluted  basis,
that are actually sold and transferred to Purchaser.

1.3      Payment of the Purchase Price.

         (a)      At  the  Closing,  the  Purchaser  shall  pay or  deliver  the
Purchase Price as follows:

                  (i)      the Cash  Portion  shall be paid to the  Company,  by
         wire transfer of immediately  available funds to the account designated
         to the Company,  and used to satisfy and pay all Funded Indebtedness of
         the Company; and

                  (ii)     the TGTL Shares Portion shall be delivered and placed
         in escrow for a period of twelve  (12)  months  following  the  Closing
         pursuant to the terms of an Escrow Agreement  substantially in the form
         of Exhibit A (the "Escrow Agreement"),  which shall satisfy Purchaser's
         obligation to issue TGTL Shares to the Stockholders pursuant to Section

                                       2
<PAGE>

         1.2(ii) of this Agreement.  Upon releasing the TGTL Shares Portion from
         escrow,  the  remaining  balance of the TGTL  Shares  Portion  shall be
         delivered to each  Stockholder in accordance  with the  percentages set
         forth  on  Schedule  1.3,  in the  form  of a stock  certificate,  duly
         executed and issued by the Purchaser,  representing such  Stockholder's
         pro rata portion of the remaining balance of the TGTL Shares Portion.

         (b)      Within  forty-five  (45) days after the Company  and  Cingular
Wireless enter into a Master Cingular GSM/GPRS Wireless Data Reseller Agreement,
on terms and conditions acceptable to Purchaser,  Purchaser shall pay the Second
Cash Payment to the Company, by wire transfer of immediately  available funds to
the account  designated to the Company,  which Second Cash Payment shall be used
by the Company to satisfy and pay all Funded Indebtedness of the Company.

1.4      Delivery of Shares.

         At the Closing,  in  consideration  of the Purchaser's  delivery of the
Purchase Price pursuant to Section 1.3(a), (a) the Stockholders shall deliver to
the  Company the  certificate  or  certificates  representing  the Shares,  duly
endorsed for transfer to the Purchaser or  accompanied  by duly  executed  stock
powers transferring the Shares to the Purchaser, in each case sufficient in form
and substance to convey to the Purchaser  good title to all of the Shares,  free
and  clear  of all  Encumbrances,  and  (b) the  Company  shall  deliver  to the
Purchaser a certificate registered in the name of the Purchaser representing the
Shares.

1.5      Affiliate-Owned Assets.

         To the extent that any asset,  property,  interest in property or right
relating  to, or used or held for use by the Company or any of its  Subsidiaries
in the conduct of the Business is owned by a  Stockholder  or any of his, her or
its  Affiliates  or by any other  Affiliate of the Company or its  Subsidiaries,
such  asset,  property,  interest  in property or right shall be deemed to be an
"Affiliate-Owned Asset" for purposes of this Agreement.

1.6      Further Assurances.

         The Stockholders shall, at any time after the Closing, upon the request
of the Purchaser,  do, execute,  acknowledge and deliver,  and cause to be done,
executed, acknowledged and delivered, all such further acts, deeds, assignments,
transfers,  conveyances,  powers  of  attorney  and other  assurances  as may be
required to  transfer,  convey,  grant and confirm to and vest in the  Purchaser
good title to (i) the Shares and (ii) the  Affiliate-Owned  Assets, in each case
free and clear of all Encumbrances.

                                   ARTICLE II
                                   THE CLOSING

         On the terms and subject to the conditions contained in this Agreement,
the closing (the "Closing") of the  transactions  contemplated by this Agreement
shall  take  place at the  offices  of Smith  Hulsey  & Busey,  counsel  for the
Company, at the address set forth in Section 10.7, on September 2, 2005, or such
other  place or later  date as shall be  mutually  agreed  upon by the  parties,
provided that all of the conditions set forth in Article VII have been satisfied
or waived (other than those  conditions  which by their terms are intended to be
satisfied  at the  Closing).  The  date on which  the  Closing  occurs  shall be
referred to as the "Closing Date."

                                       3
<PAGE>

                                  ARTICLE III
               REPRESENTATIONS AND WARRANTIES of THE STOCKHOLDERS

         Each  Stockholder  hereby,  severally as to himself,  herself or itself
only and not jointly with or as to any of the other Stockholders, represents and
warrants to the Purchaser as of the date hereof as follows:

3.1      Title to the Shares.

         Such  Stockholder (i) is the lawful owner, of record and  beneficially,
of the number of Shares set forth  opposite his, her or its name on Annex I, and
(ii) has good and marketable title to such Shares, free and clear of any and all
Encumbrances  whatsoever  and with no restriction on the voting rights and other
incidents  of  record  and  beneficial   ownership   pertaining  thereto.   Such
Stockholder  is not  the  subject  of  any  bankruptcy,  insolvency,  fraudulent
conveyance,   reorganization,   moratorium  or  similar   Proceeding   affecting
creditors' rights and remedies generally.  Except for this Agreement,  there are
no Contracts or other  understandings  or arrangements  between such Stockholder
and any other Person (including any of the other  Stockholders,  the Company, or
any of the Company's Subsidiaries) with respect to the acquisition, disposition,
transfer,  registration or voting of, or any other matters in any way pertaining
or relating  to, any of the  capital  stock or other  securities  of the Company
(including the Shares owned by such Stockholder). Such Stockholder does not have
any right  whatsoever  to receive or acquire  any  additional  shares of capital
stock or other securities of the Company or any of its Subsidiaries.

3.2      Organization and Power.

         If applicable,  such  Stockholder is a corporation,  limited  liability
company, partnership or trust duly organized or formed, validly existing, and in
good  standing  under  the  Laws of the  jurisdiction  of its  incorporation  or
formation and has all requisite power and authority  (corporate,  partnership or
otherwise) to own,  lease and operate its assets and  properties and to carry on
its business as presently  conducted.  If  applicable,  the  Purchaser  has been
furnished  with true,  correct  and  complete  copies of the such  Stockholder's
Charter  Documents,  in each case as amended and in effect on and as of the date
this representation is being made and is deemed made hereunder.

3.3      Authority;  Authorization,  Execution and Delivery;  Enforceability; No
         Conflict.

         (a)      Such  Stockholder  has the  full  and  absolute  legal  right,
capacity,  power and  authority  (if  applicable,  corporate or  partnership  or
otherwise)  to execute,  deliver and perform his, her or its  obligations  under
this Agreement and each Related  Document to which he, she or it is or will be a
party, and to consummate the transactions  contemplated  hereby and thereby.  If
applicable, such Stockholder's execution and delivery of this Agreement and each
Related  Document  to  which  he,  she or it is or  will  be a  party,  and  the
performance  by such  Stockholder of his, her or its  obligations  hereunder and
thereunder, have been duly and validly authorized by all requisite action on the
part of such  Stockholder  (including  its board of directors and all committees
thereof and its stockholders). This Agreement and each Related Document to which
such  Stockholder  is or will be a party has been, or upon the execution  hereof
and  thereof  will  be,  duly  and  validly   executed  and  delivered  by  such
Stockholder,  and this Agreement and each such Related  Document is, or upon the
execution hereof and thereof will be, duly and validly executed and delivered by

                                       4
<PAGE>

such  Stockholder  and  constitutes,  or upon such  Stockholder's  execution and
delivery hereof and thereof, will constitute,  a valid and binding obligation of
such  Stockholder,  enforceable  against him, her or it in accordance with their
respective  terms,  subject to  applicable  bankruptcy,  insolvency,  fraudulent
conveyance,  reorganization,  moratorium and similar Laws  affecting  creditors'
rights and remedies generally, and, as to enforceability,  to general principles
of equity (regardless of whether enforcement is sought in a proceeding at law or
in equity).

         (b)      Neither the execution and delivery by such Stockholder of, nor
the performance of his, her or its obligations  under,  this Agreement or any of
the  Related  Documents  to which he,  she or it is or will be a party,  nor the
consummation  by such  Stockholder of the  transactions  contemplated  hereby or
thereby,  nor the  compliance  by such  Stockholder  with any of the  provisions
hereof or thereof,  will (i) conflict  with,  or result in any  violation of, or
cause a default  (with or without  notice or lapse of time or both)  under,  any
provision of the Company's or any of its Subsidiaries' Charter Documents, or, if
applicable,  such Stockholder's Charter Documents, (ii) conflict with, or result
in any violation of, or cause a default (with or without notice or lapse of time
or  both)  under,  or  give  rise  to  any  right  of  termination,   amendment,
cancellation or acceleration of any obligations contained in, or the loss of any
benefit under, any term, condition or provision of any provision of any Contract
to which such Stockholder, the Company or any of the Company's Subsidiaries is a
party  or  by  which  such  Stockholder,  the  Company,  any  of  the  Company's
Subsidiaries,  or any of his, her, its, or their assets or properties are or may
be bound, (iii) violate any Law applicable to such Stockholder,  the Company, or
any of the  Company's  Subsidiaries,  or (iv)  result  in an  Encumbrance  on or
against any assets,  rights or properties of such Stockholder,  the Company,  or
any of the Company's  Subsidiaries,  or on or against any capital stock or other
securities of the Company or any of its Subsidiaries,  or give rise to any claim
against the Company, any of the Company's Subsidiaries or the Purchaser.

3.4      Consents.

         Except as set forth on Schedule 3.4, no Permit, authorization,  consent
or  approval  of or by,  or any  notification  of or  filing  with,  any  Person
(governmental or private) is required for, as a result of, or in connection with
the execution, delivery and performance by such Stockholder of this Agreement or
any of the Related  Documents to which such Stockholder is or will be a party or
the consummation of the transactions contemplated hereby or thereby.

3.5      Brokers.

         Such  Stockholder has not employed any broker or finder or incurred any
Liability  for any  brokerage  fees,  commissions  or  finders'  fees or similar
compensation or transaction  based payments in connection with the  transactions
contemplated by this Agreement or any of the Related Documents.

3.6      Investment Representations.

         (a)      The Stockholder is an "accredited investor" as defined in Rule
501 of Regulation D promulgated under the Securities Act.

         (b)      The Stockholder  acknowledges  and agrees that the TGTL Shares
issued to the Stockholder are to be held by the Stockholder  solely for his, her
or its own account for investment purposes only and not for resale, subdivision,
transfer, assignment, pledge or other disposition. The Stockholder does not have
any present plan or intention to sell,  subdivide,  transfer,  assign, pledge or
otherwise dispose of any part of the TGTL Shares issued to the Stockholder or to
enter  into any  Contract  or other  undertaking  or  arrangement  with  respect
thereto.

                                       5
<PAGE>

         (c)      The Stockholder has such knowledge and experience in financial
and business  matters that the  Stockholder  is capable of evaluating the merits
and risks of an investment in the TGTL Shares and the  Stockholder  can bear the
economic risk of such investment.  The Stockholder  acknowledges and agrees that
the Purchaser has made available to the  Stockholder and its attorneys and other
representatives   all  agreements,   documents,   records  and  books  that  the
Stockholder  has requested  relating to its  investment in the TGTL Shares.  The
Stockholder  further  acknowledges  and agrees that it has had an opportunity to
ask questions of, and to receive answers from,  individuals  acting on behalf of
the  Purchaser  concerning  the  Purchaser  and the terms and  conditions of the
Stockholder's  investment  in the TGTL Shares  hereunder,  and answers have been
provided to all of such questions to the full satisfaction of the Stockholder.

         (d)      The  Stockholder  has relied only upon such advice as may have
been  received  from  tax,  accounting,   legal  and  financial  advisors.   The
Stockholder has not received any assurances or  representations  from any Person
associated  with the Purchaser or its  Affiliates as to the benefits,  economic,
tax or otherwise, likely to result from its investment in the TGTL Shares.

         (e)      The  Stockholder   understands   that  there  are  substantial
restrictions on the  transferability  of the TGTL Shares,  that there will be no
public market for the TGTL Shares, and,  accordingly,  the Stockholder will need
to bear the economic risk of its investment for an indefinite period of time and
will not be readily able to liquidate its investment in case of emergency.

         (f)      The   Stockholder   understands   that  the  TGTL  Shares  are
restricted  securities under the Securities Act and that they may not be resold,
subdivided,  transferred, assigned, pledged or otherwise disposed of unless they
are first  registered  under the federal  securities Laws or unless an exemption
from such registration is available.

         (g)      The  Stockholder   understands   that  the  Purchaser  has  no
obligation or intention to register the TGTL Shares.

         (h)      The  Stockholder  is not a Person  that is, or would cause the
Purchaser  to be,  disqualified  pursuant  to Rule  262  promulgated  under  the
Securities Act.

         (i)      The Stockholder  understands  that the Purchaser is relying on
the  representations and warranties set forth in this Section 3.6 in issuing the
TGTL Shares to the Stockholder.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES
                               OF THE SELLER GROUP

         Each member of the Seller Group hereby jointly and severally represents
and warrants to the Purchaser as of the date hereof as follows:

4.1      Organization, Power, Authority and Good Standing.

         The  Company  and  each  of  its  Subsidiaries  are  corporations  duly
organized,  validly  existing and in good standing under the respective  Laws of
the  jurisdiction  of  their  incorporation  and have all  requisite  power  and
authority  (corporate or otherwise) to own,  lease and operate their  respective
assets and properties and to carry on their respective  businesses (all of which
collectively  comprise the  Business) as  presently  conducted  and as presently
proposed to be  conducted.  The Company  and each of its  Subsidiaries  are duly

                                       6
<PAGE>

qualified and in good standing to transact business as a foreign Person in those
jurisdictions set forth on Schedule 4.1, which  jurisdictions  constitute all of
the  jurisdictions  in which the  character  of the  property  owned,  leased or
operated by the Company or such  Subsidiaries  or the nature of the  business or
activities   conducted   by  the  Company  or  such   Subsidiaries   makes  such
qualification necessary. The Purchaser has been furnished with true, correct and
complete  copies  of the  Charter  Documents  of the  Company  and  each  of its
Subsidiaries,  in each case as amended  and in effect on and as of the date this
representation  is being made and is deemed made hereunder.  Except as set forth
on Schedule 4.1, neither the Company nor any of its Subsidiaries has (i) engaged
in any business or activity other than the Business, or (ii) used any trade name
or assumed name or other corporate name at any time.

4.2      Authority;  Authorization,  Execution and Delivery;  Enforceability; No
         Conflict.

         (a)      The Company has all requisite  power and authority  (corporate
or  otherwise)  to  execute,  deliver and  perform  its  obligations  under this
Agreement  and each Related  Document to which it is or will be a party,  and to
consummate  the  transactions  contemplated  hereby and thereby.  The  Company's
execution and delivery of this  Agreement and each Related  Document to which it
is or will be a party,  and the  performance  by the Company of its  obligations
hereunder and thereunder, have been duly and validly authorized by all requisite
action on the part of the  Company  (including  its board of  directors  and all
committees  thereof  and its  stockholders).  This  Agreement  and each  Related
Document  to which  the  Company  is or will be a party  has  been,  or upon the
Company's  execution  hereof and thereof will be, duly and validly  executed and
delivered by the Company and  constitutes,  or upon the Company's  execution and
delivery hereof and thereof will constitute,  a valid and binding  obligation of
the Company, enforceable against the Company in accordance with their respective
terms,  subject to applicable  bankruptcy,  insolvency,  fraudulent  conveyance,
reorganization,  moratorium  and similar Laws  affecting  creditors'  rights and
remedies generally,  and, as to enforceability,  to general principles of equity
(regardless  of  whether  enforcement  is  sought in a  proceeding  at law or in
equity).

         (b)      Neither  the  execution  and  delivery  by the Company and the
Stockholders of, nor the performance of their respective obligations under, this
Agreement or any of the Related Documents,  as applicable,  nor the consummation
by the Company and the Stockholders of the transactions  contemplated  hereby or
thereby,  nor the compliance by the Company and the Stockholders with any of the
provisions  hereof  and  thereof,  will (i)  conflict  with,  or  result  in any
violation  of, or cause a default  (with or  without  notice or lapse of time or
both) under, any provision of the Company's or any of its Subsidiaries'  Charter
Documents, (ii) conflict with, or result in any violation of, or cause a default
(with or  without  notice or lapse of time or both)  under,  or give rise to any
right of termination, amendment, cancellation or acceleration of any obligations
contained in, or the loss of any benefit under, any term, condition or provision
of any provision of any Contract to which the Company or any of its Subsidiaries
is a party,  or by which the Company or any of its  Subsidiaries or any of their
respective  assets or  properties  are or may be bound,  (iii)  violate  any Law
applicable  to the  Company  or any of its  Subsidiaries,  or (iv)  result in an
Encumbrance on or against any assets, rights or properties of the Company or any
of its  Subsidiaries,  or on or against any capital stock or other securities of
the Company or any of its  Subsidiaries,  or give rise to any claim  against the
Company, any of the Company's Subsidiaries or the Purchaser.

                                       7
<PAGE>

4.3      Consents.

         Except as set forth on Schedule 4.3, no Permit, authorization,  consent
or  approval  of  or  by,  or   notification  of  or  filing  with,  any  Person
(governmental  or  otherwise)  is required for, as a result of, or in connection
with the execution, delivery and performance by the Company of this Agreement or
any  of  the  Related  Documents  to  which  it is or  will  be a  party  or the
consummation of the transactions contemplated hereby or thereby.

4.4      Capitalization.

         (a)      The  authorized  capital  stock of the Company and each of its
Subsidiaries is set forth on Schedule 4.4(a), which schedule also sets forth the
total number of outstanding  shares of the Company and each of its Subsidiaries.
All such  outstanding  shares  disclosed on Schedule 4.4(a) are duly and validly
issued  and  outstanding,  fully  paid  and  non-assessable,  with  no  personal
Liability  attached  to the  ownership  thereof,  and  are  held of  record  and
beneficially  by the  Persons,  and in the  respective  amounts,  set  forth  on
Schedule 4.4(a), without Encumbrance.

         (b)      There are no outstanding securities that are convertible into,
exchangeable for, or carrying the right to acquire, any equity securities of the
Company or any of its Subsidiaries, or subscriptions,  warrants, options, calls,
puts,  convertible  securities,  registration  or other rights,  arrangements or
commitments  obligating the Company or any of its  Subsidiaries to issue,  sell,
register,  purchase or redeem any of its respective  securities or any ownership
interest or rights therein. Except as set forth on Schedule 4.4(b), there are no
Contracts,  commitments,  arrangements,  understandings or restrictions to which
any Stockholder,  or any other Person is bound relating in any way to any shares
of capital stock or other securities of the Company or any of its  Subsidiaries,
including  voting trusts or other  similar  agreements  or  understandings  with
respect to the voting of the Company's or any of its Subsidiaries' capital stock
or other  securities.  There are no stock  appreciation  rights,  phantom  stock
rights,  or  similar  rights or  arrangements  outstanding  with  respect to the
Company or any of its Subsidiaries.

         (c)      All   securities   issued  by  the   Company  or  any  of  its
Subsidiaries have been issued in transactions exempt from registration under the
Securities  Act and all  applicable  state  securities  or "blue sky" Laws,  and
neither the Company nor any of its  Subsidiaries has violated the Securities Act
or any  applicable  state  securities or "blue sky" Laws in connection  with the
issuance of any such securities.

         (d)      The Stockholders  represent all of the Company's  stockholders
that  are  "accredited  investors"  as  defined  in  Rule  501 of  Regulation  D
promulgated  under the Securities Act. The  Stockholders are the legal owners of
6,861,476 issued and outstanding shares of Stock, which amount represents 84.40%
of the issued and  outstanding  shares of Stock, on a fully diluted basis, as if
all outstanding  options,  warrants,  convertible  loans or other rights for the
purchase of shares of capital stock or convertible securities of the Company had
been fully  exercised  immediately  prior to such  issuance  (and the  resulting
securities  fully  converted into shares of Stock, if so convertible) as of such
date.

4.5      Subsidiaries; Investments.

         Except as set forth on Schedule 4.5, neither the Company nor any of its
Subsidiaries  owns or holds,  directly or indirectly,  any equity interest in or
debt obligation of (excluding accounts receivable arising in the ordinary course
of business, consistent with past practice) any other Person.

                                       8
<PAGE>

4.6      Financial Information.

         (a)      Schedule 4.6(a) contains true,  correct and complete copies of
the following:

                  (i)      the  unaudited  consolidated  balance  sheets  of the
         Company  and its  Subsidiaries  as of December  31,  2004 (the  "Annual
         Balance Sheet";  and such date being referred to as the "Annual Balance
         Sheet Date"), December 31, 2003, and December 31, 2002, and the related
         unaudited consolidated  statements of income,  stockholders' equity and
         cash flows of the Company  and its  Subsidiaries  for the fiscal  years
         then ended,  including any footnotes and schedules  thereto (all of the
         foregoing,  including  the  Annual  Balance  Sheet  being  collectively
         referred to as the "Annual Financial Statements");

                  (ii)     the  unaudited  consolidated  balance  sheets  of the
         Company  and  its  Subsidiaries  as  of  January  31,  2005,  and  each
         subsequent month then ended through the Closing Date (collectively, the
         "Interim Balance Sheets"), and the unaudited consolidated statements of
         income,  stockholders'  equity  and cash flows of the  Company  and its
         Subsidiaries  for the one-month  period then ended, and each subsequent
         monthly  period then ended through the Closing Date,  including any and
         all footnotes and schedules  thereto (all of the  foregoing,  including
         the  Interim  Balance  Sheets,  being  collectively  referred to as the
         "Interim Financial Statements"); and

                  (iii)    the  unaudited  consolidated  balance  sheet  of  the
         Company  and its  Subsidiaries  as of December  31,  2004 (the  "Latest
         Balance Sheet";  and such date being referred to as the "Latest Balance
         Sheet  Date"),  and the  unaudited  consolidated  statements of income,
         stockholders' equity and cash flows of the Company and its Subsidiaries
         for the twelve-month period then ended, including any and all footnotes
         and  schedules  thereto  (all of the  foregoing,  including  the Latest
         Balance Sheet, being collectively  referred to as the "Latest Financial
         Statements"; and the Annual Financial Statements, the Interim Financial
         Statements  and the  Latest  Financial  Statements  being  collectively
         referred to as the "Financial Statements").

         (b)      The Financial  Statements (i) are true,  correct and complete,
(ii) fairly present the consolidated  financial position of the Company and each
of its  Subsidiaries as of the dates indicated and the  consolidated  results of
operations  of  the  Company  and  each  of its  Subsidiaries  for  the  periods
indicated,  (iii) have been prepared in accordance with GAAP (to the extent GAAP
has been correctly applied)  consistently applied throughout the periods covered
thereby  (subject to the absence of footnotes and schedules that may be required
by GAAP and, in the case of the Interim  Financial  Statements,  normal year-end
adjustments  that are not material  individually or in the aggregate),  and (iv)
are in  accordance  with the books and  records of the  Company  and each of its
Subsidiaries,  which books and records are true,  correct and  complete and have
been maintained in a manner consistent with historical practice.

         (c)      Schedule 4.6(c) contains a true,  correct and complete summary
of all accounts payable, accrued expenses and accounts receivable of the Company
and each of its Subsidiaries as of the most recent practicable date prior to the
date hereof,  which  schedule sets forth the name of the account  debtor (in the
case of  accounts  receivable)  or  account  creditor  (in the case of  accounts
payable)  and the amount owed by such  account  debtor or owing to such  account
creditor  (identifying  the portion of such amount that is current,  thirty (30)
days past due,  sixty (60) days past due,  ninety  (90) days past due,  and more
than ninety (90) days past due).

                                       9
<PAGE>

4.7      Absence of Undisclosed Liabilities.

         Except as set forth on Schedule 4.7, neither the Company nor any of its
Subsidiaries has any Liability  except (i) to the extent expressly  reflected or
reserved against on the Latest Balance Sheet,  (ii) Liabilities  under Contracts
(other  than any  Liability  arising  from any  breach or  violation  thereof or
default  thereunder),  and (iii) Liabilities  incurred in the ordinary course of
business,  consistent  with past  practice,  since the Latest Balance Sheet Date
(other  than any such  Liability  arising  from any breach or  violation  of, or
default  under,  any  Contract,  or arising from any breach of  warranty,  tort,
infringement,  or  violation  of any Law or any  Proceeding).  There are no loss
contingencies  (as  such  term is  used in  Statement  of  Financial  Accounting
Standards  No. 5 issued by the  Financial  Accounting  Standards  Board in March
1975)  of or  affecting  the  Company  or any of its  Subsidiaries  that are not
adequately  provided  for or  disclosed  on the Latest  Balance  Sheet or in the
footnotes or schedules thereto.  Neither the Company nor any of its Subsidiaries
has,  either  expressly  or by  operation  of Law,  assumed  or  undertaken  any
Liability of any other  Person,  including  any  obligation  for  corrective  or
remedial action relating to Environmental, Health and Safety Laws.

4.8      Absence of Changes.

         Since the Latest  Balance  Sheet Date,  except as set forth on Schedule
4.8, the Company and each of its Subsidiaries have been operated in the ordinary
course of business, consistent with past practice, and there has not been:

                  (i)      any event or condition  that has resulted in or could
         reasonably be expected to result in an adverse  change in the business,
         operations,  assets,  condition  (financial  or  otherwise),  operating
         results, liabilities, relations with employees, customers, suppliers or
         prospects  of the Company or any of its  Subsidiaries,  or any casualty
         loss or damage to the assets or properties of the Company or any of its
         Subsidiaries,  whether or not covered by insurance (a "Material Adverse
         Change");

                  (ii)     any  declaration,  setting  aside or  payment  of any
         dividend or other  distribution  with  respect to any shares of capital
         stock or other securities of the Company or any of its Subsidiaries, or
         any direct or indirect redemption, purchase or other acquisition of any
         capital  stock  or  other  securities  of  the  Company  or  any of its
         Subsidiaries,   or  any  other  payments  of  any  nature  directly  or
         indirectly to or for the benefit of any Stockholder or any Affiliate of
         the Company (whether or not on or with respect to any shares of capital
         stock or other  securities  of the  Company or any of its  Subsidiaries
         owned by such  Stockholder  or  Affiliate),  other  than  salaries  and
         benefits paid in the ordinary course of business,  consistent with past
         practice;

                  (iii)    any general uniform  increase in the  compensation of
         employees  (including  any  increase  pursuant  to any bonus,  pension,
         profit-sharing  or other plan or  commitment)  of the Company or any of
         its  Subsidiaries,  or  any  increase  in or  prepayment  of  any  such
         compensation  payable to or to become payable to any director,  officer
         or key employee;

                  (iv)     any   acquisition   or   disposition   of  assets  or
         properties owned by the Company or any of its Subsidiaries,  other than
         the sale or other  disposition  of  inventories  for fair  value in the
         ordinary course of business, consistent with past practice;

                                       10
<PAGE>

                  (v)      any  agreement  or  commitment  on  the  part  of the
         Company or any of its Subsidiaries to merge,  amalgamate or consolidate
         with or into,  or  otherwise  acquire,  any other  Person  or  division
         thereof;

                  (vi)     any change in depreciation  or amortization  policies
         or  rates  previously   adopted,   any  change  in  income  or  expense
         recognition  or bad debt  reserve,  write-down  or  write-off  policies
         previously  adopted,  any write-up or  write-down of inventory or other
         assets or any other change in other  accounting  or in Tax reporting or
         methods  or   practices   followed   by  the  Company  or  any  of  its
         Subsidiaries;

                  (vii)    any  change  in  the  manner  in  which  products  or
         services  of  the  Company  or any of  its  Subsidiaries  are  marketed
         (including any change in prices), any change in the manner in which the
         Company  or any of its  Subsidiaries  extends  discounts  or  credit to
         customers, or any change in the manner or terms by which the Company or
         any of its Subsidiaries collects accounts receivable;

                  (viii)   any failure by the Company or any of its Subsidiaries
         to make scheduled capital  expenditures or investments,  or any failure
         to pay trade accounts  payable or any other Liability of the Company or
         any of its Subsidiaries when due; or

                  (ix)     any Contract or other  understanding  or  arrangement
         (other  than this  Agreement  and the  Related  Documents),  whether in
         writing  or  otherwise,  to take any of the  actions  specified  in the
         foregoing clauses (i) through (viii).

4.9      Tax Matters.

         (a)      Except as set forth on Schedule 4.9(a),  the Company,  each of
its Subsidiaries, and each other Person included in any consolidated or combined
Tax Return and part of an affiliated  group,  within the meaning of Section 1504
of the Internal  Revenue Code of 1986,  as amended  (the  "Code"),  of which the
Company or any of its Subsidiaries is or has been a member:

                  (i)      has  timely  paid  or  caused  to be paid  all  Taxes
         required to be paid by it through the date hereof and as of the Closing
         Date (including any Taxes shown due on any Tax Return);

                  (ii)     has  filed or  caused  to be  filed  in a timely  and
         proper manner (within any applicable extension periods) all Tax Returns
         required to be filed by it with the appropriate  Governmental  Entities
         in all  jurisdictions  in which such Tax  Returns  are  required  to be
         filed; and

                  (iii)    has not  requested  or  caused  to be  requested  any
         extension of time within which to file any Tax Return, which Tax Return
         has not since been filed.

         (b)      The Company has  previously  delivered to the Purchaser  true,
correct  and  complete  copies of all Tax  Returns  filed by or on behalf of the
Company and each of its  Subsidiaries for all completed Tax years of the Company
or such  Subsidiary  that remain open for audit or review by the relevant Taxing
authority. All such Tax Returns were true, correct and complete.

         (c)      Except as set forth in Schedule 4.9(c):

                                       11
<PAGE>

                  (i)      neither the Company nor any of its  Subsidiaries  has
         been  notified  by the  Internal  Revenue  Service or any other  Taxing
         authority  that any issues  have been  raised  (and no such  issues are
         currently  pending) by the Internal Revenue Service or any other Taxing
         authority  in  connection  with any Tax Return of the Company or any of
         its  Subsidiaries,  there are no pending Tax audits with respect to the
         Company  or any of its  Subsidiaries,  and no waivers  of  statutes  of
         limitations  related to Taxes have been given or requested with respect
         to the Company or any of its Subsidiaries;

                  (ii)     full and adequate  provision has been made (A) on the
         Latest  Balance  Sheet for all Taxes payable by the Company and each of
         its  Subsidiaries  for all  periods  ending  on or prior to the  Latest
         Balance Sheet Date, and (B) on the books and records of the Company and
         each of its  Subsidiaries for all Taxes payable by the Company and such
         Subsidiaries  for all periods  beginning on or after the Latest Balance
         Sheet Date;

                  (iii)    neither the Company nor any of its  Subsidiaries  has
         incurred any Tax Liability from and after the Latest Balance Sheet Date
         other  than  Taxes  incurred  in  the  ordinary   course  of  business,
         consistent with past practice;

                  (iv)     neither the Company nor any of its  Subsidiaries  (A)
         is,  or  has  made  an  election  to  be  treated  as,  a   "consenting
         corporation"  under Section 341(f) of the Code, or (B) is, or has been,
         a "personal  holding  company" within the meaning of Section 542 of the
         Code;

                  (v)      the  Company  and  each  of  its  Subsidiaries   have
         complied  in all  respects  with all  applicable  Laws  relating to the
         collection  or  withholding  of Taxes  (including  sales  Taxes and the
         withholding of Taxes from the wages of employees);

                  (vi)     neither the Company nor any of its  Subsidiaries  is,
         or has ever  been,  a party to any Tax  sharing,  indemnity  of similar
         agreement with any Person;

                  (vii)    neither the Company nor any of its  Subsidiaries  has
         incurred any Liability to make or possibly  make any  payments,  either
         alone or in conjunction with any other payments, that:

                           (A)      are not deductible under, or would otherwise
                  constitute  a  "parachute  payment"  within  the  meaning  of,
                  Section  280G of the Code (or any  corresponding  provision of
                  domestic or foreign income Tax Law); or

                           (B)      are or may be subject to the  imposition  of
                  an excise Tax under Section 4999 of the Code;

                  (viii)   neither the Company nor any of its  Subsidiaries  has
         agreed to, or is required to, make any  adjustments  or changes  either
         on,  before  or after  the  Closing  Date,  to its  accounting  methods
         pursuant to Section 481 of the Code, and the Internal  Revenue  Service
         has not  proposed  any such  adjustments  or changes in the  accounting
         methods of the Company or any such Subsidiary;

                  (ix)     no claim has ever been made by any  Taxing  authority
         in a jurisdiction in which the Company or any of it  Subsidiaries  does
         not file Tax Returns that the Company or any such Subsidiary is, or may
         be subject to, taxation by that jurisdiction; and

                                       12
<PAGE>

                  (x)      neither the Company,  nor any of its Subsidiaries nor
         any  Stockholder  is a foreign  Person  within  the  meaning of Section
         1.1445-2(b) of the rules and regulations promulgated under Section 1445
         of the Code.

