EXHIBIT 10.9

                            ASSET PURCHASE AGREEMENT

                             dated October 15, 2007

                                  by and among

                    BEACON ENTERPRISE SOLUTIONS GROUP, INC.,

                          STRATEGIC COMMUNICATIONS, LLC

                                       and

               all of the Members of Strategic Communications, LLC

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                                                 TABLE OF CONTENTS

                                                                            Page

Exhibits
Exhibit A - Bill of Sale
Exhibit B - Instrument of Assumption
Exhibit C - Opinion of the Seller's counsel
Exhibit D - Escrow Agreement

Schedules
Schedule 1.4(c) - Certain Retained Liabilities
Schedule 1.6 - Allocation of Purchase Price
Schedule 3.7 - Ownership and Management
Schedule 4.2 - Assumption of Liabilities
Schedule 6.9 - Employees to Be Offered Employment by the Buyer
Disclosure Schedule


                                       (i)
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                            ASSET PURCHASE AGREEMENT

      This Asset  Purchase  Agreement  is entered into as of October 15, 2007 by
and among BEACON ENTERPRISE  SOLUTIONS GROUP, INC., an Indiana  corporation (the
"Buyer"),  STRATEGIC  COMMUNICATIONS,  LLC, a Kentucky limited liability company
("Strategic" or the "Seller") and the members of the Seller  (collectively,  the
"Members").

      This Agreement contemplates a transaction in which the Buyer will purchase
substantially  all of the assets  (including  without  limitation  inventory and
equipment,  but  excluding  accounts  receivable)  and  assume  certain  of  the
liabilities of the Seller (the "Assumed  Liabilities"  as defined in Article IX,
below).

      Contemporaneously  with the execution and delivery of this Agreement,  the
Buyer,  RFK  Communications,  LLC, and the members of RFK  Communications,  LLC,
shall enter into an Asset Purchase Agreement (the "RFK Purchase Agreement").

      Capitalized  terms used in this Agreement shall have the meanings ascribed
to them in Article IX.

      In consideration of the  representations,  warranties and covenants herein
contained, the Parties agree as follows.

                                   ARTICLE I

                               THE ASSET PURCHASE

      1.1 Purchase and Sale of Assets.

            (a) Upon and subject to the terms and conditions of this  Agreement,
the Buyer shall purchase from the Seller,  and the Seller shall sell,  transfer,
convey,  assign and deliver to the Buyer, at the Closing,  for the consideration
specified  below in this  Article I, all right,  title and  interest  in, to and
under the Acquired Assets.

            (b)  Notwithstanding  the provisions of Section 1.1(a), the Acquired
Assets shall not include the Excluded Assets.

      1.2 Assumption of Liabilities.

            (a) Upon and subject to the terms and conditions of this  Agreement,
the Buyer shall assume and become  responsible  for, from and after the Closing,
the Assumed  Liabilities.  In no event shall the amount of accounts  payable and
other payment obligations under the Assigned Contracts accrued as of the date of
the  Closing  exceed  $500,000.00.  The  liabilities  of the Seller that are not
Assumed Liabilities shall remain Retained Liabilities.

            (b)  Notwithstanding  the  terms  of  Section  1.2(a)  or any  other
provision  of this  Agreement  to the  contrary,  the Buyer  shall not assume or
become  responsible  for, and the Seller  shall remain  liable for, the Retained
Liabilities.


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      1.3 Purchase  Price.  The  Purchase  Price to be paid by the Buyer for the
Acquired Assets shall be (a) $562,500.00 in cash (the "Cash Consideration"), and
(b) 200,000 shares (the "Shares") of Buyer Common Stock.

      1.4 Escrow.

            (a) At the  Closing,  the Buyer  shall  deliver to the Escrow  Agent
$330,000 of the Cash  Consideration  and a stock  certificate  registered in the
name of the Escrow Agent or its nominee  representing  the Escrow Shares for the
purpose  of  securing  the  indemnification  obligations  of the  Seller and the
Members set forth in this Agreement. The Escrow Fund shall be held by the Escrow
Agent under the Escrow Agreement pursuant to the terms thereof.  The Escrow Fund
shall be held as a trust fund and shall not be subject to any lien,  attachment,
trustee process or any other judicial  process of any creditor of any party, and
shall be held and disbursed  solely for the purposes of and in  accordance  with
the terms of the Escrow Agreement.

