<PAGE>

                                                                  EXHIBIT 4.(a)5

                 SHARE EXCHANGE AGREEMENT DATED OCTOBER 30, 2002
              BY AND AMONG THE REGISTRANT, ECI TELECOM - NGTS INC.
                           AND NEXVERSE NETWORKS, INC.



<PAGE>



                            SHARE EXCHANGE AGREEMENT

                                      AMONG

                                ECI TELECOM LTD.,

                            ECI TELECOM - NGTS INC.,

                                       AND

                            NEXVERSE NETWORKS, INC.,







                             DATED OCTOBER 30, 2002


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                 PAGE
                                                                                                 ----
<S>                                                                                                 <C>
ARTICLE I DEFINITIONS ..........................................................................    3
         SECTION 1.01 Certain Defined Terms ....................................................    3

ARTICLE II SHARE EXCHANGE ......................................................................    8
         SECTION 2.01 Exchange of Chorale Networks Israel Shares ...............................    8
         SECTION 2.02 Exchange of Chorale Networks U.S. Shares .................................    8
         SECTION 2.03 Closing ..................................................................    9

ARTICLE III REPRESENTATIONS AND WARRANTIES  OF THE SELLERS .....................................   10
         SECTION 3.01 Organization and Qualification; Subsidiaries .............................   10
         SECTION 3.02 Certificate of Incorporation and Bylaws; Minutes .........................   11
         SECTION 3.03 Capitalization ...........................................................   11
         SECTION 3.04 Authority Relative to This Agreement; Title to Shares ....................   12
         SECTION 3.05 No Conflicts; Consents ...................................................   12
         SECTION 3.06 Permits; Compliance with Laws ............................................   13
         SECTION 3.07 Financial Statements; Undisclosed Liabilities ............................   13
         SECTION 3.08 Absence of Certain Changes or Events .....................................   14
         SECTION 3.09 Employee Benefit Plans; Labor Matters ....................................   14
         SECTION 3.10 Contracts ................................................................   17
         SECTION 3.11 Litigation ...............................................................   18
         SECTION 3.12 Environmental Matters ....................................................   18
         SECTION 3.13 Intellectual Property ....................................................   19
         SECTION 3.14 Taxes ....................................................................   21
         SECTION 3.15 Insurance ................................................................   22
         SECTION 3.16 Assets ...................................................................   23
         SECTION 3.17 Affiliates ...............................................................   23
         SECTION 3.18 Brokers ..................................................................   24
         SECTION 3.19 Business Practices .......................................................   24
         SECTION 3.20 Business Activity Restriction ............................................   24
         SECTION 3.21 Customers and Suppliers ..................................................   25
         SECTION 3.22 Employee Matters .........................................................   25
         SECTION 3.23 Investment Representation ................................................   26
         SECTION 3.24 Full Disclosure ..........................................................   26

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF NEXVERSE ..........................................   26
         SECTION 4.01 Organization and Qualification; Subsidiaries .............................   26
         SECTION 4.02 Certificate of Incorporation and Bylaws; Minute Books ....................   27
         SECTION 4.03 Capitalization ...........................................................   27
         SECTION 4.04 Authority Relative to this Agreement .....................................   28
</TABLE>

                                       i

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                                <C>
         SECTION 4.05 No Conflicts; Consents ...................................................   29
         SECTION 4.06 Permits; Compliance with Laws ............................................   29
         SECTION 4.07 Financial Statements; Undisclosed Liabilities ............................   29
         SECTION 4.08 Absence of Certain Changes or Events .....................................   30
         SECTION 4.09 Employee Benefit Plans; Labor Matters ....................................   31
         SECTION 4.10 Contracts ................................................................   34
         SECTION 4.11 Litigation ...............................................................   35
         SECTION 4.12 Environmental Matters ....................................................   35
         SECTION 4.13 Intellectual Property ....................................................   35
         SECTION 4.14 Taxes ....................................................................   38
         SECTION 4.15 Insurance ................................................................   39
         SECTION 4.16 Properties ...............................................................   39
         SECTION 4.17 Affiliates ...............................................................   40
         SECTION 4.18 Brokers ..................................................................   40
         SECTION 4.19 Business Practices .......................................................   40
         SECTION 4.20 Business Activity Restriction ............................................   40
         SECTION 4.21 Customers and Suppliers ..................................................   41
         SECTION 4.22 Employee Matters .........................................................   41
         SECTION 4.23 Registration Rights and Voting Rights ....................................   42
         SECTION 4.24 Investment Representation ................................................   42
         SECTION 4.25 Full Disclosure ..........................................................   42

ARTICLE V COVENANTS 42
         SECTION 5.01 Conduct of the Business Pending the Closing ..............................   42
         SECTION 5.02 Conduct of Business by NexVerse Pending the Closing ......................   43
         SECTION 5.03 Notices of Certain Events ................................................   45
         SECTION 5.04 Access to Information; Confidentiality ...................................   46
         SECTION 5.05 No Solicitation of Transactions ..........................................   46
         SECTION 5.06 Further Action; Consents; Filings ........................................   47
         SECTION 5.07 Public Announcements .....................................................   47
         SECTION 5.08 Line of Credit ...........................................................   47
         SECTION 5.09 Employee Benefit Matters .................................................   48
         SECTION 5.10 Grant of NexVerse Options to Employees of NGTS Israel and NGTS U.S. ......   48

ARTICLE VI CONDITIONS TO THE TRANSACTIONS ......................................................   48
         SECTION 6.01 Conditions to the Obligations of Each Party to Consummate the Transactions   48
         SECTION 6.02 Conditions to the Obligations of the Sellers .............................   49
         SECTION 6.03 Conditions to the Obligations of NexVerse ................................   50

ARTICLE VII TERMINATION, AMENDMENT AND WAIVER ..................................................   50
         SECTION 7.01 Termination ..............................................................   50
         SECTION 7.02 Effect of Termination ....................................................   51
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                <C>
ARTICLE VIII indemnification ...................................................................   51
         SECTION 8.01 Indemnification ..........................................................   51
         SECTION 8.02 Limitations on Indemnification ...........................................   52
         SECTION 8.03 Procedures ...............................................................   53
         SECTION 8.04 Exclusive Remedy .........................................................   54

ARTICLE IX GENERAL PROVISIONS ..................................................................   55
         SECTION 9.01 Survival .................................................................   55
         SECTION 9.02 Amendment Waivers ........................................................   55
         SECTION 9.03 Waiver ...................................................................   55
         SECTION 9.04 Expenses .................................................................   55
         SECTION 9.05 Notices ..................................................................   56
         SECTION 9.06 Severability .............................................................   57
         SECTION 9.07 Assignment; Binding Effect; Benefit ......................................   57
         SECTION 9.08 Incorporation of Exhibits ................................................   57
         SECTION 9.09 Governing Law ............................................................   57
         SECTION 9.10 Waiver of Jury Trial .....................................................   57
         SECTION 9.11 Headings; Interpretation .................................................   58
         SECTION 9.12 Counterparts .............................................................   58
         SECTION 9.13 Entire Agreement .........................................................   58
</TABLE>




                                    EXHIBITS

Exhibit 1               Israeli Separation Agreement
Exhibit 2               U.S. Separation Agreement
Exhibit 3               DCME License Agreement
Exhibit 4               VoIP Grant-Back License Agreement
Exhibit 5               DCME Master Agreement
Exhibit 6               VoIP Agreement
Exhibit 7A              Support Agreement - Israel
Exhibit 7B              Support Agreement - U.S.
Exhibit 8               Trademark License Agreement
Exhibit 9               Line of Credit Agreement
Exhibit 10              Transferring Employees
Exhibit 11              Series C Financing Documents
Exhibit 11A             Escrow Agreement
Exhibit 12              Opinion of Cooley Godward LLP
Exhibit 13              Recapitalization Table
Exhibit 14              Opinion of Goldfarb, Levy, Eran & Co.
Exhibit 15              Opinion of Brobeck, Phleger & Harrison LLP
Exhibit 16              Form of Resolutions Electing Directors
Exhibit 17              Closing Options


                                      iii

<PAGE>


                            SHARE EXCHANGE AGREEMENT

                  This SHARE  EXCHANGE  AGREEMENT,  dated  October  30, 2002 (as
amended,   supplemented   or  otherwise   modified  from  time  to  time,   this
"Agreement"),  is made by and among ECI  Telecom  Ltd.,  an Israeli  corporation
("ECI"),  ECI  Telecom  - NGTS Inc.  ("NGTS  U.S." and  together  with ECI,  the
"Sellers"),  a Delaware corporation and an indirect  wholly-owned  subsidiary of
ECI, and NexVerse Networks, Inc., a Delaware corporation ("NexVerse").


                                    RECITALS

                  WHEREAS,  the Sellers  wish to sell,  and  NexVerse  wishes to
purchase, certain operations of the business of ECI, ECI Telecom - NGTS Ltd., an
Israeli corporation and wholly owned subsidiary of ECI ("NGTS Israel"), and NGTS
U.S. related to the development,  manufacture, marketing, sale, distribution and
service  of  products   and   solutions   for   gateways   for   point-to-point,
point-to-multipoint   and/or  switching  and   non-switching   applications  for
connecting  end-to-end  telephony  or  telephony  over  packet  networks,  which
gateways include classification and/or compression of telephony signals, such as
voice, modem, fax and/or other signals, such as video conference, and conversion
of the classified and/or compressed signals into packets in formats suitable for
media, such as Ethernet, IP, ATM or MPLS Voice over Internet Protocol (the "VoIP
Business"),  including customer  contracts,  intellectual  property rights, VoIP
gateway inventory,  prepaid maintenance funds and specified  equipment,  and the
business of developing,  marketing,  selling,  distributing and supporting ECI's
DCME product line,  excluding DCME  inventory,  manufacturing  assets and assets
associated with Celtro, Inc. ("Celtro") and the prepaid calling card business of
the Sellers (together with the VoIP Business, the "Business").

                  WHEREAS,  in order to effectuate  the  foregoing,  immediately
prior to the Closing, as defined in Section 2.03:

                  (1)      ECI and NGTS Israel will transfer to a newly created,
                           wholly-owned   subsidiary   of  ECI,   Tonance   Ltd.
                           ("Chorale Networks Israel"), the assets (the "Israeli
                           Assets")   described  in  the  Separation  and  Asset
                           Purchase Agreement,  dated as of the Closing Date, as
                           defined in Section 2.03 below, by and among ECI, NGTS
                           Israel and Chorale Networks Israel,  substantially in
                           the form  attached  hereto as Exhibit 1 (the "Israeli
                           Separation Agreement");

                  (2)      NGTS  U.S.   will   transfer  to  a  newly   created,
                           wholly-owned     subsidiary,     Chorale     Networks
                           International,  Inc.  ("Chorale  Networks  U.S."  and
                           together   with   Chorale   Networks   Israel,    the
                           "Companies"),  the  assets  (the  "U.S.  Assets"  and
                           together  with  the  Israeli  Assets,  the  "Assets")
                           described  in  the   Separation  and  Asset  Purchase
                           Agreement,  dated  as of  the  Closing  Date,  by and
                           between   NGTS  U.S.  and  Chorale   Networks   U.S.,
                           substantially  in the form attached hereto as Exhibit
                           2 (the "U.S.  Separation Agreement" and together with
                           the Israeli  Separation  Agreement,  the  "Separation
                           Agreements");


<PAGE>

                  (3)      ECI  and  NGTS  Israel  will  enter  into  a  license
                           agreement with Chorale Networks Israel  substantially
                           in  the  form  attached  hereto  as  Exhibit  3  (the
                           "Intellectual Property License Agreement"),  pursuant
                           to which ECI will grant (i) a perpetual  royalty-free
                           license  to  Chorale   Networks  Israel  to  use  the
                           intellectual  property  described  therein (the "DCME
                           IP") to the extent necessary to develop, market, sell
                           and  support  the  DCME   product  line  and  (ii)  a
                           perpetual, royalty-free, exclusive license to use the
                           DCME  IP  in   connection   with   the   development,
                           manufacture,   marketing  and  support  of  the  VoIP
                           product line by Chorale Networks Israel, in each case
                           as more fully  described,  and  pursuant to the terms
                           set forth therein; and



                  (4)      Chorale  Networks  Israel  will  enter into a license
                           agreement with ECI substantially in the form attached
                           hereto as  Exhibit 4 (the  "VoIP  Grant-Back  License
                           Agreement"),   pursuant  to  which  Chorale  Networks
                           Israel will grant ECI a  perpetual,  non-transferable
                           license to use the  intellectual  property  described
                           therein  (the  "VoIP  IP")   pursuant  to  the  terms
                           therein.

                  WHEREAS,  at the Closing,  ECI will transfer all of the issued
and outstanding  ordinary shares of Chorale Networks Israel to NexVerse and NGTS
U.S. will transfer all of the issued and  outstanding  shares of common stock of
Chorale  Networks  U.S.  to  NexVerse,  in each case in  exchange  for shares of
NexVerse Common Stock and Series B-1 Preferred  Stock, as such terms are defined
in  Section  2.01,  all upon the terms and  conditions  of this  Agreement  (the
"Exchange Transaction").

                  WHEREAS,  simultaneously  with the  Closing,  the parties will
enter into various agreements with respect to the Business, including:

                  (1)      ECI, Chorale  Networks Israel,  Chorale Networks U.S.
                           and  NexVerse  will  enter into an  exclusive  master
                           manufacturing and distribution  agreement relating to
                           ECI's DCME product  line,  substantially  in the form
                           attached  hereto  as  Exhibit  5  (the  "DCME  Master
                           Agreement"),  pursuant to which ECI will  manufacture
                           the DCME products  ordered by Chorale Networks Israel
                           and Chorale  Networks  U.S.  and provide  service and
                           maintenance on such products,  all for the period and
                           subject to the terms and conditions  contained in the
                           DCME Master Agreement;

                  (2)      ECI, Chorale  Networks Israel,  Chorale Networks U.S.
                           and   NexVerse   will  enter  into  a   non-exclusive
                           manufacturing and supply agreement  relating to ECI's
                           provision of VoIP gateway products,  substantially in
                           the form  attached  hereto as  Exhibit  6 (the  "VoIP
                           Agreement");


<PAGE>

                  (3)      ECI and  Chorale  Networks  Israel  will enter into a
                           transitional    support   and   services   agreement,
                           substantially  in the form attached hereto as Exhibit
                           7A, and ECI Telecom, Inc., a Delaware corporation and
                           indirect   wholly-owned   subsidiary  of  ECI,  ("ECI
                           Inc."),  and Chorale  Networks U.S. will enter into a
                           transitional    support   and   services   agreement,
                           substantially  in the form attached hereto as Exhibit
                           7B (together, the "Support Agreements"), relating to,
                           among other things,  the sublease of office space and
                           the provision of services to support those  employees
                           of Sellers whose  employment  relates to the Business
                           and  who  will be  transferred  to  Chorale  Networks
                           Israel,   Chorale  Networks  U.S.  or  NexVerse  (the
                           "Transferring Employees");

                  (4)      ECI and NexVerse will enter into a license agreement,
                           substantially  in the form attached hereto as Exhibit
                           8 (the "Trademark  License  Agreement"),  pursuant to
                           which  NexVerse  will  be  permitted  to use  the ECI
                           trademarks,  service  marks and trade names listed in
                           the Trademark  License  Agreement to market itself as
                           "an ECI Telecom  Company" for a period and within the
                           parameters   set  forth  in  the  Trademark   License
                           Agreement; and

                  (5)      ECI,  certain  stockholders  of NexVerse  and certain
                           other  Persons  will  purchase  from  NexVerse,   and
                           NexVerse  will  issue and sell,  an  aggregate  of at
                           least $20,000,000 of shares of its Series C Preferred
                           Stock,  par value  $0.001  per share  (the  "Series C
                           Preferred  Stock"  and such  issuance  and sale,  the
                           "Series C Financing").  The Exchange  Transaction and
                           the other  transactions  described in these  recitals
                           are referred to in this Agreement collectively as the
                           "Transactions."

                  NOW,  THEREFORE,  in  consideration  of  the  representations,
warranties,  covenants  and  agreements  set forth  herein,  and other  valuable
consideration,  the receipt and adequacy of which are hereby  acknowledged,  and
intending to be legally bound hereby, the parties agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

                  SECTION 1.01 Certain Defined Terms

                  Unless the context  otherwise  requires,  the following terms,
when used in this Agreement,  shall have the respective meanings specified below
(such meanings to be equally  applicable to the singular and plural forms of the
terms defined):

                  "affiliate" shall mean, with respect to any person,  any other
person that controls, is controlled by or is under common control with the first
person.

                  "Blue Sky Laws"  shall  mean  state  securities  or "blue sky"
laws.


<PAGE>

                  "Broker  Fees"  shall mean any  brokerage,  finder's  or other
similar fee or commission in connection with the Exchange Transaction.

                  "business  day"  shall  mean  any day on which  the  principal
offices of the SEC in Washington,  D.C. are open to accept  filings,  or, in the
case of  determining  a date when any payment is due, any day on which banks are
not required or authorized by law or executive order to close in New York.

                  "Company  Intellectual  Property"  shall mean rights in all of
the following,  in the United States and throughout the world, that are owned or
licensed by either of the  Sellers or NGTS  Israel and that are  material to the
Business:  any  patents  (including,  without  limitation,  all  related  patent
applications,  invention  and  patent  disclosures,  and any and all  divisions,
continuations,  continuations-in-part,  reissues, re-examinations and extensions
thereof), design rights, trademarks, trade names and service marks, trade dress,
logos, and any other source-identifying  designations or devices,  including any
combinations and variations thereof, whether registered or unregistered, and all
associated  goodwill,  Internet  domain names,  mask work rights and copyrights,
whether registered or unregistered, and any renewal rights therefor, sui generis
database  rights,  and  rights  in any  trade  secrets,  know  how,  information
technologies, inventions, statistical models, supplier lists, works-in-progress,
concepts,  methods,  processes,  reports,  data,  computer  software programs or
applications  in both  source  and  object  code  form,  and  related  technical
documentation ("Technical  Documentation"),  registrations and applications with
respect to any of the foregoing and all other intangible proprietary rights.

                  "Code" shall mean the U.S.  Internal  Revenue Code of 1986, as
amended.

                  "Companies  Material  Adverse Effect" shall mean any change in
or effect on the Business that,  individually  or in the aggregate  (taking into
account all other such changes or effects),  is, or is reasonably  likely to be,
materially  adverse to the Assets or the results of  operations of the Business,
except  that any change in or effect on the Assets or results of  operations  of
the  Business  resulting  from  any of the  following  shall  not  constitute  a
Companies  Material  Adverse  Effect:  (1) events,  changes or  developments  in
worldwide, national or local political, economic or regulatory conditions or (2)
any changes in law or accounting  principles  (and any  resulting  changes) that
adversely affect businesses  generally or the Companies'  industry generally and
that do not specifically relate to or have a materially  disproportionate effect
on the Assets or results of operations of the Business.

                  "Competing  Transaction"  shall mean,  (x) with respect to the
Sellers,  any  sale,  lease,  exchange,  mortgage,  pledge,  transfer  or  other
disposition  of the  Assets in a single  transaction  or series of  transactions
(other than pursuant to the  Separation  Agreements or the Exchange  Transaction
and except for sales of inventory in the ordinary course of business  consistent
with past practice) or any public announcement of a proposal,  plan or intention
to do the  foregoing or any agreement to engage in the  foregoing,  and (y) with
respect to NexVerse, any of the following (other than the Exchange Transaction):


<PAGE>

                           (i)  any  merger,   consolidation,   share  exchange,
                  business combination or other similar transaction;

                           (ii) any sale,  lease,  exchange,  mortgage,  pledge,
                  transfer or other  disposition of 10% or more of its assets in
                  a single transaction or series of transactions;

                           (iii) any person having acquired beneficial ownership
                  or the  right  to  acquire  beneficial  ownership  of,  or any
                  "group" (as such term is defined  under  Section  13(d) of the
                  Exchange Act) having been formed that beneficially owns or has
                  the right to acquire  beneficial  ownership of, 20% or more of
                  its outstanding voting securities; or

                           (iv) any public  announcement of a proposal,  plan or
                  intention  to do any  of the  foregoing  or any  agreement  to
                  engage in any of the foregoing.

                  "$" shall mean United States Dollars.

                  "Environmental  Law"  shall  mean any Law and any  enforceable
judicial or  administrative  interpretation  thereof,  including any judicial or
administrative  order,  consent  decree or  judgment,  relating to  pollution or
protection  of  the  environment  or  natural  resources,   including,   without
limitation,  those  relating to the use,  handling,  transportation,  treatment,
storage,  disposal,  release or discharge of Hazardous Material, as in effect as
of the date hereof.

                  "Environmental  Permit"  shall  mean  any  permit,   approval,
identification  number,  license or other authorization required under or issued
pursuant to any applicable Environmental Law.

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, together with the rules and regulations promulgated thereunder.
                  "Expenses"  shall mean, with respect to any party hereto,  all
out-of-pocket expenses (including,  without limitation, all fees and expenses of
counsel,  accountants,  investment  bankers,  experts and consultants to a party
hereto and its affiliates) incurred by such party or on its behalf in connection
with or related to the authorization,  preparation,  negotiation,  execution and
performance of its obligations  pursuant to this Agreement and the  consummation
of  the   Transactions  and  all  other  matters  related  to  the  transactions
contemplated hereby and the closing of the Exchange Transaction;  provided, that
any Broker Fees shall not constitute Expenses.

                  "GAAP" shall mean United States generally accepted  accounting
principles.


<PAGE>

                  "Governmental  Entity" shall mean any United  States  Federal,
state  or  local  or any  foreign  governmental,  regulatory  or  administrative
authority, agency or commission or any court, tribunal or arbitral body.

                  "Governmental  Order"  shall mean any order,  writ,  judgment,
injunction,  decree, stipulation,  determination or award entered by or with any
Governmental Entity.