4.10     Title to Assets, Properties and Rights and Related Matters.

         (a)      The Company and each of its Subsidiaries,  as applicable, have
good and marketable title (or a valid leasehold  interest) to all of the assets,
properties and interests in properties,  real,  personal or mixed,  reflected on
the Latest Balance Sheet or acquired after the Latest Balance Sheet Date (except
for assets or properties sold or otherwise  disposed of since the Latest Balance
Sheet Date in the ordinary  course of business,  consistent  with past practice,
and accounts  receivable  and notes  receivable  paid in full  subsequent to the
Latest Balance Sheet Date in the ordinary  course of business,  consistent  with
past practice),  free and clear of all  Encumbrances,  of any kind or character,
except  for those  Encumbrances  set forth on  Schedule  4.10(a)  and  Permitted
Encumbrances.  Such assets are in good  operating  condition and repair  (normal
wear and tear  excepted),  are  sufficient  to operate the Business as presently
conducted and as presently  proposed to be conducted,  are suitable for the uses
for which they are used in the  Business,  and are not subject to any  condition
that materially  interferes with the economic value or use thereof. With respect
to any  leased  assets,  such  assets  are in such  condition  as to permit  the
surrender thereof to the lessors  thereunder on the date hereof without any cost
or expense for repair or restoration as if the related leases were terminated or
expired on the date hereof in the ordinary  course of business,  consistent with
past practice.

         (b)      Schedule 4.10(b) contains a true, correct and complete list of
all tangible personal property owned by the Company and each of its Subsidiaries
as of the Closing Date. Except for any inventory, supplies, equipment, tractors,
trailers  and  automobiles  in  transit  in the  ordinary  course  of  business,
consistent with past practice, all tangible personal property listed on Schedule
4.10(b) is located on the  Company's  or its  Subsidiaries'  premises  listed on
Schedule 4.11(a).

4.11     Real Property - Owned or Leased.

         (a)      Schedule 4.11(a) contains a list and brief  description of all
of the real  property  owned,  leased,  subleased or  otherwise  occupied by the
Company  or any of its  Subsidiaries.  The  description  of each  parcel of real
property  subject to one or more leases (the  "Leased  Property")  includes  the
names of the lessor and the lessee and the basic terms  thereof.  The lease rate
charged  to the  Company or any of its  Subsidiaries,  as  applicable,  for each
parcel  of  Leased  Property  that  is  leased  by  the  Company  or  any of its
Subsidiaries,  as  applicable,  from a  Stockholder  or from an Affiliate of the
Company or any of its  Subsidiaries  is not greater  than the fair market  value
rental that would be obtained by the Company or any such  Subsidiary in an arms'
length  transaction  with a Person that is not an  Affiliate.  The real property
listed on Schedule 4.11(a) constitutes all real property used or occupied by the
Company or any of its Subsidiaries in connection with the Business.

         (b)      With respect to the real property listed on Schedule  4.11(a),
except as set forth on Schedule 4.11(b):

                  (i)      no  portion  of the real  property  is subject to any
         pending condemnation or other Proceeding, and, to the best knowledge of
         the  Seller  Group,  there  is  no  threatened  condemnation  or  other
         Proceeding with respect thereto;

                                       13
<PAGE>

                  (ii)     the  physical  condition  of  the  real  property  is
         sufficient to permit the continued conduct of the Business as presently
         conducted  and as presently  proposed to be  conducted,  subject to the
         provision of usual and customary  maintenance and repairs  performed in
         the ordinary course of business,  consistent  with past practice,  with
         respect to similar properties of like age and construction;

                  (iii)    the  Company  and its  Subsidiaries,  as  applicable,
         indicated on Schedule  4.11(b) are the fee owners of the real  property
         or the owners and holders of all the leasehold  estates purported to be
         granted  by  the  leases  associated  with  the  Leased  Property,   as
         applicable;

                  (iv)     there are no Contracts  to which the Company,  any of
         its  Subsidiaries,  or any of their  respective  Affiliates is a party,
         granting to any party or parties the right of use or  occupancy  of any
         portion of the real property;

                  (v)      there are no parties  (other than the Company and its
         Subsidiaries) in possession of any portion of the real property; and

                  (vi)     no notice of any increase in the  assessed  valuation
         of any portion of the real  property and no notice of any  contemplated
         special assessment with respect to any portion of the real property has
         been  received by the Company or any of its  Subsidiaries,  and, to the
         best knowledge of the Seller Group, there is no threatened  increase in
         assessed valuation or threatened  special assessment  pertaining to any
         portion of the real property.

4.12     Intellectual Property.

         (a)      Except as set forth on Schedule 4.12(a):

                  (i)      the  Company  and  each  of  its   Subsidiaries,   as
         applicable,  own, have the right to use, sell,  license and dispose of,
         and  have the  right to bring  actions  for the  infringement  of,  all
         Intellectual  Property  Rights used in,  necessary for, or required for
         the conduct of the  Business as  presently  conducted  and as presently
         proposed to be conducted (collectively,  the "Owned Requisite Rights"),
         other than those Intellectual  Property Rights for which the Company or
         any such  Subsidiary  has a valid  license,  all of which are listed on
         Schedule 4.12(a)  (collectively,  the "Licensed Requisite Rights";  and
         together with the Owned Requisite Rights, the "Requisite Rights"),  and
         such rights to use,  sell,  license,  dispose of and bring  actions are
         exclusive with respect to the Owned Requisite Rights;

                  (ii)     neither the Company nor any of its  Subsidiaries  has
         granted any Person the right to use any of the Owned Requisite Rights;

                  (iii)    there exists no default,  or any event which upon the
         giving of notice or the passage of time, or both,  would give rise to a
         claim of a default by the Company or any of its Subsidiaries  under the
         licenses  granting  the  Company  and/or  any of its  Subsidiaries  the
         Licensed Requisite Rights;

                  (iv)     the Company and each of its  Subsidiaries  have taken
         all commercially reasonable and practicable steps designed to safeguard
         and maintain (A) the secrecy and  confidentiality  of the Company's and
         its  Subsidiaries'  Confidential  Information,  and (B) the proprietary

                                       14
<PAGE>

         rights  of the  Company  and  each  of its  Subsidiaries  in all of the
         Requisite Rights;

                  (v)      neither the Company nor any of its  Subsidiaries  has
         interfered with, infringed upon, misappropriated or otherwise come into
         conflict  with  any  Intellectual  Property  Rights  of any  Person  or
         committed any acts of unfair competition or received from any Person in
         the past five years any notice, charge,  complaint,  claim or assertion
         thereof, and no such charge, complaint, claim or assertion is impliedly
         threatened by an offer to license from another Person; and

                  (vi)     neither the Company nor any of its  Subsidiaries  has
         sent to any Person in the past five years, or otherwise communicated to
         any Person, any notice, charge, complaint,  claim or other assertion of
         any present,  impending or threatened  interference with,  infringement
         upon,  misappropriation  of, or other  conflict  with any  Intellectual
         Property Rights of the Company or any of its Subsidiaries by such other
         Person or any acts of unfair competition by such other Person,  nor, to
         the best  knowledge  of the  Seller  Group,  is any such  interference,
         infringement,  misappropriation,  conflict or act of unfair competition
         occurring or threatened.

         (b)      Schedule 4.12(b) contains a true, correct and complete list of
all applications, filings and other formal actions made or taken pursuant to any
Laws by the Company and/or any of its  Subsidiaries  to perfect or protect their
respective interests in their respective Intellectual Property Rights.

4.13     Agreements, No Defaults, Etc.

         (a)      Schedule  4.13(a)  contains a true,  correct and complete list
and a brief  description  of all  Contracts  to which the  Company or any of its
Subsidiaries  is a party  and (x) that were  entered  into or made  outside  the
ordinary  course of business,  consistent  with past practice,  or (y) that were
entered into or made in the ordinary  course of business,  consistent  with past
practice,  and are described in clauses (i) through  (xiii) of the next sentence
of this  Section  4.13.  Except as set forth on  Schedule  4.13(a),  neither the
Company  nor  any of  its  Subsidiaries  is a  party  to  any  of the  following
Contracts:

                  (i)      distributorship,  dealer, sales, advertising, agency,
         manufacturer's  representative,  or any other Contract  relating to the
         payment of a commission;

                  (ii)     any  Contract  relating  to  the  employment  of  any
         officer,  employee or consultant or any other type of Contract or other
         understanding or arrangement with any officer,  employee or consultant,
         including any Contract or other  understanding or arrangement  relating
         to severance payments;

                  (iii)    any  indenture,   mortgage,   promissory  note,  loan
         agreement,  pledge  agreement,  guaranty or  conditional  sale or other
         Contract  relating  to the  borrowing  of money,  a line of credit or a
         Capital Lease;

                  (iv)     any Contract for charitable  contributions  in excess
         of $5,000 individually or $10,000 in the aggregate;

                  (v)      any  Contract for capital  expenditures  in excess of
         $10,000 individually or $50,000 in the aggregate;

                                       15
<PAGE>

                  (vi)     any Contract  for the sale of any assets,  properties
         or rights  other than the sale of services or products in the  ordinary
         course of business, consistent with past practice;

                  (vii)    any Contract  pursuant to which the Company or any of
         its  Subsidiaries  is a lessee of or holds or operates  any  machinery,
         equipment,  motor  vehicles,  office  furniture,   fixtures,  products,
         merchandise  or other  personal  property  owned by any other Person in
         excess of $10,000 individually or $50,000 in the aggregate;

                  (viii)   any Contract  relating to the lending or investing of
         funds;

                  (ix)     any  Contract  relating  to any  form  of  intangible
         property, including any Intellectual Property Rights;

                  (x)      any Contract that restricts the Company or any of its
         Subsidiaries  from  engaging in any aspect of the Business or any other
         business anywhere in the world;

                  (xi)     any Contract or group of related  Contracts  with the
         same Person or group of Affiliated Persons  (excluding  purchase orders
         entered into in the ordinary  course of business,  consistent with past
         practice, that are to be completed within three months of entering into
         such purchase  orders) for the purchase or sale of products or services
         under which the  undelivered or unperformed  balance or portion thereof
         (including the aggregate  undelivered or unperformed balance or portion
         under any such Contracts between the same Person and the Company or any
         of its Subsidiaries) has a selling price in excess of $50,000;

                  (xii)    any Contract for the  acquisition or disposition of a
         Person or a division of a Person made within the  preceding  five years
         (whether or not such acquisition or disposition was consummated); or

                  (xiii)   any other Contract material to the Business.

         (b)      The Contracts  disclosed on Schedule  4.4(b),  the leases (and
any other Contracts)  disclosed on Schedule 4.11(a), the licenses (and any other
Contracts)  disclosed on Schedule 4.12(a), the insurance policies (and any other
Contracts)  disclosed on Schedule  4.16(a),  the Company Employee Plans (and any
other Contracts)  disclosed on Schedule 4.18(a),  and the Contracts disclosed on
Schedule 4.21 are  incorporated  by reference  onto Schedule 4.13. The Contracts
disclosed  on  Schedule  4.13,  together  with  the  Contracts  incorporated  by
reference  onto Schedule  4.13,  are  collectively  referred to as the "Material
Contracts."

         (c)      All Material Contracts (i) are in full force and effect,  (ii)
constitute  legal,  valid and  binding  obligations  of the  Company  and/or its
Subsidiaries  that are parties  thereto and, to the best knowledge of the Seller
Group, the other parties  thereto,  and (iii) are enforceable in accordance with
their terms against the Company and/or its Subsidiaries that are parties thereto
and, to the best knowledge of the Seller Group,  the other parties  thereto,  in
each case subject to applicable bankruptcy,  insolvency,  fraudulent conveyance,
reorganization,  moratorium  and similar Laws  affecting  creditors'  rights and
remedies generally, and subject, as to enforceability,  to general principles of
equity (regardless of whether enforcement is sought in a proceeding at law or in
equity).  The Company and each of its  Subsidiaries  have  performed  all of the
respective  obligations required to be performed by them to date pursuant to the
terms of the Material Contracts, and there exists no default, or any event which
upon the giving of notice or the passage of time, or both,  would give rise to a

                                       16
<PAGE>

claim of a default in the performance by the Company or any of its  Subsidiaries
or, to the best  knowledge  of the Seller  Group,  any other party to any of the
Material Contracts of their respective obligations thereunder. The Purchaser has
been furnished with true,  correct and complete  copies of all written  Material
Contracts and Schedule 4.13(a)  (including  Contracts  incorporated by reference
thereon) contains true, correct and complete  descriptions of all oral Contracts
listed on  Schedule  4.13(a)  (including  Contracts  incorporated  by  reference
thereon).

         (d)      Schedule 4.13(d) contains a true, correct and complete list of
all Funded  Indebtedness  of the Company and each of its  Subsidiaries,  in each
case showing the aggregate principal amount thereof (and the aggregate amount of
any undrawn  commitments with respect thereto),  the name of the lender, and the
name of the respective borrower and any other Person that directly or indirectly
guaranteed such Funded Indebtedness.

4.14     Litigation, Etc.

         (a)      Except as  disclosed  on  Schedule  4.14(a),  there are no (i)
Proceedings  pending or, to the best  knowledge of the Seller Group,  threatened
against  the  Company or any of its  Subsidiaries,  whether at law or in equity,
civil or  criminal  in  nature,  or  before  or by any  Governmental  Entity  or
arbitrator, nor, to the best knowledge of the Seller Group, does there exist any
basis  therefor,  or (ii) Orders of any  Governmental  Entity or arbitrator with
respect to,  involving  or against the Company or any of its  Subsidiaries.  The
Company  and  each of its  Subsidiaries  have  delivered  to the  Purchaser  all
material  documents  and  correspondence  relating to the matters  disclosed  on
Schedule 4.14(a).

         (b)      Schedule  4.14(b)  lists  each  matter  described  in  Section
4.14(a) that (i) resulted in any criminal  sanctions  against the Company or any
of its  Subsidiaries,  or (ii) was in  existence  within the last five years and
resulted  in  payments  in  excess  of  $10,000  by  the  Company  or any of its
Subsidiaries  (whether as a result of a  judgment,  civil  fine,  settlement  or
otherwise).

4.15     Compliance with Laws.

         The Company and each of its  Subsidiaries  (a) have complied  with, and
are in compliance with, all Laws, Orders and Permits  applicable to them and the
Business,  and (b) have all  Permits  used or  necessary  in the  conduct of the
Business. All of the Permits referred to in the preceding sentence are listed on
Schedule 4.15 and are in full force and effect.  No  violations  with respect to
any of the  Permits  listed on Schedule  4.15 have  occurred or are or have been
recorded,  and no Proceeding is pending or, to the best  knowledge of the Seller
Group,  threatened  to revoke or limit any such  Permits.  No  investigation  or
review by any  Governmental  Entity  with  respect to the  Company or any of its
Subsidiaries  is  pending  or,  to  the  best  knowledge  of the  Seller  Group,
threatened,  nor has any Governmental  Entity notified the Company or any of its
Subsidiaries  of its intention to conduct the same. To the best knowledge of the
Seller  Group,  there is no  proposed  change in any  applicable  Law that would
require the Company or any of its  Subsidiaries  to obtain any Permit not listed
on Schedule 4.15 in order to conduct the Business as presently  conducted and as
presently  proposed  to be  conducted.  Neither  the  Company  nor  any  of  its
Subsidiaries  has received any opinion or  memorandum or legal advice from legal
counsel  to the  effect  that it is  exposed,  from a legal  standpoint,  to any
Liability  or  disadvantage  that may be  material  to its  business,  financial
condition,  operations,  property or affairs.  No member of the Seller  Group is

                                       17
<PAGE>

aware of any proposed Law that would  prohibit or restrict the Company or any of
its Subsidiaries from, or otherwise  materially and adversely affect the Company
or any of its  Subsidiaries  in,  conducting the Business in any jurisdiction in
which the Company or any such Subsidiary is presently  conducting business or is
presently proposing to conduct business.

4.16     Insurance.

         (a)      Schedule 4.16(a) contains a true, correct and complete list of
all policies of liability  (including  "tail"),  theft,  fidelity,  life,  fire,
product  liability,  cargo,  workers'  compensation,  health and other  forms of
insurance  held  by or on  behalf  of the  Company  or  any of its  Subsidiaries
(specifying  the  insurer,   amount  of  coverage,   basis  of  coverage  (i.e.,
"occurrence" or "claims made"), type of insurance, policy number and any pending
claims thereunder).  All such coverages have been maintained at all times during
the  course  of the  operation  of the  Business.  The  Company  and each of its
Subsidiaries  is insured  against all risks usually  insured  against by Persons
conducting similar businesses and operating similar properties in the localities
where the  Business  is  conducted  and the  properties  of the  Company and its
Subsidiaries  are located,  under  policies of such types and in such amounts as
are customarily carried by such Persons.

         (b)      Except as set forth on Schedule 4.16(b),  with respect to each
policy of insurance  listed on Schedule  4.16(a):  (i) all premiums with respect
thereto are currently paid and are not subject to  adjustment,  (ii) neither the
Company nor any of its Subsidiaries is in default in any respect with respect to
its respective obligations under such policy, (iii) to the best knowledge of the
Seller Group,  no basis exists that would give any insurer under any such policy
the right to  cancel  or  unilaterally  reduce  or limit  the  stated  coverages
contained in such policy, (iv) there are no outstanding claims currently pending
under such policy  that could be expected to cause an increase in the  insurance
rates of the Company or any of its  Subsidiaries,  and no facts or circumstances
exist that might be expected  to relieve  the  insurer  under such policy of its
obligations to satisfy in full any claim thereunder, and (v) neither the Company
nor any of its  Subsidiaries  has  received  any notice that any such policy has
been or shall be canceled or terminated or will not be renewed on  substantially
the same terms as are now in effect or that the premium on such policy  shall be
increased on the renewal thereof.

4.17     Labor Relations; Employees.

         (a)      Schedule 4.17(a) sets forth a list of all directors,  officers
and key  employees  of the Company and each of its  Subsidiaries  as of the date
hereof, together with their respective titles (if any) and positions held, their
current compensation (including salary, wages, bonuses and commissions), and the
respective  dates on which  they  commenced  employment.  To the extent any such
employee is on a leave of absence, Schedule 4.17(a) indicates the nature of such
leave of  absence  and such  employee's  anticipated  date of  return  to active
employment.  No officer or key employee listed on Schedule 4.17(a) has given the
Company or any of its  Subsidiaries  notice,  and, to the best  knowledge of the
Seller  Group,  no officer or key  employee  listed on Schedule  4.17(a) has any
plans or intends to  terminate  his or her  employment  with the Company or such
Subsidiary.  No former  officer  or key  employee  has left the  service  of the
Company or any of its Subsidiaries within the last six months.

         (b)      Schedule 4.17(b) sets forth the aggregate number of employees,
other  non-supervisory  personnel,  independent  contractors and owner/operators
that work for the Company or any of its Subsidiaries,  specifying in the case of
the  Company and each such  Subsidiary  the number that belong to a union or are
otherwise  covered  by  an  employment  agreement  or  a  collective  bargaining
agreement, identified by terminal location or facility.

                                       18
<PAGE>

         (c)      Except as set forth on Schedule  4.17(c),  (i) the Company and
each of its  Subsidiaries  generally  enjoy  good  relations  with  all of their
respective  employees,  and there is no labor strike,  dispute or grievance,  or
work  slowdown or stoppage  actually  pending or, to the best  knowledge  of the
Seller  Group,  threatened  against  or  involving  the  Company  or  any of its
Subsidiaries,  and (ii)  neither the Company  nor any of its  Subsidiaries  is a
party to or bound by any  collective  bargaining  agreement,  union  Contract or
similar  agreement,  no such Contract or agreement is currently being negotiated
by the Company or any of its  Subsidiaries,  no labor union has taken any action
with  respect  to  organizing  the  employees  of  the  Company  or  any  of its
Subsidiaries,  and no  representation  question  exists with respect to any such
employees.

         (d)      The  Company,  each of its  Subsidiaries,  and  each of  their
respective ERISA Affiliates have complied in all respects with all Laws relating
to the hiring and retention of all employees,  leased  employees and independent
contractors  relating  to  wages,  hours,   Company  Employee  Plans,   workers'
compensation,  unemployment,  equal opportunity,  collective bargaining, and the
payment of social security and other Taxes.

         (e)      Schedule 4.17(e) sets forth a true,  correct and complete list
of any and all unfair labor  practice  charges or other  Proceedings  before the
National Labor Relations Board, Equal Opportunity Employment Commission charges,
employment  discrimination lawsuits,  wrongful discharge lawsuits,  Occupational
Safety and Health Administration citations and litigation, wage and hour charges
and litigation, and employment related litigation that are presently pending, or
to the best  knowledge  of the  Seller  Group,  threatened  at law or in equity,
involving  the Company or any of its  Subsidiaries.  Schedule  4.17(e) also sets
forth a true, correct and complete list of those charges,  lawsuits,  citations,
litigation and  Proceedings  falling within the above  categories that have been
settled or otherwise disposed of within the previous two years.

         (f)      Except as set forth in Schedule  4.17(f),  neither the Company
nor any of its Subsidiaries is a joint employer or alter ego, as construed under
the National Labor  Relations Act, as amended,  with or of any of its suppliers,
distributors, customers or other Persons with which it has any Contract or other
understanding or arrangement, including any owner/operator with whom the Company
or any of its Subsidiaries has a Contract or other understanding or arrangement,
or any other  Person  with which the  Company or any of its  Subsidiaries  has a
leasing arrangement  (collectively  referred to for the purposes of this Section
4.17(f) as "Third Parties"),  and no Third Parties are alter egos of the Company
or any of its Subsidiaries.  Neither the Company nor any of its Subsidiaries (i)
exercises  management power or authority over the operations or personnel of any
Third Party,  (ii)  supervises  the  employees  of any Third Party,  or (iii) is
responsible  for, or has the  authority to establish,  implement or  effectively
recommend  the labor  relations  or  employment  policies or actions,  including
wages, hours, working conditions or any terms of employment, for any employee of
any Third Party.  There is no  interchange  of  personnel,  no common  boards of
directors and no common officers,  managers or employees  between the Company or
any of its Subsidiaries  and any Third Party.  Neither the Company or any of its
Subsidiaries  provides any administrative  services for any Third Party that are
not  required  by Law or  that  are not  provided  in a bona  fide,  arms-length
transaction at fair market value. Any  administrative  services  provided by the
Company or any of its  Subsidiaries  for any Third  Party have been  detailed on
Schedule 4.17(f).

         (g)      Except as set forth on Schedule  4.17(g),  the  Company's  and
each   of  its   Subsidiaries'   Contracts   and   other   understandings   with
owner/operators  and independent  contractors  establish a bona fide arrangement
where such individuals are independent contractors to, and are not employees of,
the Company or any of its Subsidiaries,  and there are not any disputes, claims,

                                       19
<PAGE>

charges or  allegations  pending or, to the best  knowledge of the Seller Group,
threatened at law or in equity before any  Governmental  Entity that  challenges
the independent  contractor  nature of such Contract or other  understanding  or
arrangement.

4.18     ERISA Compliance.

         (a)      Schedule 4.18(a) contains a true, correct and complete list of
all  Employee  Benefit  Plans  of the  Company  and  each  of  its  Subsidiaries
(collectively,  the  "Company  Employee  Plans"),  (i) that cover any current or
former employees, contract employees,  independent contractors or consultants of
or to the Company or any of its  Subsidiaries or any spouses,  family members or
beneficiaries  thereof (A) that are  maintained,  sponsored or contributed to by
the Company or any of its  Subsidiaries or (B) with respect to which the Company
or any of its  Subsidiaries is obligated to contribute or has any Liability,  or
(ii)  with  respect  to which the  Company  or any of its  Subsidiaries  has any
Liability on account of the  maintenance or sponsorship  thereof or contribution
thereto by any present or former  ERISA  Affiliate  of the Company or any of its
Subsidiaries.

         (b)      Except as set forth on Schedule 4.18(b),  with respect to each
Company Employee Plan:

                  (i)      such  Company  Employee  Plan has  been  established,
         maintained,  operated and administered in accordance with its terms and
         in  compliance  with ERISA,  the Code,  and all other  applicable  Laws
         (including with respect to reporting and disclosure);

                  (ii)     all required,  declared or discretionary  (consistent
         with past practice) payments, premiums,  contributions,  reimbursements
         or accruals  for all periods  ending  prior to or as of the date hereof
         have been made or properly accrued on the Latest Balance Sheet, or with
         respect to accruals  properly made after the Latest Balance Sheet Date,
         on the books and  records of the  Company or its  Subsidiaries  and all
         amounts  withheld from  employees  have been timely  deposited into the
         appropriate trust or account;

                  (iii)    there  is no  unfunded  Liability  relating  to  such
         Company  Employee  Plan that is not  reflected  on the  Latest  Balance
         Sheet,  or with  respect  to  accruals  properly  made after the Latest
         Balance  Sheet  Date,  on the books and  records of the  Company or its
         Subsidiaries;

                  (iv)     neither the Company, any of its Subsidiaries,  any of
         their respective ERISA Affiliates,  nor any other "disqualified person"
         or "party in  interest"  (as such terms are defined in Section  4975 of
         the Code and Section 3(14) of ERISA, respectively) with respect to such
         Company  Employee  Plan,  has breached the fiduciary  rules of ERISA or
         engaged  in a  prohibited  transaction  that could  subject  any of the
         foregoing  Persons to any Tax or penalty  imposed under Section 4975 of
         the Code or Section 502(i), Section 502(j) or Section 502(l) of ERISA;

                  (v)      no   Proceeding   (other  than  routine   claims  for
         benefits)  is pending or, to the best  knowledge  of the Seller  Group,
         threatened  against or relating to such  Company  Employee  Plan or any
         fiduciary  thereof,  and there is, to the best  knowledge of the Seller
         Group,  no  basis  for any such  Proceeding  against  any such  Company
         Employee Plan;

                                       20
<PAGE>

                  (vi)     each  Company   Employee  Plan,  if  intended  to  be
         "qualified"  within the meaning of Section 401(a) of the Code, has been
         determined by the Internal  Revenue  Service to be so qualified and the
         related  trusts are exempt from Tax under  Section  501(a) of the Code,
         and nothing has occurred  that has or  reasonably  could be expected to
         adversely affect such qualification or exemption;

                  (vii)    except  as may be  required  under  Laws  of  general
         application,  no Company  Employee Plan obligates the Company or any of
         its Subsidiaries to provide any employee or former  employee,  or their
         spouses,  family  members  or  beneficiaries,  any  post-employment  or
         post-retirement   health   or  life   insurance,   accident   or  other
         "welfare-type" benefits;

                  (viii)   each such  Company  Employee  Plan that is subject to
         the requirements of the Consolidated  Omnibus Budget  Reconciliation of
         1985, as amended  ("COBRA"),  and the Health Insurance  Portability and
         Accountability  Act,  as  amended  ("HIPAA"),  has been  maintained  in
         compliance with COBRA and HIPAA, including all notice requirements, and
         no Tax payable on account of Section  4980B or any other section of the
         Code has been or is expected to be incurred;

                  (ix)     neither the Company, any of its Subsidiaries, nor any
         of their  respective ERISA Affiliates is or has ever maintained or been
         obligated to contribute to a Multi-employer Plan (as defined in Section
         3(37) of ERISA), a Multiple Employer Plan (as defined in Section 413 of
         the Code),  or a Defined  Benefit  Pension  Plan (as defined in Section
         3(35) of ERISA);

                  (x)      no benefit  payable or that may become payable by the
         Company,  any of its  Subsidiaries  or any or  their  respective  ERISA
         Affiliates  pursuant to such Company  Employee Plan will  constitute an
         "excess  parachute  payment"  within the meaning of Section 280G of the
         Code,  which is or may be  subject  to the  imposition  of a Tax  under
         Section 4999 of the Code or that would not be  deductible  by reason of
         Section 280G of the Code;

                  (xi)     each such Company  Employee  Plan that is intended to
         meet  the   requirements   of  Section  125  of  the  Code  meets  such
         requirements   and  each  program  of  benefits   for  which   employee
         contributions  are  provided  pursuant  to  elections  made  under such
         Company  Employee Plan meets the  requirements  of the Code  applicable
         thereto;

                  (xii)    there  has  not  been  any  act  or  omission  by the
         Company,  any of its  Subsidiaries,  or any of their  respective  ERISA
         Affiliates  that has given  rise to or could  give  rise to any  fines,
         penalties  or  related  charges  under  ERISA or the Code for which the
         Company,  any of its  Subsidiaries  or any of  their  respective  ERISA
         Affiliates could be liable;

                  (xiii)   all  reporting  and  disclosure  obligations  imposed
         under  ERISA and the Code  have been  satisfied  with  respect  to each
         Company Employee Plan;

                  (xiv)    neither the Company nor any of its  Subsidiaries  has
         made or  agreed  to make,  nor are they  required  to make (in order to
         bring any Company Employee Plan into compliance with ERISA or the Code)
         any changes in benefits  that would  materially  increase  the costs of
         maintaining any Company Employee Plan;

                                       21
<PAGE>

                  (xv)     there has not been any act or omission by the Company
         or  any  of  its  Subsidiaries,   or  any  of  their  respective  ERISA
         Affiliates,  that has given  rise to or could  give rise to any  fines,
         penalties  or  related  charges  under  ERISA or the Code for which the
         Company or any of its  Subsidiaries,  or any of their  respective ERISA
         Affiliates, could be liable;

                  (xvi)    the  Company  and  each  of  its   Subsidiaries,   as
         applicable,  have timely deposited and transmitted all amounts withheld
         from employees for  contributions  or premium payments for each Company
         Employee Plan into the appropriate trusts or accounts; and

                  (xvii)   each Company  Employee Plan that allows loans to plan
         participants has been operated in accordance with its terms, the plan's
         written  loan  policy  and  all  applicable  laws.  In  addition,   all
         outstanding  loans from such Company  Employee  Plans are current as of
         the Closing Date, and there are no loans in default.

         (c)      The  Purchaser  has  been  provided  with  true,  correct  and
complete copies, to the extent  applicable,  of all documents  pursuant to which
each Company Employee Plan is maintained and  administered,  the two most recent
annual reports (Form 5500 and  attachments) and financial  statements  therefor,
all  governmental  rulings,  determinations  and opinions (and pending  requests
therefor),  and,  if any  Company  Employee  Plan  provides  post-employment  or
post-retirement  health and life  insurance,  accident  or other  "welfare-type"
benefits,  the most recent valuation of the present and future obligations under
such Company Employee Plan. The foregoing  documents  accurately  reflect all of
the terms of such Company  Employee Plan  (including  any agreement or provision
that would limit the ability of the Company or any of its  Subsidiaries  to make
any prospective amendments or to terminate such Company Employee Plan).

4.19     Environmental Matters.

         (a)      Except as set forth on Schedule 4.19(a),  neither the Company,
any of its Subsidiaries,  or any of their respective Affiliates has received any
written or oral notice,  report or other information (i) regarding any actual or
alleged  violation  of  any  Environmental,  Health  and  Safety  Laws,  or  any
Liabilities,  including any investigatory,  remedial or corrective  obligations,
relating to (A) the Company,  any of its  Subsidiaries,  any of their respective
Affiliates,  or any of their respective  predecessors,  (B) the Business, or (C)
any of the Company's or any of its Subsidiaries'  currently or formerly owned or
leased  properties  or  operations,  or  (ii)  that  the  Company  or any of its
Subsidiaries  is potentially  responsible  under any  Environmental,  Health and
Safety Laws for response costs,  corrective  action or natural resource damages,
as those terms are defined under the  Environmental,  Health and Safety Laws, at
any location.

         (b)      Schedule 4.19(b) sets forth a true,  correct and complete list
of all  properties and facilities  previously  owned,  leased or operated by the
Company, any of its Subsidiaries, or any of their respective predecessors at any
time (together with the Leased Properties, the "Covered Properties").  There has
been no release,  discharge,  spill or disposal of any  substance  at any of the
Covered  Properties so as to give rise to any Liability of the Company or any of
its Subsidiaries under any Environmental,  Health and Safety Laws. Except as set
forth on  Schedule  4.19(b),  there is not now,  nor has there  ever  been,  any
asbestos-containing material in any form or condition, underground storage tank,
above-ground storage tank, landfill,  waste pile, surface impoundment,  disposal
area, or article or equipment containing  polychlorinated biphenyls on or at any
of the Covered Properties.

                                       22
<PAGE>

         (c)      Neither the  Company,  any of its  Subsidiaries,  any of their
respective  Affiliates,  nor any of their  respective  predecessors has treated,
stored,  disposed of,  arranged for or permitted  the disposal of,  transported,
handled or released any substance, or owned or operated any property or facility
(and no such property or facility is  contaminated  by any such  substance) in a
manner  that  has  given  or  would  give  rise  to  Liability  pursuant  to any
Environmental,  Health and Safety Laws,  including  any  Liability  for response
costs,  corrective  action costs,  personal  injury,  property  damage,  natural
resources damage or attorney fees, or any investigative,  corrective or remedial
obligations pursuant to any Environmental, Health and Safety Laws.

         (d)      No facts, events or conditions relating to the past or present
operations  of the Company,  any of its  Subsidiaries,  any of their  respective
Affiliates,  any of  their  respective  predecessors,  or  any  of  the  Covered
Properties will prevent,  hinder or limit continued compliance by the Company or
any of its Subsidiaries with any Environmental,  Health and Safety Laws, or give
rise to any investigative,  corrective or remedial  obligations  pursuant to any
Environmental,  Health  and  Safety  Laws,  or give rise to any other  Liability
pursuant to any Environmental, Health and Safety Laws, including any relating to
on-site or off-site releases or threatened releases of materials,  substances or
wastes, personal injury, property damage or natural resources damage.