            (b) Until the termination of the escrow in accordance with the terms
of the Escrow Agreement, the Seller shall have the right, in its sole discretion
to direct the sale for cash of all or any  portion of the Escrow  Shares (if any
then make up a portion of the Escrow Fund) in one or more transactions  provided
that (i) the price per share for the sale of the Escrow  Shares is not less than
$1.00,  (ii) the proceeds  from any such sale(s)  shall be held in escrow by the
Escrow Agent pursuant to the terms of the Escrow Agreement, and (iii) the Seller
may not  direct any such sale  during  any  blackout  period  under any  insider
trading  policy or blackout  policy of the Buyer,  and the Buyer shall  promptly
execute  any  and  all  required  joint  instructions  to the  Escrow  Agent  to
facilitate  any and all such sales of the  Escrow  Shares.  Further,  the Seller
shall have the sole  discretion to direct the  investment of amounts held in the
Escrow Fund pursuant to the investment  options  specified in, and in accordance
with the  restrictions  of, the Escrow  Agreement,  and Buyer agrees to promptly
execute any and all joint instructions to the Escrow Agent to facilitate any and
all such investments.

            (c)  Upon  the  payment  and  satisfaction  by the  Seller  of those
Retained  Liabilities listed on Schedule 1.4(c) attached hereto, the Buyer shall
authorize  the Escrow  Agent to release such amounts of cash and shares from the
Escrow  Fund as the Buyer and the Seller may at such time  agree.  The Buyer and
the Seller may at any time  authorize the Escrow Agent to distribute  amounts of
cash  and  shares  from  the  Escrow  Fund  to  pay  and  satisfy  any  Retained
Liabilities,  and the Buyer shall have no liability to the Seller or the Members
with respect to the amounts so distributed.

            (d) Notwithstanding any of the foregoing, on the date that is ninety
(90) days after the date of Closing, the Buyer shall have the right to authorize
the Escrow Agent to distribute such amounts from the Escrow Fund to any creditor
of the Seller  that  holds a Security  Interest  in any of the  Acquired  Assets
(specifically including the Internal Revenue Service and the Kentucky Department
of Revenue),  other than any creditor associated with the Assumed Liabilities to
the extent of such  Assumed  Liabilities,  as may be  required  to  release  the
Acquired  Assets  from  such  Security  Interest,  and the Buyer  shall  have no
liability  to  the  Seller  or the  Members  with  respect  to  the  amounts  so
distributed.


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      1.5 The Closing.

            (a) The Closing  shall take place at the offices of Frost Brown Todd
LLC in  Louisville,  Kentucky  commencing at 9:00 a.m. local time on the Closing
Date, or at such other place as the parties may mutually agree. All transactions
at the Closing shall be deemed to take place simultaneously,  and no transaction
shall be deemed to have been completed and no documents or certificates shall be
deemed to have been delivered until all other transactions are completed and all
other documents and certificates are delivered.

            (b) At the Closing:

                  (i)  the  Seller  shall  deliver  to  the  Buyer  the  various
certificates, instruments and documents referred to in Section 5.1;

                  (ii)  the  Buyer  shall  deliver  to the  Seller  the  various
certificates, instruments and documents referred to in Section 5.2;

                  (iii) the Seller shall execute and deliver to the Buyer a bill
of sale in  substantially  the form attached  hereto as Exhibit A and such other
instruments of conveyance as the Buyer may reasonably request in order to effect
the sale, transfer, conveyance and assignment to the Buyer of valid ownership of
the Acquired Assets;

                  (iv) the Buyer  shall  execute  and  deliver  to the Seller an
instrument of assumption in substantially  the form attached hereto as Exhibit B
and such other  instruments  as the Seller  may  reasonably  request in order to
effect the assumption by the Buyer of the Assumed Liabilities;