                  "Hazardous  Material" shall mean (i) any petroleum,  petroleum
products,    by-products   or   breakdown   products,   radioactive   materials,
asbestos-containing materials or polychlorinated biphenyls or (ii) any chemical,
material  or  substance  defined  or  regulated  as toxic or  hazardous  or as a
pollutant or contaminant or waste under any applicable Environmental Law.

                  "IRS" shall mean the United States Internal Revenue Service.

                  "Law" shall mean any Federal, state, foreign or local statute,
law,  ordinance,   regulation,   rule,  code,  order,  judgment,  decree,  other
requirement or rule of law of the United States or any other  jurisdiction,  and
any other similar act or law.

                  "Lien" shall mean any lien, pledge,  mortgage,  deed of trust,
security  interest,  claim,  lease,  license,  charge,  option,  right  of first
refusal,  easement,  servitude,  transfer restriction,  encumbrance or any other
restriction or limitation whatsoever.

                  "Memorandum of Understanding"  shall mean the Summary of Terms
entered into by and between ECI and NexVerse as of August 22, 2002.

                  "NexVerse  Disclosure  Schedule"  shall  mean  the  disclosure
schedules  delivered by NexVerse to the Sellers  prior to the  execution of this
Agreement and forming a part hereof.

                  "NexVerse  Intellectual  Property" shall mean rights in all of
the following,  in the United States and throughout the world, that are material
to  the  currently  planned  or  proposed  business  of  NexVerse:  any  patents
(including,  without limitation, all related patent applications,  invention and
patent    disclosures,    and   any   and    all    divisions,    continuations,
continuations-in-part, reissues, re-examinations and extensions thereof), design
rights,  trademarks,  trade names and service marks, trade dress, logos, and any
other source-identifying designations or devices, including any combinations and
variations thereof, whether registered or unregistered, all associated goodwill,
Internet domain names,  mask work rights and copyrights,  whether  registered or
unregistered,  and any renewal rights therefor, sui generis database rights, and
rights in any trade secrets,  know how,  information  technologies,  inventions,
statistical  models,  supplier  lists,  works-in-progress,   concepts,  methods,
processes,  reports,  data,  computer  software programs or applications in both
source  and  object  code  form,  Technical  Documentation,   registrations  and
applications  with  respect  to any of the  foregoing  and all other  intangible
proprietary rights.

                  "NexVerse Material Adverse Effect" shall mean any change in or
effect on the  business  of  NexVerse  that,  individually  or in the  aggregate
(taking into account all other such

<PAGE>

changes or effects),  is, or is reasonably likely to be,  materially  adverse to
the business, assets, liabilities,  financial condition or results of operations
of NexVerse, except that any change in or effect on the foregoing resulting from
any of the following  shall not constitute a NexVerse  Material  Adverse Effect:
(1) events,  changes or developments in worldwide,  national or local political,
economic  or  regulatory  conditions  or (2) any  changes  in law or  accounting
principles  (and  any  resulting   changes)  that  adversely  affect  businesses
generally or NexVerse's  industry generally and that do not specifically  relate
to or  have  a  materially  disproportionate  effect  on the  business,  assets,
liabilities, financial condition or results of operations of NexVerse.

                  "NexVerse Stock Plan" means the 2001 Equity  Incentive Plan of
NexVerse.

                  "Person" shall mean an individual,  corporation,  partnership,
limited partnership,  limited liability company,  limited liability partnership,
syndicate,  person  (including,  without  limitation,  a "person"  as defined in
Section 13(d)(3) of the Exchange Act), trust, association,  entity or government
or political subdivision, agency or instrumentality of a government.

                  "Securities  Act" shall mean the  Securities  Act of 1933,  as
amended, together with the rules and regulations promulgated thereunder.

                  "SEC" shall mean the Securities and Exchange Commission.

                  "Sellers'  Disclosure  Schedule"  shall  mean  the  disclosure
schedules  delivered by the Sellers to NexVerse  prior to the  execution of this
Agreement and forming a part hereof.

                  "subsidiary"  shall  mean,  with  respect to any  person,  any
corporation,   partnership,  limited  partnership,  limited  liability  company,
limited liability partnership, joint venture or other legal entity of which such
person  (either alone or through or together  with any other  subsidiary of such
person) owns,  directly or  indirectly,  a majority of the stock or other equity
interests.

                  "Tax" shall mean (i) any and all taxes, fees, levies,  duties,
tariffs,  imposts and other charges and  assessments  of any kind (together with
any and all interest, penalties, additions to tax and additional amounts imposed
with respect thereto) imposed by any  Governmental  Entity or taxing  authority,
including,  without  limitation,  taxes or other  charges on or with  respect to
income,  franchises,  windfall or other profits,  gross receipts,  net proceeds,
real and personal  property,  sales,  use, capital stock,  payroll,  employment,
social security, workers' compensation,  unemployment compensation or net worth;
taxes or other charges in the nature of excise,  withholding, ad valorem, stamp,
transfer,  value-added or gains taxes;  license,  registration and documentation
fees; and customers' duties, tariffs and similar charges; (ii) any liability for
the payment of any amounts of the type  described  in (i) as a result of being a
member of an affiliated, combined, consolidated or unitary group for any taxable
period; and (iii) any liability for the payment of amounts of the type described
in (i) or (ii) as a result of being a transferee  of, or a successor in interest
to, any Person or as a result of an express or implied  obligation  to indemnify
any person.

                  "Tax Return" shall mean any return, report,  statement or form
(including,   without   limitation,   any  estimated  tax  reports  or  returns,
withholding  tax reports or returns and

<PAGE>

information reports or returns and any related or supporting  information) filed
or  required to be filed with any  Governmental  Entity in  connection  with the
determination,  assessment or collection of any Taxes or the  administration  of
any Law relating to Taxes.

                                   ARTICLE II

                                 SHARE EXCHANGE

         SECTION 2.01 Exchange of Chorale Networks Israel Shares

         (a) Exchange of Shares.  At the Closing,  upon the terms and subject to
the  conditions  of this  Agreement  and in reliance  upon the  representations,
warranties and  agreements  contained  herein,  ECI shall transfer and convey to
NexVerse, and NexVerse shall acquire from ECI, all of the issued and outstanding
ordinary  shares of Chorale  Networks  Israel,  nominal value NIS 0.01 per share
(the "Chorale  Networks Israel Shares"),  in exchange for an aggregate number of
shares of Series B-1 Preferred  Stock,  par value $0.001 per share,  of NexVerse
(the "Series B-1 Preferred  Stock") and shares of common stock, par value $0.001
per share,  of  NexVerse  (the  "NexVerse  Common  Stock") as provided by ECI to
NexVerse in writing  prior to the Closing;  provided  that such number of shares
Series B-1 Preferred Stock shall not exceed  9,000,000 and such number of shares
of  NexVerse  Common  Stock  shall  not  exceed  68,347,221  (collectively,  the
"NexVerse Shares - Israel").

         (b) Issuance of NexVerse Israel Shares. At the Closing,  upon the terms
and  subject  to the  conditions  of this  Agreement  and in  reliance  upon the
representations,  warranties and  agreements  contained  herein,  NexVerse shall
issue to ECI the NexVerse Shares - Israel.

         (c) Delivery of Chorale  Networks Israel Shares.  At the Closing,  upon
the terms and subject to the  conditions of this  Agreement and in reliance upon
the  representations,  warranties and  agreements  contained  herein,  ECI shall
deliver to  NexVerse a  certificate  representing  the Chorale  Networks  Israel
Shares,  constituting all of the issued and outstanding share capital of Chorale
Networks Israel,  duly endorsed in blank or accompanied by a share transfer deed
duly executed in blank, in proper form for transfer.

         SECTION 2.02 Exchange of Chorale Networks U.S. Shares

         (a) Exchange of Shares.  At the Closing,  upon the terms and subject to
the  conditions  of this  Agreement  and in reliance  upon the  representations,
warranties and agreements  contained herein, NGTS U.S. shall transfer and convey
to NexVerse,  and NexVerse  shall acquire from NGTS U.S.,  all of the issued and
outstanding  common stock of Chorale  Networks  U.S.,  par value $0.01 per share
(the "Chorale  Networks U.S.  Shares"),  in exchange for an aggregate  number of
shares of Series B-1 Preferred  Stock and shares of NexVerse  Common Stock equal
to 9,000,000  less the number of shares issued to ECI pursuant to 2.01(a) above,
in the case of Series B-1 Preferred  Stock,  and  68,347,221  less the number of
shares issued to ECI pursuant to 2.01(a) above,  in the case of NexVerse  Common
Stock (collectively, the "NexVerse Shares - U.S.").


<PAGE>

         (b) Issuance of NexVerse U.S.  Shares.  At the Closing,  upon the terms
and  subject  to the  conditions  of this  Agreement  and in  reliance  upon the
representations,  warranties and  agreements  contained  herein,  NexVerse shall
issue to NGTS U.S. the NexVerse Shares - U.S.

         (c) Delivery of Chorale Networks U.S. Shares. At the Closing,  upon the
terms and subject to the  conditions of this  Agreement and in reliance upon the
representations,  warranties and agreements  contained  herein,  NGTS U.S. shall
deliver to NexVerse a certificate representing the Chorale Networks U.S. Shares,
constituting all of the issued and outstanding capital stock of Chorale Networks
U.S.,  duly endorsed in blank or  accompanied  by a stock power duly executed in
blank, in proper form for transfer.

         SECTION 2.03 Closing

         (a) Closing. The closing of the exchange of the Chorale Networks Israel
Shares for the NexVerse Shares - Israel and the exchange of the Chorale Networks
U.S. Shares for the NexVerse Shares - U.S.  contemplated  hereby (the "Closing")
shall  take place at the  offices  of  Brobeck,  Phleger &  Harrison  LLP,  1633
Broadway, New York, New York, at 10:00 a.m. New York time, on the third business
day after the conditions to Closing set forth in Article VI have been satisfied,
or such other time and date as the parties hereto may mutually agree;  provided,
that all of the  conditions  to  Closing  set  forth  in  Article  VI have  been
satisfied or waived by the party or parties  entitled to waive them. The date on
which the Closing occurs is referred to in this Agreement as the "Closing Date."

         (b)  Deliveries at Closing.  At the Closing,  the following  agreements
will be delivered,  and the following  transactions will be consummated,  by the
parties:

         (A) Separation  Agreements.  The Israeli Separation  Agreement attached
hereto as Exhibit 1, including all agreements attached as exhibits thereto, will
be delivered by ECI, NGTS Israel,  Chorale  Networks Israel and NexVerse and the
U.S. Separation Agreement attached hereto as Exhibit 2 will be delivered by NGTS
U.S., Chorale Networks U.S., ECI and NexVerse, and the transactions contemplated
by such agreements shall be completed;

         (B) DCME Master Agreement. The DCME Master Agreement attached hereto as
Exhibit 5 will be delivered by ECI, Chorale  Networks  Israel,  Chorale Networks
U.S. and NexVerse;

         (C) Directions  Regarding  Release of Escrow.  Simultaneously  with the
Closing, ECI, NexVerse and the Investor  Representative will instruct the Escrow
Agent to release  the Escrow  Property,  including  the  Escrowed  Funds and the
signature pages to the Amended and Restated  Investor  Rights  Agreement and the
Amended and Restated Voting Agreement. Such agreements, the Amended and Restated
Certificate  of  Incorporation  of  NexVerse  and the  Series  C Stock  Purchase
Agreement  are  collectively  referred  to  herein as the  "Series  C  Financing
Documents," all of which shall be in substantially  the forms attached hereto as
Exhibit 11. All  capitalized  terms used in this  subsection  2.03(b)(C) but not
defined  in

<PAGE>

this  Agreement  shall have the  meanings  given  them in the  Escrow  Agreement
attached hereto as Exhibit 11A (the "Escrow Agreement");

         (D) VoIP  Agreement.  The VoIP Agreement  attached  hereto as Exhibit 6
will be delivered by ECI,  Chorale  Networks  Israel,  Chorale Networks U.S. and
NexVerse;

         (E)  Support  Agreements.  The  Support  Agreement  attached  hereto as
Exhibit 7A will be delivered by ECI, Chorale  Networks Israel and NexVerse,  and
the Support  Agreement  attached  hereto as Exhibit 7B will be  delivered by ECI
Inc., Chorale Networks U.S., ECI and NexVerse;

         (F)  Trademark  License  Agreement.  The  Trademark  License  Agreement
attached hereto as Exhibit 8 will be delivered by ECI and NexVerse;

         (G) Board of  Directors.  Resolutions  attached  hereto as  Exhibit  16
electing  Promod  Haque,  Pascal  Levensohn,  Morgan  Jones,  Amit  Chawla,  Tal
Simchony,  Giora Bitan, Barak Hachamov,  one director designated by ECI prior to
Closing  (provided that such director is neither an officer nor director of ECI)
and, if practicable,  one independent  director  selected by the directors named
herein to the board of directors  of NexVerse  will be delivered by the board of
directors of NexVerse;

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES
                                 OF THE SELLERS

         The Sellers,  jointly and  severally,  hereby  represent and warrant to
NexVerse,  subject to the  exceptions  specifically  disclosed in writing in the
Sellers' Disclosure Schedule, all such exceptions to be referenced to a specific
representation  set  forth in this  Article  III (it being  understood  that all
matters  set forth in the  Sellers'  Disclosure  Schedule  shall be deemed to be
disclosed  not  only  in  connection  with  the   representation   and  warranty
specifically  referenced on a given Schedule,  but for all purposes  relating to
the  representations and warranties of the Sellers set forth in this Article III
so long as the  relevance  of such  disclosure  to any other  representation  or
warranty is reasonably  apparent to NexVerse from the terms of such disclosure),
that:

         SECTION 3.01 Organization and Qualification; Subsidiaries

         (a) Each of Chorale  Networks Israel and Chorale Networks U.S. has been
duly organized and is validly  existing and, to the extent  applicable,  in good
standing  under  the  laws  of  the   jurisdiction  of  its   incorporation   or
organization,  as the case may be,  and has the  requisite  corporate  power and
authority  to own,  lease  and  operate  the  properties  it will hold as of the
Closing and to carry on the portion of the  Business  that will be carried on by
it as it is presently conducted and as it is proposed to be conducted. As of the
Closing,  each of Chorale Networks Israel and Chorale Networks U.S. will be duly
qualified or licensed to do business,

<PAGE>

and, to the extent  applicable,  will be in good standing,  in each jurisdiction
where the character of the  properties to be owned,  leased or operated by it as
of the  Closing  or the  nature of its  business  as of the  Closing  makes such
qualification  or  licensing  necessary,  except  for  such  failures  to  be so
qualified or licensed and in good standing that could not reasonably be expected
to have, individually or in the aggregate, a Companies Material Adverse Effect.

         (b) As of the  Closing,  neither  Chorale  Networks  Israel nor Chorale
Networks U.S. will own an equity  interest in any  corporation,  partnership  or
joint venture arrangement or other business entity.

         SECTION 3.02 Certificate of Incorporation and Bylaws; Minutes

         (a) Section 3.02(a) of the Sellers'  Disclosure Schedule contains true,
complete and correct copies of the forms of Chorale Networks  Israel's  articles
and  memorandum  of  association  and Chorale  Networks  U.S.'s  certificate  of
incorporation  and bylaws  that will be filed  prior to the  Closing.  As of the
Closing,  such  memorandum  and  articles  of  association  and  certificate  of
incorporation  and bylaws  will be in full  force and  effect.  Neither  Chorale
Networks Israel nor Chorale  Networks U.S. is, nor as of the Closing will be, in
violation of any of the  provisions of its articles or memorandum of association
or certificate of incorporation or bylaws, as applicable.

         (b) True,  complete  and  correct  copies of all minutes of meetings of
directors and  shareholders  and/or actions by written consent executed prior to
the date hereof by the board of directors and  shareholders of Chorale  Networks
Israel and Chorale Networks U.S. prior to Closing have been previously  provided
to NexVerse.

         SECTION 3.03 Capitalization

         (a) As of the Closing, the authorized share capital of Chorale Networks
Israel will consist of 39,100 Chorale Networks Israel Shares. As of the Closing,
100 Chorale Networks Israel Shares will be issued and outstanding,  all of which
will  have  been  duly  authorized,  validly  issued  to  ECI,  fully  paid  and
nonassessable.  As of the Closing,  there will be no options,  warrants or other
rights,  agreements,  arrangements  or  commitments  of any  character  to which
Chorale  Networks Israel is a party or by which Chorale Networks Israel is bound
relating to issued or unissued  Chorale  Networks  Israel  Shares,  or any other
share  capital  or  other  equity  interests  of  Chorale  Networks  Israel,  or
obligating  Chorale Networks Israel to issue or sell any Chorale Networks Israel
Shares,  or any other  share  capital  of  Chorale  Networks  Israel.  As of the
Closing,  there  will  be no  outstanding  contractual  obligations  of  Chorale
Networks Israel to repurchase,  redeem or otherwise acquire any Chorale Networks
Israel  Shares,  or any other  share  capital of  Chorale  Networks  Israel,  or
outstanding  contractual obligations of Chorale Networks Israel to provide funds
to, or make any material investment (in the form of a loan, capital contribution
or otherwise) in, any other Person.

         (b) As of the Closing, the authorized capital stock of Chorale Networks
U.S. will consist of 1000 Chorale Networks U.S. Shares. As of the Closing,  1000
Chorale Networks U.S. Shares will be issued and  outstanding,  all of which will
have  been  duly  authorized,  validly

<PAGE>

issued to NGTS U.S., fully paid and nonassessable. As of the Closing, there will
be no options, warrants or other rights, agreements, arrangements or commitments
of any character to which  Chorale  Networks U.S. is a party or by which Chorale
Networks  U.S.  is bound  relating to the issued or  unissued  capital  stock of
Chorale  Networks U.S. or obligating  Chorale Networks U.S. to issue or sell any
shares of capital stock of, or other equity  interests in Chorale  Networks U.S.
As of the  Closing,  there will be no  outstanding  contractual  obligations  of
Chorale  Networks U.S. to  repurchase,  redeem or otherwise  acquire any Chorale
Networks U.S.  Shares,  or any other capital stock of Chorale Networks U.S., and
no outstanding contractual obligations of Chorale Networks U.S. to provide funds
to, or make any material investment (in the form of a loan, capital contribution
or otherwise) in, any other Person.

         SECTION 3.04 Authority Relative to This Agreement; Title to Shares

         (a) Each of the Sellers has all necessary corporate power and authority
to execute and deliver this Agreement,  to perform its obligations hereunder and
to consummate the transactions  contemplated  hereby. The execution and delivery
of this Agreement by each of the Sellers and the  consummation by the Sellers of
the transactions  contemplated  hereby have been duly and validly  authorized by
all necessary  corporate action, and no other corporate  proceedings on the part
of the Sellers are necessary to authorize  this  Agreement or to consummate  the
transactions  contemplated  hereby.  This  Agreement  has been duly executed and
delivered by the Sellers  and,  assuming the due  authorization,  execution  and
delivery by NexVerse,  constitutes a legal, valid and binding obligation of each
of the Sellers,  enforceable  against each of them in accordance with its terms,
except to the  extent  that its  enforceability  may be  limited  by  applicable
bankruptcy,  insolvency,  reorganization or other laws affecting the enforcement
of creditors' rights generally or by general equitable principles.

         (b) As of the Closing,  ECI will own beneficially  and of record,  free
and clear of any Lien, and has full power and authority to convey free and clear
of any Lien,  the  Chorale  Networks  Israel  Shares  and,  upon  receipt of the
NexVerse Shares - Israel at the Closing as herein  provided,  ECI will convey to
NexVerse good and valid title thereto, free and clear of any Lien.

         (c) As of the Closing,  NGTS U.S. will own  beneficially and of record,
free and clear of any Lien,  and has full power and authority to convey free and
clear of any Lien,  the Chorale  Networks  U.S.  Shares and, upon receipt of the
NexVerse Shares - U.S. at the Closing as herein provided,  NGTS U.S. will convey
to NexVerse good and valid title thereto, free and clear of any Lien.

         SECTION 3.05 No Conflicts; Consents

         Except as could not reasonably be expected to have an adverse effect on
the Transactions, the Business or the Assets, the execution and delivery of this
Agreement  by each of the  Sellers do not,  and the  performance  by each of the
Sellers of their  respective  obligations  hereunder and the consummation of the
Exchange Transaction will not, (i) conflict with or violate any provision of the
memorandum or articles of association of ECI or the certificate of incorporation
or bylaws of NGTS U.S.,  as  applicable,  (ii)  conflict with or violate any Law

<PAGE>

applicable to either Seller or either Company or by which any material  property
or asset of ECI or NGTS U.S. is bound or affected,  (iii) require  either Seller
to obtain any  consents,  approvals,  authorizations  or actions of, or make any
filings  with or give any  notices  to,  any  Governmental  Entity  or any other
Person,  except as set forth in Section 3.05 of the Sellers' Disclosure Schedule
(the "Seller  Consents") or (iv) if the Seller Consents are obtained,  result in
any  breach of or  constitute  a default  (or an event  which with the giving of
notice  or  lapse of time or both  could  reasonably  be  expected  to  become a
default)  under,  or  give  to  others  any  right  of  termination,  amendment,
acceleration  or  cancellation  of, or result in the creation of a lien or other
encumbrance  on any  of the  Assets  pursuant  to,  any  note,  bond,  mortgage,
indenture,  contract,  agreement,  lease,  license,  permit,  franchise or other
instrument or obligation to which either Seller or either  Company is a party or
by which any of them are bound.