         (e)      Neither   this   Agreement   nor  the   consummation   of  the
transactions contemplated by this Agreement or any of the Related Documents will
result in any obligations for site investigation or cleanup,  or notification to
or consent of any Governmental  Entity or other third party,  pursuant to any of
the  so-called   "transaction-triggered"   or  "responsible  property  transfer"
Environmental, Health and Safety Laws.

         (f)      The Company and each of its  Subsidiaries  have  provided  the
Purchaser  with true,  correct  and  complete  copies of all reports and studies
within the  possession  or  control of the  Company  and its  Subsidiaries  with
respect to past and  present  environmental  conditions  or events at any of the
Covered  Properties (all of which are listed on Schedule  4.19(b)),  and, to the
best knowledge of the Seller Group, there are no other environmental  reports or
studies with respect thereto.

4.20     Brokers.

         Neither the Company nor any of its Subsidiaries has employed any broker
or finder or incurred any  Liability  for any  brokerage  fees,  commissions  or
finders'  fees  or  similar   compensation  or  transaction  based  payments  in
connection  with the  transactions  contemplated by this Agreement or any of the
Related Documents, other than Daniels and Associates.

4.21     Related Party Transactions.

         (a)      Except  as set  forth on  Schedule  4.21(a),  and  except  for
compensation  to bona fide  employees of the Company or any of its  Subsidiaries
for services  rendered in the ordinary course of business,  consistent with past
practice,  no  current  or  former  Affiliate  of  the  Company  or  any  of its
Subsidiaries or any "Associate" (as defined in the rules  promulgated  under the
Securities  Exchange  Act) of any  thereof,  is now, or has been during the last
five fiscal years,  (i) party to any transaction or Contract with the Company or
any of its  Subsidiaries  (including  any  Contract  or other  understanding  or
arrangement  providing for the  furnishing of services by, or the rental of real
or  personal  property  from,  or  otherwise  requiring  payments  to,  any such

                                       23
<PAGE>

Affiliate or Associate),  or (ii) the direct or indirect owner of an interest in
any Person that is a present or  potential  competitor,  supplier or customer of
the Company or any of its Subsidiaries  (other than  non-affiliated  holdings in
publicly held companies).  Except as set forth on Schedule 4.21(a),  neither the
Company nor any of its  Subsidiaries is a guarantor or otherwise  liable for any
actual or potential  Liability of its Affiliates or their Associates.  Except as
set forth on Schedule  4.21(a),  neither the Company nor any of its Subsidiaries
(x)  owns or  operates  any  vehicles,  boats,  aircraft,  apartments  or  other
residential   or   recreational   properties   or  facilities   for   executive,
administrative  or  sales  purposes,  or (y) owns or pays  for any  social  club
memberships,  whether  or  not  for  the  benefit  of  the  Company,  any of its
Subsidiaries, and/or any of their respective executives.

         (b)      Schedule 4.21(b), sets forth a true, correct and complete list
of all distributions,  dividends, redemptions or repurchases, of or with respect
to the capital stock of the Company (as set forth on Schedule 4.21(b)),  made by
the Company during the Company's current fiscal year.

4.22     Accounts and Notes Receivable.

         Except as set forth on Schedule  4.22,  and except for  allowances  for
doubtful accounts reflected on the Latest Balance Sheet, all accounts receivable
and notes  receivable  owing to the Company or any of its Subsidiaries as of the
date  hereof  constitute,  and as of the  Closing  shall  constitute,  valid and
enforceable claims arising from bona fide transactions in the ordinary course of
business, subject to applicable bankruptcy,  insolvency,  fraudulent conveyance,
reorganization,  moratorium  and similar Laws  affecting  creditors'  rights and
remedies generally, and subject, as to enforceability,  to general principles of
equity (regardless of whether enforcement is sought in a proceeding at law or in
equity),  and, to the best knowledge of the Seller Group,  there are no asserted
claims,  refusals to pay or other rights of set-off against any thereof.  Except
as set forth on Schedule 4.22 (including  those items  categorized as "legal" on
such Schedule), there is (i) no account debtor or note debtor that is delinquent
by more than thirty (30) days for payments due from such account  debtor or note
debtor in excess of $10,000  in the  aggregate,  (ii) no account  debtor or note
debtor  that  has  refused,  or,  to the best  knowledge  of the  Seller  Group,
threatened to refuse, to pay its obligations to the Company or its Subsidiaries,
as the case may be, for any reason,  or has otherwise made a claim of set-off or
similar claim (other than in amounts not in excess of $5,000 per account  debtor
or note debtor, or $10,000 in the aggregate), and (iii) to the best knowledge of
the Seller Group,  no account debtor or note debtor that owes the Company or any
of its  Subsidiaries  amounts in excess of $10,000 in the aggregate is insolvent
or bankrupt.

4.23     Bank Accounts; Powers of Attorney.

         Schedule  4.23  sets  forth a true  and  complete  list of (i) all bank
accounts and safe deposit boxes of the Company and each of its  Subsidiaries and
all Persons who are signatories  thereunder or who have access thereto, and (ii)
the names of all Persons  holding general or special powers of attorney from the
Company or any of its Subsidiaries and a summary of the terms thereof (excluding
ministerial  powers of attorney granted to representatives of the Company or any
of its Subsidiaries that are terminable at will).

4.24     Suppliers and Vendors.

         Except as set forth on Schedule 4.24, no material supplier or vendor to
the Company or any of its Subsidiaries has canceled or otherwise terminated, or,
to the best  knowledge of the Seller  Group,  threatened  to cancel or otherwise
terminate,  its relationship  with the Company or any of its Subsidiaries or has

                                       24
<PAGE>

decreased,  limited or  otherwise  modified,  or, to the best  knowledge  of the
Seller Group,  threatened to decrease,  limit or otherwise modify, the services,
supplies or materials it provides to the Company or any of its Subsidiaries.

4.25     Customers.

         Except as set forth on Schedule 4.25, no customer of the Company or any
of its Subsidiaries to which more than $50,000 of annual sales were attributable
during any of the  preceding  three fiscal years has notified the Company or any
of its  Subsidiaries  that it intends,  or, to the best  knowledge of the Seller
Group, has threatened,  to terminate or materially  curtail its relationship and
dealings with the Company or any of its Subsidiaries.

4.26     Conflicts of Interest.

         Neither the Company, any of its Subsidiaries,  any Stockholder, nor any
officer, employee, agent or other Person acting on their behalf has, directly or
indirectly,  given or agreed to give, any money,  gift or similar benefit (other
than legal price  concessions  to customers in the ordinary  course of business,
consistent with past practice) to any customer, supplier, employee or agent of a
customer or  supplier,  or official  or employee of any  Governmental  Entity or
other Person who was, is, or may be in a position to help or hinder the Business
(or assist in connection with any actual or proposed transaction) that (i) might
subject the Company or any of its  Subsidiaries  to any damage or penalty in any
Proceeding,  (ii) if not given in the past,  would have  resulted  in a Material
Adverse  Change,  or (iii) if not continued in the future,  reasonably  could be
expected to result in a Material Adverse Change. There is not now, and there has
never been,  any  employment  by the Company or any of its  Subsidiaries  of, or
beneficial  ownership  in  the  Company  or  any of  its  Subsidiaries  by,  any
governmental or political  official in any  jurisdiction in which the Company or
any of its Subsidiaries has conducted,  presently is conducting, or presently is
proposing to conduct business.

4.27     Disclosure.

         Neither this Agreement,  including the Schedules,  Annexes, attachments
and Exhibits hereto, nor any other written material delivered by or on behalf of
the Company, any of its Subsidiaries, or any Stockholder to the Purchaser or any
of its  representatives,  contains any untrue  statement  of a material  fact or
omits a material  fact  necessary  to make the  statements  contained  herein or
therein,  taken as a whole,  in light of the  circumstances  in which  they were
made, not misleading.

                                   ARTICLE V
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

         The  Purchaser  represents  and  warrants  to each member of the Seller
Group as of the date hereof as follows:

5.1      Organization; Corporate Authority.

         The Purchaser is a corporation duly organized,  validly existing and in
good standing under the Laws of the  jurisdiction of its  incorporation  and has
all  requisite  power and authority  (corporate or otherwise) to own,  lease and
operate its assets and  properties  and to carry on its  business  as  presently
conducted  and as  presently  proposed to be  conducted.  The  Purchaser is duly
qualified and in good standing to transact business as a foreign Person in those
jurisdictions   set  forth  on  Schedule  5.1,  which   constitute  all  of  the

                                       25
<PAGE>

jurisdictions  in which the character of the property owned,  leased or operated
by the  Purchaser or the nature of the business or  activities  conducted by the
Purchaser  makes  such  qualification  necessary.  The  Seller  Group  has  been
furnished  with true,  correct and complete  copies of the  Purchaser's  Charter
Documents, in each case as amended and in effect on the date this representation
is being made and is deemed made hereunder.

5.2      Authority;  Authorization;  Execution and Delivery;  Enforceability; No
         Conflict.

         (a)      The Purchaser has all requisite power and authority (corporate
and  otherwise)  to execute,  deliver and  perform  its  obligations  under this
Agreement  and each  Related  Document  to which it is or will be a party and to
consummate the  transactions  contemplated  hereby and thereby.  The Purchaser's
execution and delivery of this  Agreement and each Related  Document to which it
is or will be a party,  and the  performance by the Purchaser of its obligations
hereunder and thereunder, have been duly and validly authorized by all requisite
action on the part of the  Purchaser  (including  its board of directors and all
committees  thereof  and its  stockholders).  This  Agreement  and each  Related
Document  to which the  Purchaser  is or will be a party  has been,  or upon the
Purchaser's  execution hereof and thereof will be, duly and validly executed and
delivered by the Purchaser and  constitutes,  or upon the Purchaser's  execution
and delivery hereof and thereof will constitute,  a valid and binding obligation
of the  Purchaser,  enforceable  against the Purchaser in accordance  with their
respective  terms,  subject to  applicable  bankruptcy,  insolvency,  fraudulent
conveyance,  reorganization,  moratorium and similar Laws  affecting  creditors'
rights and remedies generally, and, as to enforceability,  to general principles
of equity (regardless of whether enforcement is sought in a proceeding at law or
in equity).

         (b)      Neither the  execution  and delivery by the  Purchaser of, and
performance  of its  obligations  under,  this  Agreement  or any of the Related
Documents  to  which  it is or will be a  party,  nor  the  consummation  by the
Purchaser of the transactions contemplated hereby or thereby, nor the compliance
by the Purchaser with any of the provisions hereof or thereof, will (i) conflict
with, or result in any violation of, or cause a default (with or without  notice
or  lapse of time or both)  under,  any  provision  of the  Purchaser's  Charter
Documents, (ii) conflict with, or result in any violation of, or cause a default
(with or  without  notice or lapse of time or both)  under,  or give rise to any
right of termination, amendment, cancellation or acceleration of any obligations
contained in, or the loss of any benefit under, any term, condition or provision
of any provision of any Contract to which the Purchaser is a party,  or by which
the  Purchaser  or any of its  assets or  properties  is or may be bound,  (iii)
violate any Law applicable to the Purchaser, or (iv) result in an Encumbrance on
or against any assets,  rights or properties of the Purchaser,  or on or against
any capital  stock or other  securities  of the  Purchaser,  or give rise to any
claim against the Company, any of the Company's Subsidiaries, or the Purchaser.

5.3      Consents.

         Except as set forth on Schedule 5.3, no Permit, authorization,  consent
or  approval  of  or  by,  or   notification  of  or  filing  with,  any  Person
(governmental  or  otherwise)  is required for, as a result of, or in connection
with the execution,  delivery and performance by the Purchaser of this Agreement
or any of the  Related  Documents  to  which  it is or will  be a  party  or the
consummation of the transactions contemplated hereby or thereby.

                                       26
<PAGE>

5.4      Brokers.

         The  Purchaser  has not  employed  any broker or finder or incurred any
Liability  for any  brokerage  fees,  commissions  or  finders'  fees or similar
compensation or transaction  based payments in connection with the  transactions
contemplated  by this  Agreement  or any of the  Related  Documents,  other than
Daniels & Associates.

                                   ARTICLE VI
                            COVENANTS AND AGREEMENTS

6.1      Access to Records and Properties.

         From and after the date  hereof  until the  earlier  of the  Closing or
termination  of this  Agreement  pursuant  to Article  IX, the  Company  and the
Shareholders  will,  and the Company  will cause its  management  employees  to,
afford the Purchaser and its attorneys, consultants,  accountants and authorized
representatives full access, upon reasonable notice during normal business hours
and at other reasonable times, to all properties, books, contracts, commitments,
records,  personnel,  lenders and advisors of the Company in order to permit the
Purchaser to conduct a due  diligence  investigation  of the  Company,  provided
that,  notwithstanding  any other provision of this paragraph,  in no event will
the foregoing be undertaken in such a manner as would  reasonably be expected to
interfere  with,  impair or impede  in any  material  respect  the  business  or
operations of the Company.

6.2      Conduct of the Business.

         Except as set forth on  Schedule  6.2,  from and after the date  hereof
until the earlier of the Closing or the  termination of this Agreement  pursuant
to  Article  IX,  the  Company  and  each  of its  Subsidiaries  shall,  and the
Stockholders shall cause the Company and each of its Subsidiaries to:

                  (i)      conduct  its  business   substantially  as  presently
         conducted and only in the ordinary course of business,  consistent with
         past practice;

                  (ii)     not  undertake  (or enter into any  Contract or other
         understanding  or  arrangement  to undertake)  any action,  and use its
         commercially  reasonable efforts to avoid and prevent the occurrence of
         any event, described in Section 4.8;

                  (iii)    not  enter  into any  transaction  other  than in the
         ordinary  course  of  business,  consistent  with  past  practice,  any
         transaction  that  is not at  arms-length  with  Persons  that  are not
         Affiliates, or any transaction with any Person that is an Affiliate;

                  (iv)     not  acquire or  dispose of any assets  other than in
         the ordinary course of business, consistent with past practice;

                  (v)      use commercially  reasonable  efforts to (A) maintain
         its business, assets, relations with present employees,  relations with
         customers and suppliers, licenses and operations as an ongoing business
         and preserve its  goodwill,  in  accordance  with past custom,  and (B)
         satisfy each of the closing conditions set forth in Article VII;

                  (vi)     not issue or sell any  shares of its  capital  stock,
         not  issue or sell any  securities  convertible  into,  exercisable  or
         exchangeable  for,  or options or  warrants  to  purchase  or rights to
         subscribe for, any shares of its capital stock,  and not enter into any
         Contract  or  other  understanding  or  arrangement  to do  any  of the
         foregoing;

                                       27
<PAGE>

                  (vii)    not declare or pay any dividend or distribution on or
         with respect to its capital stock,  not change the number of authorized
         shares of its capital stock or reclassify,  combine,  split, subdivide,
         or redeem or otherwise  repurchase  any of shares of its capital stock,
         not issue,  deliver,  pledge or encumber any  additional  shares of its
         capital stock or other  securities  equivalent to or  exchangeable  for
         shares of its capital  stock,  and not enter into any Contract or other
         understanding or arrangement to do any of the foregoing;

                  (viii)   not take or omit to take any action that would result
         in the representations  and warranties  contained in this Agreement and
         the Related Documents being untrue on the Closing Date; and

                  (ix)     not delay or postpone the payment of accounts payable
         and other  obligations  and liabilities or accelerate the collection of
         accounts receivable.

6.3      Efforts to Consummate.

         Subject to the terms and conditions of this Agreement, each party shall
use commercially reasonable efforts to take or cause to be taken all actions and
do or cause to be done all things required under all applicable Laws, Orders and
Contracts in order to consummate the transactions contemplated hereby, including
(i) all  commercially  reasonable  efforts  to  obtain  or make from or with all
Persons all such consents, approvals, authorizations, waivers, notifications and
filings as are  required  to be  obtained or made by such party under such Laws,
Orders and  Contracts  for the  consummation  of the  transactions  contemplated
hereby,  and (ii) in the case of the Seller Group, all  commercially  reasonable
efforts to assist the Purchaser in replacing the Company's performance bonds and
guarantees.  The Company and each of its Subsidiaries shall take all actions and
do all  things,  and the  Stockholders  shall  cause the Company and each of its
Subsidiaries to take all actions and do all things, required to extinguish at or
prior  to the  Closing  all  Funded  Indebtedness  and to  release  any  and all
Encumbrances   on  or  affecting  any  of  the  Company's  or  any  of  the  its
Subsidiaries' assets or properties, other than the Permitted Encumbrances.

6.4      Negotiation with Others.

         (a)      During the period (the  "Exclusivity  Period")  commencing  on
January 1, 2005, and ending on the first to occur of (a) the 120th day following
January 1, 2005, and (b) the  termination of this Agreement  pursuant to Section
9.1(i), the Company and the Stockholders will not, either directly or indirectly
through their respective representatives,  submit, solicit, initiate, or discuss
any proposal or offer from or to any person other than the Purchaser,  or engage
in any  discussions  that  could  lead to any  proposal  or offer from or to any
person  other than the  Purchaser,  regarding  any possible  sale,  acquisition,
reorganization,  recapitalization,  or other similar  transaction  involving the
Company or any of its subsidiaries (whether by way of stock sale, sale of all or
any material  portion of assets,  merger,  consolidation  or otherwise),  or any
stock sale or issuance or debt and/or equity financing  involving the Company or
any of its subsidiaries (each, a "Possible Transaction"), unless consented to in
writing  by  the  Purchaser.  If,  during  the  Exclusivity  Period,  any of the
Stockholders   (whether  in  an   individual   capacity  or  as  an  officer  or
representative of the Company) is contacted by any other person or receives from

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<PAGE>

any other  person any written  offer or proposal in  connection  with a Possible
Transaction,  the Company will promptly notify the Purchaser thereof,  including
any details and the identity of the person making any such offer or proposal and
a copy  thereof.  During the  Exclusivity  Period,  the  Company  will,  and the
Stockholders  will cause the Company to, continue to operate its business in the
ordinary course, unless otherwise consented to by the Purchaser.

         (b)      The parties  recognize and  acknowledge  that a breach of this
Section  6.4  will  cause  irreparable  and  material  loss  and  damage  to the
non-breaching party as to which it will not have an adequate remedy at law or in
equity. Accordingly,  each party acknowledges and agrees that the issuance of an
injunction  or other  equitable  remedy is an  appropriate  remedy  for any such
breach.

6.5      Notice of Prospective Breach.

         Each party shall promptly  notify the other parties in writing upon the
occurrence,  or the failure to occur, of any event,  which occurrence or failure
to occur would be reasonably likely to cause (i) any  representation or warranty
of such party that is contained in this Agreement or any Related  Document to be
untrue or inaccurate in any respect at any time from the date of this  Agreement
to the Closing as if such representation and warranty were made at such time, or
(ii) any failure of any party  hereto to comply with or satisfy any  covenant or
agreement to be complied  with or  satisfied  by it under this  Agreement or any
Related Document.

6.6      Public Announcements.

         From and after the date hereof  until the earlier of the Closing or the
termination of this Agreement  pursuant to Article IX, each member of the Seller
Group, each of the Company's Subsidiaries,  and the Purchaser agree that, except
(i) as  otherwise  required  by Law,  (ii)  for  disclosure  to his,  her or its
respective  directors,   officers,  employees,   financial  advisors,  financing
sources,  legal  counsel,  independent  certified  public  accountants  or other
agents,  advisors or  representatives on a need-to-know basis and with whom such
party has a confidential  relationship,  and (iii) in the case of the Purchaser,
in connection with its compliance with the disclosure requirements under federal
and state securities Laws, he, she or it will not issue any reports,  statements
or releases,  in each case pertaining to this Agreement or any Related  Document
to which he,  she or it is a party or the  transactions  contemplated  hereby or
thereby,  without the prior  written  consent of the Company and the  Purchaser,
which consent shall not unreasonably be withheld or delayed.

6.7      Exchange Proceeds.

         If, between the date hereof and the Closing,  the Company or any of its
Subsidiaries  receives any proceeds in consideration  for the exchange of any of
its assets,  whether from the sale of any such assets,  from insurance  proceeds
payable on account of any loss or casualty to such assets, any proceeds from the
taking of such  assets  pursuant  to the power of eminent  domain,  or any other
proceeds from whatever  source  relating to the  disposition of such assets (the
"Exchange Proceeds"), the Company and/or its Subsidiaries shall, and each of the
Stockholders  shall cause the Company and/or such Subsidiary to, promptly notify
the Purchaser of such receipt of such  Exchange  Proceeds and shall consult with
the Purchaser with respect to the application of any such Exchange Proceeds.

6.8      Non-Competition Covenant.

         (a)      Each  Stockholder  acknowledges  and  agrees  that as a mutual
condition to the respective  obligations of the parties at the Closing, and as a
material  inducement to the Purchaser to enter into and perform its  obligations
hereunder and in  consideration  of the payments and other  consideration  to be

                                       29
<PAGE>

received by the  Stockholders  under this  Agreement and the Related  Documents,
such Stockholder  shall not, without the prior written consent of the Purchaser,
at any time during the period  beginning  on the Closing  Date and ending on the
fifth anniversary thereof (the "Restrictive Period"), (i) directly or indirectly
engage in,  represent in any way, or be connected  with, any Competing  Business
(as defined below),  whether such engagement shall be as a director, an officer,
an owner,  an employee,  a partner,  an Affiliate or other  participant  in such
Competing Business,  (ii) assist others in engaging in any Competing Business in
the manner  described  in clause (i) above,  (iii)  induce any  employees of the
Purchaser or any of its  Subsidiaries or other  Affiliates,  or any employees of
the  Company or any of its  Subsidiaries,  at any time  during  the  Restrictive
Period  to  terminate  their  employment  with  the  Purchaser  or  any  of  its
Subsidiaries  or other  Affiliates,  or to terminate  their  employment with the
Company or any of its Subsidiaries,  or to engage in any Competing Business,  or
(iv)  induce any  customer,  vendor or agent or any other  Person with which the
Purchaser  or any or its  Subsidiaries  or other  Affiliates,  or with which the
Company or any of its Subsidiaries, has a business relationship,  contractual or
otherwise,  at any time during the Restrictive Period to terminate or alter such
business  relationship.  This  covenant is  considered  an integral part of this
Agreement.

         (b)      As used herein,  the term  "Competing  Business" means (i) any
business  conducted in (A) any county in the State of Texas, and (B) every other
state,  province, or other political  subdivision of the United States,  Canada,
Mexico, Japan, China, South America or Europe that is engaged in the business of
providing  wireless data  communications  of GSM networks to serve mobile gaming
subscribers,  or (ii) any business described in the foregoing clause (i) if such
business or the  services or  products  provided or sold by it are  competitive,
directly or  indirectly,  with the Business on the date hereof or on the Closing
Date (or with  respect to which  there are fixed  plans on the date hereof or on
the Closing Date for the provision or sale of the same by the Business).

         (c)      If, at the time of  enforcement  of this  Section 6.8, a court
holds  that  the  restrictions   stated  herein  are   unreasonable   under  the
circumstances then existing, the parties agree that the maximum period, scope or
geographical area reasonable under such  circumstances  shall be substituted for
the stated period,  scope or geographical  area.  Additionally,  with respect to
each  county in the State of Texas,  the  covenant  not to compete  set forth in
Section 6.8(a) is intended as a separate  covenant with respect thereto.  If any
one of such  covenants is declared  invalid for any reason,  such  determination
shall not affect the  validity  of the  remainder  of the  covenants.  The other
covenants set forth in Section 6.8(a) shall remain in effect as if the provision
had been  executed  without the invalid  covenants.  The parties  hereto  hereby
declare that they intend that the remaining  covenants of the provision continue
to be effective  without any  covenants  that have been  declared  invalid.  The
parties hereto  acknowledge that money damages would be an inadequate remedy for
any  breach  of this  Section  6.8.  Therefore,  in the  event  of a  breach  or
threatened  breach of this Section 6.8, the Purchaser  and/or its  successors or
assigns may, in addition to other  rights and remedies  existing in its or their
favor,  apply to any court of competent  jurisdiction  for specific  performance
and/or  injunctive  relief in order to enforce or prevent any  violations of the
provisions of this Section 6.8 (without posting a bond or other security).

6.9      Disclosure of Information.

         (a)      As used in this Agreement, the term "Confidential Information"
means,  with respect to any Person,  all information  (whether  written or oral)
furnished  (whether  before  or after  the date  hereof)  by such  Person or its
owners,  members,  partners,   directors,   officers,   employees,   Affiliates,
representatives (including its financial advisors, attorneys and accountants) or

                                       30
<PAGE>

agents   (collectively,   "Representatives")   to  any   other   Person  or  its
Representatives,  and all analyses,  compilations,  forecasts,  studies or other
documents  prepared by such other Person or its  Representatives  in  connection
with the transactions contemplated by this Agreement that contain or reflect any
such information;  provided,  however, that the term "Confidential  Information"
shall not include  information that (i) is or becomes  publicly  available other
than as a  result  of a  disclosure  by any  Person  or its  Representatives  in
violation  of this  Agreement,  or (ii) is or  becomes  available  to such other
Person on a  non-confidential  basis from a source that is not  prohibited  from
disclosing such information by any legal,  contractual or fiduciary  obligation;
provided further, however, that for purposes of this Section 6.9, from and after
the Closing,  Confidential Information of the Company or any of its Subsidiaries
shall be deemed Confidential  Information of the Purchaser and shall, as of such
time,  no longer be  deemed  Confidential  Information  of the  Company  or such
Subsidiaries, as applicable.

         (b)      The Purchaser  will keep all  Confidential  Information of the
Company  and each of its  Subsidiaries  confidential  and will  not  (except  as
required by  applicable  Law,  regulation  or legal  process)  without the prior
written consent of the Company or such Subsidiary,  as applicable,  disclose any
of  such  Confidential  Information  in  any  manner  whatsoever,   directly  or
indirectly,  and will not use any Confidential Information of the Company or any
of its  Subsidiaries  except for the purposes  contemplated  by this  Agreement;
provided, however, that the Purchaser may reveal Confidential Information of the
Company or any of its Subsidiaries to its  Representatives  (i) who need to know
such  Confidential  Information for the purposes  contemplated by this Agreement
and (ii) who are  informed by the  Purchaser of the  confidential  nature of the
Confidential  Information.  In  the  event  that  the  Purchaser  or  any of its
Representatives  is  requested  pursuant  to, or required  by,  applicable  Law,
regulation  or legal  process to disclose any  Confidential  Information  of the
Company or any of its  Subsidiaries,  the  Purchaser  will notify the Company or
such Subsidiary, as applicable,  promptly so that it may seek a protective order
or other  appropriate  remedy  or, in its sole and  absolute  discretion,  waive
compliance  with the terms of this Section 6.9(b).  In any event,  the Purchaser
will furnish only that portion of the  Confidential  Information  of the Company
any its Subsidiaries  that it is advised by counsel is legally required and will
exercise all commercially  reasonable efforts to obtain reliable  assurance,  to
the extent it is possible to obtain the same, that  confidential  treatment will
be afforded to such Confidential Information.

         (c)      The  Company  and  each  of the  Stockholders  will  keep  all
Confidential  Information of the Purchaser  confidential and will not (except as
required by  applicable  Law,  regulation or legal  process),  without the prior
written consent of the Purchaser,  disclose any of such Confidential Information
in any  manner  whatsoever,  directly  or  indirectly,  and  will  not  use  any
Confidential  Information of the Purchaser except for the purposes  contemplated
by this Agreement;  provided, however, that the Company and the Stockholders may
reveal   Confidential   Information   of  the  Purchaser  to  his,  her  or  its
Representatives  (i) who  need to know  such  Confidential  Information  for the
purposes contemplated by this Agreement and (ii) who are informed by the Company
or such Stockholder of the confidential nature of the Confidential  Information.
In the  event  that the  Company,  any  Stockholder  or any of their  respective
Representatives  is  requested  pursuant  to, or required  by,  applicable  Law,
regulation  or legal  process to disclose any  Confidential  Information  of the
Purchaser, the Company or such Stockholder will notify the Purchaser promptly so
that it may seek a protective order or other appropriate  remedy or, in its sole
and absolute discretion, waive compliance with the terms of this Section 6.9(c).
In any event,  the Company or such Stockholder will furnish only that portion of

                                       31
<PAGE>

the  Confidential  Information of the Purchaser that he, she or it is advised by
counsel  is legally  required  and will  exercise  all  commercially  reasonable
efforts to obtain reliable assurance, to the extent it is possible to obtain the
same,  that  confidential  treatment  will  be  afforded  to  such  Confidential
Information.

         (d)      Each of the parties hereto  recognizes and acknowledges that a
breach of his, her or its covenants in Section 6.9(b) or Section 6.9(c),  as the
case may be, will cause  irreparable  and material  loss and damage to the other
parties,  the amount of which cannot be determined  readily and as to which such
other  parties  will  not  have  an  adequate  remedy  at  law  or  in  damages.
Accordingly, in addition to any remedy such other parties may have in damages by
an action at law,  such other  parties  shall be entitled to the  issuance of an
injunction  restraining any such breach or threatened breach or any other remedy
at law or in equity for any such breach.

6.10     Use of Proprietary Name.

         From and after the Closing, no Stockholder shall use the name "Globicom
Wireless" or any derivation thereof for any purpose.

6.11     Supplements to Schedules.

         Prior to the Closing,  the Company and each of the  Stockholders  shall
promptly  supplement  or amend any Schedule  with respect to any matter  arising
after the date of this  Agreement  that, if existing or occurring on the date of
this  Agreement,  would have been  required to be set forth or described in such
Schedule. No supplement or amendment of a Schedule made pursuant to this Section
6.11 shall be deemed to constitute a cure of any breach of any representation or
warranty  made by the Company or such  Stockholder  pursuant  to this  Agreement
unless  consented to in writing by the Purchaser,  which consent may be withheld
by the  Purchaser  in its sole  and  absolute  discretion  for any  reason.  For
purposes  of the rights  and  obligations  of the  parties  hereunder,  upon the
occurrence of the Closing, any such supplemental or amended disclosure consented
to in  writing  by the  Purchaser  as  aforesaid  shall be  deemed  to have been
disclosed as of the date of this Agreement.

                                  ARTICLE VII
                               CLOSING OBLIGATIONS

7.1      Conditions to Each Party's Obligations.

         The   respective   obligations   of  the  parties  to  consummate   the
transactions  contemplated  hereby are subject to the satisfaction  prior to the
Closing  Date of the  following  conditions,  unless  waived (to the extent such
conditions can be waived) by the Company or the Purchaser, as applicable:

         (a)      Approvals. All authorizations,  consents,  Orders or approvals
of, or  declarations  or filings with, or expiration of waiting  periods imposed
by, any  Governmental  Entity necessary for the consummation of the transactions
contemplated hereby shall have been obtained or made.

         (b)      No Injunctions or Restraints.  No temporary restraining order,
preliminary  or  permanent  injunction,  or other  Order  issued by any court or
Governmental  Entity of  competent  jurisdiction,  nor other legal  restraint or
prohibition preventing the consummation of the transactions contemplated hereby,
shall be in effect.

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<PAGE>

         (c)      Actions and Statutes. No action, suit or proceeding shall have
been taken or threatened,  and no statute,  rule, regulation or Order shall have
been  enacted,  promulgated,  issued or deemed  applicable  to the  transactions
contemplated  by  this  Agreement  or  any  of  the  Related  Documents  by  any
Governmental  Entity that would (i) make the  consummation  of the  transactions
contemplated  hereby or thereby illegal or substantially  delay the consummation
of any material aspect of the transactions  contemplated  hereby or thereby,  or
(ii) render any party unable to consummate the transactions  contemplated hereby
or thereby.

7.2      Conditions to Obligations of the Purchaser.

         The  obligations  of  the  Purchaser  to  consummate  the  transactions
contemplated by this Agreement are subject to the  satisfaction of the following
conditions,  unless waived (to the extent such  conditions can be waived) by the
Purchaser:

         (a)      Accuracy    of    Representations    and    Warranties.    All
representations  and warranties made by the Company and the Stockholders in this
Agreement  and each of the  Related  Documents  shall be true and correct in all
material  respects at and as of the Closing Date with the same effect as if such
representations  and  warranties  had been  made at and as of the  Closing  Date
(provided,  however,  that to the extent a representation  is already limited to
matters  characterized as "material," it shall be correct in all respects),  and
the  Purchaser  shall have  received a  certificate  to that effect  signed by a
principal executive officer of the Company and each Stockholder.

         (b)      Performance   of   Obligations   of  the   Company   and   the
Stockholders.  The Company and each of the Stockholders  shall have performed in
all material respects all obligations and covenants  required to be performed by
each of them under this Agreement and each of the Related  Documents prior to or
as of the Closing Date,  and the Purchaser  shall have received a certificate to
that  effect  signed by a  principal  executive  officer of the Company and each
Stockholder.

         (c)      Authorization.   All  action   necessary  to   authorize   the
execution,  delivery and  performance  of this Agreement and each of the Related
Documents by the Company and each of the  Stockholders  and the  consummation of
the  transactions  contemplated  hereby and  thereby,  including  the  requisite
shareholder approvals, shall have been duly and validly taken by the Company and
each of the  Stockholders,  and the Company and each of the  Stockholders  shall
have the full power and right to consummate the transactions contemplated hereby
and thereby on the terms provided herein and therein.