                  (v)  the  Buyer  shall  pay to the  Seller,  payable  by  wire
transfer or other  delivery of  immediately  available  U.S. funds to an account
designated  by the Seller  the Cash  Consideration,  minus the amount  placed in
escrow pursuant to Section 1.4(a) above;

                  (vi) the Buyer shall deliver to the Seller a stock certificate
registered  in the name of the Seller  representing  a number of shares of Buyer
Common  Stock as is equal to the  number  of Shares  minus the  number of Escrow
Shares;

                  (vii) the Buyer, the Seller and the Escrow Agent shall execute
and deliver the Escrow  Agreement in  substantially  the form attached hereto as
Exhibit D and the Buyer shall  deposit the amount of cash to be placed in escrow
(as set forth in Section 1.4(a) above) and a stock certificate  representing the
Escrow Shares with the Escrow Agent in accordance with Section 1.4;

                  (viii) the Seller shall deliver to the Buyer, or otherwise put
the Buyer in possession and control of, all of the Acquired Assets of a tangible
nature; and

                  (ix) the Buyer and the Seller  shall  execute  and  deliver to
each other a cross-receipt evidencing the transactions referred to above.


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      1.6  Allocation.  The Buyer and the Seller  agree to allocate the Purchase
Price (and all other  capitalizable  costs)  among the  Acquired  Assets and the
non-solicitation and non-competition covenants set forth in Sections 6.2 and 6.3
for all purposes (including financial accounting and tax purposes) in accordance
with the allocation  schedule  attached hereto as Schedule 1.6. Seller and Buyer
agree to use the allocations determined pursuant to this Section 1.6 for all tax
purposes, including without limitation, those matters subject to Section 1060 of
the Code, and the Treasury  regulations  promulgated  thereunder.  Buyer and the
Seller  shall  prepare  and submit to the other for review  their IRS Forms 8594
within ninety (90) days after Closing. Each party shall have thirty (30) days to
complete its review.

      1.7  Further  Assurances.  At any  time and from  time to time  after  the
Closing,  at the request of the Buyer and  without  further  consideration,  the
Seller  shall  execute and deliver  such other  instruments  of sale,  transfer,
conveyance  and  assignment  and take such  actions as the Buyer may  reasonably
request to more  effectively  transfer,  convey and assign to the Buyer,  and to
confirm the Buyer's  rights to, title in and ownership  of, the Acquired  Assets
and to place the Buyer in actual possession and operating control thereof.

                                   ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

      The Seller  represents and warrants to the Buyer that, except as set forth
in the Disclosure Schedule, the statements contained in this Article II are true
and correct as of the date of this  Agreement and will be true and correct as of
the  Closing  as  though  made as of the  Closing,  except  to the  extent  such
representations and warranties are specifically made as of a particular date (in
which case such  representations  and warranties  will be true and correct as of
such  date).  The  Disclosure   Schedule  shall  be  arranged  in  sections  and
subsections  corresponding to the numbered and lettered sections and subsections
contained in this Article II.  Disclosures  in any section or  subsection of the
Disclosure  Schedule  shall qualify such other  sections or  subsections  of the
Disclosure  Schedule to the extent it is reasonably apparent from the content of
such  disclosure  that such  disclosure  is relevant  to such other  sections or
subsections.

      2.1  Organization,  Qualification  and  Corporate  Power.  The Seller is a
limited  liability  company validly existing and in good standing under the laws
of the  Commonwealth  of  Kentucky.  The  Seller is duly  qualified  to  conduct
business and is in good standing under the laws of each  jurisdiction  listed in
Section 2.1 of the Disclosure Schedule,  which jurisdictions constitute the only
jurisdictions  in which the nature of the Seller's  business or the ownership or
leasing of their  properties  requires  such  qualification.  The Seller has all
requisite  power and  authority  to carry on the business in which it is engaged
and to own and use the properties owned and used by it. The Seller has furnished
to the Buyer complete and accurate  copies of its Articles of  Organization,  as
amended, and its Operating  Agreement.  The Seller is not in default under or in
violation of any provision of its Articles of Organization,  as amended,  or its
Operating Agreement.  There are no other agreements or instruments setting forth
(i) rights, preferences and privileges of the Members with respect to the Seller
and/or  among  the  Members,  or (ii)  matters  relating  to the  operation  and
governance of the Seller.