         SECTION 3.06 Permits; Compliance with Laws

         Each of the Sellers  and NGTS Israel is, and as of the Closing  each of
the  Companies  will be,  in  possession  of all  material  franchises,  grants,
authorizations,   licenses,   establishment  registrations,   product  listings,
permits,   easements,    variances,    exceptions,    consents,    certificates,
identification   and   registration   numbers,   approvals  and  orders  of  any
Governmental Entity necessary for the operation of the Business in substantially
the same  manner  as it is now  being  conducted  (collectively,  the  "Business
Permits"),  and, as of the date of this Agreement,  none of the Business Permits
has been  suspended  or cancelled  nor is any such  suspension  or  cancellation
pending or, to the knowledge of either  Seller,  threatened.  Neither Seller nor
NGTS Israel is, nor at the Closing will either  Company be, in conflict with, or
in default or violation  of, (i) any material Law  applicable to the Business or
by which any of the Assets is bound or  affected or (ii) any  Business  Permits.
There are no actions, proceedings,  investigations or surveys pending or, to the
knowledge of either Seller,  threatened  against  either Seller,  NGTS Israel or
either Company that could  reasonably be expected to result in the suspension or
cancellation  of any Business  Permit.  Neither  Seller,  NGTS Israel nor either
Company, has received from any Governmental Entity any written notification with
respect to possible conflicts,  defaults or violations of Laws applicable to the
Business or the Assets.  The consummation of the Transactions will not result in
the suspension or cancellation of any Business Permit.

         SECTION 3.07 Financial Statements; Undisclosed Liabilities

         (a) Note 17 (Supplementary  Financial  Statement  Information) to ECI's
Consolidated  Financial  Statements as at December 31, 2001,  contained in ECI's
Annual  Report  on Form  20-F,  filed  with the SEC on June 28,  2002,  includes
segment  information  relating  to the  operations  of NGTS Israel and NGTS U.S.
(collectively,   "NGTS")  for  the  year  ended  December  31,  2001,  including
information  related  to the  profit  and loss of NGTS for such  period  and the
assets  identified to NGTS (the "NGTS Segment  Information")  in accordance with
SFAS 131, "Disclosure about Segments of an Enterprise and Related  Information."
The NGTS Segment  Information:  (i) presents  fairly the profit and loss of NGTS
for such period; and (ii) is correct and complete in all material respects,  and
can be  reconciled  with the books of account and

<PAGE>

records of NGTS and ECI. ECI maintains  with respect to NGTS an adequate  system
of internal controls established and administered in accordance with GAAP.

         (b)  Except as set forth on  Section  3.07 of the  Sellers'  Disclosure
Schedule,  as of the Closing,  the Companies  will not have any  liabilities  or
obligations of any nature (whether accrued,  absolute,  contingent or otherwise)
related to the Business except for  liabilities  associated with the performance
of contracts to which either Company is then a party.

         SECTION 3.08 Absence of Certain Changes or Events

         Since December 31, 2001, the Sellers and NGTS Israel have conducted the
Business only in the ordinary  course  consistent  with past practice and, since
such date,  there has not been with respect to the  Business,  other than as set
forth in ECI's annual report on Form 20-F,  filed with the SEC on June 28, 2002,
or in press releases filed with the SEC from time to time on Form 6-K:

         (i) any Companies Material Adverse Effect;

         (ii) any  event  that  could  reasonably  be  expected  to  prevent  or
materially delay the performance of either Seller's obligations pursuant to this
Agreement;

         (iii)  any  material  increase  in  the  compensation  or  benefits  or
establishment  of  any  bonus,  insurance,   severance,  deferred  compensation,
pension,  retirement,  profit  sharing,  or other employee  benefit plan, or any
other material increase in the compensation  payable or to become payable to any
of the Transferring Employees;

         (iv) any (a) purchase, sale, assignment,  license, lease or transfer of
any material  assets used in the Business,  other than in the ordinary course of
business consistent with past practice, (b) mortgage, pledge or existence of any
Lien, on any material assets or properties,  tangible or intangible, used in the
Business  or (c)  waiver of any  rights of  material  value  that  relate to the
business  or  cancellation  of any  material  debts or claims that relate to the
Business;

         (v) any incurrence of any damage,  destruction or similar loss, whether
or not covered by insurance, materially affecting the Business or Assets;

         (vi)  any  entering  into  any  transaction  of a  material  nature  in
connection  with the  Business  other than in the  ordinary  course of business,
consistent with past practice; or

         (vii) any  negotiation  or  agreement  by the  Sellers to do any of the
things described in the preceding clauses (i) through (vi).

         SECTION 3.09 Employee Benefit Plans; Labor Matters

         (a) Section  3.09(a) of the  Sellers'  Disclosure  Schedule  lists each
employee  benefit fund,  plan,  program,  arrangement  and contract  (including,
without  limitation,  any "pension" plan, fund or program, as defined in Section
3(2) of ERISA,  and any "employee

<PAGE>

benefit  plan",  as  defined in Section  3(3) of ERISA,  and any plan,  program,
arrangement  or contract  providing  for  severance;  medical,  dental or vision
benefits;  life insurance or death benefits;  disability  benefits,  sick pay or
other  wage   replacement;   vacation,   holiday  or   sabbatical;   pension  or
profit-sharing  benefits;  stock options or other equity compensation;  bonus or
incentive  pay or other  material  fringe  benefits),  whether  written  or not,
maintained,  sponsored or contributed  to, or required to be contributed  to, by
either Seller or an affiliate of either Seller,  in all cases only to the extent
that any  Transferring  Employee is or may be entitled to any benefit  under any
such plan (each, a "Company Benefit Plan"). With respect to each Company Benefit
Plan,  Seller has delivered or made  available to NexVerse a true,  complete and
correct  copy of (i) such Company  Benefit  Plan (or, if not written,  a written
summary of its material terms) and the most recent summary plan description,  if
any,  related to such Company  Benefit Plan,  (ii) each trust agreement or other
funding arrangement relating to such Company Benefit Plan, (iii) the most recent
annual  report  (Form  5500)  filed with the IRS with  respect  to such  Company
Benefit Plan (and, if the most recent  annual  report is a Form 5500R,  the most
recent Form 5500C filed with respect to such  Company  Benefit  Plan),  (iv) the
most recent  actuarial  report or financial  statement  relating to such Company
Benefit Plan and (v) the most recent determination letter, if any, issued by the
IRS with respect to such Company Benefit Plan and any pending request for such a
determination letter. Neither Seller, nor to the knowledge of either Seller, any
other person or entity, has any express or implied  commitment,  whether legally
enforceable or not, to modify,  change or terminate any Company  Benefit Plan in
such a way as would have any adverse effect on any Transferring Employee,  other
than with respect to a modification,  change or termination required by ERISA or
the Code.

         (b) As of the  Closing,  no  Transferring  Employee  shall  be  able to
receive  benefits under any Company  Benefit Plan and neither Company shall have
any liability under any Company Benefit Plan.

         (c) Each  Company  Benefit  Plan which is  intended  to  qualify  under
Section 401(a), Section 401(k), Section 401(m) or Section 4975(e)(6) of the Code
has received a favorable  determination  letter from the IRS as to its qualified
status, and to the knowledge of the Sellers,  no fact or event has occurred that
could adversely  affect the qualified status of any such Company Benefit Plan or
the exempt status of any such trust.  Any Company Benefit Plan that is a Section
401(k) plan has been run in material compliance with all applicable laws and any
accounts  of a  Transferring  Employee  under such  401(k) plan will be eligible
rollover distributions.

         (d) No Company Benefit Plan is a multiemployer pension plan (as defined
in Section  3(37) of ERISA) or other  pension  plan subject to Title IV of ERISA
and neither Seller nor any other trade or business (whether or not incorporated)
that is under "common  control" with either Seller  (within the meaning of ERISA
Section  4001) or with respect to which  either  Seller  could  otherwise  incur
liability under Title IV of ERISA (a "Seller ERISA  Affiliate") has sponsored or
contributed to or been required to contribute to a multiemployer pension plan or
other pension plan subject to Title IV of ERISA,  except as could not reasonably
be expected  to have an adverse  effect on the  Business or Assets.  No material
liability  under  Title IV of ERISA has been  incurred  by either  Seller or any
Seller ERISA  Affiliate  that has not been  satisfied in

<PAGE>

full, and no condition  exists that presents a material risk to either Seller or
any Seller ERISA  Affiliate of incurring or being  subject  (whether  primarily,
jointly or secondarily) to a material liability thereunder,  except as could not
reasonably be expected to have an adverse effect on the Business or Assets. None
of  the  assets  of  either  Seller  or any  Seller  ERISA  Affiliate  is or may
reasonably be expected to become, the subject of any lien arising under ERISA or
Section  412(n) of the Code,  except as could not reasonably be expected to have
an adverse effect on the Business or Assets or any Transferring Employee.

         (e) Set forth in Section  3.09(e) of the Sellers'  Disclosure  Schedule
are (i) all  employment  and  consulting  agreements  to which any  Transferring
Employee  and  either  Company  will  be a party  as of the  Closing,  (ii)  all
severance  plans,  agreements,  programs  and  policies of the  Sellers  with or
relating to any Transferring Employees and (iii) all plans, programs, agreements
and other  arrangements  of either  Seller with or relating to any  Transferring
Employees  which contain "change of control"  provisions.  No payment or benefit
which may be  required  to be made by either  Seller or which  otherwise  may be
required  to be made  under  the  terms  of any  Company  Benefit  Plan or other
arrangement will constitute a parachute  payment under Section  280(G)(1) of the
Code, and the  consummation of the  transactions  contemplated by this Agreement
will not,  alone or in  conjunction  with any other  possible  event  (including
termination  of  employment),  (i)  entitle any  Transferring  Employee or other
service  provider of either  Company as of the Closing to severance  benefits or
any  other  payment,   compensation   or  benefit   (including   forgiveness  of
indebtedness),  or (ii)  accelerate the time of payment or vesting,  or increase
the amount of  compensation  or benefit  due any such  Transferring  Employee or
service provider.

         (f) Except as set forth in Section  3.09(f) of the Sellers'  Disclosure
Schedule,  as of the  Closing  neither  Company  will be a party  to or have any
obligations  under or with respect to, any collective  bargaining or other labor
union contract applicable to persons employed by it and no collective bargaining
agreement is being  negotiated  by either Seller or any Person that may obligate
either Company thereunder.  As of the date of this Agreement,  there is no labor
dispute,  strike,  union  organizing  activity or work stoppage  against  either
Seller,  NGTS Israel or Company which has an adverse  impact on the operation of
the Business pending or, to the knowledge of either Seller, threatened which may
interfere with the Business. As of the date of this Agreement,  to the knowledge
of either Seller,  neither Seller,  NGTS Israel and neither Company,  nor any of
their respective  representatives  or employees,  has committed any unfair labor
practice in  connection  with the  operation  of the  Business,  and there is no
charge or complaint  filed  against  either Seller or NGTS Israel by or with the
National Labor Relations Board or any comparable  Governmental Entity pending or
threatened in writing that relates to the Business or the Assets.

         (g) Except as set forth in Section  3.09(g) of the Sellers'  Disclosure
Schedule,  no Company  Benefit  Plan  provides  any  retiree or  post-employment
benefits to any Transferring Employee. To the knowledge of the Sellers,  insofar
as it relates to the Business, the Sellers, NGTS Israel and the Companies are in
compliance with (i) the requirements of the applicable  health care continuation
and notice provisions of the Consolidated  Omnibus Budget  Reconciliation Act of
1985, as amended  ("COBRA") and (ii) the applicable  requirements  of the


<PAGE>

Health Insurance Portability and Accountability Act of 1996, as amended,  except
as could not reasonably be expected to have an adverse effect on the Business or
the Assets.

         SECTION 3.10 Contracts

         Except for the  contracts and  agreements  described in Section 3.10 of
the  Sellers'   Disclosure   Schedule   (collectively,   the  "Company  Material
Contracts"), with respect to the Business neither of the Sellers nor NGTS Israel
is, and as of the Closing,  neither  Company will be, a party to or bound by any
contract or agreement described below:

                  (a) any sales,  advertising  or agency  contract  in excess of
         $25,000 over the life of the contract;

                  (b) any  continuing  contract for the  purchase of  materials,
         supplies,  equipment  or  services  involving  in the  case of any such
         contact more than $25,000 over the life of the contract;

                  (c) any contract  that expires or may be renewed at the option
         of any person  other than either  Company so as to expire more than one
         year after the date of this Agreement;

                  (d) any  trust  indenture,  mortgage,  promissory  note,  loan
         agreement or other  contract for the  borrowing of money,  any currency
         exchange,  commodities  or other  hedging  arrangement  or any  leasing
         transaction of the type required to be  capitalized in accordance  with
         GAAP;

                  (e) any contract for capital expenditures in excess of $10,000
         in the aggregate;

                  (f) any  contract  limiting  the freedom of either  Company to
         engage  in  any  line  of  business  or  to  compete   with  any  other
         corporation,  partnership, limited liability company, trust, individual
         or other  entity,  or any  confidentiality,  secrecy or  non-disclosure
         contract,  except for the non-competition  provisions  contained in the
         VoIP License Agreement;

                  (g) any contract  pursuant to which either Company is a lessee
         of any machinery, equipment, motor vehicles, office furniture, fixtures
         or other  personal  property,  pursuant to which  payments in excess of
         $25,000 remain outstanding;

                  (h) any contract with an  affiliate,  except for the contracts
         contemplated by this Agreement;

                  (i) any  agreement  of  guarantee,  support,  indemnification,
         assumption or endorsement  of, or any similar  commitment  with respect
         to, the obligations, liabilities (whether accrued, absolute, contingent
         or otherwise) or indebtedness of any other person;


<PAGE>

                  (j) any Company License Agreement,  as such term is defined in
         Section 3.13(b),  or any license or other agreement pursuant to which a
         third party uses any Company Intellectual Property;

                  (k) any distribution contract; or

                  (l) any employment contract,  arrangement or policy (including
         without  limitation  any  collective   bargaining   contract  or  union
         agreement)  with a  Transferring  Employee which may not be immediately
         terminated  without  penalty (or any  augmentation  or  acceleration of
         benefits).

         Each of the Sellers, NGTS Israel and the Companies, as applicable,  has
performed all of the obligations  required to be performed by it and is entitled
to all  benefits  under,  and is not  alleged to be in default in respect of any
Company Material  Contract.  Each of the Company Material Contracts is valid and
binding  and in full force and effect,  and there  exists no default or event of
default or event,  occurrence,  condition or act, with respect to either Seller,
NGTS Israel or to the  knowledge  of either  Seller,  with  respect to any other
contracting  party,  which, with the giving of notice,  the lapse of the time or
the happening of any other event or conditions,  would become a default or event
of default  under any Company  Material  Contract.  True,  correct and  complete
copies of all Company Material Contracts have been delivered to NexVerse.

         SECTION 3.11 Litigation

         Except  as  set  forth  in  Section  3.11  of the  Sellers'  Disclosure
Schedule,  there is no private or governmental action, suit, proceeding,  claim,
arbitration  or  investigation  pending  before any agency,  court or  tribunal,
foreign or domestic,  or, to the knowledge of either Seller,  threatened against
either Seller, NGTS Israel or Company with respect to the Business or the Assets
or any of the  Transferring  Employees  (in their  capacities  as  employees  of
Sellers, NGTS Israel and/or the Companies). Neither Seller is aware of any facts
or  circumstances  which could reasonably be expected to result in the denial of
otherwise  applicable  insurance coverage under policies issued to either Seller
in respect of any such suits, claims,  actions,  proceedings and investigations.
There is no judgment,  decree or order against either Seller, NGTS Israel or, to
the  knowledge of either  Seller,  any of the  Transferring  Employees (in their
capacities  as employees of Sellers,  NGTS Israel  and/or the  Companies),  that
could  prevent,  enjoin,  or materially  alter or delay any of the  transactions
contemplated by this Agreement,  or that could  reasonably be expected to have a
Companies  Material  Adverse  Effect.  Section 3.11 of the  Sellers'  Disclosure
Schedule also lists all litigation  that the Sellers have pending  against other
parties with respect to the Business or the Assets.

         SECTION 3.12 Environmental Matters

         Each Seller,  NGTS Israel and Company is in  compliance in all material
respects with all  Environmental  Laws  applicable to the Business or the Assets
and all Business Permits  required by such  Environmental  Laws  ("Environmental
Permits").   All  past   noncompliance,   if  any,  of  the  Sellers  with  such
Environmental  Laws or  Environmental  Permits  has been  resolved  without  any
pending, ongoing or future obligation, cost or liability. Neither Seller or NGTS

<PAGE>

Israel has released a Hazardous Material at, or transported a Hazardous Material
to or from, any real property currently or formerly owned, leased or occupied by
either Seller,  NGTS Israel or Company,  in violation of any Environmental  Law,
except as could not  reasonably  be  expected  to have an adverse  effect on the
Business or Assets.

         SECTION 3.13 Intellectual Property

         (a) Section 3.13(a) of the Sellers' Disclosure Schedule contains a true
and complete list of the Sellers' and NGTS Israel's and, as of the Closing,  the
Companies' patents, patent applications, registered and unregistered trademarks,
trademark applications,  trade names, registered and unregistered service marks,
service mark applications, service marks, Internet domain names, Internet domain
name applications,  and copyright registrations and applications included in the
Company  Intellectual  Property and all other filings and formal actions made or
taken pursuant to Federal, state, local and foreign laws by the Sellers and NGTS
Israel to protect  their  interests in the Company  Intellectual  Property,  and
includes details of all due dates for further filings, maintenance,  payments or
other actions falling due in respect of the Company Intellectual Property within
twelve (12) months of the Closing  Date.  All of the Sellers' and NGTS  Israel's
and, as of the Closing, the Companies' patents, patent applications,  registered
trademarks,  trademark  applications  and  registered  copyrights  set  forth in
Section 3.13(a) of the Sellers' Disclosure Schedule remain in good standing with
respect to all fees and filings due as of the date hereof.

         (b) The Company  Intellectual  Property  contains  only those items and
rights  which are:  (i) owned by the  Sellers  and NGTS  Israel  and,  as of the
Closing,  the Companies;  (ii) in the public domain; or (iii) rightfully used by
the Sellers and NGTS Israel and, as of the Closing, the Companies, pursuant to a
valid  and  enforceable  license  or  other  agreement  (the  "Company  Licensed
Intellectual  Property"),  the title, parties,  date, term and subject matter of
each such license or other agreement (each, a "Company License Agreement") being
set forth on Section 3.13(b) of the Sellers' Disclosure Schedule. The Sellers or
NGTS Israel have and, as of the Closing,  the Companies will have, all rights in
the Company Intellectual Property,  which includes all rights necessary to carry
out the Business and the Sellers' and NGTS Israel's and, as of the Closing,  the
Companies',  future  activities  relating  to the  Business,  to the extent such
future activities are proposed to be conducted, including without limitation, to
the  extent  required  to  carry  out such  activities,  rights  to  make,  use,
reproduce,   modify,   adapt,  create  derivative  works  based  on,  translate,
distribute  (directly and indirectly),  transmit,  display and perform publicly,
license,  rent  lease,  import and export  and,  other than with  respect to the
Company Licensed  Intellectual  Property,  assign,  sell and offer for sale, the
Company Intellectual Property.

         (c)   The   reproduction,   manufacturing,   distribution,   licensing,
sublicensing,  sale or any other exercise of rights in any Company  Intellectual
Property  as now used or  offered  or  proposed  for use,  licensing  or sale by
Sellers or NGTS Israel and, as of the Closing,  the Companies,  does not, to the
knowledge of the Sellers,  infringe on any  proprietary or personal right of any
person, including any rights in any patent, industrial design, trademark,  trade
name, service mark, trade dress, Internet domain name,  copyright,  database, or
trade secret of any person, anywhere in the world. The Sellers have not received
notice of any pending or

<PAGE>

threatened  claims  (including  offers to grant  licenses) (i)  challenging  the
validity,  effectiveness  or,  other than with  respect to the Company  Licensed
Intellectual  Property,  ownership  by the Sellers or NGTS Israel of any Company
Intellectual  Property,  or (ii)  to the  effect  that  the  use,  distribution,
licensing,  sublicensing,  sale or any other  exercise of rights in any product,
work,  technology  or  process  as now  used or  offered  or  proposed  for use,
licensing, sublicensing or sale in connection with the operation of the Business
infringes or will infringe on or  misappropriate  any  intellectual  property or
other  proprietary  or personal  right of any person.  To the  knowledge  of the
Sellers,  (a) no such claims have been  threatened by any person,  and (b) there
are no valid  grounds for any bona fide claim of any such kind.  To the Seller's
knowledge,  all of the  rights  within the  Company  Intellectual  Property  are
enforceable  and  subsisting.  To the  knowledge  of the  Sellers,  there  is no
unauthorized use,  infringement or misappropriation of any Company  Intellectual
Property by any third party, employee or former employee.

         (d) Except as  disclosed in Section  3.13(d) of the Company  Disclosure
Schedule,   all  personnel,   including  employees,   agents,   consultants  and
contractors,  who have  contributed  to or  participated  in the  conception and
development of the Company Intellectual  Property on behalf of the Sellers, NGTS
Israel or an affiliate of Sellers,  have executed  nondisclosure  agreements and
either (i) have been a party to an enforceable  agreement with the Sellers, NGTS
Israel or an affiliate of Sellers in  accordance  with  applicable  national and
state law that  accords the  Sellers,  NGTS Israel and, as of the  Closing,  the
Companies, full, effective, exclusive and original ownership of all tangible and
intangible  property  as  "works-for-hire,"  arising  from the  efforts  of such
personnel,  or (ii) have executed appropriate instruments of assignment in favor
of the Sellers, NGTS Israel or an affiliate of Sellers that have conveyed to the
Sellers,  NGTS Israel or an affiliate  of Sellers  and, as of the Closing,  will
have conveyed to the Companies,  full,  effective and exclusive ownership of all
tangible and intangible property arising from the efforts of such personnel,  or
(iii)  otherwise have by operation of law vested in the Sellers,  NGTS Israel or
an affiliate of Sellers or, as of the Closing,  the Companies,  all right, title
and  interest  in all such  Company  Intellectual  Property  by  virtue of their
employment  relationship  with the  Sellers,  NGTS  Israel  or an  affiliate  of
Sellers.