         (d)      Financial Statements.  The Purchaser shall have (i) received a
true,  correct  and  complete  copy of the  Interim  Balance  Sheets and Interim
Financial  Statements  for each month ending after  December 31, 2004, up to the
Closing Date and (ii) received,  or received  confirmation  from the Company and
the  Company's  auditors  that  Purchaser  will  receive  within sixty (60) days
following the Closing, audited financial statements of the Company as of and for
the years ended  December 31, 2003, and December 31, 2004, in form and substance
acceptable to Purchaser in its sole discretion

         (e)      Consents and Approvals.  The Seller Group shall deliver to the
Purchaser duly executed copies of all consents and approvals  required for or in
connection  with  (i)  the  execution  and  delivery  by the  Company  and  each
Stockholder of this Agreement and each of the Related Documents to which each of
them is a party, and the consummation of the  transactions  contemplated  hereby
and thereby, in form and substance reasonably  satisfactory to the Purchaser and

                                       33
<PAGE>

its  counsel,  and (ii) the  continued  conduct of the  Business  as  previously
conducted  (including  any  consent  identified  on Schedule  4.3),  in form and
substance reasonably satisfactory to the Purchaser and its counsel.

         (f)      Absence of Material  Adverse Change.  Since the Latest Balance
Sheet Date,  there shall have been no Material Adverse Change in the business of
the Company or any of its Subsidiaries.

         (g)      Delivery of the Shares.  The Purchaser shall have received all
of the Shares in accordance with Section 1.4.

         (h)      Related  Documents.  The Seller  Group shall cause each of the
following documents (each, a "Related Document," and collectively,  the "Related
Documents")  to be  executed  and/or  delivered  by the  parties  thereto at the
Closing:

                  (i)      General Release. Each of the Stockholders shall enter
         into a  General  Release  in  favor  of the  Company  and  each  of its
         Subsidiaries  substantially  in the form of Exhibit B  attached  hereto
         (the "General Release");

                  (ii)     Gifford  Employment  Agreement.  Greg  Gifford  shall
         execute  and  deliver  an   employment   agreement   with  the  Company
         substantially  in the form of Exhibit C attached  hereto (the  "Gifford
         Employment Agreement");

                  (iii)    Rodriguez Employment Agreement.  Tony Rodriguez shall
         execute  and  deliver  an   employment   agreement   with  the  Company
         substantially  in the form of Exhibit D attached hereto (the "Rodriguez
         Employment Agreement"); and

                  (iv)     Stapp Employment  Agreement.  Ron Stapp shall execute
         and deliver an employment  agreement with the Company  substantially in
         the  form  of  Exhibit  E  attached   hereto  (the  "Stapp   Employment
         Agreement").

         (i)      Seller Certificates.  The Seller Group shall cause each of the
following  certificates to be executed and/or delivered,  as the case may be, by
the Person who or which is the subject thereof:

                  (i)      a certificate of the secretary of the Company,  dated
         as of the Closing Date,  certifying (A) that true, correct and complete
         copies of the Company's  Charter  Documents as in effect on the Closing
         Date are attached thereto,  (B) as to the incumbency and genuineness of
         the signatures of each officer of the Company  executing this Agreement
         and  the  Related  Documents  on  behalf  of the  Company;  and (C) the
         genuineness  of the  resolutions  (attached  thereto)  of the  board of
         directors or similar governing body of the Company and the Stockholders
         authorizing  the execution,  delivery and performance of this Agreement
         and the  Related  Documents  to which  the  Company  is a party and the
         consummation of the transactions contemplated hereby and thereby;

                  (ii)     a  certificate  of  the  secretary  of  each  of  the
         Company's  Subsidiaries,  dated as of the Closing Date, certifying that
         true and complete copies of such  Subsidiary's  Charter Documents as in
         effect on the Closing Date are attached thereto;

                  (iii)    certificates  dated  within  ten  (10)  days  of  the
         Closing  Date of the  secretaries  of state of the  states in which the

                                       34
<PAGE>

         Company and each of its  Subsidiaries  is organized and qualified to do
         business,  certifying  as to the good standing and  non-delinquent  Tax
         status of such Person; and

                  (iv)     certificates  of  each  Stockholder  and a  principal
         executive  officer of the Company,  each dated as of the Closing  Date,
         certifying that such  Stockholder and the Company,  as applicable,  are
         not foreign persons within the meaning of Section 1445 of the Code.

         (j)      Due Diligence.  Purchaser shall have completed, to Purchaser's
sole and absolute satisfaction,  Purchaser's due diligence  investigation of the
Company,  including legal,  business,  financial and accounting due diligence of
the Company and its business,  assets and  properties,  financial  condition and
results of operations.

         (k)      Securities  Law  Compliance.  Purchaser  shall  have  received
investment  representation  certificates from each of the Stockholders,  in form
and substance satisfactory to Purchaser.  The transactions  contemplated by this
Agreement and the issuance of TGTL Shares to the Stockholders  shall comply,  to
Purchaser's  sole and absolute  satisfaction,  with applicable  Law,  including,
without limitation,  the availability and compliance with applicable  exemptions
from the  registration  requirements of the Securities Act and applicable  state
securities laws.

7.3      Conditions to Obligations of the Seller Group.

         The  obligations  of the Seller Group to  consummate  the  transactions
contemplated by this Agreement are subject to the  satisfaction of the following
conditions,  unless waived (to the extent such  conditions can be waived) by the
Seller Group:

         (a)      Accuracy    of    Representations    and    Warranties.    All
representations  and warranties made by the Purchaser in this Agreement and each
of the Related  Documents shall be true and correct in all material  respects at
and as of the Closing Date with the same effect as if such  representations  and
warranties  had been made at and as of the Closing  Date,  and the Seller  Group
shall have received a certificate to that effect signed by a principal executive
officer of the Purchaser.

         (b)      Performance of  Obligations  of the  Purchaser.  The Purchaser
shall have  performed in all material  respects all  obligations  and  covenants
required  to be  performed  by it under this  Agreement  and each of the Related
Documents  prior to or as of the Closing  Date,  and the Seller Group shall have
received a certificate to that effect signed by a principal executive officer of
the Purchaser.

         (c)      Authorization.   All  action   necessary  to   authorize   the
execution,  delivery and  performance  of this Agreement and each of the Related
Documents by the Purchaser and the consummation of the transactions contemplated
hereby and thereby,  including the requisite shareholder  approvals,  shall have
been duly and validly taken by the Purchaser,  and the Purchaser  shall have the
full power and right to  consummate  the  transactions  contemplated  hereby and
thereby on the terms provided herein and therein.

         (d)      Consents and  Approvals.  The  Purchaser  shall deliver to the
Seller Group duly executed copies of all consents and approvals  required for or
in connection with the execution and delivery by the Purchaser of this Agreement
and each of the Related  Documents to which it is a party,  and the consummation
of the  transactions  contemplated  hereby and  thereby,  in form and  substance
reasonably satisfactory to the Seller Group.

                                       35
<PAGE>

         (e)      Related  Documents.  The  Purchaser  shall  cause  each of the
Related  Documents  to which  the  Purchaser  is a party to be  executed  and/or
delivered by the Purchaser at the Closing.

         (f)      Purchaser Certificates.  The Purchaser shall cause each of the
following  certificates to be executed and/or delivered,  as the case may be, by
the Person who or which is the subject thereof:

                  (i)      a  certificate  of the  secretary  of the  Purchaser,
         dated as of the Closing  Date,  certifying  (A) that true,  correct and
         complete  copies of the Purchaser's  Charter  Documents as in effect on
         the Closing Date are attached  thereto,  (B) as to the  incumbency  and
         genuineness  of  the  signatures  of  each  officer  of  the  Purchaser
         executing  this  Agreement  and the Related  Documents on behalf of the
         Purchaser;  and  (C)  the  genuineness  of  the  resolutions  (attached
         thereto) of the board of  directors  or similar  governing  body of the
         Purchaser  authorizing the execution,  delivery and performance of this
         Agreement  and the Related  Documents to which the Purchaser is a party
         and  the  consummation  of the  transactions  contemplated  hereby  and
         thereby; and

                  (ii)     certificates  dated  within  ten  (10)  days  of  the
         Closing  Date of the  secretaries  of state of the  states in which the
         Purchaser  is  organized,  certifying  as  to  the  good  standing  and
         non-delinquent Tax status of the Purchaser.

                                  ARTICLE VIII
                                 INDEMNIFICATION

8.1      Generally.

         (a)      Subject to the further  provisions of this Article  VIII,  the
Seller  Indemnifying  Persons,  jointly  and  severally,   shall  indemnify  the
Purchaser  Indemnified  Persons  for,  and hold each of them  harmless  from and
against,  any and all Purchaser Losses arising from or in connection with any of
the following:

                  (i)      the   untruth,    inaccuracy   or   breach   of   any
         representation  or warranty of the Company  contained in this Agreement
         or any Related Document or in any certificate  delivered by the Company
         or  any  of  the  Company's  Subsidiaries  in  connection  herewith  or
         therewith  at or before  the  Closing  (or any  facts or  circumstances
         constituting any such untruth, inaccuracy or breach);

                  (ii)     the  breach  of  any  covenant  or  agreement  of the
         Company contained in this Agreement or any Related Document and

                  (iii)    all obligations,  liabilities,  indebtedness, claims,
         damages, expenses and Losses, contingent or otherwise,  irrespective of
         whether or not such item was  disclosed  to  Purchaser in a Schedule or
         otherwise,  in any manner caused by, resulting from, or relating to the
         operation or ownership of the Company and its  business,  that existed,
         arose or accrued prior to and  including  the Closing  Date,  including
         without  limitation  any federal,  state or local taxes of the Company,
         any such  taxes  that are  payable  as a result  of the  execution  and
         delivery of this  Agreement and the  consummation  of the  transactions
         contemplated hereby and claims under or in respect of any environmental
         law,  any  payables  or  indebtedness  or any  contract,  agreement  or
         obligation of the Company.

                                       36
<PAGE>

         (b)      Subject  to the  further  terms  of this  Article  VIII,  each
Stockholder   shall,   severally  and  not  jointly,   indemnify  the  Purchaser
Indemnified  Persons for, and hold each of them harmless  from and against,  any
and  all  Purchaser  Losses  arising  from  or in  connection  with  any  of the
following:

                  (i)      the   untruth,    inaccuracy   or   breach   of   any
         representation or warranty of such Stockholder contained in Article III
         of  this  Agreement  or any  Related  Document  or in  any  certificate
         delivered  by  such  Stockholder  (in  his,  her or its  capacity  as a
         stockholder  of the Company) in connection  herewith or therewith at or
         before the Closing (or any facts or circumstances constituting any such
         untruth, inaccuracy or breach);

                  (ii)     the  breach  of any  covenant  or  agreement  of such
         Stockholder contained in this Agreement or any Related Document.

         (c)      Subject  to the  further  terms  of  this  Article  VIII,  the
Purchaser shall indemnify the Seller  Indemnified  Persons for, and hold each of
them  harmless from and against,  any and all Seller  Losses  arising from or in
connection with any of the following:

                  (i)      the   untruth,    inaccuracy   or   breach   of   any
         representation or warranty of Purchaser  contained in this Agreement or
         any Related  Document or in any certificate  delivered by the Purchaser
         in  connection  herewith or  therewith at or before the Closing (or any
         facts or  circumstances  constituting  any such untruth,  inaccuracy or
         breach); and

                  (ii)     the  breach  of  any  covenant  or  agreement  of the
         Purchaser contained in this Agreement or any Related Document.

8.2      Assertion of Claims.

         No claim for  indemnification  shall be brought under Section 8.1 for a
breach of a representation or warranty unless the Indemnified Persons, or any of
them, at any time prior to the applicable  Survival Date, give the  Indemnifying
Persons (a) written  notice of the existence of any such claim,  specifying  the
nature and basis of such claim and the amount  thereof,  to the extent known, or
(b)  written  notice  pursuant  to Section  8.3 of any Third  Party  Claim,  the
existence of which might give rise to such a claim for indemnification. Upon the
giving of such written notice as aforesaid,  the Indemnified  Persons, or any of
them,  shall have the right to  commence  legal  proceedings  subsequent  to the
Survival Date for the enforcement of their rights under Section 8.1.

8.3      Notice and Defense of Third Party Claims.

         The obligations and liabilities of an Indemnifying  Person with respect
to Losses  resulting  from the assertion of liability by third parties  (each, a
"Third Party Claim") shall be subject to the following terms and conditions:

         (a)      The  Indemnified  Persons shall give prompt  written notice to
the  Indemnifying  Persons of any Third  Party Claim that might give rise to any
Loss by the  Indemnified  Persons,  stating  the  nature and basis of such Third
Party Claim, and the amount thereof to the extent known; provided, however, that
no delay on the part of the  Indemnified  Persons in notifying any  Indemnifying
Persons shall relieve the Indemnifying  Persons from any liability or obligation
hereunder  unless (and then solely to the extent that) the  Indemnifying  Person

                                       37
<PAGE>

thereby is prejudiced by the delay.  Such notice shall be  accompanied by copies
of all relevant  documentation with respect to such Third Party Claim, including
any summons,  complaint or other pleading that may have been served, any written
demand or any other document or instrument.

         (b)      If the Indemnifying Persons acknowledge in a writing delivered
to the  Indemnified  Persons that such Third Party Claim is properly  subject to
their  indemnification  obligations  hereunder,  and  the  Indemnifying  Persons
demonstrate  to  the  Indemnified  Persons'  reasonable  satisfaction  that  the
Indemnifying  Persons have the financial resources to meet such  indemnification
obligations,  then the  Indemnifying  Persons shall have the right to assume the
defense of any Third Party Claim at their own expense and by their own  counsel,
which counsel  shall be  reasonably  satisfactory  to the  Indemnified  Persons;
provided,  however,  that the  Indemnifying  Persons shall not have the right to
assume the defense of any Third Party Claim,  notwithstanding the giving of such
written  acknowledgment,  if (i) the  Indemnified  Persons  have been advised by
counsel that there are one or more legal or equitable defenses available to them
that are different  from or in addition to those  available to the  Indemnifying
Persons, and, in the reasonable opinion of the Indemnified Persons,  counsel for
the  Indemnifying  Persons could not  adequately  represent the interests of the
Indemnified  Persons  because such interests  could be in conflict with those of
the Indemnifying Persons, (ii) such action or proceeding involves, or could have
a  material  effect  on,  any  matter  beyond  the scope of the  indemnification
obligation of the Indemnifying  Persons, or (iii) the Indemnifying  Persons have
not assumed the defense of the Third Party Claim in a timely fashion.

         (c)      If the  Indemnifying  Persons  assume  the  defense of a Third
Party Claim (under  circumstances  in which the proviso to Section 8.3(b) is not
applicable),  the Indemnifying Persons shall not be responsible for any legal or
other  defense  costs  subsequently  incurred  by  the  Indemnified  Persons  in
connection with the defense thereof. If the Indemnifying Persons do not exercise
their  right to assume the  defense of a Third Party Claim by giving the written
acknowledgment  referred to in Section 8.3(b), or are otherwise  restricted from
so  assuming  by  the  proviso  to  Section  8.3(b),  the  Indemnifying  Persons
nevertheless  shall be entitled to  participate  in such  defense with their own
counsel  and at their own  expense.  If the  defense of a Third  Party  Claim is
assumed by the Indemnified  Persons pursuant to clause (i) or clause (ii) of the
proviso to Section  8.3(b),  the  Indemnified  Persons  shall not be entitled to
settle  such  Third  Party  Claim  without  the  prior  written  consent  of the
Indemnifying  Persons,  which  consent  shall not be  unreasonably  withheld  or
delayed.

         (d)      If the Indemnifying Persons exercise their right to assume the
defense of a Third Party Claim, (i) the Indemnified Persons shall be entitled to
participate  in such defense  with their own counsel at their own  expense,  and
(ii) the  Indemnifying  Persons  shall  not make any  settlement  of any  claims
without the prior  written  consent of the  Indemnified  Persons,  which consent
shall not be unreasonably withheld or delayed.

8.4      Survival of Representations and Warranties.

         (a)      Subject to the further  provisions  of this  Section  8.4, the
representations and warranties of the Seller Group contained in Article IV or in
any  certificate  or other writing  delivered in connection  with this Agreement
shall survive the Closing, and shall expire and be of no further force or effect
on September 1, 2006; provided, however, that the representations and warranties
contained in Article III,  Section 4.1,  Section 4.2,  Section 4.3, Section 4.4,
Section  4.5,   Section  4.10  and  Section  4.20  shall   survive  the  Closing

                                       38
<PAGE>

indefinitely and the representations and warranties contained in Section 4.9 and
Section  4.18  shall  survive  the  Closing  until  ninety  (90) days  after the
expiration of the applicable  statutes of limitations  for claims  applicable to
the matters covered thereby (the "Excluded Seller Representations").  Subject to
the further provisions of this Section 8.4, the  representations  and warranties
of the  Stockholders  contained  in Article III or in any  certificate  or other
writing delivered in connection with this Agreement and the  representations and
warranties  of the  Purchaser  contained in Article V or in any  certificate  or
other writing  delivered in  connection  with this  Agreement  shall survive the
Closing indefinitely. The covenants and other agreements of the Seller Group and
the Purchaser  contained in this Agreement  shall survive the Closing until they
are performed in full or otherwise  expire or are terminated by their terms. For
convenience  of reference,  the date upon which any  representation  or warranty
contained herein shall terminate, if any, is referred to as the "Survival Date."

         (b)      From and after the  Closing,  no  Stockholder  shall  have any
recourse  against the Company  for any breach of any  representation,  warranty,
covenant  or  agreement  of the Company  set forth in this  Agreement  or in any
certificate  or other writing  delivered by the Company in connection  with this
Agreement.

8.5      Limitation on Indemnification.

         From and  after  the  Closing  the sum of all  Losses  incurred  by the
Purchaser  Indemnified  Persons  (or  any  member  thereof)  pursuant  to  which
indemnification  is payable by the  Stockholder  pursuant  to Section  8.1(a)(i)
shall be  satisfied  and any  recovery  may be made only against any TGTL Shares
held pursuant to the Escrow Agreement and not against any of the other assets or
property  of the  Stockholder;  provided,  however,  that in no event  shall the
limitations set forth in this Section 8.5 apply with respect to (i) the Excluded
Seller   Representations,   (ii)  any   willful  or   knowing   breach  of  such
representations   or  warranties  or  any  fraudulent  or  intentional  acts  or
intentional  misrepresentations  of any member of the Seller  Group or (iii) any
other  Losses  incurred  by the  Purchaser  Indemnified  Persons  (or any member
thereof) pursuant to which indemnification is payable by the Stockholders or any
other Person pursuant to this Agreement or otherwise.

8.6      Satisfaction of Indemnification Obligations.

         The  obligations  of the Seller  Indemnifying  Persons to indemnify the
Purchaser  Indemnified Persons for Purchaser Losses (incurred as a result of the
indemnification  events set forth in Section 8.1(a) and Section 8.1(b)) shall be
paid as follows: (a) in the case of an indemnification event pursuant to Section
8.1(a),  by  the  Seller  Indemnifying  Persons  and  (b)  in  the  case  of  an
indemnification   event  pursuant  to  Section  8.1(b),  solely  by  the  Seller
Indemnifying  Person or Seller  Indemnifying  Persons,  as the case may be,  who
caused  such   indemnification   event,  in  each  case  by  forfeiting  for  no
consideration,  that  number of TGTL  Shares,  to the extent  then  outstanding,
having a Market Price (as determined at the time of such forfeiture by the Board
of Directors of the Purchaser) equal to the amount of the Purchaser Losses.

                                   ARTICLE IX
                       TERMINATION; EFFECT OF TERMINATION

9.1      Termination.

         This Agreement may be terminated at any time prior to the Closing by:

                  (i)      the mutual consent of the Purchaser and the Company;

                                       39
<PAGE>

                  (ii)     the  Purchaser,  if there  has  been a breach  by any
         member of the Seller Group of any representation, warranty, covenant or
         agreement set forth in this Agreement  that such breaching  party fails
         to cure within ten (10) Business Days after notice  thereof is given by
         the  Purchaser  (except no cure period  shall be provided  for any such
         breach that by its nature cannot be cured);

                  (iii)    the  Company,  if  there  has  been a  breach  by the
         Purchaser of any  representation,  warranty,  covenant or agreement set
         forth in this  Agreement  that the  Purchaser  fails to cure within ten
         (10) Business Days after notice thereof is given by the Company (except
         no cure period shall be provided for any such breach that by its nature
         cannot be cured);

                  (iv)     the Purchaser, if the conditions set forth in Section
         7.1 or Section 7.2 have not been  satisfied or waived by the  Purchaser
         by June 17, 2005;

                  (v)      the Company,  if the  conditions set forth in Section
         7.1 or Section 7.3 have not been  satisfied or waived by the Company by
         June 17, 2005; or

                  (vi)     the   Purchaser  or  the  Company  if  any  permanent
         injunction  or other Order of a court or other  competent  Governmental
         Entity  preventing  the Closing  shall have become  final,  binding and
         non-appealable;

provided,  however, that neither the Purchaser nor the Company shall be entitled
to  terminate  this  Agreement  pursuant  to clause  (iv) or clause  (v) of this
Section  9.1,  respectively,  if such party's  breach (or,  with respect to such
termination  by the Company,  any  Stockholder's  breach) of this  Agreement has
prevented the  satisfaction of any such condition.  Any termination  pursuant to
clause (i) of this Section 9.1 shall be effected by a written  instrument signed
by the Purchaser and the Company,  and any termination  pursuant to this Section
9.1 (other than a termination  pursuant to clause (i) of this Section 9.1) shall
be effected by written  notice from the party or parties so  terminating  to the
other parties  hereto,  which notice shall specify the Section of this Agreement
pursuant to which this Agreement is being terminated.

9.2      Effect of Termination.

         In the event of the  termination of this Agreement  pursuant to Section
9.1, this Agreement  shall be of no further force or effect,  except for Section
6.4,  Section 6.9,  this Section 9.2 and Article X, each of which shall  survive
the termination of this Agreement;  provided, however, that the Liability of any
party for any breach by such party of the representations, warranties, covenants
or agreements of such party set forth in this Agreement  occurring  prior to the
termination of this Agreement  shall survive the  termination of this Agreement,
and,  in the  event of any  action  for  breach  of  contract  in the event of a
termination of this Agreement,  the prevailing  party shall be reimbursed by the
other party to such  action for all fees,  costs and  expenses  relating to such
action incurred by the prevailing party,  including the fees, costs and expenses
of attorneys,  accountants and other professional  advisers, and including those
incurred in the  investigation  of any such breach and in enforcing the terms of
this Section 9.2.

                                       40
<PAGE>

                                   ARTICLE X
                            MISCELLANEOUS PROVISIONS

10.1     Amendment.

         This Agreement may not be altered or otherwise  amended except pursuant
to an  instrument  in writing  signed by each  party,  except that any party may
waive any obligation owed to it by another party under this Agreement. No waiver
by any  party of any  default,  misrepresentation,  or  breach  of  warranty  or
covenant hereunder, whether intentional or not, shall be deemed to extend to any
prior or  subsequent  default,  misrepresentation,  or  breach  of  warranty  or
covenant  hereunder  or affect in any way any  rights  arising  by virtue of any
prior or subsequent such occurrence.

10.2     Entire Agreement.

         This Agreement and the other agreements and documents referenced herein
(including the Schedules, Annexes and Exhibits (in their executed form) attached
hereto) and any other document or agreement  contemporaneously entered into with
this  Agreement  contain all of the  agreements  among the  parties  hereto with
respect  to  the  transactions  contemplated  hereby  and  supersede  all  prior
agreements or understandings  among the parties with respect thereto  (including
the Letter of Intent dated  January 12, 2005, by and between the Company and the
Purchaser).

10.3     Severability.

         It is the desire and intent of the parties that the  provisions of this
Agreement  be  enforced  to the fullest  extent  permissible  under the Laws and
public policies  applied in each  jurisdiction  in which  enforcement is sought.
Accordingly,  in the event that any provision of this Agreement would be held in
any jurisdiction to be invalid, prohibited or unenforceable for any reason, such
provision, as to such jurisdiction,  shall be ineffective,  without invalidating
the  remaining  provisions  of this  Agreement  or  affecting  the  validity  or
enforceability of such provision in any other jurisdiction.  Notwithstanding the
foregoing,  if such  provision  could  be more  narrowly  drawn  so as not to be
invalid, prohibited or unenforceable in such jurisdiction,  it shall, as to such
jurisdiction,   be  so  narrowly  drawn,   without  invalidating  the  remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.

10.4     Benefits of Agreement.

         All of the terms and provisions of this Agreement shall be binding upon
and inure to the  benefit of the  parties and their  respective  successors  and
permitted assigns. Except as expressly provided herein, this Agreement shall not
confer any rights or remedies upon any Person other than the foregoing. Anything
contained herein to the contrary  notwithstanding,  (a) this Agreement shall not
be  assignable  by any member of the Seller  Group  without the express  written
consent of the Purchaser and (b) the Purchaser  may,  without the consent of any
other party hereto,  assign any or all of its rights and interests  hereunder to
one or more of its  Affiliates  and designate  one or more of its  Affiliates to
perform its obligations hereunder.

10.5     Expenses; Sales and Transfer Taxes.

         Except as otherwise  provided in this  Agreement,  the Purchaser on the
one hand and the  Seller  Group on the other  hand  shall  each  bear  their own
expenses  incurred in connection  with this Agreement and the Related  Documents

                                       41
<PAGE>

(including  the legal,  accounting  and due diligence  fees,  costs and expenses
incurred  by such party and the audit fees  incurred by the  Company)  and shall
each pay their own sales,  use, gains and excise Taxes and all  registration  or
transfer taxes that may be payable in connection  with or arising as a result of
the  consummation  of the  transaction  contemplated  by this  Agreement and the
Related Documents,  other than amounts due to Daniels & Associates,  which shall
be paid by [_____________].

10.6     Remedies.

         The parties each shall have and retain all rights and remedies existing
in their favor under this Agreement,  at law or in equity,  including  rights to
bring actions for specific  performance,  injunctive and other equitable  relief
(including the remedy of rescission) to enforce or prevent a breach or violation
of any provision of this  Agreement,  and all such rights and remedies shall, to
the extent  permitted by applicable  Law, be cumulative and a party's pursuit of
any such  right or remedy  shall not  preclude  such party  from  exercising  or
pursuing any other available right or remedy.

10.7     Notices.

         All notices or other communications pursuant to this Agreement shall be
in  writing  and shall be  deemed  to be  sufficient  if  delivered  personally,
telecopied,  sent by  nationally-recognized,  overnight  courier  or  mailed  by
registered or certified mail (return receipt requested), postage prepaid, to the
parties at the  following  addresses  (or at such other  address  for a party as
shall be specified by like notice):

                  (i)      if to the Company, to:

                               Globicom, Inc.
                               6311 N. O'Conner, Suite N53
                               Irving, Texas 75039
                               Attention: Greg Gifford, President and CEO
                               Telephone No.: (469) 360-9314
                               Facsimile No.:
                                             ---------------------------

                  (ii)     if to the Purchaser, to:

                               Tiger Telematics, Inc.
                               10201 Centurion Parkway North
                               Suite 600
                               Jacksonville, Florida 32256
                               Attention:  Michael W. Carrender
                               Telephone No.:(904) 279-9240
                               Facsimile No.:(904) 279-9242

                               with a copy to:

                               Smith Hulsey & Busey
                               225 Water Street, Suite 1800
                               Jacksonville, Florida 32202
                               Attention:  John R. Smith, Jr., Esq.
                               Telephone No.:(904) 359-7700
                               Facsimile No.:(904) 359-7712

                                       42
<PAGE>

All such notices and other communications shall be deemed to have been given and
received  (i) in the case of personal  delivery,  on the date of such  delivery,
(ii) in the case of delivery by telecopy, on the date of such delivery, (iii) in
the  case  of  delivery  by  nationally-recognized,  overnight  courier,  on the
Business Day following  dispatch,  and (iv) in the case of mailing, on the third
Business Day following such mailing.

10.8     Counterparts and Facsimile Execution.

         This  Agreement may be executed in two or more  counterparts,  and each
such  counterpart  shall  be  deemed  to be an  original  instrument.  All  such
counterparts  shall be  considered  one and the same  agreement and shall become
effective when one or more  counterparts have been signed by each of the parties
and  delivered  (by  facsimile  or  otherwise)  to the other  parties,  it being
understood that all parties need not sign the same counterpart.  Any counterpart
or other  signature  hereupon  delivered  by  facsimile  shall be deemed for all
purposes as constituting good and valid execution and delivery of this Agreement
by such party.

10.9     Governing  Law.

         (a)      THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE DOMESTIC  LAWS OF THE STATE OF FLORIDA,  WITHOUT  GIVING  EFFECT TO ANY
CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF FLORIDA,
OR ANY OTHER  JURISDICTION)  THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER
THAN THE STATE OF FLORIDA TO BE APPLIED.

         (b)      BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX  FINANCIAL
TRANSACTIONS  ARE MOST QUICKLY AND  ECONOMICALLY  RESOLVED BY AN EXPERIENCED AND
EXPERT PERSON AND THE PARTIES WISH THAT APPLICABLE LAWS,  EVIDENTIARY  RULES AND
JUDICIAL PROCEDURES APPLY OR THAT APPLICABLE LAWS AND ARBITRATION RULES IN CASES
IN WHICH THE  PARTIES  HAVE  EXPRESSLY  AGREED TO SUBMIT  ANY SUCH  DISPUTES  TO
BINDING ARBITRATION APPLY, THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY
A  JUDGE  APPLYING  SUCH  APPLICABLE  LAWS,   EVIDENTIARY   RULES  AND  JUDICIAL
PROCEDURES,  OR BY AN ARBITRATOR  APPLYING APPLICABLE LAWS AND ARBITRATION RULES
IN  SUCH  CASES  WHERE  THEY  HAVE  EXPRESSLY  AGREED  TO  BINDING  ARBITRATION.
THEREFORE,  TO ACHIEVE THE BEST  COMBINATION  OF THE  BENEFITS  OF THE  JUDICIAL
SYSTEM AND OF  ARBITRATION,  THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY
IN ANY  ACTION,  SUIT OR  PROCEEDING  BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR
REMEDIES  UNDER THIS  AGREEMENT OR ANY  DOCUMENTS  RELATED  HERETO.  THE PARTIES
HERETO  AGREE THAT ALL  DISPUTES  AMONG THEM  ARISING  OUT OF,  CONNECTED  WITH,
RELATED  TO,  OR  INCIDENTAL  TO THE  RELATIONSHIP  ESTABLISHED  AMONG  THEM  IN
CONNECTION WITH THIS AGREEMENT SHALL BE RESOLVED EXCLUSIVELY BY STATE OR FEDERAL
COURTS LOCATED IN THE CITY OF  JACKSONVILLE,  FLORIDA,  AND ANY APPELLATE  COURT
FROM ANY THEREOF.

10.10    Jurisdiction and Venue.

         (a)      Each   of  the   parties   hereto   hereby   irrevocably   and
unconditionally  submits,  for  himself,  herself or itself and his,  her or its

                                       43
<PAGE>

property,  to the exclusive  jurisdiction  of any Florida state court or federal
court of the United States of America sitting in Jacksonville,  Florida, and any
appellate court from any thereof,  in any action or proceeding arising out of or
relating to this  Agreement,  any of the Related  Documents or the  transactions
contemplated  hereunder or thereunder or for  recognition  or enforcement of any
judgment relating thereto, and each of the parties hereto hereby irrevocably and
unconditionally  agrees  that  all  claims  in  respect  of any such  action  or
proceeding  may be heard and  determined  in any such Florida state court or, to
the extent  permitted  by law, in any such  federal  court.  Each of the parties
hereto agrees that a final  judgment in any such action or  proceeding  shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law.

         (b)      Each   of  the   parties   hereto   hereby   irrevocably   and
unconditionally  waives,  to the  fullest  extent he, she or it may  legally and
effectively do so, any objection that he, she or it may now or hereafter have to
the laying of venue of any suit, action or proceeding arising out of or relating
to this Agreement, any of the Related Documents or the transactions contemplated
hereunder  or  thereunder  in any Florida  state or federal  court of the United
States of America sitting in Jacksonville,  Florida.  Each of the parties hereto
hereby  irrevocably  waives, to the fullest extent he, she or it may legally and
effectively do so, the defense of an  inconvenient  forum to the  maintenance of
such suit, action or proceeding in any such court.

         (c)      Each of the parties  hereto  hereby  agree that the mailing by
certified or registered mail, return receipt requested,  of any process required
by any such court shall  constitute  valid and lawful service of process against
them, without the necessity for service by any other means provided by law.

10.11    Mutual Contribution.

         The  parties  to this  Agreement  and  their  respective  counsel  have
contributed  mutually  to the  drafting  of  this  Agreement.  Consequently,  no
provision of this Agreement  shall be construed  against any party on the ground
that a party drafted the provision or caused it to be drafted.

10.12    No Third Party Beneficiaries.

         Except as expressly  provided in this  Agreement,  this Agreement shall
not confer any rights or remedies upon any Person other than the parties  hereto
and their respective successors and permitted assigns.