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      2.2  Capitalization.  Section 2.2 of the Disclosure  Schedule sets forth a
complete  and  accurate  list,  as of the  date  of this  Agreement,  of (i) all
Members,  indicating the number of shares or membership  interests or units,  as
applicable,  of the Seller held by each Member and (ii) all outstanding options,
warrants or other instruments  giving any party the right to acquire any shares,
membership  interests or units or equity securities of the Seller.  There are no
outstanding  agreements or  commitments  to which the Seller is a party or which
are binding upon the Seller for the redemption of any of its equity.  The Seller
has only one class of shares  outstanding.  There  are no  outstanding  options,
warrants  or similar  rights  relating  to the Seller or its  respective  equity
securities.

      2.3  Authorization of Transaction.  The Seller has all requisite power and
authority to execute and deliver this Agreement and the Ancillary Agreements and
to perform its  obligations  hereunder and  thereunder.  The  performance by the
Seller of this Agreement and the Ancillary  Agreements and the  consummation  by
the Seller of the  transactions  contemplated  hereby and thereby have been duly
and validly authorized by all necessary actions on the part of the Seller.

      This  Agreement  has been duly and validly  executed and  delivered by the
Seller and constitutes, and each of the Ancillary Agreements, upon its execution
and delivery by the Seller,  will constitute,  a valid and binding obligation of
the Seller,  enforceable against the Seller in accordance with its terms, except
as  enforceability  may be limited by  bankruptcy,  insolvency,  reorganization,
moratorium,  arrangement  or other  similar laws from time to time in effect and
except as to the remedy of specific performance which may not be available under
the laws of various jurisdictions.

      2.4 Noncontravention.  Neither the execution and delivery by the Seller of
this Agreement or the Ancillary  Agreements,  nor the consummation by the Seller
of the transactions  contemplated  hereby or thereby,  will (a) conflict with or
violate any provision of the Articles of Organization or Operating  Agreement of
the Seller,  (b) require on the part of the Seller any notice to or filing with,
or any permit,  authorization,  consent or approval of, any Governmental Entity,
(c) conflict with, result in a breach of, constitute (with or without due notice
or  lapse  of time or both) a  default  under,  result  in the  acceleration  of
obligations under, create in any party the right to terminate, modify or cancel,
or require any notice,  consent or waiver  under,  any contract or instrument to
which the  Seller is a party or by which the  Seller is bound or to which any of
its assets is subject,  except with respect to  contracts  that are not customer
contracts  listed  on  Section  2.4 of the  Disclosure  Schedules,  for any such
conflict,  breach,  default,  acceleration,  or right to  terminate,  modify  or
cancel,  or failure to notify or obtain  consent or waiver that would not have a
Seller  Material  Adverse  Effect,  (d) result in the imposition of any Security
Interest upon any asset or assets of the Seller or (e) violate any order,  writ,
injunction,  decree, statute, rule or regulation applicable to the Seller or any
of its properties or assets.

      2.5  Subsidiaries.  The Seller has no  Subsidiaries.  The Seller  does not
control   directly  or  indirectly  or  have  any  direct  or  indirect   equity
participation  or similar  interest  in any  corporation,  partnership,  limited
liability company, joint venture, trust or other business association or entity.