         (e)  Neither of the  Sellers or NGTS  Israel is, nor as a result of the
execution or delivery of this  Agreement,  or the  performance by the Sellers of
their obligations hereunder,  will the Sellers, NGTS Israel or the Companies be,
in violation of any license,  sublicense,  agreement or  instrument to which the
Sellers or NGTS Israel are, or as of the Closing, the Companies will be, a party
or  otherwise  bound,  nor will  execution  or  delivery of this  Agreement,  or
performance by the Sellers of their obligations hereunder, cause the diminution,
termination or forfeiture of any the Company Intellectual Property.

         (f) Section 3.13(f) of the Sellers' Disclosure Schedule contains a true
and  complete  list of all the  Sellers'  and NGTS  Israel's  computer  software
programs included within the Company  Intellectual  Property,  whether in source
code,   object  code  or  human  readable   form,   other  than  any  fully-paid
off-the-shelf  software programs (the "Company Software Programs").  The Sellers
and NGTS Israel have, and as of the Closing,  the Companies will have,  full and
unrestricted  rights to use the Company  Software  Programs  that they  license,
pursuant  to  license  agreements  listed in  Section  3.13(b)  of the  Sellers'
Disclosure Schedule.


<PAGE>

         (g) To the  knowledge  of the  Sellers,  the  source  code  and  system
documentation  relating to the Company Software Programs have been maintained in
strict  confidence  and (i) have been  disclosed  by each of the  Sellers,  NGTS
Israel or  affiliates of Sellers only to those of its employees who have a "need
to know" the contents thereof in connection with the performance of their duties
and who have executed nondisclosure  agreements with the Sellers, NGTS Israel or
an affiliate of Sellers,  as  appropriate,  and (ii) have been disclosed to only
those third parties who have executed nondisclosure agreements with the Sellers,
NGTS Israel or an affiliate of Sellers.

         (h) Except as set forth in Section  3.13(h) of the Sellers'  Disclosure
Schedule,  the Company Software Programs and the Company  Intellectual  Property
are free and clear of any and all Liens.

         (i) Except as set forth in Section  3.13(i) of the Sellers'  Disclosure
Schedule,  the  Sellers  and NGTS  Israel  do not,  and as of the  Closing,  the
Companies  will not, owe nor will they owe any  royalties  or other  payments to
third  parties  in  respect  of the  Company  Intellectual  Property.  All  such
royalties or other  payments  that have  accrued  prior to the Closing have been
paid.

         (j) It is the  Sellers'  and  NGTS  Israel's  practice  to  scan,  with
commercially  available virus scan software,  the Company Intellectual  Property
listed in Section 3.13(f) of the Sellers'  Disclosure  Schedule that are capable
of being  scanned for  "viruses",  and, to the  knowledge  of the  Sellers,  the
Company  Software  Programs and other Company  Intellectual  Property contain no
"viruses." For the purposes of this  Agreement,  "virus" means any computer code
designed to disrupt, disable or harm in any manner the operation of any software
or hardware including,  without limitation,  worms,  bombs,  backdoors,  clocks,
timers,  or other  disabling  device code,  designs or routines which causes the
software to be erased,  inoperable, or otherwise incapable of being used, either
automatically or upon command by any party.

         SECTION 3.14 Taxes

         (a) The Companies,  as of the Closing, will have properly completed and
timely filed all Tax Returns required to be filed by them and will have paid all
Taxes shown thereon to be due to the extent such Taxes are due and payable as of
the Closing Date. As of the Closing,  neither  Company will be delinquent in the
payment of any Taxes. As of the Closing,  neither Company will have any material
liability for unpaid Taxes.

         (b) As of the  Closing,  there will be (i) no material  claim for Taxes
that is, or could give rise to, a Lien  against  any Asset or is being  asserted
against either Company other than Liens for Taxes not yet due and payable,  (ii)
no audit of any Tax Return of either Company being conducted by a tax authority;
(iii) no extension of the statute of limitations for the assessment of any Taxes
that has been  granted to either  Company,  and (iv) no  agreement,  contract or
arrangement  to which either  Company is a party that is reasonably  expected to
result in the  payment of any amount that would not be  deductible  by reason of
Section 280G or Section 404 of the Code.


<PAGE>

         (c) As of the  Closing,  neither  Company  will have any net  operating
losses.

         (d) As of the Closing,  neither Company will be required to include any
material  amounts in Taxable  income  for any Tax  period (or  portion  thereof)
ending after the Closing Date pursuant to Section 481 or 263A of the Code or any
comparable provision under state or foreign Tax laws as a result of transactions
or  events  occurring  or  accounting  methods  employed  prior to the  Exchange
Transaction.

         (e) As of the Closing,  Chorale  Networks  U.S. will not have filed any
consent to have the  provisions of Section  341(f)(2) of the Code (or comparable
provisions of any state Tax laws) apply to it.

         (f) As of the  Closing,  neither  Company  will be a  party  to any Tax
sharing or Tax  allocation  agreement nor will either Company have any liability
or potential liability to another party under any such agreement.

         (g) As of the Closing,  neither Company will have filed any disclosures
under  Section  6662 of the Code or  comparable  provisions  of state,  local or
foreign law to prevent  the  imposition  of  penalties  with  respect to any Tax
reporting position taken on any Tax Return.

         (h) As of the  Closing,  Chorale  Networks  U.S.  will not be a "United
States real property holding  corporation"  within the meaning of Section 897 of
the Code.

         (i) As of the  Closing,  no  claim  will  ever  have  been  made by any
authority in a jurisdiction  where either Company does not file Tax Returns that
it is or may be subject to taxation by that jurisdiction.

         (j) As of the Closing,  each  Company will have  withheld and paid over
all Taxes  required to have been  withheld and paid over and  complied  with all
material information  reporting and backup withholding  requirements,  including
maintenance  of required  records  with  respect  thereto,  in  connection  with
material  amounts  paid  or  owing  to  any  employee,  independent  contractor,
creditor, stockholder or other third party.

         (k) As of the Closing,  Chorale Networks U.S. will not have constituted
either  a  "distributing   corporation"  or  a  "controlled  corporation"  in  a
distribution of stock qualifying for tax-free treatment under Section 355 of the
Code  (x) in the two  years  prior  to the  date of this  Agreement  or (y) in a
distribution  which could  otherwise  constitute  part of a "plan" or "series of
related  transactions"  (within  the  meaning of Section  355(e) of the Code) in
conjunction with the Exchange Transaction.

         SECTION 3.15 Insurance

         Each of the  Sellers and NGTS Israel is  presently  insured,  and since
inception has been insured, against such risks to the Business and the Assets as
companies  engaged in a similar business would, in accordance with good business
practice,  customarily be insured.  The policies of fire,  theft,  liability and
other  insurance  maintained with respect to the Business and the Assets


<PAGE>

provide adequate coverage against loss. There is no material claim pending under
any of such  policies  with  respect to the  Business  or the Assets as to which
coverage has been  questioned,  denied or disputed by the  underwriters  of such
policies.  The Sellers  have  previously  furnished  to NexVerse a complete  and
correct list as of the date hereof of all insurance  policies  maintained by the
Sellers  and NGTS Israel with  respect to the  Business or the Assets,  and have
made  available to NexVerse  complete and correct  copies of all such  policies,
together with all riders and amendments  thereto.  All such policies are in full
force and effect and all premiums due thereon have been paid to the date hereof.
Each Seller and NGTS Israel has complied in all material respects with the terms
of such  policies  with  respect to the Business or the Assets.  Neither  Seller
knows of any  threatened  termination  of, or  material  premium  increase  with
respect  to, any of such  policies  that  would  relate to the  Business  or the
Assets.

         SECTION 3.16 Assets

         The Sellers or NGTS Israel have,  and as of the  Closing,  each Company
will have, good and  indefeasible  title,  free and clear of all Liens to all of
the Assets to be acquired by it under the applicable Separation Agreement, other
than as set forth in  Section  3.16 of the  Sellers'  Disclosure  Schedule.  All
Assets held under leases or sub-leases  by either Seller or NGTS Israel,  and as
of the Closing, by either Company are, and will be, held under valid instruments
enforceable in accordance  with their  respective  terms,  subject to applicable
laws of  bankruptcy,  insolvency or similar laws  relating to creditors'  rights
generally and to general  principles of equity (whether  applied in a proceeding
in law or  equity).  Substantially  all of the  equipment  in regular use in the
Business and constituting part of the Assets has been reasonably  maintained and
is in serviceable condition,  reasonable wear and tear excepted.  Each Seller or
NGTS Israel  owns or has the valid and  subsisting  right to use,  and as of the
Closing,  each Company will own or have the valid and  subsisting  right to use,
all the Assets. The Assets (other than the Company Intellectual Property and the
Company Licensed  Intellectual  Property,  regarding which  representations  and
warranties are made in Section 3.13 above) comprise all of the assets related to
the Business and owned by the Sellers as of the date hereof and, to the Sellers'
knowledge,  comprise  all of the assets  (other  than the  Company  Intellectual
Property  and  the  Company  Licensed  Intellectual  Property,  regarding  which
representations  and  warranties  are made in  Section  3.13  above)  reasonably
required  for  operation  of the  Business  as  conducted  and as proposed to be
conducted, it being understood that the Assets do not include: (i) cash and cash
equivalents,  other than funds associated with prepaid  maintenance and warranty
services;  (ii)  accounts  receivable  arising out of the DCME  business;  (iii)
inventory relating to the DCME business;  (iv) any inventory other than finished
goods;  (v)  manufacturing  assets  related to the DCME  business;  (vi)  assets
associated  with Celtro and the prepaid  calling card business;  and (vii) other
items specifically excluded under the Separation Agreements.

         SECTION 3.17 Affiliates

         Except  as  set  forth  on  Section  3.17  of the  Sellers'  Disclosure
Schedule,  there are no obligations of the Sellers or NGTS Israel, and as of the
Closing there will be no obligations of the Companies,  to officers,  directors,
or  Transferring  Employees  other than (a) for  payment of salary for  services
rendered,  (b) reimbursement  for reasonable  expenses incurred on behalf of the

<PAGE>

Sellers  or NGTS  Israel  and (c) for  other  standard  employee  benefits  made
generally  available  to  all  employees   (including  stock  option  agreements
outstanding  under any stock option plan or  otherwise  approved by the Board of
Directors of either Seller or NGTS Israel). None of the officers or directors of
either Seller, NGTS Israel or either Company, or Transferring  Employees, or any
members of their immediate  families,  is indebted to either Seller, NGTS Israel
or either Company or has any direct or indirect  ownership  interest in any firm
or  corporation  with which the  Business is  affiliated  or with which it has a
business  relationship,  or any  firm or  corporation  which  competes  with the
Business,   other  than  passive   investments  in  publicly  traded   companies
(representing less than 1% of such company) which may compete with the Business.
No officer or director of either Seller,  NGTS Israel or either Company,  or any
member of their immediate  families,  is, directly or indirectly,  interested in
any Company Material Contract.

         SECTION 3.18 Brokers

         Any Broker  Fees based  upon  arrangements  made by or on behalf of the
Sellers or NGTS Israel will be paid by the Sellers.

         SECTION 3.19 Business Practices

         Neither Seller or NGTS Israel,  and neither  Company,  nor any of their
respective  directors,  officers,  agents or employees  (in their  capacities as
such)  has,  with  respect  to the  Business,  (i) used any funds  for  unlawful
contributions,  gifts,  entertainment  or other  unlawful  expenses  relating to
political  activity,  (ii) made any  unlawful  payment to  foreign  or  domestic
government officials or employees or to foreign or domestic political parties or
campaigns or violated  any  provision of the Foreign  Corrupt  Practices  Act of
1977, as amended, or (iii) made any other unlawful payment.

         SECTION 3.20 Business Activity Restriction

         Except as set forth in Section 3.20 to the Sellers' Disclosure Schedule
and except for the  non-competition  provisions  contained  in the VoIP  License
Agreement or any other  agreement  executed in connection  with this  Agreement,
there is no non-competition or other similar  agreement,  commitment,  judgment,
injunction,  order or decree to which either  Seller or NGTS Israel is, or as of
the  Closing  either  Company  will be, a party or  subject to that has or could
reasonably be expected to have the effect of prohibiting or materially impairing
the conduct of the Business. Except as set forth in Section 3.20 to the Sellers'
Disclosure Schedule and except for the non-competition  provisions  contained in
the VoIP License  Agreement or any other  agreement  executed in connection with
this  Agreement,  neither  Seller or NGTS Israel has, nor as of the Closing Date
will  either  Company  have,  entered  into  any  agreement  under  which  it is
restricted  from  selling,  licensing  or  otherwise  distributing  any  of  its
technology  or products  to, or providing  services  to,  customers or potential
customers or any class of customers,  in any geographic area,  during any period
of time or in any segment of the market or line of the Business.


<PAGE>

         SECTION 3.21 Customers and Suppliers

         (a) No customer  which  individually  accounted for more than 5% of the
gross  revenues of the  Business  during the 12 months ended August 31, 2002 has
canceled,  otherwise  terminated or materially  decreased its relationship  with
either Seller or its usage of the products or services of the Business,  or made
any  written  threat  to  either  Seller or NGTS  Israel  to  cancel,  otherwise
terminate or materially decrease its relationship with the Business or its usage
of the products or services of the Business.

         (b) (i) Except as set forth on Section 3.21 of the Sellers'  Disclosure
Schedule,  in connection  with the Business the Sellers and NGTS Israel have not
purchased  from any single  supplier  goods or services for which the  aggregate
purchase  price  exceeded 5% of the goods and services  purchased by the Sellers
and NGTS  Israel in  connection  with the  Business  during the 12 months  ended
August  31,  2002 and (ii)  there  has been no  material  adverse  change in the
business  relationship  between the Sellers or NGTS Israel,  with respect to the
Business,  and any of the  suppliers  set forth on Section  3.21 of the Sellers'
Disclosure Schedule.

         SECTION 3.22 Employee  Matters As of the Closing,  each Company will be
in compliance in all material  respects with all currently  applicable  Laws and
regulations  respecting  employment,  discrimination  in  employment,  terms and
conditions of employment,  wages,  hours and occupational  safety and health and
employment  practices.  As of the  Closing,  each  of the  Companies  will  have
withheld all amounts  required by Law or by  agreement  to be withheld  from the
wages,  salaries, and other payments to employees and will not be liable for any
arrears of wages or any taxes or any  penalty  for failure to comply with any of
the foregoing. As of the Closing, neither Company will be liable for any payment
to any  trust  or other  fund or to any  Governmental  Entity  with  respect  to
unemployment  compensation  benefits,  social  security  or  other  benefits  or
obligations for employees  (other than routine payments to be made in the normal
course of business and consistent with past practice).  As of the Closing, there
will be no pending claims against either Company under any workers  compensation
plan or policy or for long term disability.  There are no controversies  pending
or, to the knowledge of the Sellers, threatened,  between the Sellers and any of
the  Transferring  Employees,  which  controversies  have or could reasonably be
expected  to  result in an  action,  suit,  proceeding,  claim,  arbitration  or
investigation  before any Governmental  Entity. To the knowledge of the Sellers,
no  Transferring  Employees  are in  violation  of any  term  of any  employment
contract, non-disclosure agreement, noncompetition agreement, or any restrictive
covenant to a former  employer  relating to the right of any such employee to be
employed by either Seller, NGTS Israel or either Company,  because of the nature
of the Business conducted or presently  proposed to be conducted,  or to the use
of trade secrets or proprietary information of others. No Transferring Employees
have given notice to the Sellers or NGTS Israel,  nor are the Sellers  otherwise
aware,  that any such  Transferring  Employee  intends to  terminate  his or her
employment.


<PAGE>

         SECTION 3.23 Investment Representation

         ECI is acquiring  the NexVerse  Shares - Israel for its own account for
investment and not for resale or distribution  in any transaction  that would be
in violation of the securities laws of the United States of America or any state
thereof.  NGTS U.S. is acquiring the NexVerse  Shares - U.S. for its own account
for investment and not for resale or distribution in any transaction  that would
be in violation of the  securities  laws of the United  States of America or any
state thereof. Each Seller is an "accredited investor" as defined in Rule 501 of
Regulation D promulgated under the Securities Act of 1933, as amended.

         SECTION 3.24 Full Disclosure

         The Sellers have provided  NexVerse with all  information  requested by
NexVerse in connection  with its decision to enter into the  Transactions.  This
Agreement,  including the schedules  and exhibits  hereto,  does not contain any
untrue  statement of a material fact nor omit to state a material fact necessary
in order to make the statements contained herein not misleading.

                                   ARTICLE IV

                   REPRESENTATIONS AND WARRANTIES OF NEXVERSE

         NexVerse hereby represents and warrants to the Sellers,  subject to the
exceptions  specifically  disclosed in NexVerse  Disclosure  Schedule,  all such
exceptions  to be  referenced  to a  specific  representation  set forth in this
Article  IV (it  being  understood  that  all  matters  set  forth  in  NexVerse
Disclosure  Schedule shall be deemed to be disclosed not only in connection with
the representation and warranty specifically referenced on a given Schedule, but
for all purposes relating to the  representations and warranties of NexVerse set
forth in this  Article IV so long as the  relevance  of such  disclosure  to any
other  representation or warranty is reasonably apparent to the Sellers from the
terms of such disclosure), that:

         SECTION 4.01 Organization and Qualification; Subsidiaries

         (a) NexVerse  has been duly  organized  and is validly  existing and in
good standing under the laws of the  jurisdiction of its  incorporation  and has
the  requisite  corporate  power and  authority  to own,  lease and  operate its
properties  and to carry on its business as it is presently  conducted and as it
is  proposed  to be  conducted.  NexVerse  is duly  qualified  or licensed to do
business,  and is in good standing,  in each jurisdiction where the character of
the  properties  owned,  leased or operated by it or the nature of its  business
makes such qualification or licensing necessary,  except for such failures to be
so qualified  or licensed  and in good  standing  that could not  reasonably  be
expected to have,  individually or in the aggregate, a NexVerse Material Adverse
Effect.

         (b)  NexVerse  does  not own an  equity  interest  in any  corporation,
partnership or joint venture arrangement or other business entity.


<PAGE>

         SECTION 4.02 Certificate of Incorporation and Bylaws; Minute Books

         (a) Section 4.02 of the NexVerse  Disclosure  Schedule  contains  true,
complete and correct  copies of  NexVerse's  certificate  of  incorporation  and
bylaws.  Such  certificate  of  incorporation  and  bylaws are in full force and
effect. NexVerse is not in violation of any of the provisions of its certificate
of incorporation or bylaws.

         (b) True,  complete  and correct  copies of minutes of all  meetings of
directors and  stockholders  and/or actions by written consent since the time of
NexVerse's incorporation have been previously provided to the Sellers.

         SECTION 4.03 Capitalization

         (a) As of the date hereof,  the  authorized  capital  stock of NexVerse
consists of 65,000,000  shares of NexVerse  Common Stock,  12,974,738  shares of
Series A  Preferred  Stock,  par value  $0.001 per share  ("Series  A  Preferred
Stock") and 33,500,000  shares of Series B Preferred Stock, par value $0.001 per
share ("Series B Preferred  Stock").  As of the date hereof (i) 3,516,375 shares
of  NexVerse  Common  Stock are  issued and  outstanding,  all of which are duly
authorized,  validly  issued,  fully paid and  nonassessable,  (ii) no shares of
NexVerse  Common  Stock are held in the treasury of  NexVerse,  (iii)  6,873,572
shares of  NexVerse  Common  Stock are  reserved  for  issuance  pursuant to the
NexVerse  Stock  Plan,  under  which  options to  purchase  4,660,033  shares of
NexVerse  Common Stock have been  granted,  (iv)  12,974,738  shares of Series A
Preferred Stock are issued and  outstanding,  all of which are duly  authorized,
validly issued, fully paid and nonassessable and (v) 30,000,000 shares of Series
B Preferred Stock are issued and outstanding,  all of which are duly authorized,
validly issued, fully paid and nonassessable.  Except for the shares of NexVerse
Common  Stock  issuable  pursuant  to the  NexVerse  Stock Plan and the  Closing
Options,  as defined in Section  5.10,  and an  outstanding  warrant to purchase
147,500 shares of Series B Preferred  Stock,  there are no options,  warrants or
other rights, agreements,  arrangements or commitments of any character to which
NexVerse  is a party or by which  NexVerse  is bound  relating  to the issued or
unissued  capital stock of NexVerse or obligating  NexVerse to issue or sell any
shares of capital stock of, or other equity interests in,  NexVerse.  All shares
of  NexVerse  Common  Stock  subject to  issuance  upon the  exercise of options
granted under the NexVerse  Stock Plan and subject to issuance upon the exercise
of the Closing Options,  upon issuance on the terms and conditions  specified in
the instruments  pursuant to which they are issuable,  will be duly  authorized,
validly issued, fully paid and nonassessable.  Other than as contemplated by the
Recapitalization,  as defined in Section 6.02(b),  and as may be permitted under
Founder Stock Purchase Agreements between NexVerse and certain of its employees,
there are no  outstanding  contractual  obligations  of NexVerse to  repurchase,
redeem or  otherwise  acquire  any shares of  NexVerse  Common  Stock,  Series A
Preferred Stock or Series B Preferred Stock.  There are no material  outstanding
contractual  obligations  of NexVerse to provide  funds to, or make any material
investment (in the form of a loan,  capital  contribution  or otherwise) in, any
person.