10.13    Independence of Covenants and Representations and Warranties.

         All covenants  hereunder shall be given independent effect so that if a
certain action or condition constitutes a default under a certain covenant,  the
fact that such action or condition is  permitted by another  covenant  shall not
affect the  occurrence  of such default,  unless  expressly  permitted  under an
exception  to such  initial  covenant.  In  addition,  all  representations  and
warranties  hereunder shall be given independent  effect so that if a particular
representation or warranty proves to be incorrect or is breached,  the fact that
another representation or warranty concerning the same or similar subject matter
is correct or is not breached shall not affect the  incorrectness of or a breach
of a representation and warranty hereunder.

10.14    Interpretation; Construction.

         The term "Agreement" means this Stock Purchase  Agreement together with
all Schedules, Annexes and Exhibits hereto, as the same may from time to time be
amended, modified, supplemented or restated in accordance with the terms hereof.

                                       44
<PAGE>

Certain  capitalized  terms used and not  otherwise  defined  elsewhere  in this
Agreement have the meanings given to them in Annex II attached  hereto.  In this
Agreement,  the  term  "best  knowledge"  of any  Person  means  (i) the  actual
knowledge of such Person, and (ii) that knowledge that should have been acquired
by such Person after making such due inquiry and  exercising  such due diligence
as a prudent  businessperson  would have made or exercised in the  management of
his or her business affairs, including due inquiry of those directors, officers,
key employees and professional  advisors (including  attorneys,  accountants and
consultants)  of such  Person who could  reasonably  be  expected to have actual
knowledge of the matters in question.  For purposes of the  preceding  sentence,
the knowledge, both actual and constructive,  of each Stockholder and each other
director,  officer and key employee of the Company and its Subsidiaries shall be
imputed to each member of the Seller  Group.  The use in this  Agreement  of the
word  "including"  means  "including,  without  limitation." The words "herein,"
"hereof,"  "hereunder,"  "hereby,"  "hereto,"  "hereinafter," and other words of
similar  import refer to this  Agreement as a whole,  including  the  Schedules,
Annexes and  Exhibits,  as the same may from time to time be amended,  modified,
supplemented  or  restated,   and  not  to  any  particular  article,   section,
subsection,  paragraph,  subparagraph or clause contained in this Agreement. All
references  to  articles,  sections,  subsections,  paragraphs,   subparagraphs,
clauses, Schedules,  Annexes and Exhibits mean such provisions of this Agreement
and the Schedules, Annexes and Exhibits attached to this Agreement, except where
otherwise stated.  The title of and the article,  section and paragraph headings
in this Agreement are for  convenience of reference only and shall not govern or
affect the  interpretation  of any of the terms or provisions of this Agreement.
The use herein of the masculine,  feminine or neuter forms also shall denote the
other forms, as in each case the context may require. Where specific language is
used to clarify by example a general statement  contained herein,  such specific
language  shall not be deemed to  modify,  limit or  restrict  in any manner the
construction of the general statement to which it relates.  The language used in
this  Agreement has been chosen by the parties to express  their mutual  intent,
and no  rule  of  strict  construction  shall  be  applied  against  any  party.
Accounting  terms used but not otherwise  defined herein shall have the meanings
given to them under GAAP. Unless expressly provided otherwise,  the measure of a
period of one month or year for purposes of this Agreement shall be that date of
the following month or year corresponding to the starting date, provided that if
no  corresponding  date exists,  the measure shall be that date of the following
month or year  corresponding  to the next day following the starting  date.  For
example,  one month  following  February 18 is March 18, and one month following
March 31 is May 1.

                                    * * * * *




                                       45
<PAGE>

IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  this Stock  Purchase
Agreement as of the date first written above.

Purchaser:                               Stockholders
---------                                ------------

TIGER TELEMATICS, INC.                   _______________________________________
                                         Mace G. Gifford
By:________________________________
    Michael Carrender, CEO               _______________________________________
                                         Antonio Rodriguez

                                         _______________________________________
                                         Donna Butler
Company:
-------                                  _______________________________________
                                         Walter R. Fawcett
GLOBICOM, INC.
                                         _______________________________________
                                         William Jasperson
By:________________________________
    Greg Gifford, President and CEO      _______________________________________
                                         Roger & Judy Hill

                                         _______________________________________
                                         Ruben & Shelley Duron

                                         _______________________________________
                                         Gerry Mecca

                                         _______________________________________
                                         Rick Tanner

                                         _______________________________________
                                         Dal Barry

                                         _______________________________________
                                         Kevin Kerr

                                         _______________________________________
                                         Marcus and Linda Magee

                                         _______________________________________
                                         Carsten Holmdie

                                         PMT Research, Inc.

                                         By:_______________________________
                                         Name:_____________________________
                                         Title:____________________________

                                         Jasperson Marital Trust

                                         By:_______________________________
                                         Name:_____________________________
                                         Title:____________________________


                                       46
<PAGE>

                                     ANNEX I
                                  Stockholders
                                  ------------
Name and Address                                      Number of Globicom Shares
----------------                                      -------------------------

Mace G. Gifford                                              2,800,000
601 Gifford Ct.
Coppell, TX 75019

Antonio Rodriguez                                            1,500,000
3936 Cedar Bayou
Dallas, TX 75244

Donna Butler                                                 1,395,109
246 E. Elm Street
Albion, IL 62806

PMT Research, Inc., c/o Rae Albertini                          447,408
411 Southridge Lakes Parkway
Southlake, TX 76092

Walter R. Fawcett                                              225,454
600 N. Buffalo Grove Road-Suite 200
Buffalo Grove, IL 60089

William Jasperson                                              100,000
8111 Preston Road Suite 715
Dallas, TX 75225

Roger & Judy Hill                                               94,062
2801 Rock Port Cove
Grapevine, TX 76051

Jasperson Marital Trust                                         72,443
8111 Preston Road Suite 715
Dallas, TX 75225

Ruben & Shelley Duron                                           60,000
10 Winding Hollow
Coppell, TX 75019

Gerry Mecca                                                     50,000
2210 Mediterranean
Arlington, TX 76011

Rick Tanner                                                     40,000
2410 S. Stemmons Frwy Ste. F
Lewisville, TX 75067

Dal Barry                                                       32,000
7623 Queens Garden
Dallas, TX 75248

Kevin Kerr                                                      25,000
1400 Suncreek Dr.
Allen, TX 75013

Marcus and Linda Magee                                          10,000
2408 Ainsley Dr.
Flower Mound, TX 75028

Carsten Holmdie                                                 10,000
3925 Evesham Dr.
Plano, TX 75025

                                       47
<PAGE>

                                    ANNEX II

                              Certain Definitions
                              -------------------

                  "Acquisition Proposal" means any offer, proposal or indication
of  interest  in (i) the direct or  indirect  acquisition  or sale of all or any
material part of the Company or any of its  Subsidiaries  (whether by stock sale
or  asset  sale),  (ii)  a  merger,  consolidation  or  other  similar  business
combination, or a reorganization, recapitalization or other similar transaction,
directly or indirectly  involving the Company or any of its Subsidiaries,  (iii)
the direct or indirect  acquisition of any capital stock or other  securities of
the  Company or any of its  Subsidiaries,  or (iv) any stock sale or issuance or
debt and/or equity financing directly or indirectly involving the Company or any
of its Subsidiaries.

                  "Affiliate"  means, with respect to any Person, (i) a partner,
member, owner,  shareholder,  trustee,  director or officer of such Person or of
any Person identified in clause (iii) below, (ii) a spouse,  parent,  sibling or
descendant  of such  Person (or spouse,  parent,  sibling or  descendant  of any
partner, member, owner, shareholder, trustee, director or officer of such Person
or of any Person  identified in clause (iii) below),  and (iii) any other Person
that, directly or indirectly through one or more  intermediaries,  Controls,  is
Controlled by or is under common Control with such Person.

                  "Business Day" means any day that is not a Saturday, Sunday or
a day on which  banking  institutions  in New York,  New York are  authorized or
required to be closed.

                  "Capital  Lease"  means  any  obligation  to pay rent or other
amounts  under any lease of (or other  arrangement  conveying  the right to use)
assets or properties,  whether real,  personal or mixed,  which  obligations are
required to be classified and accounted for as capital leases on a balance sheet
of such Person as of such date computed in accordance with GAAP.

                  "Charter  Documents"  means,  (i) as to any  corporation,  the
articles,  certificate  or memorandum of  incorporation  or  association of such
corporation, the by-laws of such corporation, and each other instrument or other
document governing such corporation's existence and internal affairs, (ii) as to
any  limited  partnership,  the  certificate  of  limited  partnership  of  such
partnership,  the agreement of limited partnership of such partnership, and each
other instrument or other document  governing such  partnership's  existence and
internal  affairs,  (iii) as to any limited  liability  company,  the  articles,
certificate or memorandum of organization of such limited liability company, the
operating agreement of such limited liability company, and each other instrument
or other  document  governing  such limited  liability  company's  existence and
internal  affairs,  and (iv) as to any trust,  the agreement or other instrument
creating  such  trust  and  any  and  all  other   documents,   instruments  and
certificates  granting (and  limiting) the powers and  authorities of such trust
and the  trustee(s)  thereof and governing the activities and operations of such
trust and the  trustee(s)  thereof,  in each case in clauses  (i)  through  (iv)
above, as amended and restated and in effect at the time in question.

                  "Commission" means the Securities and Exchange Commission,  or
any Governmental Entity succeeding to the functions thereof.

                  "Contract"  means any loan or credit  agreement,  note,  bond,
mortgage,  indenture, license, lease, sublease, grant of easement, right of way,
purchase  order,  sale  order,  service  order,  or other  contract,  agreement,
commitment,  instrument,  permit,  concession,  franchise  or  license,  whether
written or oral.

                  "Control" means,  with respect to any Person,  the possession,
directly or  indirectly,  of the power to direct or cause the  direction  of the
management  or policies of a Person,  whether  through the  ownership  of voting
securities, by Contract or otherwise.

                  "Employee   Benefit   Plan"   means  (i)  any   qualified   or
non-qualified  Employee  Pension  Benefit  Plan (as  defined in Section  3(2) of
ERISA),  including  any  Multi-employer  Plan (as  defined in  Section  3(37) of
ERISA),  Multiple  Employer  Plan (as  defined in Section  413 of the Code),  or
Defined  Benefit  Pension Plan (as defined in Section 3(35) of ERISA),  (ii) any
Employee  Welfare  Benefit Plan (as defined in Section 3(1) of ERISA),  or (iii)
any employee benefit, fringe benefit, compensation, severance, incentive, bonus,
profit-sharing,   stock  option,  stock  purchase  or  other  plan,  program  or
arrangement, whether or not subject to ERISA and whether or not funded.

                  "Encumbrances"   means  and   includes   security   interests,
mortgages,  liens,  pledges,  charges,  easements,  reservations,  restrictions,

                                       48
<PAGE>

rights of way, servitudes,  options, rights of first refusal, community property
interests,  equitable  interests,   restrictions  of  any  kind  and  all  other
encumbrances,  whether  or  not  relating  to the  extension  of  credit  or the
borrowing of money.

                  "Environmental,  Health  and  Safety  Laws"  means  all  Laws,
Permits, Orders, Contracts and common law relating to or addressing pollution or
protection of the environment,  public health and safety, or employee health and
safety,   including  all  those  relating  to  the  presence,  use,  production,
generation,    handling,    transportation,    treatment,   storage,   disposal,
distribution,  labeling,  testing,  processing,  discharge,  release, threatened
release,  control or cleanup of any hazardous  materials,  substances or wastes,
chemical substances or mixtures,  pesticides,  pollutants,  contaminants,  toxic
chemicals,   petroleum   products  or  byproducts,   asbestos,   polychlorinated
biphenyls,  noise or radiation,  in each case as amended and in effect from time
to time.

                  "ERISA" means the Employee  Retirement  Income Security Act of
1974,  as amended,  and any  successor  legislation  thereto,  and the rules and
regulations promulgated thereunder, all as the same shall be in effect from time
to time.

                  "ERISA Affiliate" means, with respect to any Person, any other
Person that is a member of a  "controlled  group of  corporations"  with,  or is
under  "common  control"  with, or is a member of the same  "affiliated  service
group" with such Person as defined in Section 414(b),  414(c),  414(m) or 414(o)
of the Code.

                  "Funded   Indebtedness"  means,   without   duplication,   the
aggregate  amount   (including  the  current   portions   thereof)  of  all  (i)
indebtedness for money borrowed by the Company or any of its  Subsidiaries  from
other Persons  (including  any  prepayment  and similar  penalties) and purchase
money  indebtedness  (other  than  accounts  payable in the  ordinary  course of
business,  consistent  with  past  practice);  (ii)  indebtedness  of  the  type
described in clause (i) above guaranteed,  directly or indirectly, in any manner
by the Company or any of its Subsidiaries or in effect  guaranteed,  directly or
indirectly,  in any manner by the Company or any of its  Subsidiaries  through a
Contract or other  understanding  or  arrangement,  contingent or otherwise,  to
supply  funds to, or in any other manner  invest in, the debtor,  or to purchase
indebtedness,  or to purchase and pay for  property if not  delivered or pay for
services if not  performed,  primarily for the purpose of enabling the debtor to
make  payment of the  indebtedness  or to assure the owners of the  indebtedness
against loss (any such  Contract or other  understanding  or  arrangement  being
referred to as a "Guaranty") (but the term "Guaranty" shall exclude endorsements
of checks and other  instruments in the ordinary course or business,  consistent
with past practice);  (iii) all indebtedness of the type described in clause (i)
above secured by any Encumbrance  upon assets or properties owned by the Company
or any of its  Subsidiaries  even though the Company or any such  Subsidiary has
not in any manner  become  liable for the  payment  of such  indebtedness;  (iv)
Capital  Leases,  and (v) all  interest  expense and other  charges  accrued but
unpaid, and all prepayment penalties and premiums, on or relating to any of such
indebtedness. Funded Indebtedness of the Company and each of its Subsidiaries as
of the date hereof is set forth on Schedule 4.13(d).

                  "GAAP" means generally accepted  accounting  principles in the
United  States,  as promulgated  by the American  Institute of Certified  Public
Accountants, consistently applied.

                  "Governmental Entity" means any domestic or foreign government
or political  subdivision thereof,  whether on a federal,  state,  provincial or
local level and whether legislative,  executive,  judicial in nature,  including
any agency,  authority,  board, bureau,  commission,  court, department or other
instrumentality thereof.

                  "Guaranty"  has the meaning  given to it in the  definition of
Funded Indebtedness.

                  "Income Taxes" means all income Taxes (including any Tax on or
based upon net income,  gross  income,  income as specially  defined,  earnings,
profits or selected items of income,  earnings or profits (including state Taxes
imposed on subchapter S corporations)).

                  "Indemnified   Persons"   means  and   includes   the   Seller
Indemnified  Persons and/or the Purchaser  Indemnified  Persons, as the case may
be.

                  "Indemnifying   Persons"   means  and   includes   the  Seller
Indemnifying Persons and/or the Purchaser  Indemnifying Persons, as the case may
be.

                  "Intellectual Property Rights" means all intellectual property
rights,   including  patents,   patent   applications,   trademarks,   trademark
applications,  trade names,  service  marks,  service mark  applications,  trade
dress,  logos  and  designs,  and the  goodwill  connected  with the  foregoing,

                                       49
<PAGE>

copyrights and copyright  applications,  know-how,  trade  secrets,  proprietary
processes  and  formulae,   confidential  information,   franchises,   licenses,
inventions,  instructions,  marketing  materials and all documentation and media
constituting,  describing  or  relating  to the  foregoing,  including  manuals,
memoranda and records.

                  "Law" means any applicable  domestic or foreign law,  statute,
treaty, rule, directive,  regulation,  ordinance or similar provision having the
force or effect of law, whether on a federal,  state,  provincial or local level
(including all  Environmental,  Health and Safety Laws), or any applicable Order
of any Governmental Entity.

                  "Liability"  means  any  actual  or  potential   liability  or
obligation,  whether  known or  unknown,  asserted  or  unasserted,  absolute or
contingent, accrued or unaccrued, or liquidated or unliquidated, and whether due
or to become due, regardless of when asserted.

                  "Litigation Expense" means any out-of-pocket expenses incurred
in connection  with  investigating,  defending or asserting any claim,  legal or
administrative  action,  suit or Proceeding  incident to any matter  indemnified
against hereunder, including court filing fees, court costs, arbitration fees or
costs,  witness  fees,  and fees and  disbursements  of outside  legal  counsel,
investigators, expert witnesses, accountants and other professionals.

                  "Losses"  means any and all losses  (including a diminution in
the value of the Company's capital stock), claims, shortages,  damages, expenses
(including  reasonable attorneys' and accountants' and other professionals' fees
and Litigation Expenses),  assessments,  Taxes (including interest and penalties
thereon), and insurance premium increases arising from or in connection with any
such  matter that is the  subject of  indemnification  under  Article  VIII,  as
reduced by (i) the amount actually  recovered  under insurance  policies (net of
deductibles and incidental expenses resulting therefrom),  and (ii) Tax benefits
actually  realized  under  Tax  Laws  in  respect  of  such  Losses,  net of all
reasonable costs and expenses of recovering any such Tax benefits.  For purposes
of  determining  Tax benefits  actually  realized,  there shall be included only
those Tax benefits  resulting from such Loss that are actually  realized  before
the  taxable  year in which a payment for a Loss is  received  and Tax  benefits
resulting from such Loss that are actually realized in the taxable year in which
a payment for a Loss is  received,  as  increased by (x) the amount of any Taxes
payable on such indemnification  payment and (y) the amount of any Taxes payable
on the payment referred to in clause (x) hereof.

                  "Market  Price"  of any  security  means  the  average  of the
closing prices of such  security's  sales on all  securities  exchanges on which
such  security may at the time be listed,  or, if there has been no sales on any
such exchange on any day, the average of the highest bid and lowest asked prices
on all such exchanges at the end of such day, or, if on any day such security is
not so listed,  the average of the representative bid and asked prices quoted in
the  NASDAQ  System  as of 4:00  P.M.,  New York  time,  or,  if on any day such
security is not quoted in the NASDAQ System,  the average of the highest bid and
lowest  asked  prices  on such day in the  domestic  over-the-counter  market as
reported  by  the  National  Quotation  Bureau,  Incorporated,  or  any  similar
successor  organization,  in each such case averaged over a period of 15 trading
days  consisting of the day as of which "Market  Price" is being  determined and
the 14 consecutive business days prior to such day.

                  "NASDAQ" means the National Association of Securities Dealers,
Inc. Automated Quotation System.

                  "Orders"   means   judgments,   writs,   decrees,   compliance
agreements,  injunctions or judicial or administrative orders and determinations
of any Governmental Entity or arbitrator.

                  "Permits"   means  all  permits,   licenses,   authorizations,
registrations,  franchises,  approvals,  consents,  certificates,  variances and
similar rights obtained, or required to be obtained, from a Governmental Entity.

                  "Permitted  Encumbrances" means (i) Encumbrances for Taxes not
yet due and payable or being contested in good faith by appropriate  Proceedings
and for which  there are  adequate  reserves  on the  books,  (ii)  workers'  or
unemployment  compensation liens arising in the ordinary course of business, and
(iii) mechanic's,  materialman's,  supplier's, vendor's or similar liens arising
in the ordinary  course of business,  consistent  with past  practice,  securing
amounts that are not delinquent.

                  "Person"  shall be  construed as broadly as possible and shall
include an individual  or natural  person,  a  partnership  (including a limited
liability  partnership),   a  corporation,   a  limited  liability  company,  an
association,  a joint stock company, a trust, a joint venture, an unincorporated
organization, a business, a Governmental Entity, and any other entity.

                                       50
<PAGE>

                  "Proceeding"   means  any  action,   suit,   investigation  or
proceeding before any Governmental Entity or arbitrator.

                  "Purchaser   Indemnified   Persons"  means  and  includes  the
Purchaser and its Affiliates  (including,  following the Closing,  the Company),
their respective successors and assigns, and the respective officers,  directors
and controlling parties of each of the foregoing;  provided,  however,  that any
such Person who was, prior to the Closing Date, an officer, director,  employee,
Affiliate,  successor or assign of the Company or any of its Subsidiaries,  or a
Stockholder,  shall not in such capacity, be a Purchaser Indemnified Person with
respect to a breach of this Agreement or any Related  Document based on facts or
circumstances  occurring,  or actions  taken by such Person,  at or prior to the
Closing.

                  "Purchaser  Indemnifying  Persons" means the Purchaser and its
successors.

                  "Purchaser   Losses"  means  any  and  all  Losses  sustained,
suffered or incurred by any  Purchaser  Indemnified  Person  arising  from or in
connection with any matter that is the subject of indemnification  under Article
VIII.
                  "Securities"  means "securities" as defined in Section 2(1) of
the Securities Act.

                  "Securities Act" means the Securities Act of 1933, as amended,
or  any  successor  federal  statute,  and  the  rules  and  regulations  of the
Commission promulgated thereunder,  all as the same shall be in effect from time
to time.

                  "Securities  Exchange Act" means the United States  Securities
Exchange Act of 1934, as amended,  or any  successor  federal  statute,  and the
rules and regulations of the Commission promulgated thereunder,  all as the same
shall be in effect from time to time.

                  "Seller Indemnified  Persons" means and includes either (i) if
the Closing does not occur,  the Company,  each of the  Company's  Subsidiaries,
each Stockholder, and their respective Affiliates, directors, officers, personal
representatives, estates, heirs, successors and permitted assigns or (ii) if the
Closing  occurs,  each  Stockholder  and his personal  representatives,  estate,
heirs, successors and permitted assigns.

                  "Seller Indemnifying Persons" means and includes either (i) if
the Closing does not occur,  the Company,  each of the  Company's  Subsidiaries,
each Stockholder, and their respective personal representatives, estates, heirs,
successors  and  permitted  assigns,   or  (ii)  if  the  Closing  occurs,  each
Stockholder  and his personal  representative,  estate,  heirs,  successors  and
permitted assigns.

                  "Seller Losses" means any and all Losses  sustained,  suffered
or incurred by any Seller  Indemnified Person arising from or in connection with
any matter that is the subject of indemnification under Article VIII.

                  "Subsidiary"  means,  with  respect to any  Person,  any other
Person (i) whose  Securities  having a majority of the general  voting  power in
electing  the board of  directors or  equivalent  governing  body of such Person
(excluding  Securities  entitled to vote only upon the failure to pay  dividends
thereon or the occurrence of other  contingencies)  are, at the time as of which
any  determination  is being  made,  owned by such  Person  either  directly  or
indirectly through one or more other entities constituting Subsidiaries, or (ii)
a fifty percent (50%) interest in the profits or capital of whom is, at the time
as of which  any  determination  is being  made,  owned  by such  Person  either
directly  or  indirectly  through  one  or  more  other  entities   constituting
Subsidiaries.

                  "Tax Return" means any return, declaration,  report, claim for
refund,  or  information  return or statement  relating to Taxes,  including any
schedule or attachment thereto, and including any amendment thereof.

                  "Taxes"  means,  with  respect to any  Person,  (i) all Income
Taxes and all gross  receipts,  sales,  use,  ad valorem,  transfer,  franchise,
license, withholding, payroll, employment, excise, severance, stamp, occupation,
premium,  property or windfall  profits  taxes,  alternative  or add-on  minimum
taxes, customs duties and other taxes, fees,  assessments or charges of any kind
whatsoever,  together  with all  interest and  penalties,  additions to tax, and
other additional  amounts imposed by any taxing authority  (domestic or foreign)
on such Person, and (ii) any liability for the payment of any amount of the type
described in the  foregoing  clause (i) as a result of (A) being a  "transferee"
(within the meaning of Section 6901 of the Code or any other  applicable Law) of
another  Person,  (B) being a member of an affiliated,  combined or consolidated
group, or (C) a Contract or other understanding or arrangement.

                                       51
<PAGE>

                  "TGTL Shares" means,  restricted  shares of common stock, .001
Dollar par value per share,  of  Purchaser,  issued as  "restricted  securities"
within the meaning of the Securities Act and  represented by stock  certificates
bearing the following  legend:  "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE
HAVE  BEEN  ACQUIRED  FOR  INVESTMENT  AND HAVE NOT BEEN  REGISTERED  UNDER  THE
SECURITIES ACT OF 1933, AS AMENDED,  OR ANY STATE SECURITIES LAWS.  WITHOUT SUCH
REGISTRATIONS,  SUCH  SECURITIES  MAY  NOT BE  SOLD,  PLEDGED,  HYPOTHECATED  OR
OTHERWISE  TRANSFERRED,  EXCEPT  UPON  DELIVERY  TO THE COMPANY OF AN OPINION OF
COUNSEL  REASONABLY  ACCEPTABLE TO THE COMPANY THAT SUCH  REGISTRATIONS  ARE NOT
REQUIRED FOR SUCH  TRANSFER OR THE  SUBMISSION TO THE COMPANY TO THE EFFECT THAT
ANY SUCH  TRANSFER  WILL NOT BE IN VIOLATION OF THE  SECURITIES  ACT OF 1933, AS
AMENDED,  APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED
THEREUNDER."










                                       52
<PAGE>

                                    EXHIBIT A
                                    ---------

                            Form of Escrow Agreement

                                ESCROW AGREEMENT

         This  ESCROW  AGREEMENT  dated as of June ____,  2005,  is by and among
TIGER  TELEMATICS,  INC, a Delaware  corporation  ("Purchaser"),  the individual
stockholders  of Globicom,  Inc., a Texas  corporation,  set forth on Schedule A
attached hereto  (collectively,  the "Stockholders"),  and Smith Hulsey & Busey,
P.A., as escrow agent ("Escrow Agent").

         Preliminary   Statement.   Pursuant  to  that  certain  Stock  Purchase
Agreement dated as of June 17, 2005 (the  "Agreement"),  Purchaser acquired from
the  Stockholders a total of 6,861,476  issued and outstanding  shares of common
stock of Globicom,  Inc., a Texas corporation  ("Globicom").  In accordance with
Article 1 of the Agreement,  Purchaser has agreed to place an aggregate total of
138,462 TGTL Shares,  registered in the names of the  Stockholders in accordance
with Schedule A attached hereto (the "Escrow  Stock"),  into escrow on the terms
set forth herein.  The Escrow Stock  represents  the TGTL Shares  Portion of the
Purchase  Price paid by Purchaser to  Stockholders  pursuant to the terms of the
Agreement.  The  purpose of this Escrow  Agreement  is to  establish  the escrow
arrangements  for  the  Escrow  Stock  and to set  forth  the  agreements  among
Purchaser, each Stockholder and Escrow Agent with respect thereto.

         ACCORDINGLY, the parties hereto agree as follows:

         Section 1. Terms.  All terms used herein  without  definition  that are
defined in the Agreement shall have the same meanings herein as they have in the
Agreement.

         Section 2. Escrow Agent.  Each Stockholder and Purchaser hereby appoint
and designate Escrow Agent to act as the Escrow Agent for the purposes set forth
herein, and Escrow Agent hereby accepts such appointment and designation.

         Section 3.    Deposit  of  Stock   Certificate.   Escrow  Agent  hereby
acknowledges receipt from Purchaser of the Escrow Stock.

         Section 4. Escrow  Agent's  Duties.  Stockholder  and Purchaser  hereby
authorize  Escrow  Agent to hold and  disburse the Escrow Stock on the terms set
forth  in  this  Escrow  Agreement  and in  accordance  with  the  terms  of the
Agreement.  Escrow Agent undertakes to perform only such duties as are expressly
set forth herein,  and there shall be no implied duties or  obligations  imposed
upon Escrow Agent.

         Section  5.  Disbursement  of Escrow  Stock.  Upon  receipt  of written
instructions  signed by Purchaser,  Escrow Agent shall be authorized to disburse
the Escrow Stock in accordance with such instructions.

Purchaser and each  Stockholder  acknowledge and agree that shares of the Escrow
Stock  may be  used  to  satisfy  Purchaser  Losses  incurred  by any  Purchaser
Indemnified  Persons  pursuant  to  which  indemnification  is  payable  by  the
Stockholders  pursuant  to  Article  8  of  the  Agreement  or  otherwise.   The
obligations  of the Seller  Indemnifying  Persons  to  indemnify  the  Purchaser
Indemnified  Persons for  Purchaser  Losses shall be paid by  forfeiting  for no
consideration,  that  number of TGTL  Shares,  to the extent  then  outstanding,
having a Market Price (as determined at the time of such forfeiture by the Board
of Directors of the Purchaser) equal to the amount of the Purchaser Losses. Each
Stockholder  acknowledges  and agrees that  Purchaser  may cancel that number of
TGTL Shares that were forfeited to satisfy  Purchaser Losses and Purchaser shall
cause Purchaser's  transfer books to reflect that such shares of TGTL Stock have
been canceled.  After the Purchaser's transfer books have been so modified,  the
Stockholder  shall not be considered  to own any forfeited  shares of TGTL Stock
and shall have no rights as a stockholder  of the Purchaser to the extent of the
shares of TGTL Stock so canceled. Each Stockholder hereby appoints the secretary
of the Purchaser as his, her or its agent and  attorney-in-fact  for the purpose
of  executing  and  delivering  any and all  documents  necessary  to effect the
provisions  of  this  Section  5,  and  any   cancellation  by  such  agent  and
attorney-in-fact  shall be a  cancellation  of all of the  Stockholder's  right,
title and interest in and to the TGTL Stock so cancelled. This power of attorney
is coupled with an interest and shall not expire upon the death or incapacity of
a Stockholder,  nor may this power of attorney be terminated by a Stockholder as
long as this Agreement remains in effect.

Purchaser  and  Stockholder  acknowledge  and agree that in the event  Purchaser
notifies Escrow Agent that a Purchaser  Indemnified  Person has made a claim for
indemnification  pursuant to Article 8 of the Agreement specifying the amount of

                                       53
<PAGE>

such claim and the number of shares of Escrow  Stock  required  to satisfy  such
claim based on the then current Market Price (the "Reserve Stock"), Escrow Agent
shall not  disburse or  distribute  any of the Reserve  Stock until Escrow Agent
receives  written  instructions  from  Purchaser  directing  Escrow Agent on the
proper  disbursement  or  cancellation  of the Reserve Stock or as directed by a
court of competent jurisdiction. Purchaser and Stockholder acknowledge and agree
that the Reserve Stock will be reserved and withheld from shares of Escrow Stock
that would otherwise be distributed to Stockholder pursuant to the Agreement.

         Section 6.  Nature of Escrow  Obligations.  The duties of Escrow  Agent
hereunder are purely  ministerial in nature,  and it shall not be liable for any
error of  judgment,  fact or law, or any act done or omitted to be done,  except
for its own gross  negligence or willful  misconduct.  Its  determination  as to
whether an event or condition has occurred,  or been met or satisfied,  or as to
whether a provision of this Escrow  Agreement has been  complied  with, or as to
whether  sufficient  evidence of the event or condition or  compliance  with the
provision has been furnished to it, shall not subject it to any claim, liability
or obligation whatsoever,  even if it shall be found that such determination was
improper  or  incorrect,  provided  only that  Escrow  Agent shall not have been
guilty of gross negligence or willful  misconduct in making such  determination.
Escrow Agent shall not be  responsible  for the  genuineness  or validity of any
document or item  deposited  with it or any notice or  instruction  given to it,
other than to follow faithfully the instructions  contained herein, and it shall
be  protected  fully in acting in  accordance  with any written  instruction  or
instrument  given to it hereunder  and believed by it to have been signed by the
proper parties.

         Section 7.  Conflicting  Notices.  If at any time  Escrow  Agent  shall
receive conflicting notices, claims, demands or instructions with respect to the
Escrow  Stock,  or if for any other  reason it shall be unable in good  faith to
determine  the party  entitled to receive  the Escrow  Stock,  Escrow  Agent may
refuse to take any action and may  retain  the  Escrow  Stock in its  possession
until it shall have received instructions in writing concurred in by all parties
in  interest,  or until  directed  by an  arbitration  award or a final order or
judgment  of a court of  competent  jurisdiction,  whereupon  it shall make such
disposition  in  accordance  with  such  instructions  or such  award,  order or
judgment.  If  Escrow  Agent is  unable  to  determine  in good  faith the party
entitled to receive the Escrow Stock,  Escrow Agent may commence an  arbitration
proceeding  in  Jacksonville,  Florida,  in  accordance  with  the  Rules of the
American Arbitration  Association then in effect, and all parties agree that any
dispute in determining  the entitlement to the Escrow Stock or any other dispute
under this Escrow  Agreement  shall be determined  exclusively by arbitration in
Jacksonville,  Florida,  and the determination of the arbitration panel shall be
binding  on  Purchaser,   Stockholder,  and  Escrow  Agent.  The  costs  of  the
arbitration proceeding shall be borne equally between Purchaser and Stockholder.

         Section 8. Resignation of Escrow Agent.  Escrow Agent may resign at any
time upon giving the parties hereto fifteen (15) days' notice to that effect. In
such event the successor escrow agent shall be such person,  firm or corporation
as shall be selected  by  Purchaser.  Escrow  Agent's  resignation  shall not be
effective  until a successor  escrow  agent  agrees to act  hereunder;  provided
however,  in the event no successor  escrow agent is appointed and acting within
fifteen (15) days after such  notice,  Escrow Agent may deposit the Escrow Stock
at any time thereafter  into the registry of a court of competent  jurisdiction.
Upon the  delivery of the Escrow  Stock to a successor  escrow agent or into the
registry of such court,  Escrow Agent shall be released and discharged  from any
further liability or obligation hereunder.