      2.6  Financial  Statements.  The  Seller  has  provided  to the  Buyer the
Financial Statements. The Financial Statements (i) were prepared on a consistent
basis  throughout the


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periods  covered  thereby  (except  as may be  indicated  in the  notes  to such
financial  statements)  and, in the case of the balance  sheet and  statement of
income, changes in members' equity and cash flows of the Seller as of the end of
and for the year ended June 30, 2007, in accordance with  reasonable  accounting
practices,  and (ii) fairly and accurately present the financial position of the
Seller as of the dates thereof and the results of its  operations and cash flows
for the periods indicated,  consistent with the books and records of the Seller,
except that the unaudited interim financial statements are subject to normal and
recurring  year-end  adjustments  which will not be material in amount or effect
and do not  include  footnotes.  The  parties  acknowledge  and  agree  that the
financial  statements  of the  Seller  that are  being  audited  by the  Buyer's
accountants shall supersede the unaudited Financial Statements for all purposes,
upon the review and approval of such audited financial statements by the Buyer.

      2.7 Absence of Certain Changes.  Except as set forth in Section 2.7 of the
Disclosure  Schedules,  since the Most Recent  Balance Sheet Date, (a) there has
occurred no event or development  which,  individually or in the aggregate,  has
had, or could  reasonably be expected to have in the future,  a Seller  Material
Adverse Effect, and (b) the Seller has not taken any of the actions set forth in
paragraphs (a) through (n) of Section 4.4.

      2.8 Undisclosed Liabilities.  The Seller has no knowledge of any liability
(whether known or unknown to the Buyer, whether absolute or contingent,  whether
liquidated  or  unliquidated  and whether due or to become due),  except for (a)
liabilities  shown on the Most Recent Balance Sheet,  (b)  contractual and other
liabilities  incurred in the Ordinary  Course of Business which are not required
by GAAP to be reflected on a balance sheet and which are not  material,  and (c)
liabilities  which have arisen since the Most Recent  Balance  Sheet Date in the
Ordinary Course of Business and which are listed on Schedule 2.8.

      2.9 Tax Matters.

            (a) Except as set forth on  Schedule  2.9(a),  the Seller  has:  (i)
properly filed all material Tax Returns that it is and was required to file, and
all such Tax Returns were true,  correct and complete in all material  respects;
(ii) has  properly  paid on a timely basis all  material  Taxes,  whether or not
shown on its Tax Returns,  that were due and payable;  has withheld or collected
all  material  Taxes that the Seller is or was  required  by law to  withhold or
collect and, to the extent  required,  have been properly paid on a timely basis
to  the  appropriate  Governmental  Entity;  and  (iv)  has  complied  with  all
information  reporting  and back-up  withholding  requirements  in all  material
respects, including maintenance of the required records with respect thereto, in
connection with amounts paid to any employee,  independent contractor,  creditor
or other third party.

            (b) The unpaid  Taxes of the Seller for periods  through the date of
the Most Recent  Balance  Sheet Date do not  materially  exceed the accruals and
reserves  for  Taxes  (excluding   accruals  and  reserves  for  deferred  Taxes
established to reflect timing differences between book and Tax income) set forth
on the Most Recent Balance Sheet. All Taxes  attributable to the period from and
after the Most Recent Balance Sheet Date and continuing through the Closing Date
are, or will be,  attributable to the conduct by the Seller of its operations in
the Ordinary Course of Business.


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            (c) No  examination  or audit of any Tax Return of the Seller by any
Governmental Entity is currently in progress or, to the knowledge of the Seller,
threatened or contemplated. Section 2.9(c) of the Disclosure Schedule sets forth
each jurisdiction  (other than United States federal) in which the Seller files,
or is required to file or has been  required to file a material Tax Return or is
or has been liable for  material  Taxes on a "nexus"  basis.  The Seller has not
been informed by any jurisdiction that the jurisdiction believes that the Seller
was required to file any Tax Return that was not filed.

            (d)  Strategic  is,  and  has  been  since  its  inception,  validly
classified  and treated as a  "partnership"  for federal income tax purposes and
has been validly treated in a similar manner for purposes of the income Tax laws
of all states in which it has been subject to taxation.