         (b)  Following  the  Recapitalization  and  immediately  prior  to  the
Closing,  the  authorized  capital stock of NexVerse will consist of 450,000,000
shares of NexVerse Common

<PAGE>

Stock,  5,446,500  shares of Series A-1  Preferred  Stock,  par value $0.001 per
share  ("Series A-1  Preferred  Stock"),  one (1) share of Series A-2  Preferred
Stock, par value $0.001 per share (the "Series A-2 Preferred Stock"),  9,000,000
shares of Series B-1 Preferred Stock,  180,000,000  shares of Series C Preferred
Stock, par value $0.001 per share ("Series C Preferred Stock"), and no shares of
Series A Preferred Stock or Series B Preferred Stock.  Immediately  prior to the
Closing  and the Series C Financing  (i)  48,918,926  shares of NexVerse  Common
Stock  will be  issued  and  outstanding,  all of  which  will  have  been  duly
authorized, validly issued, fully paid and non-assessable, (ii) 5,425,207 shares
of Series A-1 Preferred Stock will be issued and outstanding,  all of which will
have been duly authorized, validly issued, fully paid and non-assessable,  (iii)
no shares of Series A-2 Preferred Stock,  Series B-1 Preferred Stock or Series C
Preferred Stock will be issued and  outstanding  and (iv)  57,377,374  shares of
NexVerse  Common Stock will be reserved for issuance  pursuant to NexVerse Stock
Plan, under which options to purchase  6,485,669 shares of NexVerse Common Stock
will be  outstanding.  As of the Closing,  except for an outstanding  warrant to
purchase 162,250 shares of NexVerse Common Stock and 21,137 shares of Series A-1
Preferred  Stock,  and the shares of NexVerse Common Stock issuable  pursuant to
the  NexVerse  Stock Plan and the  Closing  Options,  there will be no  options,
warrants  or  other  rights,  agreements,  arrangements  or  commitments  of any
character to which NexVerse is a party or by which NexVerse is bound relating to
the issued or unissued capital stock of NexVerse or obligating NexVerse to issue
or sell any shares of capital stock of, or other equity  interests in, NexVerse.
All shares of NexVerse  Common  Stock  subject to issuance  upon the exercise of
options granted under NexVerse Stock Plan, that will be subject to issuance upon
the  exercise  of the  Closing  Options  and  upon  conversion  of the  Series C
Preferred  Stock,  upon  issuance on the terms and  conditions  specified in the
instruments  pursuant  to which  they  are  issuable,  will be duly  authorized,
validly issued,  fully paid and nonassessable.  The NexVerse Shares - Israel and
the NexVerse Shares - U.S., upon issuance on the terms and conditions  specified
in this  Agreement,  will be duly  authorized,  validly  issued,  fully paid and
nonassessable.

         SECTION 4.04 Authority Relative to this Agreement

         NexVerse has all necessary corporate power and authority to execute and
deliver this Agreement,  to perform its obligations  hereunder and to consummate
the  transactions  contemplated  hereby.  The  execution  and  delivery  of this
Agreement  by NexVerse  and the  consummation  by  NexVerse of the  transactions
contemplated  hereby  have been duly and  validly  authorized  by all  necessary
corporate action, and no other corporate  proceedings on the part of NexVerse is
necessary to authorize this Agreement or to consummate such  transactions.  This
Agreement has been duly executed and delivered by NexVerse and, assuming the due
authorization, execution and delivery by the Sellers, constitutes a legal, valid
and binding  obligation of NexVerse  enforceable  against NexVerse in accordance
with its terms,  except to the extent that its  enforceability may be limited by
applicable  bankruptcy,  insolvency,  reorganization or other laws affecting the
enforcement of creditors' rights generally or by general equitable principles.


<PAGE>

         SECTION 4.05 No Conflicts; Consents

         The execution and delivery of this  Agreement by NexVerse does not, and
the performance by NexVerse of its obligations hereunder and the consummation of
the Exchange Transaction will not, (i) conflict with or violate any provision of
the certificate of incorporation or bylaws of NexVerse or, upon its adoption, of
the New Charter,  as defined in Section  6.01(m),  (ii) conflict with or violate
any Law  applicable to NexVerse or by which any property or asset of NexVerse is
bound or affected,  (iii) require  NexVerse to obtain any  consents,  approvals,
authorizations  or actions of, or make any filings  with or give any notices to,
any Governmental Entity or any other Person, except as set forth in Section 4.05
of  NexVerse  Disclosure  Schedule  (the  "NexVerse  Consents")  or  (iv) if the
NexVerse Consents are obtained,  result in any breach of or constitute a default
(or an event  which  with the  giving of  notice or lapse of time or both  could
reasonably be expected to become a default)  under,  or give to others any right
of termination,  amendment,  acceleration  or cancellation  of, or result in the
creation of a Lien on any  property or asset of NexVerse  pursuant to, any note,
bond,  mortgage,   indenture,   contract,  agreement,  lease,  license,  permit,
franchise or other  instrument or obligation to which  NexVerse is a party or by
which it is otherwise bound.

         SECTION 4.06 Permits; Compliance with Laws

         NexVerse  is  in  possession  of  all  material   franchises,   grants,
authorizations,   licenses,   establishment  registrations,   product  listings,
permits,   easements,    variances,    exceptions,    consents,    certificates,
identification   and   registration   numbers,   approvals  and  orders  of  any
Governmental  Entity  necessary  for  NexVerse  to own,  lease and  operate  its
properties  or to offer or perform its services or to develop,  produce,  store,
distribute  and market its  products or  otherwise  to carry on its  business in
substantially  the same manner as it is now being conducted  (collectively,  the
"NexVerse  Permits"),  and, as of the date of this  Agreement,  none of NexVerse
Permits  has  been  suspended  or  cancelled  nor  is  any  such  suspension  or
cancellation pending or, to the knowledge of NexVerse,  threatened.  NexVerse is
not in  conflict  with,  or in default or  violation  of, (i) any  material  Law
applicable to NexVerse or by which any property or asset of NexVerse is bound or
affected  or (ii) any  NexVerse  Permits.  There  are no  actions,  proceedings,
investigations  or surveys pending or, to the knowledge of NexVerse,  threatened
against  NexVerse that could  reasonably be expected to result in the suspension
or  cancellation  of any NexVerse  Permit.  NexVerse  has not received  from any
Governmental Entity any written notification with respect to possible conflicts,
defaults or violations of Laws. The  consummation of the  Transactions  will not
result in the suspension or cancellation of any NexVerse Permit.

         SECTION 4.07 Financial Statements; Undisclosed Liabilities

         (a) Section 4.07 of the NexVerse Disclosure Schedule includes copies of
(x) the audited  balance  sheet of NexVerse at June 30, 2002,  together with the
related statements of income, shareholders' equity and cash flows for the period
since  inception  and then ended and the notes  thereto (the  "NexVerse  Audited
Financial  Statements") and (y) the unaudited  interim balance sheet of NexVerse
at September  30, 2002,  together  with the related  statement of income for the
three-month  period then ended (the "NexVerse  Unaudited  Financial  Statements"
and,

<PAGE>

together with the NexVerse Audited Financial Statements, the "NexVerse Financial
Statements").  The NexVerse Financial  Statements,  including the notes thereto:
(i) were  prepared  in  accordance  with  GAAP  applied  on a  consistent  basis
throughout  the periods  covered  thereby;  (ii)  present  fairly the  financial
position,  results of operations and cash flows of NexVerse as of such dates and
for the  periods  then ended  (subject,  in the case of the  NexVerse  Unaudited
Financial Statements, to normal year-end audit adjustments consistent with prior
periods);  and (iii) are correct and complete in all material respects,  and can
be  reconciled  with the books of  account  and  records of  NexVerse.  NexVerse
maintains and will continue to maintain an adequate system of internal  controls
established and administered in accordance with GAAP.

         (b) Except as and to the extent  set forth or  reserved  against on the
balance  sheets of  NexVerse as reported  in the  NexVerse  Unaudited  Financial
Statements,  including the notes thereto, NexVerse does not have any liabilities
or  obligations  of  any  nature  (whether  accrued,  absolute,   contingent  or
otherwise),  including,  without  limitation,  any  undisclosed  liabilities  or
obligations of ipVerse, Inc., ("ipVerse") that would be required to be reflected
on a  balance  sheet  prepared  in  accordance  with  GAAP and  NexVerse's  past
practices,  except for immaterial  liabilities  or  obligations  incurred in the
ordinary  course of business  consistent  with past practice since September 30,
2002. SECTION 4.08 Absence of Certain Changes or Events

         Since September 30, 2002, NexVerse has conducted its businesses only in
the ordinary course  consistent  with past practice and, since such date,  there
has not been:

                  (i) any NexVerse Material Adverse Effect;

                  (ii) any event that could reasonably be expected to prevent or
         materially delay the performance of NexVerse's  obligations pursuant to
         this Agreement and the consummation of the Transactions by NexVerse;

                  (iii)  any  change  by  NexVerse  in its  accounting  methods,
         principles or practices;

                  (iv) any declaration, setting aside or payment of any dividend
         or  distribution  in  respect  of the  shares of the  capital  stock of
         NexVerse or any redemption, purchase or other acquisition of any of the
         capital   stock   of   NexVerse   (except   as   contemplated   by  the
         Recapitalization);

                  (v) any material  increase in the  compensation or benefits or
         establishment   of   any   bonus,   insurance,    severance,   deferred
         compensation,   pension,  retirement,   profit  sharing,  stock  option
         (including,  without limitation,  the granting of stock options,  stock
         appreciation  rights,  performance  awards or restricted stock awards),
         stock  purchase or other  employee  benefit plan, or any other material
         increase  in the  compensation  payable  or to  become  payable  to any
         employees, officers, consultants or directors of NexVerse;


<PAGE>

                  (vi) any issuance or sale of any stock,  notes, bonds or other
         securities, or entering into any agreement with respect thereto (except
         as contemplated by the Recapitalization);

                  (vii) any amendment to NexVerse's certificate of incorporation
         or bylaws;

                  (viii) any (x) purchase,  sale, assignment,  lease, license or
         transfer of any material  assets,  other than in the ordinary course of
         business  consistent  with  past  practice,  (y)  mortgage,  pledge  or
         existence of any Lien on any material assets or properties, tangible or
         intangible,  except  for Liens for  Taxes not yet  delinquent  and such
         other  Liens which do not,  individually  or in the  aggregate,  have a
         NexVerse  Material  Adverse  Effect,  or (z)  waiver  of any  rights of
         material value or cancellation or any material debts or claims;

                  (ix) any  incurrence  of any material  liability  (absolute or
         contingent), except for current liabilities and obligations incurred in
         the ordinary course of business consistent with past practice;

                  (x) any incurrence of any damage, destruction or similar loss,
         whether or not covered by insurance,  materially affecting the business
         or properties of NexVerse;

                  (xi) any entering into of any transaction of a material nature
         other than in the  ordinary  course of business,  consistent  with past
         practice (except for the Transactions); or

                  (xii) any  negotiation  or  agreement by NexVerse to do any of
         the things described in the preceding clauses (i) through (xi).


         SECTION 4.09 Employee Benefit Plans; Labor Matters

         (a) Section  4.09(a) of the  NexVerse  Disclosure  Schedule  lists each
employee  benefit fund,  plan,  program,  arrangement  and contract  (including,
without  limitation,  any "pension" plan, fund or program, as defined in Section
3(2) of ERISA,  and any "employee  benefit plan",  as defined in Section 3(3) of
ERISA, and any plan,  program,  arrangement or contract providing for severance;
medical, dental or vision benefits; life insurance or death benefits; disability
benefits, sick pay or other wage replacement;  vacation,  holiday or sabbatical;
pension or profit-sharing  benefits; stock options or other equity compensation;
bonus or incentive pay or other material  fringe  benefits),  whether written or
not, maintained,  sponsored or contributed to, or required to be contributed to,
by NexVerse  (the  "NexVerse  Benefit  Plans").  With  respect to each  NexVerse
Benefit Plan,  NexVerse has  delivered or made  available to the Sellers a true,
complete and correct copy of (i) such NexVerse Benefit Plan (or, if not written,
a written  summary of its  material  terms)  and the most  recent  summary  plan
description,  if any,  related to such NexVerse  Benefit  Plan,  (ii) each trust
agreement or other funding  arrangement  relating to such NexVerse Benefit Plan,
(iii) the most recent  annual report (Form 5500) filed with the IRS with respect
to such  NexVerse  Benefit Plan (and, if the most recent annual report is a Form
5500R,  the most recent Form 5500C filed with respect to such  NexVerse  Benefit
Plan), (iv) the most recent actuarial report or financial  statement relating to
such NexVerse Benefit Plan


<PAGE>

and (v) the most recent  determination  letter,  if any,  issued by the IRS with
respect  to such  NexVerse  Benefit  Plan  and any  pending  request  for such a
determination letter.  Neither NexVerse,  nor to the knowledge of NexVerse,  any
other person or entity, has any express or implied  commitment,  whether legally
enforceable  or not, to modify,  change or terminate any NexVerse  Benefit Plan,
other than with respect to a  modification,  change or  termination  required by
ERISA or the Code.

         (b) Each NexVerse  Benefit Plan has been  administered  in all material
respects in accordance with its terms and all applicable  laws,  including ERISA
and the Code,  and  contributions  required to be made under the terms of any of
NexVerse  Benefit Plans as of the date of this  Agreement  have been timely made
or, if not yet due, have been properly  reflected on the balance sheet  included
in the NexVerse Unaudited Financial Statements. With respect to NexVerse Benefit
Plans, no event has occurred and, to the knowledge of NexVerse,  there exists no
condition or set of  circumstances  in connection  with which  NexVerse could be
subject to any material  liability (other than for routine benefit  liabilities)
under the terms of, or with respect to, such NexVerse Benefit Plans,  ERISA, the
Code or any other applicable Law.

         (c) (i) Each  NexVerse  Benefit Plan which is intended to qualify under
Section 401(a), Section 401(k), Section 401(m) or Section 4975(e)(6) of the Code
has received a favorable  determination  letter from the IRS as to its qualified
status,  and to the  knowledge of NexVerse,  no fact or event has occurred  that
could adversely affect the qualified status of any such NexVerse Benefit Plan or
the  exempt  status  of any  such  trust;  (ii)  there  has  been no  prohibited
transaction  (within the meaning of Section 406 of ERISA or Section  4975 of the
Code  and  other  than a  transaction  that  is  exempt  under  a  statutory  or
administrative  exemption) with respect to any NexVerse  Benefit Plan that could
result in a material  liability to NexVerse and (iii) each NexVerse Benefit Plan
can be amended,  terminated or otherwise  discontinued after the Closing Date in
accordance  with its terms,  without  liability  (other than (A)  liability  for
ordinary  administrative  expenses  typically incurred in a termination event or
(B) if the NexVerse  Benefit Plan is a pension benefit plan subject to Part 2 of
Title I of ERISA,  liability  for the  accrued  benefits  as of the date of such
termination  (if and to the extent  required by ERISA) to the extent that either
there are  sufficient  assets  set  aside in a trust or  insurance  contract  to
satisfy such liability or such liability is reflected on the most recent balance
sheet  included  in the  NexVerse  Unaudited  Financial  Statements).  No  suit,
administrative  proceeding,  action or other litigation has been brought,  or to
the knowledge of NexVerse,  is  threatened,  against or with respect to any such
NexVerse  Benefit  Plan,  including  any audit or  inquiry  by the IRS or United
States Department of Labor (other than routine benefits claims).

         (d) No  NexVerse  Benefit  Plan is a  multiemployer  pension  plan  (as
defined in Section  3(37) of ERISA) or other pension plan subject to Title IV of
ERISA and  neither  NexVerse  nor any other  trade or  business  (whether or not
incorporated)  that is under "common  control" with NexVerse (within the meaning
of ERISA Section 4001) or with respect to which NexVerse could  otherwise  incur
liability under Title IV of ERISA (an "NexVerse ERISA  Affiliate") has sponsored
or contributed to or been required to contribute to a multiemployer pension plan
or other pension plan subject to Title IV of ERISA. No material  liability under
Title IV of ERISA has been incurred by NexVerse or any NexVerse ERISA  Affiliate
that has not

<PAGE>

been satisfied in full, and no condition exists that presents a material risk to
NexVerse or any NexVerse ERISA Affiliate of incurring or being subject  (whether
primarily,  jointly or secondarily) to a material liability thereunder.  None of
the assets of NexVerse or any NexVerse  ERISA  Affiliate is or may reasonably be
expected  to become,  the  subject of any Lien  arising  under  ERISA or Section
412(n) of the Code.

         (e) With respect to each NexVerse Benefit Plan required to be set forth
in the  NexVerse  Disclosure  Schedule  that is subject to Title IV or Part 3 of
Title I of ERISA or Section 412 of the Code, (i) no reportable event (within the
meaning of Section 4043 of ERISA, other than an event that is not required to be
reported  before or within 30 days of such event) has occurred or is expected to
occur, (ii) there was not an accumulated  funding deficiency (within the meaning
of Section 302 of ERISA or Section 412 of the Code),  whether or not waived,  as
of the most recently  ended plan year of such NexVerse  Benefit Plan;  and (iii)
there  is no  "unfunded  benefit  liability"  (within  the  meaning  of  Section
4001(a)(18) of ERISA).

         (f) Set forth in Section  4.09(f) of the NexVerse  Disclosure  Schedule
are (i) all employment agreements with officers and all consulting agreements of
NexVerse,  (ii) all  severance  plans,  agreements,  programs  and  policies  of
NexVerse with or relating to its employees,  directors or consultants, and (iii)
all plans,  programs,  agreements  and other  arrangements  of NexVerse  with or
relating to their respective  employees,  directors or consultants which contain
"change of control"  provisions.  No payment or benefit which may be required to
be made by  NexVerse  or which  otherwise  may be  required to be made under the
terms of any  NexVerse  Benefit  Plan or other  arrangement  will  constitute  a
parachute  payment under Section  280(G)(1) of the Code, and the consummation of
the  transactions   contemplated  by  this  Agreement  will  not,  alone  or  in
conjunction with any other possible event (including termination of employment),
(i) entitle any current or former employee or other service provider of NexVerse
to severance  benefits or any other payment,  compensation or benefit (including
forgiveness of indebtedness), or (ii) accelerate the time of payment or vesting,
or  increase  the amount of  compensation  or benefit  due any such  employee or
service provider.

         (g) Except as set forth in Section  4.09(g) of the NexVerse  Disclosure
Schedule, NexVerse is not a party to, and does not have any obligations under or
with  respect  to, any  collective  bargaining  or other  labor  union  contract
applicable  to  persons  employed  by  NexVerse  and  no  collective  bargaining
agreement  is being  negotiated  by  NexVerse  or any person or entity  that may
obligate  NexVerse  thereunder.  As of the date of this  Agreement,  there is no
labor  dispute,  strike,  union  organizing  activity or work  stoppage  against
NexVerse  pending  or,  to the  knowledge  of  NexVerse,  threatened  which  may
interfere  with the  business  activities  of  NexVerse.  As of the date of this
Agreement,  to the  knowledge  of  NexVerse,  neither  NexVerse  nor  any of its
representatives  or  employees  has  committed  any  unfair  labor  practice  in
connection  with the  operation  of the  business of  NexVerse,  and there is no
charge  or  complaint  filed  against  NexVerse  by or with the  National  Labor
Relations Board or any comparable  Governmental  Entity pending or threatened in
writing.

         (h) Except as required by Law, no NexVerse  Benefit  Plan  provides any
retiree or  post-employment  benefits to any person.  NexVerse is in  compliance
with (i) the requirements

<PAGE>

of the applicable  health care  continuation and notice  provisions of COBRA and
(ii)  the  applicable  requirements  of the  Health  Insurance  Portability  and
Accountability Act of 1996, as amended.

         SECTION 4.10 Contracts

         Except for the  contracts and  agreements  described in Section 4.10 of
NexVerse Disclosure Schedule (collectively,  the "NexVerse Material Contracts"),
NexVerse  is not a party to or  bound by any  contract  or  agreement  described
below:

         (a) any sales, advertising or agency contract in excess of $25,000 over
the life of the contract;

         (b) any  continuing  contract for the purchase of materials,  supplies,
equipment  or  services  involving  in the case of any such  contact  more  than
$25,000 over the life of the contract;

         (c) any  contract  that  expires or may be renewed at the option of any
person other than  NexVerse so as to expire more than one year after the date of
this Agreement;

         (d) any trust indenture,  mortgage,  promissory note, loan agreement or
other contract for the borrowing of money, any currency exchange, commodities or
other hedging  arrangement or any leasing transaction of the type required to be
capitalized in accordance with GAAP;

         (e) any contract for capital  expenditures  in excess of $10,000 in the
aggregate;

         (f) any contract limiting the freedom of NexVerse to engage in any line
of  business  or to compete  with any other  corporation,  partnership,  limited
liability company,  trust,  individual or other entity, or any  confidentiality,
secrecy or non-disclosure  contract,  except for the non-competition  provisions
contained in the VoIP License Agreement;

         (g)  any  contract  pursuant  to  which  NexVerse  is a  lessee  of any
machinery,  equipment,  motor  vehicles,  office  furniture,  fixtures  or other
personal  property,  pursuant  to which  payments  in excess of  $25,000  remain
outstanding;

         (h) any contract with an affiliate;

         (i) any agreement of guarantee, support, indemnification, assumption or
endorsement  of, or any similar  commitment  with  respect to, the  obligations,
liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness
of any other person;

         (j) any NexVerse License Agreement,  as such term is defined in Section
4.13(b),  or any license or other agreement pursuant to which a third party uses
any NexVerse Intellectual Property.


<PAGE>

         (k) any distribution contract; or

         (l) any employment  contract,  arrangement or policy (including without
limitation any collective  bargaining contract or union agreement) which may not
be immediately  terminated  without penalty (or any augmentation or acceleration
of benefits).