         Section 9. Indemnification of Escrow Agent. From and at all times after
the date of this Escrow Agreement,  Purchaser and each Stockholder,  jointly and
severally,  shall, to the fullest extent permitted by law, defend, indemnify and
hold harmless,  Escrow Agent and each  director,  officer,  employee,  attorney,
agent and affiliate of Escrow Agent  (collectively,  the "Indemnified  Parties")
against any and all actions,  claims  (whether or not valid),  losses,  damages,
liabilities,  costs and  expenses  of any kind or nature  whatsoever  (including
without limitation  reasonable  attorneys' fees, costs and expenses) incurred by
or  asserted  against  any of the  Indemnified  Parties  from and after the date
hereof,  whether direct,  indirect or  consequential,  as a result of or arising
from or in any way relating to any claim,  demand,  suit,  action or  proceeding
(including any inquiry or  investigation) by any person,  whether  threatened or
initiated,  arising from or in  connection  with the  negotiation,  preparation,
execution, performance or failure of performance of this Escrow Agreement or any
transactions contemplated herein, whether or not any such Indemnified Party is a
party to any such action, proceeding,  suit or the target of any such inquiry or
investigation; provided, however, that no Indemnified Party shall have the right
to be indemnified  hereunder for any liability finally  determined by a court of
competent  jurisdiction,  subject to no further appeal,  to have resulted solely
from the gross negligence or willful  misconduct of such Indemnified Party. Each
Indemnified  Party shall, in its sole  discretion,  have the right to select and
employ separate  counsel with respect to any action or claim brought or asserted
against it, and the reasonable fees of such counsel shall be paid upon demand by
the  Purchaser  and  Stockholder  jointly  and  severally.  The  obligations  of
Purchaser and Stockholder  under this Section 9 shall survive any termination of
this Escrow Agreement and the resignation or removal of Escrow Agent.

                                       54
<PAGE>

         Section 10. Notices. Any notices or other communications to Stockholder
or Purchaser  shall be  personally  delivered,  sent by certified or  registered
mail,  return  receipt  requested,  by Federal  Express or similar  service that
records  delivery,  or by  facsimile  transmission  combined  with  any  of  the
foregoing  methods of notice, to the addresses set forth below, or to such other
address as Stockholder or Purchaser may designate, from time to time, by written
notice to the other.

If to Stockholder:

To the address listed on Schedule A attached hereto.

If to Purchaser:

Tiger Telematics, Inc.
10201 Centurion Parkway North, Suite 600
Jacksonville, Florida 32256
Attention:  Michael W. Carrender
Telephone No.: (904) 279-9240
Facsimile No.:  (904) 279-9242

If to Escrow Agent, to:

Smith Hulsey & Busey
1800 First Union National Bank Tower
225 Water Street
Jacksonville, Florida 32202
Attn:  John R. Smith, Jr., Esq.
Telephone No.: (904) 359-7700
Facsimile No.:  (904) 359-7708

         Section 11. Entire Agreement. This Escrow Agreement contains the entire
agreement  among the parties with  respect to the subject  matter  hereof.  This
Escrow  Agreement  may  not  be  amended,  supplemented  or  discharged,  and no
provision hereof may be modified or waived, except expressly by an instrument in
writing signed by all of the parties hereto.  No waiver of any provision  hereof
by any party shall be deemed a continuing waiver of any matter by such party.

         Section 12.  Severability.  If any term,  covenant or condition of this
Escrow Agreement or the application thereof to any person or circumstance shall,
to any  extent,  be invalid  or  unenforceable,  the  remainder  of this  Escrow
Agreement or the  application of such term,  covenant or condition to persons or
circumstances, other than those as to which it is held invalid or unenforceable,
shall not be affected  thereby,  and each term,  covenant or  condition  of this
Escrow  Agreement shall be valid and be enforced to the fullest extent permitted
by law.

         Section 13.  Construction.  This Escrow  Agreement shall be governed by
and construed in accordance  with the laws of the State of Florida.  The parties
acknowledge  and agree that they have been  represented by counsel and that they
have  participated in the drafting of this Escrow  Agreement.  Accordingly,  the
parties agree that the language,  terms and conditions in this Escrow  Agreement
are not to be  construed  in any way against or in favor of any party  hereto by
reason of the responsibilities of the parties in connection with the preparation
of this Escrow Agreement.

         Section 14.  Assignments.  Except as provided in Section 8 hereof, this
Escrow  Agreement  may not be  assigned  by any party  hereto  without the prior
written consent of the other parties, and any purported  assignment  (including,
without limitation, any such action pursuant to any action of any federal, state
or other governmental agency) without such consent shall be void.


                                       55
<PAGE>

IN WITNESS  WHEREOF,  the parties hereto have executed and delivered this Escrow
Agreement as of the day and year first above written.

                                           TIGER TELEMATICS, INC.



                                           By:__________________________________
                                               Michael W. Carrender, CEO


                                           STOCKHOLDER


                                           _____________________________________
                                           Print Name:__________________________


                                           SMITH HULSEY & BUSEY, P.A.



                                           By:__________________________________
                                           A Shareholder






                                       56
<PAGE>

                                   SCHEDULE A
                                   ----------

Name and Address                                          Number of TGTL Shares
----------------                                          ---------------------

Mace G. Gifford                                                   47,686
601 Gifford Ct.
Coppell, TX 75019

Antonio Rodriguez                                                 25,560
3936 Cedar Bayou
Dallas, TX 75244

Donna Butler                                                      23,760
246 E. Elm Street
Albion, IL 62806

PMT Research, Inc., c/o Rae Albertini                              7,615
411 Southridge Lakes Parkway
Southlake, TX 76092

Walter R. Fawcett                                                  3,835
600 N. Buffalo Grove Road-Suite 200
Buffalo Grove, IL 60089

William Jasperson                                                  1,703
8111 Preston Road Suite 715
Dallas, TX 75225

Roger & Judy Hill                                                  1,606
2801 Rock Port Cove
Grapevine, TX 76051

Jasperson Marital Trust                                            1,232
8111 Preston Road Suite 715
Dallas, TX 75225

Ruben & Shelley Duron                                              1,025
10 Winding Hollow
Coppell, TX 75019

Gerry Mecca                                                          858
2210 Mediterranean
Arlington, TX 76011

Rick Tanner                                                          678
2410 S. Stemmons Frwy Ste. F
Lewisville, TX 75067

Dal Barry                                                            540
7623 Queens Garden
Dallas, TX 75248

Kevin Kerr                                                           429
1400 Suncreek Dr.
Allen, TX 75013

Marcus and Linda Magee                                               166
2408 Ainsley Dr.
Flower Mound, TX 75028

Carsten Holmdie                                                      166
3925 Evesham Dr.
Plano, TX 75025

                                       57
<PAGE>

                                    EXHIBIT C
                                    ---------

                 Form of Employment Agreement with Greg Gifford

                              EMPLOYMENT AGREEMENT

         This  EMPLOYMENT  AGREEMENT  (this  "Agreement"),  dated as of June 17,
2005, is by and between GLOBICOM INC., a Texas corporation (the "Company"),  and
MACE G. GIFFORD (the "Employee").

                                    PREAMBLE

         The Company and the Employee are  entering  into this  Agreement to set
forth the terms of the Employee's employment with the Company.

         ACCORDINGLY,   in   consideration   of  the   mutual   representations,
warranties,  covenants and agreements set forth in this Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged  by the Company  and the  Employee,  the  Company and the  Employee
hereby agree as follows:

         Section 1. Duties. On the terms and subject to the conditions contained
in this Agreement, the Employee will be employed by the Company as President and
General  Manager.  The Employee shall perform such duties and services on behalf
of the Company and its subsidiaries  and other  affiliates  consistent with such
position as may  reasonably be assigned to the Employee from time to time by the
Board of Directors of the Company (the  "Board") or the more senior  officers of
the Company.

         Section  2. Term.  Unless  sooner  terminated  in  accordance  with the
applicable  provisions of this Agreement,  the Employee's  employment  hereunder
shall be for the period  (including  any  extensions  thereof,  the  "Employment
Period")  commencing on the date hereof (the "Commencement  Date") and initially
ending on the first  anniversary  of the date hereof.  Subject to the applicable
provisions of this  Agreement  regarding  earlier  termination,  the  Employment
Period shall be extended  automatically one day prior to each anniversary of the
Commencement Date,  beginning with the first anniversary  thereof,  in each case
for an additional period of one year.

         Section  3. Time to be  Devoted to  Employment;  Place of  Performance.
During the  Employment  Period,  the Employee shall devote all of the Employee's
working  energies,  efforts,  interest,  abilities and time  exclusively  to the
business and affairs of the Company and its subsidiaries  and other  affiliates.
The Employee  shall not engage in any other  business or activity  that,  in the
reasonable  judgment  of  the  Board,  would  conflict  or  interfere  with  the
performance  of the Employee's  duties as set forth herein,  whether or not such
activity is pursued for gain, profit or other pecuniary advantage.  The Employee
shall  perform  his duties and conduct his  business at the  principal  Employee
offices of the Company, except for required travel on the Company's business.

         Section 4. Base Salary; Bonus; Benefits.

                  (a)      During the Employment  Period, the Company (or any of
its  subsidiaries  or other  affiliates)  shall pay the  Employee an annual base
salary (the "Base Salary") of Ninety Thousand Dollars  ($90,000.00),  payable in
such  installments  (but not less often than monthly) as is generally the policy
of the  Company  from  time to time  with  respect  to the  payment  of  regular
compensation  to its  executive  officers.  During the  Employment  Period,  the
Employee  will be  entitled  to (i) no less  than  two (2)  weeks  vacation  per
calendar year occurring during the Employment Period,  which shall accrue and be
taken in accordance  with the Company's  policy in effect from time to time, and
(ii) such other  benefits  as may be made  available  from time to time to other
executive  officers of the Company  generally,  including,  without  limitation,
participation  in such  health,  life  and  disability  insurance  programs  and
retirement  or  savings  plans,  if any,  as the  Company  may from time to time
maintain in effect,  subject to the Company's rights from time to time to amend,
modify,  change or terminate in any respect any of its employee  benefit  plans,
policies, programs or benefits.

                  (b)      In addition to the Base Salary and benefits set forth
in  10.14(a),  during the  Employment  Period the  Employee  will be eligible to
receive an equity incentive bonus based on the earn out schedule attached hereto
as Schedule A, as determined by the Board in its sole  discretion,  with respect
to each calendar year occurring  during the Employment  Period,  commencing with
calendar  year  2005.  Anything  contained  in this  Agreement  to the  contrary
notwithstanding, if the Employee's employment with the Company is terminated for
any reason,  neither the Company nor any of its subsidiaries or other affiliates
shall be  obligated  to pay the  Employee any bonus with respect to the calendar
year of the Company in which such termination occurred or thereafter.

                                       58
<PAGE>

                  (c)      All references  herein to  compensation to be paid to
the Employee are to the gross  amounts  thereof that may be due  hereunder.  The
Company  shall have the right to deduct  therefrom all sums that may be required
to be  deducted or  withheld  under any  provision  of law  (including,  without
limitation,  social security  payments,  income tax  withholding,  and any other
deduction required by law) as in effect at all relevant times during the term of
this Agreement.

         Section 5. Reimbursement of Expenses. During the Employment Period, the
Company shall reimburse the Employee in accordance with the Company's policy for
all reasonable and necessary traveling expenses and other disbursements incurred
by the  Employee  for or on  behalf  of  the  Company  in  connection  with  the
performance of the Employee's  duties hereunder upon presentation of appropriate
receipts or other  documentation  therefor,  in accordance  with all  applicable
policies of the Company.

         Section 6.  Termination.  The  Company  may  terminate  the  Employee's
employment  hereunder at any time with or without "cause" by giving the Employee
written notice of such  termination,  which termination shall be effective as of
the date set forth in such notice,  provided that such date shall not be earlier
than the date of such notice.

         Section  7.  Effect  of   Termination.   Upon  the  effective  date  of
termination  of the  Employee's  employment  under this  Agreement,  neither the
Employee  nor the  Employee's  beneficiaries  or estate  shall have any  further
rights  under this  Agreement  or any claims  against  the Company or any of its
subsidiaries or other affiliates arising out of this Agreement, except the right
to receive, within thirty (30) days after the effective date of such termination
(or such earlier period as may be required by applicable law):

                           (i)      the  unpaid   portion  of  the  Base  Salary
         provided  for  in  Section  4,  computed  on a per  diem  basis  to the
         effective date of such termination; and

                           (ii)     reimbursement for any expenses for which the
         Employee shall not have  theretofore  been  reimbursed,  as provided in
         Section 5.

         Section 8. Disclosure of Information; Non-competition.

                  (d)      From and after the date hereof,  the  Employee  shall
not at any time use or disclose,  divulge,  furnish,  or make  accessible to any
person or entity  (other than any  officer,  director,  employee,  affiliate  or
representative  of the  Company),  except as  required  in  connection  with the
performance of the Employee's duties under and in compliance with this Agreement
and as required by law and judicial process (after giving the Company reasonably
timely  notice of the  receipt of any such legal or judicial  requirement),  any
Confidential  Information  (as defined in Section 8(e))  heretofore  acquired or
acquired during the Employment Period for any reason or purpose whatsoever,  nor
shall  the  Employee  make use of any of the  Confidential  Information  for the
Employee's  own  purposes or for the benefit of any person or entity  except the
Company or any of its subsidiaries or other affiliates.

                  (e)      For   purposes  of  this   Agreement,   "Confidential
Information" means (i) the Intellectual Property Rights (as defined in 10.14(f))
of the Company and its  subsidiaries  and other  affiliates,  and (ii) all other
knowledge and  information of a proprietary or  confidential  nature relating to
the Company or any of its subsidiaries or other  affiliates,  or the business or
assets of the Company or any of its subsidiaries or other affiliates, including,
without limitation,  books, records,  agent and independent contractor lists and
related information,  customer lists and related  information,  vendor lists and
related  information,  supplier  lists  and  related  information,  distribution
channels,  pricing information,  cost information,  marketing plans, strategies,
forecasts,  financial  statements,  budgets  and  projections,  other  than  (A)
information  that is generally  available  to the public on the date hereof,  or
that becomes  generally  available  to the public after the date hereof  without
action by the Employee,  or (B)  information  that the Employee  receives from a
third party who does not have any independent  obligation to the Company to keep
such information confidential.

                  (f)      For   purposes   of   this   Agreement,    the   term
"Intellectual  Property Rights" means all industrial and  intellectual  property
rights,  including,  without limitation,  patents, patent applications,  letters
patent, patent rights, trademarks,  trademark applications, trade names, service
marks, service mark applications,  copyrights, copyright applications, know-how,
certificates of public convenience and necessity,  franchises,  licenses,  trade
secrets,   proprietary   processes   and  formulae,   inventions,   discoveries,
improvements,  ideas,  development  tools,  marketing  materials,  instructions,
confidential information,  trade dress, logos and designs, and all documentation
and media constituting, describing or relating to the foregoing.

                                       59
<PAGE>

                  (g)      The Employee shall not during the  Employment  Period
and the  period  commencing  on the  effective  date of the  termination  of his
employment with the Company and its  subsidiaries  and other  affiliates for any
reason  and  ending on the  second  anniversary  of the  effective  date of such
termination   of   employment   (such   periods   together   being   called  the
"Non-competition Period" herein) (i) in any geographic area where the Company or
any of its  subsidiaries  or  other  affiliates  conducts  business  during  the
Non-competition  Period,  engage in or  participate  in,  directly or indirectly
(whether as an officer, director,  employee, partner,  consultant,  holder of an
equity or debt investment, lender or in any other manner or capacity, including,
without  limitation,  by the rendering of services or advice to any person),  or
lend his name (or any part or variant  thereof) to, any  Competing  Business (as
defined in 10.14(h)); (ii) deal, directly or indirectly, in a competitive manner
with any customers doing business with the Company or any of its subsidiaries or
other affiliates during the Non-competition  Period; (iii) solicit or employ any
officer,  director or agent of the Company or any of its  subsidiaries  or other
affiliates  to  become  an  officer,  director,  or agent of the  Employee,  the
Employee's  affiliates  or anyone  else;  or (iv) engage in or  participate  in,
directly or indirectly,  any business conducted under any name that shall be the
same as or similar  to the name of the  Company  or any of its  subsidiaries  or
other affiliates or any trade name used by any of them. The Employee's ownership
for  investment  purposes only of less than two percent (2%) of the  outstanding
shares of capital stock or class of debt securities of any corporation  with one
or more classes of its capital stock listed on a national securities exchange or
actively traded in the over-the-counter  market shall not constitute a breach of
the foregoing covenant.  The Employee is entering into the foregoing covenant to
induce the Company to extend this Agreement to, and to enter into this Agreement
with, the Employee.

                  (h)      For purposes of this  Agreement,  the term "Competing
Business" means any wireless data  communication,  telematics,  handheld gaming,
software or other business that the Company or any of its  subsidiaries or other
affiliates has engaged in at any time during the  Employment  Period in any city
or county in any state of the United States or Europe.

         Section 9. Resignation.  Upon the termination of Employee's  employment
hereunder, Employee shall automatically be deemed to have resigned as an officer
and director of the Company, any subsidiary and any affiliate and as a fiduciary
of any benefit  plan of any of the  foregoing.  The Employee  shall  execute any
further  documentation  of such  resignation  as is reasonably  requested by the
Company.

         Section 10.  Entire  Agreement;  Amendment and Waiver.  This  Agreement
contains the entire agreement  between the Employee and the Company with respect
to  the  subject   matter   hereof  and   supersedes   any  and  all  prior  and
contemporaneous  agreements  and  understandings  between the  Employee  and the
Company  or  any  predecessor  of  the  Company  or  any  of  their   respective
subsidiaries or other affiliates regarding the subject matter hereof. No waiver,
amendment or  modification of any provision of this Agreement shall be effective
unless in writing  and signed by the  Employee  and the  Company.  The waiver by
either party of a breach of any  provision of this  Agreement by the other party
shall not operate or be construed as a waiver of any  subsequent  breach by such
other party.

         Section 11. Notices.

                  (i)      All notices or other communications  pursuant to this
Agreement  shall be in writing and shall be deemed to be sufficient if delivered
personally,  telecopied,  sent by  nationally-recognized,  overnight courier, or
mailed by  registered  or certified  mail (return  receipt  requested),  postage
prepaid, to the parties at the following addresses (or at such other address for
a party as shall be specified by like notice):

                           (i)      if to the Company, to it at:

                                    ______________________________
                                    ______________________________
                                    Attention:  __________________
                                    Telecopier: (___) ____________
                                    Telephone:  (___) ____________

                           (ii)     if to the Employee, to him at his last known
         address contained in the records of the Company.

                  (b)      All such  notices and other  communications  shall be
deemed to have been given and received (i) in the case of personal delivery,  on
the date of such delivery, (ii) in the case of delivery by telecopy, on the date

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<PAGE>

of such  delivery (if sent on a business day, and if not sent on a business day,
then on the  next  business  day  after  the  date  sent),  (iii) in the case of
delivery by  nationally-recognized,  overnight courier, on the next business day
following  dispatch,  and (iv) in the case of mailing, on the third business day
following such mailing.

         Section 12.  Headings.  The section  headings in this Agreement are for
convenience only and shall not control or affect the meaning of any provision of
this Agreement.

         Section  13.  Severability.  It is the desire and intent of the parties
that  the  provisions  of this  Agreement  be  enforced  to the  fullest  extent
permissible  under the law and public policies  applied in each  jurisdiction in
which  enforcement  is sought.  Accordingly,  in the event that any provision of
this Agreement would be held in any  jurisdiction  to be invalid,  prohibited or
unenforceable for any reason, such provision, as to such jurisdiction,  shall be
ineffective,  without invalidating the remaining provisions of this Agreement or
affecting  the  validity  or  enforceability  of  such  provision  in any  other
jurisdiction.  Notwithstanding  the foregoing,  if such provision  could be more
narrowly  drawn so as not to be invalid,  prohibited  or  unenforceable  in such
jurisdiction,  it shall, as to such jurisdiction,  be so narrowly drawn, without
invalidating  the  remaining  provisions  of this  Agreement  or  affecting  the
validity or enforceability of such provision in any other jurisdiction.

         Section 14.  Remedies.  The Employee  acknowledges and understands that
the provisions of this Agreement are of a special and unique nature, the loss of
which cannot be adequately  compensated  for in damages by an action at law, and
thus, the breach or threatened  breach of the provisions of this Agreement would
cause the Company  irreparable harm. The Employee further  acknowledges that the
covenants contained in Section 8 and Section 9 are independent  covenants and in
the event of a breach of any of the covenants  contained in Section 8 or Section
9, the Company shall be entitled to immediate  relief  enjoining such violations
in any court or before any judicial body having  jurisdiction over such a claim.
All remedies  hereunder are  cumulative,  are in addition to any other  remedies
provided  for by law and may,  to the  extent  permitted  by law,  be  exercised
concurrently  or  separately,  and the  exercise of any one remedy  shall not be
deemed to be an election of such remedy or to preclude the exercise of any other
remedy.

         Section 15. Representation. The Employee hereby represents and warrants
to the  Company  that  (i)  the  execution,  delivery  and  performance  of this
Agreement by the Employee does not breach,  violate or cause a default under any
agreement,  contract  or  instrument  to which  the  Employee  is a party or any
judgment,  order or  decree  to which  the  Employee  is  subject,  and (ii) the
Employee  is not a party  to or bound by any  employment  agreement,  consulting
agreement, non-compete agreement, confidentiality agreement or similar agreement
with any other person or entity.

         Section 16. Benefits of Agreement; Assignment. The terms and provisions
of this Agreement  shall be binding upon and inure to the benefit of the parties
hereto and their  respective  successors,  assigns,  representatives,  heirs and
estates,  as  applicable.  This  Agreement  shall not be assignable by any party
hereto without the prior written consent of the other party hereto,  except that
the Company may assign this  Agreement  or its rights  hereunder  to a direct or
indirect  wholly-owned  subsidiary  of the  Company  or to any  person or entity
succeeding to all or any substantial portion of their respective businesses.

         Section 17.  Governing  Law.  This  Agreement  shall be governed by and
construed in accordance  with the domestic laws of the State of Florida  without
giving  effect to any choice of law  provision or rule  (whether of the State of
Florida or any other  jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Florida.

         Section  18.  Mutual  Waiver  of Jury  Trial.  THE  PARTIES  WISH  THAT
APPLICABLE  LAWS APPLY TO THE  RESOLUTION  OF ANY  DISPUTES  ARISING  UNDER THIS
AGREEMENT AND THE SUBJECT MATTER HEREOF,  AND THAT THEIR DISPUTES BE RESOLVED BY
AN EXPERIENCED PERSON APPLYING SUCH APPLICABLE LAWS.  THEREFORE,  TO ACHIEVE THE
BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND APPLICABLE LAWS, THE
PARTIES  HERETO  WAIVE  ALL  RIGHT  TO  TRIAL  BY  JURY IN ANY  ACTION,  SUIT OR
PROCEEDING  BROUGHT  TO ENFORCE  OR DEFEND  ANY  RIGHTS OR  REMEDIES  UNDER THIS
AGREEMENT OR ANY DOCUMENTS RELATED HERETO.

         Section 19. Counterparts.  This Agreement may be executed in any number
of  counterparts,  and each such  counterpart  shall be deemed to be an original
instrument,  but  all  such  counterparts  together  shall  constitute  but  one
agreement.

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<PAGE>

IN WITNESS  WHEREOF,  the parties have  executed and  delivered  this  Agreement
effective as of the date first written above.

                                              THE COMPANY:
                                              -----------

                                              GLOBICOM, INC.


                                              By:______________________________
                                              Name:____________________________
                                              Title:___________________________


                                              THE EMPLOYEE:
                                              ------------


                                              _________________________________
                                              Name:  Mace G. Gifford










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<PAGE>

                                    EXHIBIT A
                                    ---------

                             Equity Incentive Bonus
                                 Mace G. Gifford

2005  (Year 1):  8,437.5  shares  of common  stock if the  Globicom  network  is
up-and-running  120 days from the  closing  date of the initial  stock  purchase
transaction with Tiger Telematics,  Inc. The Globicom network must support Tiger
Telematics'  Gizmondo unit. An additional  8,437.5 shares of common stock if the
Company  achieves Gross Profit of $330,000 for the twelve month period beginning
with the first full month immediately  following the closing date of the initial
stock purchase transaction with Tiger Telematics, Inc.

120 day network up and running = 8,437.5 shares.
Year 1 $330,000 Gross Profit = 8,437.5 shares

Year 1 Total Share Earning Target = 16,875 shares

2006 (Year 2): 8,437.5 shares of common stock if the Company achieves  Operating
Income at the Globicom business unit of at least $1,350,000 for the twelve month
period beginning with the first full month one year from the closing date of the
initial stock purchase transaction with Tiger Telematics, Inc.

Year 2 $1,350,000 Operating Income = 8,437.5  shares

Year 2 Total Share Earning Target = 8,437.5  shares

2007 (Year 3): 8,437.5 shares of common stock if the Company achieves  Operating
Income at the Globicom business unit of at least $3,650,000 for the twelve month
period  beginning  with the first full month two years from the closing  date of
the initial stock purchase transaction with Tiger Telematics, Inc.

Year 3 $3,650,000 = 8,437.5 shares

Year 3 Total Share Earning Target = 8,437.5

AGGREGATE TOTAL SHARES = 33,750

The Equity  Incentive  Bonus under this  Agreement  will become fully vested and
immediately exercisable upon the occurrence of a "Change of Control."

A Change  of  Control  means the  occurrence  of any of the  following:  (i) the
acquisition  (other than from the Company  directly)  by any  "person"  group or
entity within the meaning of Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934) of  beneficial  ownership  of more than fifty (50%)  percent of the
outstanding  voting stock of the Company;  (ii) the  stockholders of the Company
approve a merger,  reorganization  or consolidation of the Company,  whereby the
stockholders  of  the  Company  immediately  prior  to  such  approval  do  not,
immediately after consummation of such reorganization,  merger or consolidation,
own more than 50% of the outstanding  voting stock of the surviving  entity;  or
(iii)  a  liquidation  or  dissolution  of the  Company,  or the  sale of all or
substantially all of the Company's assets.

In the event of a stock split or stock  dividend by the Company,  an appropriate
adjustment will be made in the number of shares subject to the Equity  Incentive
Bonus, as determined by the Company's Board of Directors.


                                       63
<PAGE>

                                    EXHIBIT D
                                    ---------

                Form of Employment Agreement with Tony Rodriguez


                              EMPLOYMENT AGREEMENT

         This EMPLOYMENT  AGREEMENT (this  "Agreement"),  dated as of June ____,
2005, is by and between GLOBICOM INC., a Texas corporation (the "Company"),  and
ANTONIO RODRIGUEZ (the "Employee").

                                    PREAMBLE

         The Company and the Employee are  entering  into this  Agreement to set
forth the terms of the Employee's employment with the Company.

         ACCORDINGLY,   in   consideration   of  the   mutual   representations,
warranties,  covenants and agreements set forth in this Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged  by the Company  and the  Employee,  the  Company and the  Employee
hereby agree as follows:

         Section 1. Duties. On the terms and subject to the conditions contained
in  this  Agreement,  the  Employee  will be  employed  by the  Company  as Vice
President-Operations.  The  Employee  shall  perform such duties and services on
behalf of the Company and its subsidiaries and other affiliates  consistent with
such position as may reasonably be assigned to the Employee from time to time by
the Board of Directors of the Company (the "Board") or the more senior  officers
of the Company.

         Section  2. Term.  Unless  sooner  terminated  in  accordance  with the
applicable  provisions of this Agreement,  the Employee's  employment  hereunder
shall be for the period  (including  any  extensions  thereof,  the  "Employment
Period")  commencing on the date hereof (the "Commencement  Date") and initially
ending on the first  anniversary  of the date hereof.  Subject to the applicable
provisions of this  Agreement  regarding  earlier  termination,  the  Employment
Period shall be extended  automatically one day prior to each anniversary of the
Commencement Date,  beginning with the first anniversary  thereof,  in each case
for an additional period of one year.

         Section  3. Time to be  Devoted to  Employment;  Place of  Performance.
During the  Employment  Period,  the Employee shall devote all of the Employee's
working  energies,  efforts,  interest,  abilities and time  exclusively  to the
business and affairs of the Company and its subsidiaries  and other  affiliates.
The Employee  shall not engage in any other  business or activity  that,  in the
reasonable  judgment  of  the  Board,  would  conflict  or  interfere  with  the
performance  of the Employee's  duties as set forth herein,  whether or not such
activity is pursued for gain, profit or other pecuniary advantage.  The Employee
shall  perform  his duties and conduct his  business at the  principal  Employee
offices of the Company, except for required travel on the Company's business.

         Section 4. Base Salary; Bonus; Benefits.

                  (j)      During the Employment  Period, the Company (or any of
its  subsidiaries  or other  affiliates)  shall pay the  Employee an annual base
salary  (the "Base  Salary") of  Seventy-Eight  Thousand  Dollars  ($78,000.00),
payable in such  installments  (but not less often than monthly) as is generally
the  policy of the  Company  from time to time with  respect  to the  payment of
regular  compensation to its executive  officers.  During the Employment Period,
the  Employee  will be entitled to (i) no less than two (2) weeks  vacation  per
calendar year occurring during the Employment Period,  which shall accrue and be
taken in accordance  with the Company's  policy in effect from time to time, and
(ii) such other  benefits  as may be made  available  from time to time to other
executive  officers of the Company  generally,  including,  without  limitation,
participation  in such  health,  life  and  disability  insurance  programs  and
retirement  or  savings  plans,  if any,  as the  Company  may from time to time
maintain in effect,  subject to the Company's rights from time to time to amend,
modify,  change or terminate in any respect any of its employee  benefit  plans,
policies, programs or benefits.

                  (k)      In addition to the Base Salary and benefits set forth
in  10.14(a),  during the  Employment  Period the  Employee  will be eligible to
receive an equity incentive bonus based on the earn out schedule attached hereto
as Schedule A, as determined by the Board in its sole  discretion,  with respect
to each calendar year occurring  during the Employment  Period,  commencing with
calendar  year  2005.  Anything  contained  in this  Agreement  to the  contrary
notwithstanding, if the Employee's employment with the Company is terminated for

                                       64
<PAGE>

any reason,  neither the Company nor any of its subsidiaries or other affiliates
shall be  obligated  to pay the  Employee any bonus with respect to the calendar
year of the Company in which such termination occurred or thereafter.

                  (l)      All references  herein to  compensation to be paid to
the Employee are to the gross  amounts  thereof that may be due  hereunder.  The
Company  shall have the right to deduct  therefrom all sums that may be required
to be  deducted or  withheld  under any  provision  of law  (including,  without
limitation,  social security  payments,  income tax  withholding,  and any other
deduction required by law) as in effect at all relevant times during the term of
this Agreement.

         Section 5. Reimbursement of Expenses. During the Employment Period, the
Company shall reimburse the Employee in accordance with the Company's policy for
all reasonable and necessary traveling expenses and other disbursements incurred
by the  Employee  for or on  behalf  of  the  Company  in  connection  with  the
performance of the Employee's  duties hereunder upon presentation of appropriate
receipts or other  documentation  therefor,  in accordance  with all  applicable
policies of the Company.

         Section 6.  Termination.  The  Company  may  terminate  the  Employee's
employment  hereunder at any time with or without "cause" by giving the Employee
written notice of such  termination,  which termination shall be effective as of
the date set forth in such notice,  provided that such date shall not be earlier
than the date of such notice.

         Section  7.  Effect  of   Termination.   Upon  the  effective  date  of
termination  of the  Employee's  employment  under this  Agreement,  neither the
Employee  nor the  Employee's  beneficiaries  or estate  shall have any  further
rights  under this  Agreement  or any claims  against  the Company or any of its
subsidiaries or other affiliates arising out of this Agreement, except the right
to receive, within thirty (30) days after the effective date of such termination
(or such earlier period as may be required by applicable law):

                           (i)      the  unpaid   portion  of  the  Base  Salary
         provided  for  in  Section  4,  computed  on a per  diem  basis  to the
         effective date of such termination; and

                           (ii)     reimbursement for any expenses for which the
         Employee shall not have  theretofore  been  reimbursed,  as provided in
         Section 5.

         Section 8. Disclosure of Information; Non-competition.

                  (m)      From and after the date hereof,  the  Employee  shall
not at any time use or disclose,  divulge,  furnish,  or make  accessible to any
person or entity  (other than any  officer,  director,  employee,  affiliate  or
representative  of the  Company),  except as  required  in  connection  with the
performance of the Employee's duties under and in compliance with this Agreement
and as required by law and judicial process (after giving the Company reasonably
timely  notice of the  receipt of any such legal or judicial  requirement),  any
Confidential  Information  (as defined in Section 8(e))  heretofore  acquired or
acquired during the Employment Period for any reason or purpose whatsoever,  nor
shall  the  Employee  make use of any of the  Confidential  Information  for the
Employee's  own  purposes or for the benefit of any person or entity  except the
Company or any of its subsidiaries or other affiliates.