            (e)  Except  as set  forth  in  Section  2.9(e)  of  the  Disclosure
Schedules,  the Seller has delivered or made available to the Buyer (i) complete
and correct copies of all Tax Returns  relating to Taxes for all Taxable periods
ending  December 31, 2006, 2005 and 2004 and (ii) complete and correct copies of
all  private  letter  rulings,  revenue  agent  reports,   information  document
requests,  notices of assessment,  notices of proposed deficiencies,  deficiency
notices, protests, petitions, closing agreements, settlement agreements, pending
ruling requests and any similar documents submitted by, received by or agreed to
by or on behalf of the Seller  relating  to Taxes for all  Taxable  periods  for
which the applicable statute of limitations has not yet expired.

            (f)  Except  as  disclosed  on  Schedule  2.9(f)  of the  Disclosure
Schedule,  the Seller has not (i) waived any statute of limitations with respect
to Taxes or agreed to extend the  period for  assessment  or  collection  of any
Taxes, (ii) requested any extension of time within which to file any Tax Return,
which Tax Return has not yet been filed, or (iii) executed or filed any power of
attorney relating to Taxes with any Governmental Entity.

            (g) The Seller is not a party to any litigation regarding Taxes.

            (h)  Except  as  disclosed  on  Schedule  2.9(h)  of the  Disclosure
Schedule,  (i) there are no Security Interests with respect to Taxes upon any of
the Acquired  Assets,  other than with respect to Taxes not yet due and payable;
and (ii) to the  Seller's  and  Members'  knowledge,  there is no basis  for the
assertion of any claim relating or  attributable  to Taxes,  which, if adversely
determined,  would result in any Security  Interest on the Acquired  Assets,  or
would reasonably be expected to have, individually or in the aggregate, a Seller
Material Adverse Effect.

            (i) None of the Acquired  Assets (i) is property that is required to
be treated as being  owned by any other  person  pursuant to the  provisions  of
former Section  168(f)(8) of the Internal  Revenue Code of 1954, or (ii) is "tax
exempt use property" within the meaning of Section 168(h) of the Code.

            (j)  The  Seller  has  maintained  complete  and  accurate  records,
including all applicable  exemption,  resale or other  certificates,  of (i) all
sales to  purchasers  claiming to be exempt from sale and use Taxes based on the
exempt status of the purchaser,  and (ii) all other sales for which sales Tax or
use Tax was not  collected  by the Seller and as to which the seller is required
to receive and retain resale certificates or other certificates  relating to the
exempt nature of the sale or use or non-applicability of the sale and use Taxes.


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            (k) The Seller is not bound by any Tax indemnity, Tax sharing or Tax
allocation agreement.

            (l) The  Seller is not a  "foreign  person"  within  the  meaning of
Section 1445 of the Code.

      2.10 Ownership and Condition of Assets.

            (a)  Except  as  disclosed  on  Section  2.10(a)  of the  Disclosure
Schedule, the Seller is the true and lawful owner, and has good title to, all of
the Acquired Assets,  free and clear of all Security  Interests.  Upon execution
and  delivery  by the  Seller  to the  Buyer of the  instruments  of  conveyance
referred  to in Section  1.5(b)(iii),  the Buyer will become the true and lawful
owner of, and will receive good title to, the Acquired Assets, free and clear of
all Security  Interests,  except for Security  Interests created by the Buyer or
permitted under the Escrow Agreement.

            (b) The  Acquired  Assets  are  sufficient  for the  conduct  of the
Seller's  business  as  presently  conducted  and as  presently  proposed  to be
conducted and constitute  all assets used by the Seller in such  business.  Each
depreciable  tangible  Acquired  Asset is free from material  defects,  has been
maintained in accordance  with normal  industry  practice,  is in good operating
condition  and repair  (subject to normal wear and tear) and is suitable for the
purposes for which it presently is used.

            (c) Section  2.10(c) of the Disclosure  Schedule lists  individually
(i) all  Acquired  Assets  which are fixed  assets  (within the meaning of GAAP)
having a book value greater than $1,000,  indicating the cost,  accumulated book
depreciation  (if any) and the net book value of each such fixed asset as of the
Most Recent  Balance Sheet Date,  (ii) all other  Acquired  Assets of a tangible
nature (other than inventories)  whose net book value exceeds $5,000;  and (iii)
all Acquired Assets that are Assigned Contracts and specifically identifying all
customer contracts.