         NexVerse has performed all of the obligations  required to be performed
by it and is entitled to all benefits under, and is not alleged to be in default
in respect of, any NexVerse  Material  Contract.  Each of the NexVerse  Material
Contracts is valid and binding and in full force and effect, and there exists no
default or event of default or event, occurrence, condition or act, with respect
to  NexVerse,  or to the  knowledge  of  NexVerse,  with  respect  to any  other
contracting  party,  which, with the giving of notice,  the lapse of the time or
the happening of any other event or conditions,  would become a default or event
of default  under any NexVerse  Material  Contract.  True,  correct and complete
copies of all of the  NexVerse  Material  Contracts  have been  delivered to the
Sellers.

         SECTION 4.11 Litigation

         Except  as  set  forth  in  Section  4.11  of the  NexVerse  Disclosure
Schedule,  there is no private or governmental action, suit, proceeding,  claim,
arbitration  or  investigation  pending  before any agency,  court or  tribunal,
foreign or  domestic,  or, to the  knowledge  of  NexVerse,  threatened  against
NexVerse or any of its  properties or any of its officers or directors (in their
capacities as such).  NexVerse is not aware of any facts or circumstances  which
could  reasonably  be expected to result in the denial of  otherwise  applicable
insurance  coverage  under  policies  issued to  NexVerse in respect of any such
suits, claims,  actions,  proceedings and investigations.  There is no judgment,
decree or order against  NexVerse or, to the  knowledge of NexVerse,  any of its
directors or officers (in their capacities as such), that could prevent, enjoin,
or materially alter or delay any of the  Transactions,  or that could reasonably
be expected to have a NexVerse  Material  Adverse  Effect.  Section  4.11 of the
NexVerse Disclosure Schedule also lists all litigation that NexVerse has pending
against other parties.

         SECTION 4.12 Environmental Matters

         NexVerse is in compliance in all material  respects with all applicable
Environmental  Laws and all  NexVerse  Permits  required by  Environmental  Laws
("NexVerse Environmental Permits"). All past noncompliance,  if any, of NexVerse
with  Environmental  Laws or NexVerse  Environmental  Permits has been  resolved
without any pending, ongoing or future obligation,  cost or liability.  NexVerse
has not released a Hazardous Material at, or transported a Hazardous Material to
or from, any real property  currently or formerly  owned,  leased or occupied by
NexVerse, in violation of any Environmental Law.

         SECTION 4.13 Intellectual Property

         (a) Section 4.13(a) of the NexVerse Disclosure Schedule contains a true
and complete list of NexVerse's  patents,  patent  applications,  registered and
unregistered  trademarks,  trademark  applications,  trade names, registered and
unregistered service marks, service mark

<PAGE>

applications,  service  marks,  Internet  domain  names,  Internet  domain  name
applications,  and  copyright  registrations  and  applications  included in the
NexVerse  Intellectual Property and all other filings and formal actions made or
taken pursuant to Federal,  state, local and foreign laws by NexVerse to protect
its interests in the NexVerse Intellectual Property, and includes details of all
due dates for further  filings,  maintenance,  payments or other actions falling
due in respect of the NexVerse  Intellectual  Property within twelve (12) months
of the Closing.  All of  NexVerse's  patents,  patent  applications,  registered
trademarks,  trademark  applications  and registered  copyrights  remain in good
standing with respect to all fees and filings due as of the date hereof.

         (b) The NexVerse  Intellectual  Property  contains only those items and
rights  which are: (i) owned by NexVerse;  (ii) in the public  domain;  or (iii)
rightfully used by NexVerse pursuant to a valid and enforceable license or other
agreement (the "NexVerse Licensed Intellectual  Property"),  the title, parties,
date,  term and subject  matter of each such license or other  agreement  (each,
"NexVerse License Agreement") being set forth on Section 4.13(b) of the NexVerse
Disclosure  Schedule.  NexVerse  has all  rights  in the  NexVerse  Intellectual
Property,  which includes all rights  necessary to carry out NexVerse's  current
activities  and   NexVerse's   future   activities   relating  to  the  NexVerse
Intellectual  Property,  to the extent such future activities are proposed to be
conducted,  including  without  limitation,  to the extent required to carry out
such  activities,   rights  to  make,  use,  reproduce,  modify,  adapt,  create
derivative  works based on,  translate,  distribute  (directly and  indirectly),
transmit, display and perform publicly,  license, rent, lease, import and export
and,  other than with respect to the NexVerse  Licensed  Intellectual  Property,
assign, sell and offer for sale, the NexVerse Intellectual Property.

         (c)   The   reproduction,   manufacturing,   distribution,   licensing,
sublicensing,  sale or any other exercise of rights in any NexVerse Intellectual
Property  as now used or  offered  or  proposed  for use,  licensing  or sale by
NexVerse does not, to the knowledge of NexVerse,  infringe on any proprietary or
personal  right of any person,  including  any rights in any patent,  industrial
design, trademark,  trade name, service mark, trade dress, Internet domain name,
copyright,  database,  or trade  secret of any  person,  anywhere  in the world.
NexVerse has not received notice of any pending or threatened  claims (including
offers to grant licenses) (i) challenging the validity,  effectiveness or, other
than with respect to the NexVerse Licensed Intellectual  Property,  ownership by
NexVerse of any NexVerse  Intellectual  Property, or (ii) to the effect that the
use, distribution, licensing, sublicensing, sale or any other exercise of rights
in any product,  work,  technology or process as now used or offered or proposed
for use, licensing, sublicensing or sale by NexVerse or its agents or use by its
customers  infringes  or will  infringe on or  misappropriate  any  intellectual
property or other  proprietary or personal right of any person. To the knowledge
of  NexVerse,  (a) no such claims have been  threatened  by any person,  and (b)
there are no valid  grounds  for any bona fide  claim of any such  kind.  To the
knowledge  of  NexVerse,  all of the  rights  within the  NexVerse  Intellectual
Property are enforceable and subsisting.  To the knowledge of NexVerse, there is
no  unauthorized  use,   infringement  or   misappropriation   of  any  NexVerse
Intellectual Property by any third party, employee or former employee.

         (d) Except as disclosed in Section  4.13(d) of the NexVerse  Disclosure
Schedule,   all  personnel,   including  employees,   agents,   consultants  and
contractors,  who have


<PAGE>

contributed to or participated in the conception and development of the NexVerse
Intellectual  Property  on  behalf  of  NexVerse,  have  executed  nondisclosure
agreements  and either (i) have been a party to an  enforceable  agreement  with
NexVerse in  accordance  with  applicable  national  and state law that  accords
NexVerse full,  effective,  exclusive and original ownership of all tangible and
intangible  property  as  "works-for-hire,"  arising  from the  efforts  of such
personnel,  or (ii) have executed appropriate instruments of assignment in favor
of NexVerse  that have  conveyed  to  NexVerse  full,  effective  and  exclusive
ownership of all tangible and  intangible  property  arising from the efforts of
such  personnel,  or (iii)  otherwise  have by  operation  of law  vested in the
NexVerse  all  right,  title  and  interest  in all such  NexVerse  Intellectual
Property by virtue of their employment relationship with the NexVerse.

         (e)  NexVerse is not,  nor as a result of the  execution or delivery of
this  Agreement,  or  performance  of  NexVerse's  obligations  hereunder,  will
NexVerse be, in violation of any license, sublicense, agreement or instrument to
which NexVerse is a party or otherwise  bound, nor will execution or delivery of
this Agreement,  or performance of NexVerse's obligations  hereunder,  cause the
diminution, termination or forfeiture of any NexVerse Intellectual Property.

         (f) Section 4.13(f) of the NexVerse Disclosure Schedule contains a true
and complete  list of all of  NexVerse's  computer  software  programs  included
within the NexVerse Intellectual  Property,  whether in source code, object code
or human  readable  form,  other  than  any  fully-paid  off-the-shelf  software
programs (the "NexVerse Software Programs").  NexVerse has full and unrestricted
rights to use the  NexVerse  Software  Programs  that it  licenses,  pursuant to
license  agreements  listed  in  Section  4.13(b)  of  the  NexVerse  Disclosure
Schedule.

         (g)  To  the  knowledge  of  NexVerse,   the  source  code  and  system
documentation relating to the NexVerse Software Programs have been maintained in
strict  confidence  and (i) have been disclosed by NexVerse only to those of its
employees who have a "need to know" the contents  thereof in connection with the
performance  of their  duties to NexVerse  and who have  executed  nondisclosure
agreements  with  NexVerse;  and (ii) have been  disclosed  to only those  third
parties who have executed nondisclosure agreements with NexVerse.

         (h) Except as set forth in Section  4.13(h) of the NexVerse  Disclosure
Schedule,  the NexVerse Software Programs and the NexVerse Intellectual Property
are free and clear of any and all Liens.

         (i) Except as set forth in Section  4.13(i) of the NexVerse  Disclosure
Schedule,  NexVerse does not owe nor will it owe any royalties or other payments
to third  parties in respect of the  NexVerse  Intellectual  Property.  All such
royalties or other  payments  that have  accrued  prior to the Closing have been
paid.

         (j) It is the NexVerse's practice to scan, with commercially  available
virus  scan  software,  the  NexVerse  Intellectual  Property  listed in Section
4.13(f) of the NexVerse  Disclosure  Schedule  that are capable of being scanned
for "viruses",  and to the knowledge of NexVerse, the NexVerse Software Programs
and other  NexVerse  Intellectual  Property  contain no  viruses,  as defined in
Section 3.13(j) of this Agreement.


<PAGE>

         SECTION 4.14 Taxes

         (a) NexVerse has  properly  completed  and timely filed all Tax Returns
required to be filed by it and has paid all Taxes shown thereon to be due to the
extent such Taxes are due and payable as of the  Closing  Date.  NexVerse is not
delinquent in the payment of any Taxes.  NexVerse has provided adequate accruals
in NexVerse Financial Statements for any Taxes that have not been paid as of the
dates  thereof,  whether or not shown as being due on any Tax Returns.  NexVerse
has no material  liability for unpaid Taxes  accruing after the date of NexVerse
Unaudited Financial Statements, other than Taxes incurred in the ordinary course
of business consistent with past practice.

         (b) There is (i) no  material  claim for Taxes  that is, or could  give
rise to, a Lien  against the property of NexVerse or is being  asserted  against
NexVerse  other than Liens for Taxes not yet due and  payable,  (ii) no audit of
any Tax Return of  NexVerse  is being  conducted  by a tax  authority;  (iii) no
extension of the statute of limitations for the assessment of any Taxes has been
granted by NexVerse,  except for  extensions  that are no longer in effect,  and
(iv) no agreement,  contract or arrangement to which NexVerse is a party that is
reasonably  expected  to result in the  payment of any amount  that would not be
deductible by reason of Section 280G or Section 404 of the Code.

         (c) There has been no change in ownership  of NexVerse  that has caused
the utilization of any losses of NexVerse to be limited  pursuant to Section 382
of the Code, and any loss carryovers  reflected on NexVerse Financial Statements
are properly computed and reflected.

         (d) NexVerse is not required to include any material amounts in Taxable
income for any Tax period (or portion  thereof)  ending  after the Closing  Date
pursuant to Section 481 or 263A of the Code or any  comparable  provision  under
state or foreign Tax laws as a result of  transactions  or events  occurring  or
accounting methods employed prior to the Exchange Transaction.

         (e) NexVerse has not filed  consent to have the  provisions  of Section
341(f)(2) of the Code (or comparable  provisions of any state Tax laws) apply to
NexVerse.

         (f)  NexVerse  is not a party  to any  Tax  sharing  or Tax  allocation
agreement nor does NexVerse have any liability or potential liability to another
party under any such agreement.

         (g) NexVerse has not filed any  disclosures  under  Section 6662 of the
Code or  comparable  provisions  of state,  local or foreign  law to prevent the
imposition of penalties with respect to any Tax reporting  position taken on any
Tax Return.

         (h)  NexVerse  is not and has never  been a member  of a  consolidated,
combined or unitary group.


<PAGE>

         (i)  NexVerse  has in its  possession  receipts  for any Taxes  paid to
foreign Tax authorities. NexVerse is not and has never been a "United Sates real
property holding corporation" within the meaning of Section 897 of the Code.

         (j) No claim  has ever  been made by any  authority  in a  jurisdiction
where  NexVerse  does not  file  Tax  Returns  that it is or may be  subject  to
taxation by that jurisdiction.

         (k) NexVerse has withheld and paid over all Taxes required to have been
withheld and paid over and complied with all material information  reporting and
backup withholding requirements,  including maintenance of required records with
respect  thereto,  in  connection  with  material  amounts  paid or owing to any
employee, independent contractor, creditor, stockholder or other third party.

         (l) NexVerse has not constituted either a "distributing corporation" or
a "controlled  corporation" in a distribution  of stock  qualifying for tax-free
treatment  under  Section 355 of the Code (x) in the two years prior to the date
of this Agreement or (y) in a distribution which could otherwise constitute part
of a "plan" or "series of related  transactions"  (within the meaning of Section
355(e) of the Code) in conjunction with the Exchange Transaction.

         SECTION 4.15 Insurance

         NexVerse is presently  insured,  and since  inception has been insured,
against  such  risks as  companies  engaged  in a  similar  business  would,  in
accordance with good business practice,  customarily be insured. The policies of
fire, theft, liability and other insurance maintained with respect to the assets
or businesses of NexVerse  provide  adequate  coverage against loss. There is no
material claim pending under any of such policies.  Section 4.15 of the NexVerse
Disclosure  Schedule  contains a complete and correct list as of the date hereof
of all  insurance  policies  maintained  by  NexVerse,  and  NexVerse  has  made
available  to the  Sellers  complete  and correct  copies of all such  policies,
together with all riders and amendments  thereto.  All such policies are in full
force and effect and all premiums due thereon have been paid to the date hereof.
NexVerse has complied in all material  respects with the terms of such policies.
NexVerse has no knowledge of any threatened  termination of, or material premium
increase with respect to, any of such policies.

         SECTION 4.16 Properties

         NexVerse has good and indefeasible  title,  free and clear of all Liens
to all its properties and assets, whether tangible or intangible, real, personal
or mixed,  reflected in the NexVerse  Unaudited  Financial  Statements  as being
owned by NexVerse,  other than (i) any  properties or assets that have been sold
or otherwise  disposed of in the ordinary  course of business  since the date of
such  financial  statements  and (ii) Liens  arising in the  ordinary  course of
business  after the date of such  financial  statements and set forth on Section
4.16 of the NexVerse  Disclosure  Schedule.  All  properties  used in NexVerse's
operations  are  reflected  in the  balance  sheets  included  in  the  NexVerse
Financial  Statements to the extent GAAP require the same to be  reflected.  All
buildings,  and all fixtures,  equipment and other  property and assets that are
material to its  business,  held under leases or sub-leases by NexVerse are held
under valid

<PAGE>

instruments  enforceable in accordance with their respective  terms,  subject to
applicable laws of bankruptcy, insolvency or similar laws relating to creditors'
rights  generally  and to general  principles  of equity  (whether  applied in a
proceeding  in law or equity).  Substantially  all of  NexVerse's  equipment  in
regular use has been  reasonably  maintained  and is in  serviceable  condition,
reasonable wear and tear excepted. NexVerse owns or has the valid and subsisting
right to use all  assets  and  properties  necessary  or  advisable  to  operate
NexVerse's  business in substantially the manner presently conducted and, except
with respect to the Assets to be  transferred  pursuant to this Agreement by the
Sellers, as proposed to be conducted.

         SECTION 4.17 Affiliates

         Except as set forth on Section  4.17 of NexVerse  Disclosure  Schedule,
there are no obligations of NexVerse to officers,  directors,  stockholders,  or
employees  of  NexVerse  other  than (a) for  payment  of  salary  for  services
rendered,  (b)  reimbursement  for  reasonable  expenses  incurred  on behalf of
NexVerse and (c) for other standard employee  benefits made generally  available
to all employees (including stock option agreements  outstanding under any stock
option  plan  approved  by the  Board of  Directors  of  NexVerse).  None of the
officers,  directors,  key employees or stockholders of NexVerse, or any members
of their  immediate  families,  is  indebted  to  NexVerse  or has any direct or
indirect  ownership  interest in any firm or corporation  with which NexVerse is
affiliated or with which  NexVerse has a business  relationship,  or any firm or
corporation  which  competes with  NexVerse,  other than passive  investments in
publicly traded companies  (representing less than 1% of such company) which may
compete with NexVerse.  No officer,  director or  stockholder,  or any member of
their immediate families, is, directly or indirectly, interested in any material
contract with NexVerse (other than such contracts as relate to any such person's
ownership of capital stock or other securities of NexVerse).

         SECTION 4.18 Brokers

         No broker,  finder or investment  banker is entitled to any Broker Fees
to be paid by NexVerse or its stockholders based upon arrangements made by or on
behalf of NexVerse or its stockholders.

         SECTION 4.19 Business Practices

         Neither  NexVerse nor any directors,  officers,  agents or employees of
NexVerse  (in their  capacities  as such)  has (i) used any  funds for  unlawful
contributions,  gifts,  entertainment  or other  unlawful  expenses  relating to
political  activity,  (ii) made any  unlawful  payment to  foreign  or  domestic
government officials or employees or to foreign or domestic political parties or
campaigns or violated  any  provision of the Foreign  Corrupt  Practices  Act of
1977, as amended, or (iii) made any other unlawful payment.

         SECTION 4.20 Business Activity Restriction

         There is no  non-competition  or other similar  agreement,  commitment,
judgment, injunction, order or decree to which NexVerse is a party or subject to
that has or could

<PAGE>

reasonably be expected to have the effect of prohibiting or materially impairing
the conduct of business by NexVerse. NexVerse has not entered into any agreement
under  which  NexVerse  is  restricted  from  selling,  licensing  or  otherwise
distributing  any of its  technology  or products to, or providing  services to,
customers or potential  customers or any class of customers,  in any  geographic
area,  during  any  period of time or in any  segment  of the  market or line of
business.

         SECTION 4.21 Customers and Suppliers

         (a) No  customer  which  individually  accounted  for  more  than 5% of
NexVerse's gross revenues during the period from inception until August 31, 2002
has canceled, otherwise terminated or materially decreased its relationship with
NexVerse  or its usage of the  products or  services  of  NexVerse,  or made any
written threat to NexVerse to cancel, otherwise terminate or materially decrease
its  relationship  with  NexVerse  or its usage of the  products  or services of
NexVerse.

         (b) (i) Except as set forth on Section 4.21 of the NexVerse  Disclosure
Schedule,  NexVerse has not purchased from any single supplier goods or services
for which the  aggregate  purchase  price  exceeded 5% of the goods and services
purchased by NexVerse during the period from inception until August 31, 2002 and
(ii) there has been no  material  adverse  change in the  business  relationship
between  NexVerse  and any of the  suppliers  set forth on  Section  4.21 of the
NexVerse Disclosure Schedule.

         SECTION 4.22 Employee Matters

         NexVerse is in compliance  in all material  respects with all currently
applicable  laws  and  regulations  respecting  employment,   discrimination  in
employment,  terms and conditions of employment,  wages,  hours and occupational
safety and health and  employment  practices.  NexVerse has withheld all amounts
required by Law or by agreement  to be withheld  from the wages,  salaries,  and
other  payments to  employees  and is not liable for any arrears of wages or any
taxes or any penalty for failure to comply with any of the  foregoing.  NexVerse
is not liable for any payment to any trust or other fund or to any  Governmental
Entity with respect to unemployment  compensation  benefits,  social security or
other benefits or obligations for employees  (other than routine  payments to be
made in the normal course of business and consistent with past practice).  There
are no pending claims against  NexVerse under any workers  compensation  plan or
policy or for long term disability.  There are no  controversies  pending or, to
the knowledge of NexVerse, threatened, between NexVerse and any of its employees
(the "NexVerse  Employees"),  which  controversies  have or could  reasonably be
expected  to  result in an  action,  suit,  proceeding,  claim,  arbitration  or
investigation before any Governmental  Entity. To the knowledge of NexVerse,  no
NexVerse  Employees  are in  violation of any term of any  employment  contract,
non-disclosure agreement,  noncompetition agreement, or any restrictive covenant
to a former  employer  relating to the right of any such employee to be employed
by  NexVerse  because  of the  nature of the  business  conducted  or  presently
proposed  to be  conducted  by  NexVerse  or to the  use  of  trade  secrets  or
proprietary  information of others.  No NexVerse  Employees have given notice to
NexVerse,  nor is NexVerse  otherwise  aware,  that any such employee intends to
terminate his or her employment with NexVerse.


<PAGE>

         SECTION 4.23 Registration Rights and Voting Rights

         Except as required  pursuant to that certain Investor Rights Agreement,
dated November 27, 2001, by and among  NexVerse and the investors  listed on the
Schedule of Investors attached thereto,  and as will be required by the Series C
Financing Documents upon the execution of such documents and the consummation of
the  Series C  Financing,  NexVerse  is not  under any  obligation,  and has not
granted  any  rights,  to  register  any  of  NexVerse's  presently  outstanding
securities  or any of its  securities  that  may  hereafter  be  issued.  To the
knowledge of NexVerse,  except as contemplated in that certain Voting Agreement,
dated November 27, 2001, by and among certain  securityholders of NexVerse,  and
as will be required by the Series C Financing  Documents  upon the  execution of
such  documents,  no stockholder  has entered into any agreement with respect to
the voting of equity securities of NexVerse.

         SECTION 4.24 Investment Representation

         NexVerse  is  acquiring  the  Chorale  Networks  Israel  Shares and the
Chorale  Networks  U.S.  Shares for its own account for  investment  and not for
resale or  distribution  in any  transaction  that would be in  violation of the
securities  laws of the United States of America or any state thereof.  NexVerse
has the  knowledge,  sophistication  and  experience  in business and  financial
matters so as to be capable of evaluating  the merits and risks of an investment
in the Chorale Networks Israel Shares and the Chorale Networks U.S. Shares.