                  (n)      For   purposes  of  this   Agreement,   "Confidential
Information" means (i) the Intellectual Property Rights (as defined in 10.14(f))
of the Company and its  subsidiaries  and other  affiliates,  and (ii) all other
knowledge and  information of a proprietary or  confidential  nature relating to
the Company or any of its subsidiaries or other  affiliates,  or the business or
assets of the Company or any of its subsidiaries or other affiliates, including,
without limitation,  books, records,  agent and independent contractor lists and
related information,  customer lists and related  information,  vendor lists and
related  information,  supplier  lists  and  related  information,  distribution
channels,  pricing information,  cost information,  marketing plans, strategies,
forecasts,  financial  statements,  budgets  and  projections,  other  than  (A)
information  that is generally  available  to the public on the date hereof,  or
that becomes  generally  available  to the public after the date hereof  without
action by the Employee,  or (B)  information  that the Employee  receives from a
third party who does not have any independent  obligation to the Company to keep
such information confidential.

                  (o)      For   purposes   of   this   Agreement,    the   term
"Intellectual  Property Rights" means all industrial and  intellectual  property
rights,  including,  without limitation,  patents, patent applications,  letters
patent, patent rights, trademarks,  trademark applications, trade names, service
marks, service mark applications,  copyrights, copyright applications, know-how,

                                       65
<PAGE>

certificates of public convenience and necessity,  franchises,  licenses,  trade
secrets,   proprietary   processes   and  formulae,   inventions,   discoveries,
improvements,  ideas,  development  tools,  marketing  materials,  instructions,
confidential information,  trade dress, logos and designs, and all documentation
and media constituting, describing or relating to the foregoing.

                  (p)      The Employee shall not during the  Employment  Period
and the  period  commencing  on the  effective  date of the  termination  of his
employment with the Company and its  subsidiaries  and other  affiliates for any
reason  and  ending on the  second  anniversary  of the  effective  date of such
termination   of   employment   (such   periods   together   being   called  the
"Non-competition Period" herein) (i) in any geographic area where the Company or
any of its  subsidiaries  or  other  affiliates  conducts  business  during  the
Non-competition  Period,  engage in or  participate  in,  directly or indirectly
(whether as an officer, director,  employee, partner,  consultant,  holder of an
equity or debt investment, lender or in any other manner or capacity, including,
without  limitation,  by the rendering of services or advice to any person),  or
lend his name (or any part or variant  thereof) to, any  Competing  Business (as
defined in 10.14(h)); (ii) deal, directly or indirectly, in a competitive manner
with any customers doing business with the Company or any of its subsidiaries or
other affiliates during the Non-competition  Period; (iii) solicit or employ any
officer,  director or agent of the Company or any of its  subsidiaries  or other
affiliates  to  become  an  officer,  director,  or agent of the  Employee,  the
Employee's  affiliates  or anyone  else;  or (iv) engage in or  participate  in,
directly or indirectly,  any business conducted under any name that shall be the
same as or similar  to the name of the  Company  or any of its  subsidiaries  or
other affiliates or any trade name used by any of them. The Employee's ownership
for  investment  purposes only of less than two percent (2%) of the  outstanding
shares of capital stock or class of debt securities of any corporation  with one
or more classes of its capital stock listed on a national securities exchange or
actively traded in the over-the-counter  market shall not constitute a breach of
the foregoing covenant.  The Employee is entering into the foregoing covenant to
induce the Company to extend this Agreement to, and to enter into this Agreement
with, the Employee.

                  (q)      For purposes of this  Agreement,  the term "Competing
Business" means any wireless data  communication,  telematics,  handheld gaming,
software or other business that the Company or any of its  subsidiaries or other
affiliates has engaged in at any time during the  Employment  Period in any city
or county in any state of the United States or Europe.

         Section 9. Resignation.  Upon the termination of Employee's  employment
hereunder, Employee shall automatically be deemed to have resigned as an officer
and director of the Company, any subsidiary and any affiliate and as a fiduciary
of any benefit  plan of any of the  foregoing.  The Employee  shall  execute any
further  documentation  of such  resignation  as is reasonably  requested by the
Company.

         Section 10.  Entire  Agreement;  Amendment and Waiver.  This  Agreement
contains the entire agreement  between the Employee and the Company with respect
to  the  subject   matter   hereof  and   supersedes   any  and  all  prior  and
contemporaneous  agreements  and  understandings  between the  Employee  and the
Company  or  any  predecessor  of  the  Company  or  any  of  their   respective
subsidiaries or other affiliates regarding the subject matter hereof. No waiver,
amendment or  modification of any provision of this Agreement shall be effective
unless in writing  and signed by the  Employee  and the  Company.  The waiver by
either party of a breach of any  provision of this  Agreement by the other party
shall not operate or be construed as a waiver of any  subsequent  breach by such
other party.

         Section 11. Notices.

                  (r)      All notices or other communications  pursuant to this
Agreement  shall be in writing and shall be deemed to be sufficient if delivered
personally,  telecopied,  sent by  nationally-recognized,  overnight courier, or
mailed by  registered  or certified  mail (return  receipt  requested),  postage
prepaid, to the parties at the following addresses (or at such other address for
a party as shall be specified by like notice):

                           (i)      if to the Company, to it at:
                                    _______________________________
                                    _______________________________
                                    Attention:  ___________________
                                    Telecopier: (___) _____________
                                    Telephone:  (___) _____________

                           (ii)     if to the Employee, to him at his last known
         address contained in the records of the Company.

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<PAGE>

                  (c)      All such  notices and other  communications  shall be
deemed to have been given and received (i) in the case of personal delivery,  on
the date of such delivery, (ii) in the case of delivery by telecopy, on the date
of such  delivery (if sent on a business day, and if not sent on a business day,
then on the  next  business  day  after  the  date  sent),  (iii) in the case of
delivery by  nationally-recognized,  overnight courier, on the next business day
following  dispatch,  and (iv) in the case of mailing, on the third business day
following such mailing.

         Section 12.  Headings.  The section  headings in this Agreement are for
convenience only and shall not control or affect the meaning of any provision of
this Agreement.

         Section  13.  Severability.  It is the desire and intent of the parties
that  the  provisions  of this  Agreement  be  enforced  to the  fullest  extent
permissible  under the law and public policies  applied in each  jurisdiction in
which  enforcement  is sought.  Accordingly,  in the event that any provision of
this Agreement would be held in any  jurisdiction  to be invalid,  prohibited or
unenforceable for any reason, such provision, as to such jurisdiction,  shall be
ineffective,  without invalidating the remaining provisions of this Agreement or
affecting  the  validity  or  enforceability  of  such  provision  in any  other
jurisdiction.  Notwithstanding  the foregoing,  if such provision  could be more
narrowly  drawn so as not to be invalid,  prohibited  or  unenforceable  in such
jurisdiction,  it shall, as to such jurisdiction,  be so narrowly drawn, without
invalidating  the  remaining  provisions  of this  Agreement  or  affecting  the
validity or enforceability of such provision in any other jurisdiction.

         Section 14.  Remedies.  The Employee  acknowledges and understands that
the provisions of this Agreement are of a special and unique nature, the loss of
which cannot be adequately  compensated  for in damages by an action at law, and
thus, the breach or threatened  breach of the provisions of this Agreement would
cause the Company  irreparable harm. The Employee further  acknowledges that the
covenants contained in Section 8 and Section 9 are independent  covenants and in
the event of a breach of any of the covenants  contained in Section 8 or Section
9, the Company shall be entitled to immediate  relief  enjoining such violations
in any court or before any judicial body having  jurisdiction over such a claim.
All remedies  hereunder are  cumulative,  are in addition to any other  remedies
provided  for by law and may,  to the  extent  permitted  by law,  be  exercised
concurrently  or  separately,  and the  exercise of any one remedy  shall not be
deemed to be an election of such remedy or to preclude the exercise of any other
remedy.

         Section 15. Representation. The Employee hereby represents and warrants
to the  Company  that  (i)  the  execution,  delivery  and  performance  of this
Agreement by the Employee does not breach,  violate or cause a default under any
agreement,  contract  or  instrument  to which  the  Employee  is a party or any
judgment,  order or  decree  to which  the  Employee  is  subject,  and (ii) the
Employee  is not a party  to or bound by any  employment  agreement,  consulting
agreement, non-compete agreement, confidentiality agreement or similar agreement
with any other person or entity.

         Section 16. Benefits of Agreement; Assignment. The terms and provisions
of this Agreement  shall be binding upon and inure to the benefit of the parties
hereto and their  respective  successors,  assigns,  representatives,  heirs and
estates,  as  applicable.  This  Agreement  shall not be assignable by any party
hereto without the prior written consent of the other party hereto,  except that
the Company may assign this  Agreement  or its rights  hereunder  to a direct or
indirect  wholly-owned  subsidiary  of the  Company  or to any  person or entity
succeeding to all or any substantial portion of their respective businesses.

         Section 17.  Governing  Law.  This  Agreement  shall be governed by and
construed in accordance  with the domestic laws of the State of Florida  without
giving  effect to any choice of law  provision or rule  (whether of the State of
Florida or any other  jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Florida.

         Section  18.  Mutual  Waiver  of Jury  Trial.  THE  PARTIES  WISH  THAT
APPLICABLE  LAWS APPLY TO THE  RESOLUTION  OF ANY  DISPUTES  ARISING  UNDER THIS
AGREEMENT AND THE SUBJECT MATTER HEREOF,  AND THAT THEIR DISPUTES BE RESOLVED BY
AN EXPERIENCED PERSON APPLYING SUCH APPLICABLE LAWS.  THEREFORE,  TO ACHIEVE THE
BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND APPLICABLE LAWS, THE
PARTIES  HERETO  WAIVE  ALL  RIGHT  TO  TRIAL  BY  JURY IN ANY  ACTION,  SUIT OR
PROCEEDING  BROUGHT  TO ENFORCE  OR DEFEND  ANY  RIGHTS OR  REMEDIES  UNDER THIS
AGREEMENT OR ANY DOCUMENTS RELATED HERETO.

                                       67
<PAGE>

         Section 19. Counterparts.  This Agreement may be executed in any number
of  counterparts,  and each such  counterpart  shall be deemed to be an original
instrument,  but  all  such  counterparts  together  shall  constitute  but  one
agreement.


                                   * * * * * *















                                       68
<PAGE>


IN WITNESS  WHEREOF,  the parties have  executed and  delivered  this  Agreement
effective as of the date first written above.

                                              THE COMPANY:
                                              -----------

                                              GLOBICOM, INC.


                                              By:______________________________
                                              Name:____________________________
                                              Title:___________________________


                                              THE EMPLOYEE:
                                              ------------


                                              _________________________________
                                              Name:  Antonio Rodriguez










                                       69
<PAGE>

                                    EXHIBIT A
                                    ---------

                             Equity Incentive Bonus
                                Antonio Rodriguez

2005  (Year  1):  5,625  shares  of  common  stock if the  Globicom  network  is
up-and-running  120 days from the  closing  date of the initial  stock  purchase
transaction with Tiger Telematics,  Inc. The Globicom network must support Tiger
Telematics'  Gizmondo  unit. An  additional  5,625 shares of common stock if the
Company  achieves Gross Profit of $330,000 for the twelve month period beginning
with the first full month immediately  following the closing date of the initial
stock purchase transaction with Tiger Telematics, Inc.

120 day network up and running = 5,625 shares.
Year 1 $330,000 Gross Profit = 5,625 shares

Year 1 Total Share Earning Target = 11,250 shares

2006 (Year 2): 5,625 shares of common  stock if the Company  achieves  Operating
Income at the Globicom business unit of at least $1,350,000 for the twelve month
period beginning with the first full month one year from the closing date of the
initial stock purchase transaction with Tiger Telematics, Inc.

Year 2 $1,350,000 Operating Income = 5,625 shares

Year 2 Total Share Earning Target = 5,625 shares

2007 (Year 3): 5,625 shares of common  stock if the Company  achieves  Operating
Income at the Globicom business unit of at least $3,650,000 for the twelve month
period  beginning  with the first full month two years from the closing  date of
the initial stock purchase transaction with Tiger Telematics, Inc.

Year 3 $3,650,000 = 5,625 shares

Year 3 Total Share Earning Target = 5,625

AGGREGATE TOTAL SHARES = 22,500

The Equity  Incentive  Bonus under this  Agreement  will become fully vested and
immediately exercisable upon the occurrence of a "Change of Control."

A Change  of  Control  means the  occurrence  of any of the  following:  (i) the
acquisition  (other than from the Company  directly)  by any  "person"  group or
entity within the meaning of Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934) of  beneficial  ownership  of more than fifty (50%)  percent of the
outstanding  voting stock of the Company;  (ii) the  stockholders of the Company
approve a merger,  reorganization  or consolidation of the Company,  whereby the
stockholders  of  the  Company  immediately  prior  to  such  approval  do  not,
immediately after consummation of such reorganization,  merger or consolidation,
own more than 50% of the outstanding  voting stock of the surviving  entity;  or
(iii)  a  liquidation  or  dissolution  of the  Company,  or the  sale of all or
substantially all of the Company's assets.

In the event of a stock split or stock  dividend by the Company,  an appropriate
adjustment will be made in the number of shares subject to the Equity  Incentive
Bonus, as determined by the Company's Board of Directors.


                                       70
<PAGE>


                                    EXHIBIT E
                                    ---------

                   Form of Employment Agreement with Ron Stapp

                              EMPLOYMENT AGREEMENT

         This  EMPLOYMENT  AGREEMENT (this  "Agreement"),  dated as of June____,
2005, is by and between GLOBICOM INC., a Texas corporation (the "Company"),  and
RONNIE D. STAPP (the "Employee").

                                    PREAMBLE

         The Company and the Employee are  entering  into this  Agreement to set
forth the terms of the Employee's employment with the Company.

         ACCORDINGLY,   in   consideration   of  the   mutual   representations,
warranties,  covenants and agreements set forth in this Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged  by the Company  and the  Employee,  the  Company and the  Employee
hereby agree as follows:

         Section 1. Duties. On the terms and subject to the conditions contained
in  this  Agreement,  the  Employee  will be  employed  by the  Company  as Vice
President-Network  Services. The Employee shall perform such duties and services
on behalf of the Company and its subsidiaries  and other  affiliates  consistent
with such  position as may  reasonably  be assigned to the Employee from time to
time by the Board of Directors  of the Company (the  "Board") or the more senior
officers of the Company.

         Section  2. Term.  Unless  sooner  terminated  in  accordance  with the
applicable  provisions of this Agreement,  the Employee's  employment  hereunder
shall be for the period  (including  any  extensions  thereof,  the  "Employment
Period")  commencing on the date hereof (the "Commencement  Date") and initially
ending on the first  anniversary  of the date hereof.  Subject to the applicable
provisions of this  Agreement  regarding  earlier  termination,  the  Employment
Period shall be extended  automatically one day prior to each anniversary of the
Commencement Date,  beginning with the first anniversary  thereof,  in each case
for an additional period of one year.

         Section  3. Time to be  Devoted to  Employment;  Place of  Performance.
During the  Employment  Period,  the Employee shall devote all of the Employee's
working  energies,  efforts,  interest,  abilities and time  exclusively  to the
business and affairs of the Company and its subsidiaries  and other  affiliates.
The Employee  shall not engage in any other  business or activity  that,  in the
reasonable  judgment  of  the  Board,  would  conflict  or  interfere  with  the
performance  of the Employee's  duties as set forth herein,  whether or not such
activity is pursued for gain, profit or other pecuniary advantage.  The Employee
shall  perform  his duties and conduct his  business at the  principal  Employee
offices of the Company, except for required travel on the Company's business.

         Section 4. Base Salary; Bonus; Benefits.

                  (s)      During the Employment  Period, the Company (or any of
its  subsidiaries  or other  affiliates)  shall pay the  Employee an annual base
salary (the "Base Salary") of Seventy-Two Thousand Dollars ($72,000.00), payable
in such  installments  (but not less often than  monthly)  as is  generally  the
policy of the Company  from time to time with  respect to the payment of regular
compensation  to its  executive  officers.  During the  Employment  Period,  the
Employee  will be  entitled  to (i) no less  than  two (2)  weeks  vacation  per
calendar year occurring during the Employment Period,  which shall accrue and be
taken in accordance  with the Company's  policy in effect from time to time, and
(ii) such other  benefits  as may be made  available  from time to time to other
executive  officers of the Company  generally,  including,  without  limitation,
participation  in such  health,  life  and  disability  insurance  programs  and
retirement  or  savings  plans,  if any,  as the  Company  may from time to time
maintain in effect,  subject to the Company's rights from time to time to amend,
modify,  change or terminate in any respect any of its employee  benefit  plans,
policies, programs or benefits.

                  (t)      In addition to the Base Salary and benefits set forth
in  10.14(a),  during the  Employment  Period the  Employee  will be eligible to
receive an equity incentive bonus based on the earn out schedule attached hereto
as Schedule A, as determined by the Board in its sole  discretion,  with respect
to each calendar year occurring  during the Employment  Period,  commencing with
calendar  year  2005.  Anything  contained  in this  Agreement  to the  contrary
notwithstanding, if the Employee's employment with the Company is terminated for
any reason,  neither the Company nor any of its subsidiaries or other affiliates
shall be  obligated  to pay the  Employee any bonus with respect to the calendar
year of the Company in which such termination occurred or thereafter.

                                       71
<PAGE>

                  (u)      All references  herein to  compensation to be paid to
the Employee are to the gross  amounts  thereof that may be due  hereunder.  The
Company  shall have the right to deduct  therefrom all sums that may be required
to be  deducted or  withheld  under any  provision  of law  (including,  without
limitation,  social security  payments,  income tax  withholding,  and any other
deduction required by law) as in effect at all relevant times during the term of
this Agreement.

         Section 5. Reimbursement of Expenses. During the Employment Period, the
Company shall reimburse the Employee in accordance with the Company's policy for
all reasonable and necessary traveling expenses and other disbursements incurred
by the  Employee  for or on  behalf  of  the  Company  in  connection  with  the
performance of the Employee's  duties hereunder upon presentation of appropriate
receipts or other  documentation  therefor,  in accordance  with all  applicable
policies of the Company.

         Section 6.  Termination.  The  Company  may  terminate  the  Employee's
employment  hereunder at any time with or without "cause" by giving the Employee
written notice of such  termination,  which termination shall be effective as of
the date set forth in such notice,  provided that such date shall not be earlier
than the date of such notice.

         Section  7.  Effect  of   Termination.   Upon  the  effective  date  of
termination  of the  Employee's  employment  under this  Agreement,  neither the
Employee  nor the  Employee's  beneficiaries  or estate  shall have any  further
rights  under this  Agreement  or any claims  against  the Company or any of its
subsidiaries or other affiliates arising out of this Agreement, except the right
to receive, within thirty (30) days after the effective date of such termination
(or such earlier period as may be required by applicable law):

                           (i)      the  unpaid   portion  of  the  Base  Salary
         provided  for  in  Section  4,  computed  on a per  diem  basis  to the
         effective date of such termination; and

                           (ii)     reimbursement for any expenses for which the
         Employee shall not have  theretofore  been  reimbursed,  as provided in
         Section 5.

         Section 8. Disclosure of Information; Non-competition.

                  (v)      From and after the date hereof,  the  Employee  shall
not at any time use or disclose,  divulge,  furnish,  or make  accessible to any
person or entity  (other than any  officer,  director,  employee,  affiliate  or
representative  of the  Company),  except as  required  in  connection  with the
performance of the Employee's duties under and in compliance with this Agreement
and as required by law and judicial process (after giving the Company reasonably
timely  notice of the  receipt of any such legal or judicial  requirement),  any
Confidential  Information  (as defined in Section 8(e))  heretofore  acquired or
acquired during the Employment Period for any reason or purpose whatsoever,  nor
shall  the  Employee  make use of any of the  Confidential  Information  for the
Employee's  own  purposes or for the benefit of any person or entity  except the
Company or any of its subsidiaries or other affiliates.

                  (w)      For   purposes  of  this   Agreement,   "Confidential
Information" means (i) the Intellectual Property Rights (as defined in 10.14(f))
of the Company and its  subsidiaries  and other  affiliates,  and (ii) all other
knowledge and  information of a proprietary or  confidential  nature relating to
the Company or any of its subsidiaries or other  affiliates,  or the business or
assets of the Company or any of its subsidiaries or other affiliates, including,
without limitation,  books, records,  agent and independent contractor lists and
related information,  customer lists and related  information,  vendor lists and
related  information,  supplier  lists  and  related  information,  distribution
channels,  pricing information,  cost information,  marketing plans, strategies,
forecasts,  financial  statements,  budgets  and  projections,  other  than  (A)
information  that is generally  available  to the public on the date hereof,  or
that becomes  generally  available  to the public after the date hereof  without
action by the Employee,  or (B)  information  that the Employee  receives from a
third party who does not have any independent  obligation to the Company to keep
such information confidential.

                  (x)      For   purposes   of   this   Agreement,    the   term
"Intellectual  Property Rights" means all industrial and  intellectual  property
rights,  including,  without limitation,  patents, patent applications,  letters
patent, patent rights, trademarks,  trademark applications, trade names, service
marks, service mark applications,  copyrights, copyright applications, know-how,
certificates of public convenience and necessity,  franchises,  licenses,  trade
secrets,   proprietary   processes   and  formulae,   inventions,   discoveries,
improvements,  ideas,  development  tools,  marketing  materials,  instructions,
confidential information,  trade dress, logos and designs, and all documentation
and media constituting, describing or relating to the foregoing.

                                       72
<PAGE>

                  (y)      The Employee shall not during the  Employment  Period
and the  period  commencing  on the  effective  date of the  termination  of his
employment with the Company and its  subsidiaries  and other  affiliates for any
reason  and  ending on the  second  anniversary  of the  effective  date of such
termination   of   employment   (such   periods   together   being   called  the
"Non-competition Period" herein) (i) in any geographic area where the Company or
any of its  subsidiaries  or  other  affiliates  conducts  business  during  the
Non-competition  Period,  engage in or  participate  in,  directly or indirectly
(whether as an officer, director,  employee, partner,  consultant,  holder of an
equity or debt investment, lender or in any other manner or capacity, including,
without  limitation,  by the rendering of services or advice to any person),  or
lend his name (or any part or variant  thereof) to, any  Competing  Business (as
defined in 10.14(h)); (ii) deal, directly or indirectly, in a competitive manner
with any customers doing business with the Company or any of its subsidiaries or
other affiliates during the Non-competition  Period; (iii) solicit or employ any
officer,  director or agent of the Company or any of its  subsidiaries  or other
affiliates  to  become  an  officer,  director,  or agent of the  Employee,  the
Employee's  affiliates  or anyone  else;  or (iv) engage in or  participate  in,
directly or indirectly,  any business conducted under any name that shall be the
same as or similar  to the name of the  Company  or any of its  subsidiaries  or
other affiliates or any trade name used by any of them. The Employee's ownership
for  investment  purposes only of less than two percent (2%) of the  outstanding
shares of capital stock or class of debt securities of any corporation  with one
or more classes of its capital stock listed on a national securities exchange or
actively traded in the over-the-counter  market shall not constitute a breach of
the foregoing covenant.  The Employee is entering into the foregoing covenant to
induce the Company to extend this Agreement to, and to enter into this Agreement
with, the Employee.

                  (z)      For purposes of this  Agreement,  the term "Competing
Business" means any wireless data  communication,  telematics,  handheld gaming,
software or other business that the Company or any of its  subsidiaries or other
affiliates has engaged in at any time during the  Employment  Period in any city
or county in any state of the United States or Europe.

         Section 9. Resignation.  Upon the termination of Employee's  employment
hereunder, Employee shall automatically be deemed to have resigned as an officer
and director of the Company, any subsidiary and any affiliate and as a fiduciary
of any benefit  plan of any of the  foregoing.  The Employee  shall  execute any
further  documentation  of such  resignation  as is reasonably  requested by the
Company.

         Section 10.  Entire  Agreement;  Amendment and Waiver.  This  Agreement
contains the entire agreement  between the Employee and the Company with respect
to  the  subject   matter   hereof  and   supersedes   any  and  all  prior  and
contemporaneous  agreements  and  understandings  between the  Employee  and the
Company  or  any  predecessor  of  the  Company  or  any  of  their   respective
subsidiaries or other affiliates regarding the subject matter hereof. No waiver,
amendment or  modification of any provision of this Agreement shall be effective
unless in writing  and signed by the  Employee  and the  Company.  The waiver by
either party of a breach of any  provision of this  Agreement by the other party
shall not operate or be construed as a waiver of any  subsequent  breach by such
other party.

         Section 11. Notices.

                  (aa)     All notices or other communications  pursuant to this
Agreement  shall be in writing and shall be deemed to be sufficient if delivered
personally,  telecopied,  sent by  nationally-recognized,  overnight courier, or
mailed by  registered  or certified  mail (return  receipt  requested),  postage
prepaid, to the parties at the following addresses (or at such other address for
a party as shall be specified by like notice):

                           (i)      if to the Company, to it at:
                                    _______________________________
                                    _______________________________
                                    Attention:  ___________________
                                    Telecopier: (___) _____________
                                    Telephone:  (___) _____________

                           (ii)     if to the Employee, to him at his last known
         address contained in the records of the Company.

                  (d)      All such  notices and other  communications  shall be
deemed to have been given and received (i) in the case of personal delivery,  on
the date of such delivery, (ii) in the case of delivery by telecopy, on the date
of such  delivery (if sent on a business day, and if not sent on a business day,

                                       73
<PAGE>

then on the  next  business  day  after  the  date  sent),  (iii) in the case of
delivery by  nationally-recognized,  overnight courier, on the next business day
following  dispatch,  and (iv) in the case of mailing, on the third business day
following such mailing.

         Section 12.  Headings.  The section  headings in this Agreement are for
convenience only and shall not control or affect the meaning of any provision of
this Agreement.

         Section  13.  Severability.  It is the desire and intent of the parties
that  the  provisions  of this  Agreement  be  enforced  to the  fullest  extent
permissible  under the law and public policies  applied in each  jurisdiction in
which  enforcement  is sought.  Accordingly,  in the event that any provision of
this Agreement would be held in any  jurisdiction  to be invalid,  prohibited or
unenforceable for any reason, such provision, as to such jurisdiction,  shall be
ineffective,  without invalidating the remaining provisions of this Agreement or
affecting  the  validity  or  enforceability  of  such  provision  in any  other
jurisdiction.  Notwithstanding  the foregoing,  if such provision  could be more
narrowly  drawn so as not to be invalid,  prohibited  or  unenforceable  in such
jurisdiction,  it shall, as to such jurisdiction,  be so narrowly drawn, without
invalidating  the  remaining  provisions  of this  Agreement  or  affecting  the
validity or enforceability of such provision in any other jurisdiction.

         Section 14.  Remedies.  The Employee  acknowledges and understands that
the provisions of this Agreement are of a special and unique nature, the loss of
which cannot be adequately  compensated  for in damages by an action at law, and
thus, the breach or threatened  breach of the provisions of this Agreement would
cause the Company  irreparable harm. The Employee further  acknowledges that the
covenants contained in Section 8 and Section 9 are independent  covenants and in
the event of a breach of any of the covenants  contained in Section 8 or Section
9, the Company shall be entitled to immediate  relief  enjoining such violations
in any court or before any judicial body having  jurisdiction over such a claim.
All remedies  hereunder are  cumulative,  are in addition to any other  remedies
provided  for by law and may,  to the  extent  permitted  by law,  be  exercised
concurrently  or  separately,  and the  exercise of any one remedy  shall not be
deemed to be an election of such remedy or to preclude the exercise of any other
remedy.

         Section 15. Representation. The Employee hereby represents and warrants
to the  Company  that  (i)  the  execution,  delivery  and  performance  of this
Agreement by the Employee does not breach,  violate or cause a default under any
agreement,  contract  or  instrument  to which  the  Employee  is a party or any
judgment,  order or  decree  to which  the  Employee  is  subject,  and (ii) the
Employee  is not a party  to or bound by any  employment  agreement,  consulting
agreement, non-compete agreement, confidentiality agreement or similar agreement
with any other person or entity.

         Section 16. Benefits of Agreement; Assignment. The terms and provisions
of this Agreement  shall be binding upon and inure to the benefit of the parties
hereto and their  respective  successors,  assigns,  representatives,  heirs and
estates,  as  applicable.  This  Agreement  shall not be assignable by any party
hereto without the prior written consent of the other party hereto,  except that
the Company may assign this  Agreement  or its rights  hereunder  to a direct or
indirect  wholly-owned  subsidiary  of the  Company  or to any  person or entity
succeeding to all or any substantial portion of their respective businesses.

         Section 17.  Governing  Law.  This  Agreement  shall be governed by and
construed in accordance  with the domestic laws of the State of Florida  without
giving  effect to any choice of law  provision or rule  (whether of the State of
Florida or any other  jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Florida.

         Section  18.  Mutual  Waiver  of Jury  Trial.  THE  PARTIES  WISH  THAT
APPLICABLE  LAWS APPLY TO THE  RESOLUTION  OF ANY  DISPUTES  ARISING  UNDER THIS
AGREEMENT AND THE SUBJECT MATTER HEREOF,  AND THAT THEIR DISPUTES BE RESOLVED BY
AN EXPERIENCED PERSON APPLYING SUCH APPLICABLE LAWS.  THEREFORE,  TO ACHIEVE THE
BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND APPLICABLE LAWS, THE
PARTIES  HERETO  WAIVE  ALL  RIGHT  TO  TRIAL  BY  JURY IN ANY  ACTION,  SUIT OR
PROCEEDING  BROUGHT  TO ENFORCE  OR DEFEND  ANY  RIGHTS OR  REMEDIES  UNDER THIS
AGREEMENT OR ANY DOCUMENTS RELATED HERETO.

         Section 19. Counterparts.  This Agreement may be executed in any number
of  counterparts,  and each such  counterpart  shall be deemed to be an original
instrument,  but  all  such  counterparts  together  shall  constitute  but  one
agreement.

                                       74
<PAGE>

                  IN WITNESS  WHEREOF,  the parties have  executed and delivered
this Agreement effective as of the date first written above.

                                              THE COMPANY:
                                              -----------

                                              GLOBICOM, INC.


                                              By:______________________________
                                              Name:____________________________
                                              Title:___________________________


                                              THE EMPLOYEE:
                                              ------------


                                              _________________________________
                                              Name:  Ronnie D. Stapp









                                       75
<PAGE>

                                    EXHIBIT A
                                    ---------

                             Equity Incentive Bonus
                                 Ronnie D. Stapp

2005  (Year 1):  4,687.50  shares of common  stock if the  Globicom  network  is
up-and-running  120 days from the  closing  date of the initial  stock  purchase
transaction with Tiger Telematics,  Inc. The Globicom network must support Tiger
Telematics'  Gizmondo unit. An additional 4,687.50 shares of common stock if the
Company  achieves Gross Profit of $330,000 for the twelve month period beginning
with the first full month immediately  following the closing date of the initial
stock purchase transaction with Tiger Telematics, Inc.

120 day network up and running = 4,687.50 shares.
Year 1 $330,000 Gross Profit = 4,687.50 shares

Year 1 Total Share Earning Target = 9,375 shares

2006 (Year 2): 4,687.50 shares of common stock if the Company achieves Operating
Income at the Globicom business unit of at least $1,350,000 for the twelve month
period beginning with the first full month one year from the closing date of the
initial stock purchase transaction with Tiger Telematics, Inc.

Year 2 $1,350,000 Operating Income = 4,687.50 shares

Year 2 Total Share Earning Target = 4,687.50 shares

2007 (Year 3): 4,687.50 shares of common stock if the Company achieves Operating
Income at the Globicom business unit of at least $3,650,000 for the twelve month
period  beginning  with the first full month two years from the closing  date of
the initial stock purchase transaction with Tiger Telematics, Inc.

Year 3 $3,650,000 = 4,687.50 shares

Year 3 Total Share Earning Target = 4,687.50

AGGREGATE TOTAL SHARES = 18,750

The Equity  Incentive  Bonus under this  Agreement  will become fully vested and
immediately exercisable upon the occurrence of a "Change of Control."

A Change  of  Control  means the  occurrence  of any of the  following:  (i) the
acquisition  (other than from the Company  directly)  by any  "person"  group or
entity within the meaning of Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934) of  beneficial  ownership  of more than fifty (50%)  percent of the
outstanding  voting stock of the Company;  (ii) the  stockholders of the Company
approve a merger,  reorganization  or consolidation of the Company,  whereby the
stockholders  of  the  Company  immediately  prior  to  such  approval  do  not,
immediately after consummation of such reorganization,  merger or consolidation,
own more than 50% of the outstanding  voting stock of the surviving  entity;  or
(iii)  a  liquidation  or  dissolution  of the  Company,  or the  sale of all or
substantially all of the Company's assets.

In the event of a stock split or stock  dividend by the Company,  an appropriate
adjustment will be made in the number of shares subject to the Equity  Incentive
Bonus, as determined by the Company's Board of Directors.