         SECTION 4.25 Full Disclosure

         NexVerse has provided the Sellers with all information requested by the
Sellers in connection with their decision to enter into the  Transactions.  This
Agreement,  including the schedules  and exhibits  hereto,  does not contain any
untrue  statement of a material fact nor omit to state a material fact necessary
in order to make the statements contained herein not misleading.

                                   ARTICLE V

                                    COVENANTS

         SECTION 5.01 Conduct of the Business Pending the Closing

         Each of the Sellers agrees that, between the date of this Agreement and
the Closing,  unless NexVerse shall otherwise agree in writing, (x) the Business
shall be  conducted  only in, and neither the Sellers nor NGTS Israel shall take
any  action  with  respect  to the  Business  except in the  ordinary  course of
business  consistent  with past  practice  and (y) each of the  Sellers and NGTS
Israel shall use all  reasonable  efforts to keep available the services of such
of their respective current officers,  significant employees and consultants and
to preserve the current  relationships  with such of their respective  corporate
partners,  customers,  suppliers and other persons with which either of them has
significant  business  relations in order to preserve  substantially  intact the
Business.  By way of amplification  and not limitation,  each of the Sellers


<PAGE>

and NGTS Israel shall not,  between the date of this  Agreement and the Closing,
directly  or  indirectly  do, or agree to do, any of the  following  without the
prior written consent of NexVerse:

                  (a) amend or otherwise change its certificate of incorporation
         or bylaws or  memorandum  or articles of  association,  as  applicable,
         except as could not reasonably be expected to have an adverse effect on
         the Business or the Assets;

                  (b)  sell,  pledge,  dispose  of,  transfer,  lease,  license,
         guarantee or  encumber,  or authorize  the sale,  pledge,  disposition,
         transfer,  lease,  license,  guarantee or encumbrance of Assets, except
         sales of inventory  or grants of licenses  related to such sales in the
         ordinary  course of business  consistent  with past practice and except
         pursuant to the Separation Agreements;

                  (c) (i) acquire  (including,  without  limitation,  by merger,
         consolidation,  or  acquisition of stock or assets) any interest in any
         corporation,  partnership, other business organization or person or any
         division thereof,  except for such interests as will not be included in
         the Assets or (ii) terminate, cancel or request any material change in,
         or agree to any material  change in, any Company  Material  Contract or
         Company License Agreement;

                  (d) increase the compensation  payable or to become payable to
         the   Transferring   Employees,   grant  any  rights  to  severance  or
         termination pay to, or enter into any employment or severance agreement
         which provides benefits upon a change in control of the Business or the
         Companies that would be triggered by the Exchange Transaction with, any
         Transferring  Employee who is not  currently  entitled to such benefits
         from the Exchange  Transaction,  establish,  adopt, enter into or amend
         any collective bargaining, bonus, profit sharing, thrift, compensation,
         stock  option,   restricted  stock,   pension,   retirement,   deferred
         compensation,   employment,   termination,  severance  or  other  plan,
         agreement,  trust,  fund,  policy or arrangement for the benefit of any
         Transferring Employee,  except to the extent required by applicable Law
         or the terms of a  collective  bargaining  agreement,  or enter into or
         amend any  contract,  agreement,  commitment  or  arrangement  with any
         Transferring Employees; or

                  (e)  authorize or enter into any formal or informal  agreement
         or otherwise  make any commitment to do any of the foregoing or to take
         any action that would make any of the  representations or warranties of
         the Seller  contained in this Agreement  untrue or incorrect or prevent
         the Seller from performing  their covenants  hereunder or result in any
         of the  conditions  to the  Exchange  Transaction  set forth herein not
         being satisfied.

         SECTION 5.02 Conduct of Business by NexVerse Pending the Closing

         NexVerse  agrees  that,  between  the  date of this  Agreement  and the
Closing,  unless the Sellers shall otherwise agree in writing,  (x) the business
of NexVerse  shall be conducted  only in, and NexVerse shall not take any action
except in, the ordinary course of business consistent with past practice and (y)
NexVerse shall use all reasonable efforts to keep available the services

<PAGE>

of such of the  current  officers,  significant  employees  and  consultants  of
NexVerse and to preserve the current  relationships of NexVerse with such of the
corporate partners,  customers,  suppliers and other persons with which NexVerse
has significant business relations in order to preserve substantially intact its
business  organization.  By way of  amplification  and not limitation,  NexVerse
shall not,  between  the date of this  Agreement  and the  Closing,  directly or
indirectly  do, or agree to do, any of the  following  without the prior written
consent of the Sellers:

                  (a) amend or otherwise change its certificate of incorporation
         or bylaws;

                  (b) other than to effect the Recapitalization and the Series C
         Financing,  issue, sell, pledge,  dispose of, grant,  transfer,  lease,
         license,  guarantee  or  encumber,  or authorize  the  issuance,  sale,
         pledge, disposition,  grant, transfer, lease, license or encumbrance of
         (i) any shares of capital stock of NexVerse of any class, or securities
         convertible  into or exchangeable or exercisable for any shares of such
         capital stock, or any options,  warrants or other rights of any kind to
         acquire  any  shares of such  capital  stock,  or any  other  ownership
         interest  (including,  without  limitation,  any phantom interest),  of
         NexVerse or (ii) any  property or assets of  NexVerse  except  sales of
         inventory  in the  ordinary  course of  business  consistent  with past
         practice;

                  (c) (i) acquire  (including,  without  limitation,  by merger,
         consolidation,  or  acquisition of stock or assets) any interest in any
         corporation,  partnership, other business organization or person or any
         division  thereof;  (ii) incur any  indebtedness  for borrowed money or
         issue any debt securities or assume, guarantee or endorse, or otherwise
         as an  accommodation  become  responsible  for, the  obligations of any
         person for borrowed money or make any loans or advances material to the
         business,  assets,  liabilities,  financial  condition  or  results  of
         operations of NexVerse; (iii) terminate, cancel or request any material
         change in, or agree to any material  change in, any  NexVerse  Material
         Contract or NexVerse  License  Agreement;  (iv) make or  authorize  any
         capital  expenditure,  other than capital  expenditures in the ordinary
         course  of  business  consistent  with  past  practice  that  have been
         budgeted  for fiscal year 2002 and  disclosed in writing to the Sellers
         and that are not, in the aggregate, in excess of $50,000; or (v) except
         in connection with the Transactions,  enter into or amend any contract,
         agreement,  commitment or arrangement  that, if fully performed,  would
         not be permitted under this Section 5.02(c);

                  (d)  declare,  set aside,  make or pay any  dividend  or other
         distribution,  payable in cash,  stock,  property  or  otherwise,  with
         respect to any of its capital stock;

                  (e) reclassify,  combine, split, subdivide or redeem, purchase
         or otherwise acquire, directly or indirectly, any of its capital stock,
         except in connection with the Recapitalization;


<PAGE>

                  (f)  amend  the terms  of,  repurchase,  redeem  or  otherwise
         acquire,  any of its  securities or propose to do any of the foregoing,
         except in connection with the Recapitalization;

                  (g) increase the compensation  payable or to become payable to
         its directors,  officers, consultants or employees, grant any rights to
         severance  or  termination  pay to,  or enter  into any  employment  or
         severance agreement which provides benefits upon a change in control of
         NexVerse  that  would  be  triggered  by  the  Transactions  with,  any
         director,  officer, consultant or other employee of NexVerse who is not
         currently  entitled to such benefits from the Transactions,  establish,
         adopt,  enter into or amend any collective  bargaining,  bonus,  profit
         sharing, thrift, compensation, stock option, restricted stock, pension,
         retirement, deferred compensation,  employment,  termination, severance
         or other plan,  agreement,  trust,  fund, policy or arrangement for the
         benefit of any director,  officer,  consultant or employee of NexVerse,
         except  to the  extent  required  by  applicable  Law or the terms of a
         collective bargaining  agreement,  or enter into or amend any contract,
         agreement,  commitment  or  arrangement  between  NexVerse  and  any of
         NexVerse's directors, officers, consultants or employees;

                  (h) pay,  discharge  or satisfy  any  claims,  liabilities  or
         obligations (absolute,  accrued, asserted or unasserted,  contingent or
         otherwise),  other than the payment,  discharge or  satisfaction in the
         ordinary  course of  business  and  consistent  with past  practice  of
         liabilities  reflected  or  reserved  against on the  balance  sheet of
         NexVerse included in the NexVerse  Unaudited  Financial  Statements and
         only to the extent of such reserves;

                  (i) make any  change  with  respect to  NexVerse's  accounting
         policies,  principles,   methods  or  procedures,   including,  without
         limitation,  revenue  recognition  policies,  other than as required by
         GAAP;

                  (j) make any material Tax election or settle or compromise any
         material Tax liability; or

                  (k)  authorize or enter into any formal or informal  agreement
         or otherwise  make any commitment to do any of the foregoing or to take
         any action that would make any of the  representations or warranties of
         NexVerse  contained  in this  Agreement  untrue or incorrect or prevent
         NexVerse from  performing  its covenants  hereunder or result in any of
         the conditions to the Exchange  Transaction  set forth herein not being
         satisfied.

         SECTION 5.03 Notices of Certain Events

         Each of the Sellers,  on the one hand,  and NexVerse on the other hand,
shall give prompt  notice to the other of (i) any notice or other  communication
from any person  alleging  that the consent of such person is or may be required
in  connection  with  the  Exchange  Transaction;   (ii)  any  notice  or  other
communication  from any  Governmental  Entity in  connection  with the  Exchange
Transaction;  (iii) any actions,  suits,  claims,  investigations or proceedings
commenced

<PAGE>

or, to its knowledge,  threatened against, relating to or involving or otherwise
affecting it, or that relate to the  consummation  of the Exchange  Transaction;
(iv) the  occurrence  of a default or event  that,  with the giving of notice or
lapse of time or both, will become a default under any Company Material Contract
or NexVerse  Material  Contract,  as  applicable;  and (v) any change that could
reasonably be expected to have a Companies  Material  Adverse Effect or NexVerse
Material  Adverse  Effect,  as applicable,  or to delay or impede the ability of
either the Sellers, on the one hand, or NexVerse,  on the other hand, to perform
their  respective  obligations  pursuant  to this  Agreement  and to effect  the
consummation of the Transactions.

         SECTION 5.04 Access to Information; Confidentiality

         (a) From the date of this Agreement to the Closing, the Sellers, on the
one hand, and NexVerse,  on the other hand,  shall (i) provide to the other (and
its officers, directors,  employees,  accountants,  consultants,  legal counsel,
agents and other representatives  (collectively,  "Representatives"))  access at
reasonable  times  upon  prior  notice  to  its  officers,   employees,  agents,
properties,  offices and other  facilities and to the books and records thereof,
and (ii) furnish promptly such information concerning its business,  properties,
contracts,  assets,  liabilities  and  personnel  as  the  other  party  or  its
Representatives  may  reasonably  request  in  connection  with  completing  the
Transactions.  No  investigation  conducted  pursuant to this Section 5.04 shall
affect or be  deemed  to modify  any  representation  or  warranty  made in this
Agreement.

         (b) The  parties  hereto  shall  comply  with,  and shall  cause  their
respective  Representatives to comply with, all of their respective  obligations
under that certain Non-Disclosure Agreement by and between ECI and NexVerse (the
"Non-Disclosure  Agreement") with respect to the information  disclosed pursuant
to this Section 5.04 or pursuant to the Non-Disclosure Agreement.

         SECTION 5.05 No Solicitation of Transactions

         The Sellers and NGTS  Israel,  on the one hand,  and  NexVerse,  on the
other hand, shall not, directly or indirectly,  and shall cause their respective
Representatives not to, directly or indirectly,  solicit,  initiate or encourage
(including by way of  furnishing  nonpublic  information),  any inquiries or the
making of any proposal or offer that constitutes,  or may reasonably be expected
to lead to, any  Competing  Transaction,  or enter into or  maintain or continue
discussions  or negotiate with any person in furtherance of such inquiries or to
obtain  a  Competing   Transaction,   or  agree  to  or  endorse  any  Competing
Transaction,  or authorize or permit any of their respective  Representatives to
take any such  action.  Any  violation  of the  restrictions  set  forth in this
Section  5.05 by any of such  Representative,  whether  or not  such  Person  is
purporting   to  act  on  behalf  of  the  party  of  which  such  Person  is  a
Representative or otherwise, shall be deemed to be a breach of this Section 5.05
by such party.  The Sellers shall notify NexVerse  promptly,  and NexVerse shall
notify the Sellers promptly, if any proposal or offer, or any inquiry or contact
with any person with respect thereto, regarding a Competing Transaction is made,
such notice to include the identity of the person making such  proposal,  offer,
inquiry or contact, and the terms of such Competing Transaction,  and shall keep
NexVerse or the Sellers,  as


<PAGE>

applicable,  apprised,  on a current  basis,  of the  status  of such  Competing
Transaction.  All  parties  hereto  immediately  shall  cease  and  cause  to be
terminated all existing  discussions or negotiations  with any parties conducted
heretofore  with  respect to a  Competing  Transaction.  No party  hereto  shall
release any third party from, or waive any provision of, any  confidentiality or
standstill agreement to which it is a party.

         SECTION 5.06 Further Action; Consents; Filings

         (a) Upon the terms and subject to the  conditions  hereof,  each of the
parties  hereto  shall use all  reasonable  efforts to (i) take,  or cause to be
taken,  all  appropriate  action,  and do,  or  cause  to be  done,  all  things
necessary,  proper or advisable under  applicable Law or otherwise to consummate
the Transactions, (ii) obtain from Governmental Entities any consents, licenses,
permits, waivers, approvals, authorizations or orders required to be obtained or
made by it in connection with the authorization,  execution and delivery of this
Agreement and the  consummation of the Transactions and (iii) make all necessary
filings, and thereafter make any other required or appropriate submissions, with
respect to this  Agreement and the  Transactions  required  under any applicable
Laws.  The  parties  hereto  shall  cooperate  and  consult  with each  other in
connection with the making of all such filings.

         (b) Each of the parties  hereto will give any notices to third persons,
and use reasonable efforts to obtain any consents from third persons, necessary,
proper  or  advisable  to  consummate  the  transactions  contemplated  by  this
Agreement.

         SECTION 5.07 Public Announcements

         Except as may be required by Law or the  regulations  of any securities
exchange,  Nasdaq or other  regulatory  body to whose rules any party  hereto is
subject,  until the earlier of termination of this Agreement or the Closing, (a)
neither the Sellers nor any affiliate of the Sellers shall,  without  NexVerse's
prior  written  approval,  issue  a  press  release  or make  any  other  public
announcement  regarding the Agreement or the Exchange  Transaction  to any third
party  (other than any  Governmental  Entity as necessary to obtain any required
approval of the Exchange  Transaction)  and (b) NexVerse shall not,  without the
Sellers' prior written approval,  issue a press release or make any other public
announcement  regarding the Agreement or the Exchange  Transaction  to any third
party  (other than any  Governmental  Entity as necessary to obtain any required
approval of the Exchange Transaction).

         SECTION 5.08 Line of Credit

         NexVerse  will use its  reasonable  best efforts to obtain,  within one
year  from  the  Closing  Date,  a line of  credit  in the  amount  of at  least
$10,000,000  from a commercial bank that is secured only by accounts  receivable
of NexVerse.  In the event such a line of credit is not available to NexVerse on
commercially  reasonable  terms,  ECI and  NexVerse  shall  enter into a line of
credit  of up to  $10,000,000,  substantially  in the form  attached  hereto  as
Exhibit 9 (the "ECI Line of  Credit"),  which  would be secured by  pre-approved
accounts  receivable of NexVerse and, if applicable,  the Companies,  subject to
such terms and conditions as are contained therein.


<PAGE>

         SECTION 5.09 Employee Benefit Matters

         On or as soon as practicable  following the Closing,  the  Transferring
Employees  will be, to the extent  applicable,  eligible to participate in those
benefit  plans and  programs  maintained  for  similarly  situated  employees of
NexVerse  (or in  substantially  similar  plans or  programs)  on the same terms
applicable  to similarly  situated  employees of NexVerse and to the extent that
such plans and programs  provide the following  benefits:  medical/dental/vision
care, life insurance,  disability  income,  sick pay,  holiday and vacation pay,
401(k)  plan   coverage,   Code   Section  125  benefit   arrangements,   bonus,
profit-sharing  or  other  incentive  plans,  pension  or  retirement  programs,
dependent care  assistance,  severance  benefits,  and employee stock option and
stock purchase plans. NexVerse will assume accrued vacation liabilities relating
to the Transferring Employees,  including, if ECI is required to pay the amounts
of such liabilities in connection with the Transactions,  by reimbursing ECI for
such amounts at the Closing; provided,  however, that NexVerse's liability under
this Section 5.09 shall not exceed $100,000.

         SECTION 5.10 Grant of NexVerse  Options to Employees of NGTS Israel and
NGTS U.S.

         At or as soon as  practicable  following  the Closing,  but in no event
sooner than  January 1, 2003,  NexVerse  will enter into option  agreements,  in
accordance with the terms of the applicable  option plan, with the  Transferring
Employees  set forth on  Exhibit 17 hereto  pursuant  to which  options  will be
granted to such  Transferring  Employees to purchase an aggregate of  15,003,048
shares of NexVerse Common Stock (the "Closing Options");  provided,  that if any
Transferring  Employees do not accept NexVerse's (or an Affiliate of NexVerse's)
offer of  employment,  such  options will be  re-allocated  among some or all of
those  Transferring  Employees  who do accept  such  offers of  employment.  The
Closing  Options  will be vested as of the grant  date with  respect to 37.5% of
such options as of the grant date in the case of each Transferring Employee, the
balance of which will vest ratably over 48 months minus the applicable number of
months  for which  vesting  credit has  already  been  received,  except for Tal
Simchony,  whose  Closing  Options  will be vested  with  respect to 50% of such
options as of the grant  date,  the balance of which will vest  ratably  over 48
months from the date of his acceptance of NexVerse's offer of employment..

                                   ARTICLE VI

                         CONDITIONS TO THE TRANSACTIONS

         SECTION 6.01  Conditions to the Obligations of Each Party to Consummate
the Transactions

         The  obligations of the parties  hereto to consummate the  Transactions
are subject to the  satisfaction  or, if permitted by applicable  Law, waiver of
the following conditions:

                  (a) no court of  competent  jurisdiction  shall have issued or
         entered  any  order,   writ,   injunction  or  decree,   and  no  other
         Governmental  Entity  shall have  issued


<PAGE>

         any  order,  which is then in effect  and has the  effect of making the
         Transactions illegal or otherwise prohibiting its consummation;

                  (b)  all  consents,   approvals  and  authorizations   legally
         required to be obtained to consummate the Transactions,  including, but
         not limited to, any consents,  approvals or authorizations  required by
         the Office of the Chief  Scientist in Israel,  shall have been obtained
         from all Governmental Entities,  except where the failure to obtain any
         such  consent,  approval  or  authorization  could  not  reasonably  be
         expected to result in either a Companies  Material  Adverse Effect or a
         NexVerse Material Adverse Effect, as applicable; and

                  (c) the  consent of the Banks,  as defined in Section  3.05 of
         the Sellers' Disclosure Schedule, shall have been obtained.

         SECTION 6.02 Conditions to the Obligations of the Sellers

         The  obligations  of the Sellers to  consummate  the  Transactions  are
subject to the  satisfaction  or, if permitted by applicable  Law, waiver of the
following further conditions:

         (a) NexVerse  Consents.  All NexVerse  Consents and all  assignments to
NexVerse of the licenses and agreements  listed on Schedule  6.02(a) hereto,  or
rights to use the intellectual property that is the subject of such licenses and
agreements, shall have been obtained;

         (b)  Recapitalization.  NexVerse shall have been  recapitalized  as set
forth in  Exhibit 13 (such  recapitalization,  the  "Recapitalization,"  and the
post-recapitalization table attached hereto in Exhibit 13, the "Recapitalization
Summary"). (i) The New Charter shall have been filed with the Secretary of State
of Delaware,  (ii) all outstanding shares of Series A Preferred Stock and Series
B Preferred  Stock will have been converted into shares of NexVerse Common Stock
and  Series  A-1  Preferred  Stock as set  forth in the New  Charter,  (iii) all
liquidation  preferences of any kind relating to any share or shares of Series A
Preferred  Stock or Series B Preferred Stock that are set forth in any agreement
between  NexVerse  and any  holder  of  Series A  Preferred  Stock  or  Series B
Preferred  Stock or any other  document,  including  NexVerse's  certificate  of
incorporation,  shall have been duly and validly  terminated as set forth in the
New  Charter,  except  for  the  liquidation  preferences  contained  in the New
Charter,  and upon completion of all steps contemplated by the  Recapitalization
and  concurrently  with the Closing 446,292 shares of Series A-1 Preferred Stock
(including  21,137  shares  issuable  upon exercise of a warrant) will have been
retired by NexVerse, such shares having been exchanged by Comdisco for one share
of Series A-2 Preferred  Stock,  and such 446,292 shares of Series A-1 Preferred
Stock shall not be subject to  reissuance  by NexVerse and (iv) the terms of the
promissory notes made by NexVerse in favor of Comerica Bank California, Dominion
Venture  Finance L.L.C.,  GATX Ventures,  Inc. and Comdisco Inc. shall have been
amended as set forth in the Recapitalization Summary;


<PAGE>

         (c) Reservation of Shares.  NexVerse shall have authorized and reserved
a sufficient  number of shares of NexVerse Common Stock for issuance pursuant to
its obligations contained in Article VIII below;

         (d) Cooley Godward Opinion. A legal opinion letter will be delivered by
Cooley  Godward LLP,  counsel to NexVerse,  containing the opinions set forth in
Exhibit 12 hereto; (e) the Transferring Employees who accept NexVerse's offer of
employment shall have executed releases with ECI or the applicable  affiliate of
ECI in the form attached to the applicable Separation Agreement.

         SECTION 6.03 Conditions to the Obligations of NexVerse

         The obligations of NexVerse to consummate the  Transactions are subject
to the  satisfaction or, if permitted by applicable Law, waiver of the following
conditions:

         (a) Seller  Consents.  All Seller Consents  listed on Schedule  6.03(a)
hereto shall have been obtained;

         (b) Goldfarb Levy Opinion.  A legal opinion letter will be delivered by
Goldfarb,  Levy,  Eran & Co.,  counsel to Sellers,  containing  the opinions set
forth in Exhibit 14 hereto;

         (c)  Brobeck  Opinion.  A legal  opinion  letter will be  delivered  by
Brobeck, Phleger & Harrison LLP, counsel to Sellers, containing the opinions set
forth in Exhibit 15 hereto; and

         (d) Transferring Employees. At least 75% of the Transferring Employees,
including  Tal  Simchony,  listed on  Exhibit  10  hereto  shall  have  accepted
NexVerse's offer of employment with NexVerse, Chorale Networks Israel or Chorale
Networks  U.S., as  applicable,  following the Closing,  and shall have executed
releases with ECI or the applicable affiliate of ECI in the form attached to the
applicable Separation Agreement

                                  ARTICLE VII

                        TERMINATION, AMENDMENT AND WAIVER

         SECTION 7.01 Termination

         This  Agreement may be terminated and the Exchange  Transaction  may be
abandoned  at any  time  prior to the  Closing,  notwithstanding  any  requisite
adoption and approval of this Agreement, as follows:


<PAGE>

                  (a) by mutual written consent duly authorized by the boards of
         directors of each of the Sellers and NexVerse;

                  (b) by either the Sellers or  NexVerse,  if the Closing  shall
         not have  occurred on or before  January 30, 2003;  provided,  however,
         that the right to terminate this Agreement  under this Section  7.01(b)
         shall not be  available  to any party  whose  failure  to  fulfill  any
         obligation under this Agreement shall have caused,  or resulted in, the
         failure of the Closing to occur on or before such date; or

                  (c) by either the  Sellers or  NexVerse,  if any  Governmental
         Order,  writ,  injunction or decree  preventing the consummation of the
         Exchange  Transaction shall have been entered by any court of competent
         jurisdiction and shall have become final and nonappealable.

The right of any party  hereto to  terminate  this  Agreement  pursuant  to this
Section 7.01 will remain  operative  and in full force and effect  regardless of
any  investigation  made  by or on  behalf  of  any  party  hereto,  any  person
controlling  any  such  party or any of their  respective  officers,  directors,
representatives  or  agents,  whether  prior to or after the  execution  of this
Agreement.

         SECTION 7.02 Effect of Termination

         Except as provided in Section 8.04, in the event of termination of this
Agreement  pursuant to Section 7.01,  this Agreement  shall  immediately  become
void,  there shall be no liability under this Agreement on the part of any party
hereto or any of its  affiliates  or any of its or their  officers or directors,
and all rights and  obligations  of each party  hereto  shall  cease;  provided,
however,  that nothing  herein shall relieve any party hereto from liability for
the breach of any provisions of this  Agreement  prior to its  termination;  and
provided,  further that the provisions of Section 5.04  (Confidentiality),  this
Section  7.02 and Article IX,  shall remain in full force and effect and survive
any termination of this Agreement.

                                  ARTICLE VIII

                                 INDEMNIFICATION

         SECTION 8.01 Indemnification

         (a) Subject to the  limitations  set forth in this  Article  VIII,  the
Sellers will  indemnify and hold  harmless  NexVerse,  its officers,  directors,
advisors,  shareholders,  affiliates, agents, employees and each person, if any,
who controls or may control  NexVerse  within the meaning of the  Securities Act
(hereinafter  referred to  individually as a "NexVerse  Indemnified  Person" and
collectively  as "NexVerse  Indemnified  Persons")  from and against any and all
losses, damages, judgments, settlements, claims, liabilities, costs and expenses
(whether  or  not  resulting  from  third  party  claims),  including,   without
limitation,   reasonable  attorneys'  fees  and  other  out-of-pocket   expenses
(collectively,  "Damages")  arising  out of,  based upon or  resulting  from any
misrepresentation or breach of or default in connection with any representations
or  warranties  given by or made by either  of the  Sellers  in this  Agreement,
including the Sellers' Disclosure Schedule, or certificate delivered pursuant to
this Agreement.


<PAGE>

         (b) Subject to the limitations set forth in this Article VIII, NexVerse
will  indemnify  and hold  harmless  the  Sellers  and  each of their  officers,
directors,  shareholders,  advisors,  affiliates,  agents,  employees  and  each
person,  if any, who controls or may control either Seller within the meaning of
the  Securities  Act   (hereinafter   referred  to  individually  as  a  "Seller
Indemnified Person" and collectively as "Seller  Indemnified  Persons") from and
against (i) any and all Damages arising out of, based upon or resulting from any
misrepresentation or breach of or default in connection with any representations
or  warranties,  given by or made by NexVerse in this  Agreement,  including the
NexVerse  Disclosure  Schedule,   or  certificate  delivered  pursuant  to  this
Agreement (but excluding any Damages  subject to section  8.01(b)(ii))  and (ii)
any and all Damages  incurred by the Sellers (as  calculated in Section  8.02(c)
below)  arising  out of,  based upon or  resulting  from any claim made  against
NexVerse or either Seller relating to the liabilities, business or operations of
ipVerse,  including without  limitation matters described in Section 4.11 of the
NexVerse Disclosure Schedule ("ipVerse Liabilities").

         (c) Nothing in this Agreement  shall limit the liability of the Sellers
or NexVerse for fraud.

         SECTION 8.02 Limitations on Indemnification

         (a)  Notwithstanding   anything  to  the  contrary  contained  in  this
Agreement,  (i) a NexVerse  Indemnified  Person may not make a claim for Damages
until the aggregate  amount of claims by NexVerse  Indemnified  Persons  exceeds
five hundred  thousand  dollars  ($500,000),  at which time and  thereafter  the
NexVerse  Indemnified Persons shall be entitled to recover all such Damages, and
(ii) a Seller  Indemnified  Person  may not make a claim for  Damages  (x) under
Section  8.01(b)(i) until the aggregate  amount of claims by Seller  Indemnified
Persons  under  Section   8.01(b)(i)   exceeds  five  hundred  thousand  dollars
($500,000),  and (y) under Section  8.01(b)(ii)  until the  aggregate  amount of
claims by Seller  Indemnified  Persons  under  Section  8.01(b)(ii)  exceeds one
hundred fifty thousand dollars  ($150,000),  at which time in each such instance
and thereafter the Seller  Indemnified  Persons shall be entitled to recover all
such Damages.

         (b)  Notwithstanding   anything  to  the  contrary  contained  in  this
Agreement,  (i) the aggregate  liability of the Sellers pursuant to this Article
VIII shall not exceed seven million five hundred thousand  dollars  ($7,500,000)
and (ii) the aggregate liability of NexVerse pursuant to this Article VIII shall
not exceed seven million five hundred thousand dollars ($7,500,000).

         (c)  Notwithstanding   anything  to  the  contrary  contained  in  this
Agreement,  the aggregate Damages incurred by the Sellers shall, for purposes of
Section  8.01(b)(ii)  above,  equal, (i) with respect to Damages incurred by the
Sellers,  the  Damages  incurred  by the  Sellers  arising  out of,  based on or

<PAGE>

resulting  from such  claims  and (ii)  with  respect  to  Damages  incurred  by
NexVerse,  the product of (x) the Damages  incurred by NexVerse  arising out of,
based on or  resulting  from such  claims  and (y) the  percentage  obtained  by
dividing the number of outstanding  shares of NexVerse capital stock held by ECI
and  its  affiliates  immediately  following  the  closing  of the  transactions
contemplated  by the  Series  C  Financing  Documents  by the  total  number  of
outstanding shares of NexVerse capital stock immediately following such closing,
in both cases in an as-converted to common basis.

         (d)  Notwithstanding   anything  to  the  contrary  contained  in  this
Agreement,  the form of remedy with respect to Damages under Section 8.01(a) and
8.01(b) shall be as follows:

               (i) In the  case of a claim or  claims  by  NexVerse  Indemnified
Persons pursuant to Section 8.01(a) for aggregate Damages of up to three million
five hundred thousand dollars ($3,500,000) (the "Cash Indemnity Threshold"), the
remedy for all such Damages shall be in the form of the  cancellation  of shares
of NexVerse  Common Stock issued to the Sellers  ("Indemnity  Shares")  having a
value  equal to such  Damages,  based  upon a price  per share of  $0.1716  (the
"Stipulated Value").

               (ii) In the case of a claim or  claims  by  NexVerse  Indemnified
Persons pursuant to Section 8.01(a) for aggregate  Damages in excess of the Cash
Indemnity  Threshold,  the remedy for all such Damages (from the first dollar of
Damages)  shall  be the  pursuit  of all  remedies  at law  for  breach  of this
Agreement  available to such NexVerse  Indemnified Person for the full amount of
Damages,  subject to the limitations on aggregate liability set forth in Section
8.02(b) above.

               (iii) In the  case of a claim or  claims  by  Seller  Indemnified
Persons  pursuant  to  Section  8.01(b)  for  aggregate  Damages  up to the Cash
Indemnity Threshold, the remedy for all such Damages shall be in the form of the
issuance by NexVerse of Indemnity  Shares  having a value equal to such Damages,
based upon the Stipulated Value.

               (iv) In the  case of a claim  or  claims  by  Seller  Indemnified
Persons pursuant to Section 8.01(b) for aggregate  Damages in excess of the Cash
Indemnity  Threshold,  the remedy for all such Damages (from the first dollar of
Damages)  shall  be the  pursuit  of all  remedies  at law  for  breach  of this
Agreement  available  to the Seller  Indemnified  Persons for the full amount of
Damages,  subject to the  limitations on liability set forth in Section  8.02(b)
above.

               (v) In order to effectuate  the  provisions of this paragraph (d)
relating to the form of remedy, the NexVerse  Indemnified  Persons or the Seller
Indemnified  Persons,  as applicable,  shall have until the first anniversary of
the Closing to initiate pursuit of their claims for  indemnification  under this
Section  8.01,  notwithstanding  the  requirement  to  comply  with  the  notice
provisions of Section 8.03 with respect to third party claims.

         SECTION 8.03 Procedures

         (a) Promptly  after receipt by any NexVerse  Indemnified  Person or any
Seller  Indemnified  Person (each, as applicable,  an  "Indemnified  Person") of
notice of the  commencement  of any action in  respect of which the  Indemnified
Person will seek indemnification  hereunder, the Indemnified Person shall notify
the Sellers or NexVerse (each, as


<PAGE>

applicable,  an "Indemnifying  Party") thereof in writing, but any failure to so
notify an Indemnifying Party shall not relieve it from any liability that it may
have to the Indemnified Person except to the extent the Indemnifying Party shall
be  materially  prejudiced  by such  failure.  The  Indemnifying  Party shall be
entitled to  participate  in the defense of such action and to assume control of
such defense with  counsel  reasonably  acceptable  to the  Indemnified  Person;
provided, however, that:

         (i) the  Indemnified  Person  shall be entitled to  participate  in the
         defense  of such  claim and to employ  counsel  at its own  expense  to
         assist in the handling of such claim;

         (ii) the Indemnifying  Party shall obtain the prior written approval of
         the  Indemnified  Person before  entering  into any  settlement of such
         claim or ceasing to defend against such claim,  if, pursuant to or as a
         result of such  settlement or cessation,  injunctive or other equitable
         relief  would  be  imposed  against  the  Indemnified  Person  or would
         otherwise  restrict the future  activity or conduct of the  Indemnified
         Person; and

         (iii) the  Indemnifying  Party  shall not  consent  to the entry of any
         judgment  or enter  into any  settlement  that does not  include  as an
         unconditional  term  thereof the giving by the claimant or plaintiff to
         each  Indemnified  Person of a release from all liability in respect of
         such claim.

         (b) If the Indemnifying Party does not assume control of the defense of
such claims by promptly notifying the Indemnified Person of such assumption, the
Indemnified  Person  shall have the right to defend such claim in such manner as
it may deem appropriate at the cost and expense of the  Indemnifying  Party, and
the Indemnifying  Party will promptly  reimburse the Indemnified Person therefor
in  accordance  with the terms  hereof.  The  reimbursement  of fees,  costs and
expenses required by this Section 8.03 shall be made by periodic payments during
the course of the  investigation  or defense,  as and when bills are received or
expenses incurred.

         SECTION 8.04 Exclusive Remedy

         (a) The rights  and  remedies  provided  by this  Article  shall be the
exclusive  rights and  remedies of the parties to this  Agreement  for  monetary
damages  arising out of (i) any inaccuracy in or breach of a  representation  or
warranty herein or (ii) any other claim,  actions,  demand, loss, cost, expense,
liability, penalty, or other damage relating to or arising out of this Agreement
or the transactions  contemplated by this Agreement except as the agreements set
forth as exhibits  hereto  explicitly  contemplate  otherwise.  No party to this
Agreement shall make a claim relating to this Agreement against another party to
this Agreement except pursuant to, and subject to the limitations  contained in,
this Article.

         (b) EXCEPT IN THE CASE OF FRAUD (FOR WHICH  LIABILITY SHALL BE GOVERNED
BY  APPLICABLE  LAW),  IN NO EVENT SHALL ANY PARTY HERETO BE LIABLE TO ANY OTHER
PARTY  HERETO  FOR ANY  CONSEQUENTIAL,


<PAGE>

INDIRECT,  INCIDENTAL OR OTHER SIMILAR  DAMAGES FOR ANY BREACH OR DEFAULT UNDER,
OR ANY ACT OR OMISSION  ARISING OUT OF OR IN ANY WAY RELATING TO THIS  AGREEMENT
UNDER ANY FORM OF ACTION WHATSOEVER, WHETHER IN CONTRACT OR OTHERWISE.



                                   ARTICLE IX

                               GENERAL PROVISIONS

         SECTION 9.01 Survival

         The   representations  and  warranties  of  the  Sellers  and  NexVerse
contained in this  Agreement will survive for a period of one (1) year following
the Closing.  This Section 9.01 shall not limit any covenant or agreement of the
parties hereto that by its terms  contemplates  performance  beyond one (1) year
following the Closing.

         SECTION 9.02 Amendment Waivers

         (a) Any  provision of this  Agreement may be amended or waived prior to
the Closing if, and only if, such  amendment or waiver is in writing and signed,
in the case of an amendment,  by each of the parties hereto, or in the case of a
waiver, by the party against whom the waiver is to be effective.

         (b) No failure or delay by any party in exercising any right,  power or
privilege  hereunder shall operate as a waiver thereof,  nor shall any single or
partial  exercise  thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.  The rights and remedies herein
provided  shall be  cumulative  and not  exclusive  of any  rights  or  remedies
provided by law.

         SECTION 9.03 Waiver

         At any time prior to the  Closing,  any party hereto may (a) extend the
time for or waive compliance with the performance of any obligation or other act
of any other party hereto, (b) waive any inaccuracy in the  representations  and
warranties contained herein or in any document delivered pursuant hereto and (c)
waive  compliance  by the other party with any of the  agreements  or conditions
contained herein.  Any such extension or waiver shall only be valid if set forth
in an instrument in writing signed by the party or parties to be bound thereby.

         SECTION 9.04 Expenses

         All  Expenses  incurred  in  connection  with  this  Agreement  and the
Transactions shall be paid by the party incurring such Expenses,  whether or not
the Transactions are consummated.


<PAGE>

         SECTION 9.05 Notices

         All  notices,   requests,  claims,  demands  and  other  communications
hereunder  shall be in writing  and shall be deemed to have been duly given upon
(a) on the date of delivery, if delivered in person, or if delivered by fax upon
confirmation  of receipt,  (b) on the first  business day  following the date of
dispatch if delivered by a nationally  recognized  overnight courier service and
(c) on the 5th  business  day  following  the date of  mailing if  delivered  by
registered or certified mail, return receipt requested,  postage prepaid, at the
following  addresses (or at such other address for a party as shall be specified
in a notice given in accordance with this Section 9.05):

                       (a) if to the Sellers, to:

                           ECI Telecom Ltd.
                           ECI Telecom - NGTS Inc.
                           30 Hasivim Street
                           Petah Tikva 49133, Israel
                           Attn:  General Counsel
                           Fax:  972 (3) 926-6070

                           with a copy to:

                           Brobeck, Phleger & Harrison LLP
                           1633 Broadway, 47th Floor
                           New York, New York  10019
                           Attn:  Richard Gilden
                           Fax:  (212) 586-7878

                       (b) if to NexVerse, to:

                           NexVerse Networks, Inc.
                           926 Rock Avenue
                           San Jose, California  95131
                           Attn:  Amit Chawla
                           Fax:  (408) 750-9409

                           with a copy to:

                           Cooley Godward LLP
                           Five Palo Alto Square
                           3000 El Camino Real
                           Palo Alto, California  94306-2155
                           Attn:  James Fulton
                           Fax:  (650) 849-7400

<PAGE>


         SECTION 9.06 Severability

         If any term or other provision of this Agreement is invalid, illegal or
incapable  of being  enforced  by any rule of Law or  public  policy,  all other
conditions and provisions of this Agreement  shall  nevertheless  remain in full
force and effect so long as the  economic  or legal  substance  of the  Exchange
Transaction is not affected in any manner materially  adverse to any party. Upon
such  determination  that any term or other  provision  is  invalid,  illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith to
modify  this  Agreement  so as to effect the  original  intent of the parties as
closely  as  possible  in a mutually  acceptable  manner to the  fullest  extent
permitted by applicable Law in order that the Transactions may be consummated as
originally contemplated to the fullest extent possible.

         SECTION 9.07 Assignment; Binding Effect; Benefit

         Neither this Agreement nor any of the rights,  interests or obligations
hereunder  shall be assigned by any of the parties hereto  (whether by operation
of Law or  otherwise)  without the prior  written  consent of the other  parties
hereto. Subject to the preceding sentence,  this Agreement shall be binding upon
and shall  inure to the  benefit  of the  parties  hereto  and their  respective
successors and permitted  assigns.  Notwithstanding  anything  contained in this
Agreement to the contrary,  nothing in this Agreement,  expressed or implied, is
intended  to  confer  on any  person  other  than the  parties  hereto  or their
respective  successors and permitted  assigns any rights or remedies under or by
reason of this Agreement.

         SECTION 9.08 Incorporation of Exhibits

         The Sellers' Disclosure Schedule,  the NexVerse Disclosure Schedule and
all  Exhibits  attached  hereto and  referred to herein are hereby  incorporated
herein and made a part of this  Agreement for all purposes as if fully set forth
herein.

         SECTION 9.09 Governing Law

         This  agreement  shall be governed  by, and  construed  and enforced in
accordance  with,  the laws of the State of New York other than conflict of laws
principles  thereof  directing the application of any law other than that of New
York.  Courts  within  the  State of New York will  have  jurisdiction  over all
disputes between the parties hereto arising out of or relating to this agreement
and the agreements,  instruments and documents  contemplated hereby. The parties
hereby consent to and agree to submit to the  jurisdiction of such courts.  Each
of the parties hereto waives,  and agrees not to assert in any such dispute,  to
the fullest extent permitted by applicable law, any claim that (i) such party is
not personally  subject to the jurisdiction of such courts,  (ii) such party and
such party's  property is immune from any legal process issued by such courts or
(iii) any  litigation  commenced  in such  courts is brought in an  inconvenient
forum.

         SECTION 9.10 Waiver of Jury Trial

         Each party hereto hereby  irrevocably waives all right to trial by jury
in any proceeding (whether based on contract,  tort or otherwise) arising out of
or relating to this


<PAGE>

agreement or any transaction or agreement  contemplated hereby or the actions of
any party hereto in the negotiation, administration,  performance or enforcement
hereof.

         SECTION 9.11 Headings; Interpretation

         The descriptive  headings  contained in this Agreement are included for
convenience  of  reference  only and shall not affect in any way the  meaning or
interpretation of this Agreement.  The parties have participated  jointly in the
negotiation  and  drafting  of this  Agreement.  In the  event an  ambiguity  or
question of intent or interpretation  arises,  this Agreement shall be construed
as if drafted  jointly by the  parties,  and no  presumption  or burden of proof
shall arise favoring or disfavoring any party by virtue of the authorship of any
provisions of this Agreement.

         SECTION 9.12 Counterparts

         This  Agreement may be executed and  delivered  (including by facsimile
transmission) in one or more  counterparts,  and by the different parties hereto
in separate  counterparts,  each of which when executed and  delivered  shall be
deemed to be an original but all of which taken  together  shall  constitute one
and the same agreement.

         SECTION 9.13 Entire Agreement

         This  Agreement  (including  the  Exhibits,   the  Sellers'  Disclosure
Schedule,  the NexVerse  Disclosure  Schedule and the Non-Disclosure  Agreement)
constitute  the entire  agreement  among the parties with respect to the subject
matter hereof and supersede all prior  agreements and  understandings  among the
parties with respect thereto. No addition to or modification of any provision of
this Agreement shall be binding upon any party hereto unless made in writing and
signed by all parties hereto.



<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed  as of the  date  first  written  above by  their  respective  officers
thereunto duly authorized.

                                     ECI TELECOM LTD.


                                     By: /s/ Doron Inbar
                                         ------------------------------------
                                         Name: Doron Inbar
                                         Title: Chief Executive Officer

                                     ECI TELECOM - NGTS INC.


                                     By: /s/ Tal Simchony
                                         ------------------------------------
                                         Name: Tal Simchony
                                         Title: Chief Executive Officer

                                     NEXVERSE NETWORKS, INC.


                                     By: /s/ Amit Chawla
                                         ------------------------------------
                                         Name: Amit Chawla
                                         Title: Chief Executive Officer