                                       76
<PAGE>

                                  Schedule 1.3

            Stockholder Percentages for Allocation of Purchase Price
            --------------------------------------------------------

                STOCKHOLDER                                %
                Mace G. Gifford                          34.44%
                Antonio Rodriguez                        18.46%
                Danny Butler                             17.16%
                Rae Albertini                             5.50%
                Ohoud Sharbatly                           5.28%
                Walter R. Fawcett                         2.77%
                Ron Stapp                                 2.46%
                William S. Jasperson                      1.23%
                Roger & Judy Hill                         1.16%
                Jasperson Marital Trust                   0.89%
                Ruben & Shelley Duron                     0.74%
                Gerry Mecca                               0.62%
                Rick Tanner                               0.49%
                Dal Barry                                 0.39%
                Kevin Kerr                                0.31%
                Joe Marshall                              0.29%
                Connie Gifford                            3.21%
                Aliza Michelle Perez                      1.13%
                James D. Roland                           0.92%
                Christopher & Krista Wagner               0.50%
                Geoffrey & Amy Royal                      0.41%
                David E. Thornton                         0.41%
                Jett & Diane Rominger                     0.37%
                Richard D. Baxter                         0.22%
                Randall C. Mecca                          0.21%
                Marcus & Linda Magee                      0.12%
                Carsten Holmdie                           0.12%
                Glen Griggs                               0.09%
                Joe Sugarek                               0.06%
                Kimberly F. Drake                         0.04%
                                 TOTAL                  100.00%

These  percentages  represent   fully-diluted   ownership  after  conversion  of
preferred  shares  with  accumulated   interest,   creditor   indebtedness  with
accumulated interest, and warrants.



                                       77
<PAGE>



                                  Schedule 3.4

                              Stockholder Consents
                              --------------------

                                    Attached

















                                       78
<PAGE>



                                  Schedule 4.1

           Foreign Qualifications for the Company and Its Subsidiaries
           -----------------------------------------------------------

                                      None



















                                       79
<PAGE>



                                  Schedule 4.3

                                Company Consents
                                ----------------

                                    Attached













                                       80
<PAGE>



                                 Schedule 4.4(a)

            Capitalization Table of the Company and It's Subsidiaries
            ---------------------------------------------------------

COMMON STOCK
Authorized 10,000,000 shares
No Par Value

                Mace G. Gifford                           2,800,000
                Antonio Rodriguez                         1,500,000
                Danny Butler                              1,395,109
                PMT Research Inc.                           447,408
                Ohoud Sharbatly                             428,968
                Connie Gifford                              261,228
                Walter R. Fawcett                           225,454
                Ron Stapp                                   200,000
                William S. Jasperson                        100,000
                Roger & Judy Hill                            94,062
                Aliza Michelle Perez                         92,213
                James D. Roland                              75,000
                Jasperson Marital Trust                      72,443
                Ruben & Shelley Duron                        60,000
                Gerry Mecca                                  50,000
                Christopher & Krista Wagner                  40,359
                Rick Tanner                                  40,000
                Jeff & Amy Royal                             33,631
                David E. Thornton                            33,333
                Dal Barry                                    32,000
                Jett & Diane Rominger                        30,000
                Kevin Kerr                                   25,000
                Joe Marshall                                 23,498
                Richard D. Baxter                            17,500
                Randall C. Mecca                             16,667
                Marcus & Linda Magee                         10,000
                Carsten Holmdie                              10,000
                Glen Griggs                                   7,000
                Joe Sugarek                                   5,000
                Kimberly F. Drake                             3,333

                         Issued and Outstanding           8,129,206

These shares  represent  fully-diluted  ownership after  conversion of preferred
shares  with  accumulated  interest,   creditor  indebtedness  with  accumulated
interest, and warrants.



                                       81
<PAGE>



                                 Schedule 4.4(b)

                   Options, Warrants, Voting Agreements, etc.
                   ------------------------------------------

The  Company has no options or  warrants  issued as of the closing  date of this
agreement.




















                                       82
<PAGE>



                                  Schedule 4.5

                          Subsidiaries and Investments
                          ----------------------------

The Company has no  subsidiaries  and investments as of the closing date of this
agreement.





















                                       83
<PAGE>
<TABLE>
<CAPTION>

                                 Schedule 4.6(a)

                              Financial Statements
                              --------------------

                                 Globicom, Inc.
                           Unaudited Income Statement

                               Jan - Dec   Jan - Dec   Jan - Dec   Jan - Dec   Jan - Dec   Jan - Jul
                                  00          01          02          03          04          05
                               ---------   ---------   ---------   ---------   ---------   ---------
<S>                            <C>         <C>         <C>         <C>         <C>         <C>
Income
    Other Regular Income               0       1,200       7,235      26,718           0           0
    Product Revenue                2,534     113,867     308,433      74,503           0           0
    Subscription Revenue             738      62,752     173,256     228,422      21,262           0
                               ---------   ---------   ---------   ---------   ---------   ---------
  Total Income                     3,272     177,819     488,924     329,643      21,262           0
Cost of Goods Sold
    Cost of Goods Sold             2,431      94,650     291,968      61,563           0           0
    Cost of Subscriptions            312      46,835      98,792     141,397      20,275           0
                               ---------   ---------   ---------   ---------   ---------   ---------
 Total COGS                        2,743     141,485     390,760     202,960      20,275           0
                               ---------   ---------   ---------   ---------   ---------   ---------
Gross Profit                         529      36,334      98,164     126,683         987           0
Expense
   Building Occupancy              4,393      45,859      51,145      44,284       4,978       9,912
   Data Center Costs              30,892      24,527      27,454      12,970         765           0
   Depreciation Expense              590       6,174      10,685      11,259       3,530       1,404
   General & Administrative       19,244      78,235     103,675      58,902      20,464         459
   Payroll Expenses                    0     300,401     369,478     257,802      80,259      31,945
   Sales & Marketing Expense       8,672      17,628      10,805       2,133           0           0
   Software OEM Lic. Amort.            0           0         800       1,100           0           0
   Taxes                               0       2,521       3,660      -1,113         207           0
                               ---------   ---------   ---------   ---------   ---------   ---------
 Total Expense                    63,791     475,345     577,702     387,337     110,203      43,720
                               ---------   ---------   ---------   ---------   ---------   ---------
Net Ordinary Income              -63,262    -439,011    -479,538    -260,654    -109,216     -43,720
Other Income/Expense
     Interest Income                 734       3,360       2,935       2,424           0           0
                               ---------   ---------   ---------   ---------   ---------   ---------
  Total Other Income                 734       3,360       2,935       2,424           0           0
Other Expense
    Interest Expense               2,438       9,417      37,061      70,806      71,234       5,963
                               ---------   ---------   ---------   ---------   ---------   ---------
  Total Other Expense              2,438       9,417      37,061      70,806      71,234       5,963
                               ---------   ---------   ---------   ---------   ---------   ---------
  Net Other Income                -1,704      -6,057     -34,126     -68,383     -71,234      -5,963
                               ---------   ---------   ---------   ---------   ---------   ---------
Net Income                       -64,966    -445,068    -513,664    -329,037    -180,449     -49,683
                               =========   =========   =========   =========   =========   =========

</TABLE>


                                       84
<PAGE>
<TABLE>
<CAPTION>

                                Schedule 4.6(a)

                              Financial Statements
                              --------------------

                                 Globicom, Inc.
                            Unaudited Balance Sheet


                                Dec 31, 00   Dec 31, 01   Dec 31, 02   Dec 31, 03   Dec 31, 04   Jul 31, 05
                                ----------   ----------   ----------   ----------   ----------   ----------
<S>                             <C>          <C>          <C>          <C>          <C>          <C>
ASSETS
Current Assets
Cash & Equivalents                     144        3,256       43,239        9,892        1,816        1,816
Accounts Receivable                  3,371       15,844       38,129        8,892        6,710        6,710
Other Current Assets                 4,654       17,085       63,052       62,746       62,485       62,485
                                ----------   ----------   ----------   ----------   ----------   ----------
Total Current Assets                 8,169       36,185      144,420       81,530       71,012       71,012
Fixed Assets Net of Deprec          13,734       29,350       27,165       15,907        6,687        5,283
Total Other Assets                  42,534      132,012      157,334       15,211        4,100        4,100
                                ----------   ----------   ----------   ----------   ----------   ----------
TOTAL ASSETS                        64,437      197,547      328,919      112,648       81,798       80,394
                                ==========   ==========   ==========   ==========   ==========   ==========
LIABILITIES & EQUITY
Liabilities
  Current Liabilities
    Accounts Payable                23,195       72,612       88,157      113,719     128,.680      139,051
    Other Current Liabilities        1,500      136,233      666,329      821,129      947,187      984,367
                                ----------   ----------   ----------   ----------   ----------   ----------
 Total Current Liabilities          24,695      208,845      754,486      934,849    1,075,867    1,123,418
  Long Term Liabilities
    Interest Payable                 2,438       10,461       18,856       27,416       35,999       36,726
                                ----------   ----------   ----------   ----------   ----------   ----------
Total Long Term Liabilities          2,438       10,461       18,856       27,416       35,999       36,726
                                ----------   ----------   ----------   ----------   ----------   ----------
Total Liabilities                   27,133      219,306      773,342      934,849    1,111,866    1,160,145
Equity
Capital Stock                      102,270      488,275      579,275      503,105      503,108      503,108
Retained Earnings                        0      -64,966     -510,035   -1,023,699   -1,352,726   -1,533,176
Net Income                         -64,966     -445,068     -513,664     -329,037     -180,449      -49,683
                                ----------   ----------   ----------   ----------   ----------   ----------
Total Equity                        37,304      -21,759     -444,424     -849,618   -1,030,067   -1,079,750
                                ----------   ----------   ----------   ----------   ----------   ----------
TOTAL LIABILITIES & EQUITY          64,437      197,547      328,918      112,648       81,798       80,397
                                ==========   ==========   ==========   ==========   ==========   ==========


</TABLE>

                                       85
<PAGE>
<TABLE>
<CAPTION>

                                 Schedule 4.6(a)

                              Financial Statements
                              --------------------

                                 Globicom, Inc.
                        Unaudited Statement of Cashflows

                                             Jan - Dec   Jan - Dec   Jan - Dec   Jan - Dec   Jan - Dec
                                                00          01          02          03          04         Jan 05
                                             ---------   ---------   ---------   ---------   ---------   ---------
<S>                                          <C>         <C>         <C>         <C>         <C>         <C>
OPERATING ACTIVITIES
Net Income                                     -64,966    -445,068    -513,664    -329,037    -180,449     -49,683
  Adjustments to reconcile Net Income
  to net cash provided by operations:
    Accounts Receivable                         -3,371     -12,473     -22,285      29,238       2,182        --
    Employee Advances                             --        -2,000      -3,200       4,940         260        --
    Inventory Assets                              --       (12,558)    (26,102)     25,391        --          --
    Other Current Assets                        -4,654       2,127     -16,665     -30,025        --          --
    Other Assets                               -42,534       2,387      -2,335      42,481        --          --
    Accounts Payable                            23,195      49,418      15,546      25,562      21,597      10,371
    Other Current Liabilities                    1,500      80,740     119,298      32,778      56,771      31,945
                                             ---------   ---------   ---------   ---------   ---------   ---------
 Net cash provided by Operating Activities     -90,830    -337,427    -449,407    -185,955     -99,639      -7,367

INVESTING ACTIVITIES
  Fixed Assets Purchases                       -14,323     -21,790      -8,500        --        36,029        --
  Fixed Assets Purchases- A/D                      591       6,174      10,685      11,258     -26,809       1,404

  Other Assets                                    --       -91,866     -22,987      99,642      11,111        --
                                             ---------   ---------   ---------   ---------   ---------   ---------
Net cash provided by Investing Activities      -13,732    -107,482     -20,802     110,900      20,331       1,404
FINANCING ACTIVITIES

  Loans from Stockholders                         --        52,600     135,900      94,896      29,494       2,427
  Short Term Borrowings                           --         1,394     274,896      27,136      33,156       2,808
  Interest Payable                               2,438       8,023       8,395       8,560       8,583         727
  Common Stock                                  15,270     366,005      91,000     (76,167)       --          --
  Preferred Stock                               87,000      20,000        --          --          --          --
                                             ---------   ---------   ---------   ---------   ---------   ---------
Net cash provided by Financing Activities      104,708     448,022     510,191      54,425      71,233       5,963

Net cash increase for period                       146       3,113      39,982     -33,347      -8,076           0
                                             ---------   ---------   ---------   ---------   ---------   ---------

Cash at beginning of period                       --           144       3,257      43,239       9,892       1,816
                                             ---------   ---------   ---------   ---------   ---------   ---------
Cash at end of period                              146       3,257      43,239       9,892       1,816       1,816
                                             =========   =========   =========   =========   =========   =========

</TABLE>


                                       86
<PAGE>
<TABLE>
<CAPTION>

                                 Schedule 4.6(c)

                    Accounts Payable and Accounts Receivable
                    ----------------------------------------

     Accounts Payable as of
          Jan. 30, 2005            1 - 30     31 - 60       61 - 90           > 90            TOTAL
                                   ------    ---------    -----------    -------------    -------------
<S>                                <C>       <C>          <C>            <C>              <C>
AT&T Wireless Services1             0.00         0.00           0.00        74,831.15        74,831.15
Greg Gifford                        0.00         0.00           0.00         7,900.31         7,900.31
Ron Stapp                           0.00         0.00           0.00         7,012.43         7,012.43
T-Mobile Equipment Purchases        0.00         0.00           0.00         6,024.50         6,024.50
Verizon-CDPD2                       0.00         0.00           0.00         5,780.46         5,780.46
Wireless Developer2                 0.00         0.00           0.00         4,800.00         4,800.00
Motient2                            0.00         0.00           0.00         3,354.92         3,354.92
Springbow Solutions2                0.00         0.00           0.00         3,187.88         3,187.88
Paradigm Suites                     0.00     1,412.91       1,412.91        11,321.94        14,147.76
Global Wireless Data2               0.00         0.00           0.00         2,602.46         2,602.46
TXU Electric2                       0.00         0.00           0.00         1,784.06         1,784.06
McDonald Sanders2                   0.00         0.00           0.00         1,606.20         1,606.20
T-Mobile Wireless Service2          0.00         0.00           0.00         1,120.27         1,120.27
Buy & Save V2                       0.00         0.00           0.00           902.50           902.50
A Rodriguez                         0.00         0.00           0.00           861.76           861.76
Allegiance Telecom2                 0.00         0.00           0.00           847.61           847.61
Verizon-1xRTT2                      0.00         0.00           0.00           777.02           777.02
Miscellaneous Vendors2              0.00         0.00           0.00         2,463.69         2,463.69
                                   ------    ---------    -----------    -------------    -------------
       TOTALTRADE PAYABLES          0.00     1,412.91       1,412.91       137,638.24       140,464.06

Sales Tax Payable                   0.00         0.00           0.00         1,542.90         1,542.90
Loans - Stockholders3               0.00         0.00           0.00       238,500.00       238,500.00
Loans -Stockholders-Interest3       0.00         0.00           0.00        76,817.48        76,817.48
Deferred Payroll                    0.00     4,563.50       4,563.50           97,818          106,945
Payroll Liabilities                 0.00         0.00           0.00       213,048.25       213,048.25
Short Term Borrowings3              0.00         0.00           0.00       273,387.81       273,387.81
Short Term Borrowings-Interest3     0.00         0.00           0.00        65,666.50        65,666.50
Preferred Interest Payable3         0.00         0.00           0.00        36,726.36        36,726.36
                                   ------    ---------    -----------    -------------    -------------
TOTAL OTHER LIABILITIES             0.00     4,563.50       4,563.50     1,011,966.39     1,021,093.39

TOTAL PAYABLES                      0.00     5,976.41       5,976.41     1,148,191.72     1,160,144.54

</TABLE>

1 The  Company is  negotiating  with AT&T for the  application  of  credits  for
transferring  of CDPD customer  base, for  de-commissioning  of CDPD network and
CDPD contract withdrawal.

2 The majority of these payable listed are pre-reorganization  liabilities.  The
Company  believes  that the  majority  of the over 90 trade  payables  have been
determined to be uncollectible by the vendor and do not require payment.

3    The    Company    will    be     converting     the     Loans-Stockholders,
Loans-Stockholders-Interest,     Short    Term     Borrowings,     Short    Term
Borrowings-Interest,  and Preferred Interest Payable will be converted to common
stock prior to closing.


                                       87
<PAGE>


                                 Schedule 4.6(c)

                    Accounts Payable and Accounts Receivable
                    ----------------------------------------

                             1 -      31 -      61 -
                              30       60        90         > 90         TOTAL
                             -----    ------    ------    ----------    --------
City of Grapevine            0.00      0.00      0.00      2,187.45     2,187.45
Medstar                      0.00      0.00      0.00      1,932.85     1,932.85
Hill Country Mobile Net      0.00      0.00      0.00      1,016.16     1,016.16
Travis County ESD#6          0.00      0.00      0.00        719.20       719.20
Transcore                    0.00      0.00      0.00        324.48       324.48
Austin Commercial            0.00      0.00      0.00        322.91       322.91
Erin Nelsen                  0.00      0.00      0.00        177.64       177.64
SUNTX                        0.00      0.00      0.00        173.64       173.64
COI Inc.                     0.00      0.00      0.00        159.80       159.80
Cordola Marble               0.00      0.00      0.00        119.90       119.90
Keenan A. Haight             0.00      0.00      0.00        119.90       119.90
Trinity Industries           0.00      0.00      0.00         71.20        71.20
Andrea Kesler                0.00      0.00      0.00         59.95        59.95
Ron Suich                    0.00      0.00      0.00         59.95        59.95
City of Southlake            0.00      0.00      0.00         39.95        39.95
NEC Solutions                0.00      0.00      0.00          1.00         1.00
Unapplied Credits            0.00      0.00      0.00       -776.42      -776.42
                             -----    ------    ------    ----------    --------
TOTAL                        0.00      0.00      0.00      6,709.56     6,709.56
                             =====    ======    ======    ==========    ========


The Company believes that these receivables may be uncollectible.



                                       88
<PAGE>


                                  Schedule 4.7

                             Undisclosed Liabilities
                             -----------------------

The  Company  has no  undisclosed  liabilities  as of the  closing  date of this
agreement.

















                                       89
<PAGE>



                                  Schedule 4.8

                               Absence of Changes
                               ------------------

                                      None












                                       90
<PAGE>


                                 Schedule 4.9(a)

                                   Tax Matters
                                   -----------

The Company has the  following  tax  liabilities  as of the closing date of this
agreement.  The  Company  has  developed  a plan  of  action  to  address  these
liabilities  utilizing the cash portion of the transaction in conjunction with a
structured settlement.

              Payroll Tax Liabilities
              -----------------------------------
                                                      95,031
                Federal Withholding
                Medicare Employee                     10,465
                Social Security Employee              44,746
                Federal Unemployment                   6,270
                Medicare Company Paid                 10,465
                Social Security Company Paid          44,746
                                                  -----------
                                                     211,723
              Total Payroll Tax Liabilities

                City of Irving Property Taxes          1,202

              Total Tax Liabilities                  212,924
                                                  ===========


The  Company has the  following  estimated  Net  Operating  Loss  carry-forwards
reported on its Form 1120 U.S. Corporation Income Tax Returns:


              NOL Carryover Year                       Amount
              -------------------------------

              2004                                  $ 112,744
              2003                                    298,731
              2002                                    504,446
              2001                                    438,253
              2000                                     63,865
                                              ----------------

              Total NOL Carryover                 $ 1,418,039

Form 1120 U.S. Corporation Income Tax Returns for the following tax years are in
the due diligence binder:
              Form 1120 - 2004
              Form 1120 - 2003
              Form 1120 - 2002
              Form 1120 - 2001
              Form 1120 - 2000



                                       91
<PAGE>



                                 Schedule 4.9(c)

                         Taxing Authority Notifications
                         ------------------------------


                                      None










                                       92
<PAGE>


                                Schedule 4.10(a)

                                  Encumbrances
                                  ------------

The  Company  has the  following  encumbrances  as of the  closing  date of this
agreement.  The  Company  has  developed  a plan  of  action  to  address  these
encumbrances utilizing the cash portion of the transaction.

        UCC Filing # 02-0030467840 - PMT Research Inc.
        UCC Filing # 03-0007213349 - Voicestream Wireless Corp.








                                       93
<PAGE>

                                Schedule 4.10(b)

                           Tangible Personal Property
                           --------------------------

The Company has the following  tangible personal property as of the closing date
of this agreement.

         Data Center Equipment:

                      Compaq Proliant Rack Server
                      19" Secure Rack Cabinet w/ lock
                      Power Supply
                      (2) Compaq Proliant 6400R Servers w/
                      Quad Xeon 550Mhz Processors
                      Quad 18gb SCSI Hot Swap Drives
                      1Gb Fast RAM
                      1Mb Cache

         Data Communications:

                      Cisco PIX Firewall
                      Cisco Catalyst 5500 Switch
                      (2) ADC Kentrox Data Smart T1 2 Port CSU/DSU
                      (2) ADC Kentrox Satelite 651 DSU
                      (2) Motorolla Power PC Vanguard Routers
                      (2) AT&T Paradyn 4 port CSU/DSU
                      3Com Total Control 440 ISP Switch

         Administrative:

                      Gateway Department File Server G6-450
                      3 SCSI RAID
                      3 Dell P3 500Mhz Desktop PC's w/ 15' Displays
                      2 eMachines P3 65Mhz PC's
                      NEC LCD 1830 18' Flatpannel Display
                      NEC LX 750 Laptop
                      Konica Minolta Magicolor 2300DL Color Laser Printer
                      HP Scanjet 3970
                      HP Deskjet 750C
                      JetFax M900 Fax Machine


                                       94
<PAGE>


                                Schedule 4.11(a)

                                  Real Property
                                  -------------

The Company has no real property as of the closing date of this agreement.

The Company is renting  office  space on a  month-to-month  basis from  Paradigm
Office Suites located at 400 E. Royal Lane, Irving, Texas 75039.











                                       95
<PAGE>


                               Schedule 4.11(b)

                Real Property Proceedings, Notices and Exceptions
                -------------------------------------------------

The Company has no real property proceedings, notices and encumbrances as of the
closing date of this agreement.










                                       96
<PAGE>

                                Schedule 4.12(a)

                          Intellectual Property Rights
                          ----------------------------

The Company has intellectual property rights to the following:

Company logos and trademarks as described in the diligence binder.
















                                       97
<PAGE>


                                Schedule 4.12(b)

                 Actions to Protect Intellectual Property Rights
                 -----------------------------------------------

The Company has no actions in progress to protect  intellectual  property rights
as of the closing date of this agreement.














                                       98
<PAGE>

                                Schedule 4.13(a)

                               Material Contracts
                               ------------------

The Company has the  following  material  contracts  in effect as of the closing
date of this agreement. These agreements are located in the diligence binder.

ATT Wireless  services contract for CDPD is terminated with ATT as the networked
has been  decommissioned  for new subscribers and will eventually be dismantled.
This network would have no material impact for the Purchaser.

ATT/Cingular Wireless

ATT Wireless Reseller  Agreement for GPRS service is provided in the binder. ATT
Wireless  (Now Cingular  Wireless)  will execute this  agreement  upon change in
control  of  Globicom  Wireless  under an  agreement  with the  Purchaser.  This
Agreement has been fully negotiated to support pricing schedules material to the
Purchaser users of the Purchaser's mobile gaming console.

The network  interconnect APN from Globicom's network servers and data center to
Cingular data center are communicated in this agreement.

This wholesale  agreement is appropriate for The Purchaser's users in the US and
is a core relationship for Globicom to provide managed services.

The  economic  responsibility  and impact for this  agreement is provided in the
forward  moving  financial  model for The Purchaser  that Globicom  Wireless has
prepared  and adopted for the  Purchaser  and  subsidiaries.  Additionally,  the
addendum for automated subscriber  activation from The Purchaser's public access
portal are provided in this section.

As this network is the  appropriate  wireless  data network to deploy to support
The Purchaser, this agreement will have a material impact on the merger.

Cingular Wireless

Cingular  Interactive  Dealer  Agreement  to  provide  data  communications  for
blackberry is provided in the binder.  This agreement has no material  impact on
The Purchaser.

Motient - Reseller  wholesale  agreement for data services  provided.  This will
have no material impact for the Purchaser.

Sprint PCS - Dealer Agreement for services is provided.  Sprint network protocol
is not  compatible  with the Purchaser and will have no material  impact on this
transaction.

T-Mobile - National Premier Dealer  Agreement is provided.  While this agreement
is for GPRS  services,  it is not a wholesale  relationship  that will allow the
Purchaser to add private subscribers, bill company owned subscribers or create a
dedicated APN  interconnect  that is necessary to serve the  Purchaser's  users.
This agreement will be terminated.

Verizon  Wireless - Dealer  Agreement for services is provided.  Verizon network
protocol is not compatible  with the Purchaser and will have no material  impact
on this transaction.

Technology

Hyperspace  Communications  supplier agreement to provide compression  component
for Globicom WISPR platform is provided.

Software Incubators - licensing agreement for Globicom to re-brand and implement
browser bass for  Globicom  blackberry  users is provided.  This has no material
impact for the Purchaser

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<PAGE>

Web Messenger - Globicom license for Instant Messaging is provided.  This has no
material impact for the Purchaser

Netseal -  Re-branding  agreement  for MPN Mobile  Private  Network  software is
provided. This will have no material impact for the Purchaser.

Rodopi Operating and Support Services-  software  licensing platform is provided
and will be used to bill the Purchaser's  subscribers through  pay-as-you-go and
user selected  subscription  products managed by the Company. This platform will
contain the API from the Purchaser's activation portal.

Employment Agreements

The company has employment  agreements  with the following  employees  copies of
which are included in the due diligence binder:

         Mace G. Gifford
         Antonio Rodriguez
         Ron Stapp











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<PAGE>



                                Schedule 4.13(d)

                               Funded Indebtedness
                               -------------------

The Company has the following  funded  indebtedness  in effect as of January 31,
2005.  The  Company  will be  converting  the  Loans to  Stockholders,  Loans to
Stockholders-Interest,  Short Term Borrowings,  Short Term  Borrowings-Interest,
Preferred Interest Payable, and Warrants will be converted to common stock prior
to closing.

    Promissory Notes:
    -----------------

             Holder                  Date         Principle      Interest
             ------                  ----         ---------      --------
             Connie Gifford         6/7/2001       $14,000        $4,093
             Connie Gifford        9/12/2001         8,000         2,169
             Connie Gifford       10/12/2001         8,000         2,116
             Connie Gifford        12/5/2001        15,000         3,791
             Connie Gifford         2/5/2002         4,500         1,076
             Connie Gifford         5/9/2002        15,000         3,248
             Connie Gifford        11/1/2002        17,000         3,063
             Danny Butler          9/28/2001         7,000         1,873
             Danny Butler          2/15/2001        50,000        14,808
             Danny Butler          6/30/2003        50,000         7,203

    Convertible Notes:
    ------------------

             Holder                  Date         Principle      Interest
             ------                  ----         ---------      --------
             Walter R. Fawcett      3/4/2002       $50,000       $33,377

    Secured Notes with Warrants:
    ----------------------------

    Holder                       Date         Principle    Interest   Warrants
    ------                       ----         ---------    --------   --------
    PMT Research, Inc.             6/7/2001     $78,383     $14,405    333,334
    Ohoud Sharbatly               9/12/2001     100,000      31,003    266,667
    Jasperson Marital Trust      10/12/2001      45,332      13,009    100,000
    Walter R. Fawcett             12/5/2001      50,000       7,249     50,000




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<PAGE>

                                Schedule 4.14(a)

                                Litigation, Etc.
                                ----------------

The Company has the following litigation issues in effect as of the closing date
of this agreement.

         City of Irving v. Globicom Wireless
                  Personal Property Tax due for 2003          $   554.84
                  Penalty and Interest                        $   144.26
                  Collection Fee                              $   104.87
                  Personal Property Tax due for 2003          $   364.90
                  Penalty and Interest                        $    32.85
                                    Total                     $ 1,201.72

         The Company will address this liability with the cash proceeds.






                                      102
<PAGE>

                                Schedule 4.14(b)

                               Resolved Litigation
                               -------------------

The Company has the following resolved  litigation issues as of the closing date
of this agreement.

         PMT Research, Inc. v. Globicom Wireless

         Agreed  Order  for  Delivery  of  Garnished  Funds and for  release  of
         Garnishment Bond No. 03-02670  District Court of Dallas County, TX 44th
         Judicial District

         Agreement  for Entry of  Judgment  and to Forgo Levy and  Execution  of
         Judgment  No.  03-02669-B  District  Court of  Dallas  County,  TX 44th
         Judicial District

PMT  Research/Rae  Albertini has agreed to accept the debt conversion offer that
will convert his  remaining  outstanding  principle,  interest and warrants into
shares of the Company's common stock and subsequently to TGTL restricted stock.










                                      103
<PAGE>

                                  Schedule 4.15

                              Compliance with Laws
                              --------------------

The Company has a plan of action to address compliance with the following issues
in effect as of the closing date of this agreement.

Form 1120 U.S.  Corporation  Income Tax Returns for the  following tax years are
due and will be filed by February 22, 2005:

                                Form 1120 - 2004
                                Form 1120 - 2003
                                Form 1120 - 2002
                                Form 1120 - 2001
                                Form 1120 - 2000

Form 941 U.S. Corporation Income Tax Returns for the following tax years are due
and will be filed immediately after closing:

                                Form 941 - 2004
                                Form 941 - 2003
                                Form 941 - 2002
                                Form 941 - 2001
                                Form 941 - 2000

Texas State  Franchise  Tax Returns for the following tax years are due and will
be filed by February 22, 2005:

                                Texas Franchise Tax Return - 2004
                                Texas Franchise Tax Return - 2003






                                      104
<PAGE>


                                Schedule 4.16(a)

                               Insurance Policies
                               ------------------

The Company has no  insurance  policies in effect as of the closing date of this
agreement.
















                                      105
<PAGE>



                                Schedule 4.16(b)

                             Insurance Claims, Etc.
                             ----------------------

The Company has no insurance claims as of the closing date of this agreement.
















                                      106
<PAGE>


                                Schedule 4.17(a)

                     Directors, Officers and Key Employees.
                     --------------------------------------

The following individuals are on the Board of Directors of the Company as of the
closing date of this agreement.

               Mace Gregory Gifford      Chairman
               Antonio Rodriguez         Treasurer and Secretary

The following  individuals  are the Officers and Key Employees of the Company as
of the closing date of this agreement.

               Mace Gregory Gifford      President and Chief Executive Officer
               Antonio Rodriguez         Chief Financial Officer
               Ron Stapp                 Vice President






















                                      107
<PAGE>


                                Schedule 4.17(b)

               Number of Employees, Independent Contractors, etc.
               --------------------------------------------------

The  following  individuals  are the three  employees  of the  Company as of the
closing date of this agreement.

                           Mace Gregory Gifford
                           Antonio Rodriguez
                           Ron Stapp


The  Company  has no  independent  contractors  as of the  closing  date of this
agreement.

















                                      108
<PAGE>



                                Schedule 4.17(c)

                                 Labor Relations
                                 ---------------

The  Company  has no  labor  relations  issues  as of the  closing  date of this
agreement.
















                                      109
<PAGE>



                                 Schedule 4.17()

                                Labor Proceedings
                                -----------------

The Company has no labor proceedings as of the closing date of this agreement.


















                                      110
<PAGE>



                                Schedule 4.17(f)

                             Joint Employee Matters
                             ----------------------

The  Company  has no  joint  employee  matters  as of the  closing  date of this
agreement.


















                                      111
<PAGE>



                                Schedule 4.17(g)

                        Independent Contractor Agreements
                        ---------------------------------

The Company has no independent  contractor  agreements as of the closing date of
this agreement.

















                                      112
<PAGE>



                                Schedule 4.18(a)

                             Employee Benefit Plans
                             ----------------------

The  Company  has no  employee  benefit  plans  as of the  closing  date of this
agreement.























                                      113
<PAGE>


                                Schedule 4.18(b)

                                ERISA Compliance
                                ----------------

The  Company  has no  ERISA  plans  in  effect  as of the  closing  date of this
agreement.




















                                      114
<PAGE>



                                Schedule 4.19(a)

                         Environmental Laws - Violations
                         -------------------------------

The Company has no  environmental  law violations as of the closing date of this
agreement.

















                                      115
<PAGE>



                                Schedule 4.19(b)

              Environmental Compliance -Previously Owned Properties
              -----------------------------------------------------

The  Company  has no  environmental  compliance  issues on  previously  owned or
inhabited property as of the closing date of this agreement.























                                      116
<PAGE>


                                Schedule 4.21(a)

                           Related Party Transactions
                           --------------------------

The Company has the following related party  transactions as of the closing date
of this agreement.





















                                      117
<PAGE>


                                Schedule 4.21(b)

                                  Distributions
                                  -------------

The Company has made the following  distributions as of the closing date of this
agreement.





















                                      118
<PAGE>


                                  Schedule 4.22

                          Accounts and Notes Receivable
                          -----------------------------

The Company has no collectible  accounts and notes  receivable as of the closing
date of this agreement.




















                                      119
<PAGE>


                                  Schedule 4.23

                        Bank Accounts; Power of Attorney
                        --------------------------------

The  Company has the  following  bank  accounts  as of the closing  date of this
agreement.

The Company  has no powers of attorney in effect as of the closing  date of this
agreement.
























                                      120
<PAGE>



                                  Schedule 4.24

                              Suppliers and Vendors
                              ---------------------

The Company has  following  key  suppliers and vendors as of the closing date of
this agreement.

                                Cingular Wireless
                                 Rodopi Software























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