            (d)  Except  as  disclosed  on  Section  2.l0(d)  of the  Disclosure
Schedule,  each item of  equipment,  motor vehicle and other asset that is being
transferred to the Buyer as part of the Acquired  Assets and that the Seller has
possession of pursuant to a lease agreement or other contractual  arrangement is
in such condition  that, if returned to its lessor or owner under the applicable
lease or contract on the Closing  Date,  the  obligations  of the Seller to such
lessor or owner would have been discharged in full.

            (e)  Section  2.10(e)  of  the  Disclosure  Schedule  describes  the
inventory held by the Seller.  All items included in the inventory  consist of a
quality and quantity  usable and, with respect to finished goods,  saleable,  in
the  ordinary  course of business of the Seller  except for  obsolete  items and
items of below-standard  quality,  all of which have been written off or written
down to net realizable  value on the balance sheets in the Financial  Statements
or on the  accounting  records of the Seller as of the Closing Date, as the case
may be.  Seller is not in  possession  of any  inventory  not  owned by  Seller,
including goods already sold.

      2.11 Owned Real  Property.  The Seller does not own,  and has never owned,
any real property.


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      2.12 Real Property Leases.  Section 2.12 of the Disclosure  Schedule lists
all  Leases  and lists  the term of such  Lease,  any  extension  and  expansion
options, and the rent payable thereunder.  The Seller has delivered to the Buyer
complete  and  accurate  copies of the  Leases.  With  respect to each Lease and
except as set forth in Section 2.12 of the Disclosure Schedule:

            (a) such Lease is legal,  valid,  binding,  enforceable  and in full
force and effect;

            (b) such Lease is  assignable by the Seller to the Buyer without the
consent  or  approval  of any party and such Lease  will  continue  to be legal,
valid,  binding,  enforceable and in full force and effect immediately following
the Closing in accordance with the terms thereof as in effect  immediately prior
to the Closing;

            (c)  neither the Seller nor,  to the  knowledge  of the Seller,  any
other party, is in breach or violation of, or default under, any such Lease, and
no event has  occurred,  is  pending  or, to the  knowledge  of the  Seller,  is
threatened, which, after the giving of notice, with lapse of time, or otherwise,
would constitute a material breach or default by the Seller or, to the knowledge
of the Seller, any other party under such Lease;

            (d) the  Seller is not a party to any  dispute,  oral  agreement  or
forbearance  program as to such Lease, and to Seller's knowledge no other person
is party to such dispute,  oral agreement or forbearance  program relating to or
affecting the Lease;

            (e) the Seller has not assigned,  transferred,  conveyed, mortgaged,
deeded in trust or encumbered any interest in the leasehold or subleasehold;

            (f) to the  knowledge  of  the  Seller,  all  facilities  leased  or
subleased thereunder are supplied with utilities and other services adequate for
the operation of said facilities; and

            (g) the  Seller is not  aware of any  Security  Interest,  easement,
covenant or other  restriction  applicable to the real property  subject to such
Lease which would  reasonably be expected to materially  impair the current uses
or the occupancy by the Seller of the property subject thereto.

      2.13 Intellectual Property.

            (a) Except for the confidential  business information of the Seller,
which has been disclosed to the Buyer, there is no Seller Intellectual Property.

            (b)  Certifications.  Section  2.13(b)  of the  Disclosure  Schedule
identifies  all  channel  partner  authorizations,   accreditations  or  similar
qualifications with third party technology providers held by the Seller or their
employees.

            (c) Websites,  Phone Numbers, etc. Section 2.13(c) of the Disclosure
Schedule  identifies  all websites,  phone numbers,  IP and web  addresses,  and
uniform  resource  locators  (URLs) used by the Seller.  Except as  disclosed on
Section 2.13(c),  all such websites,  phone numbers,  IP and web addresses,  and
uniform  resource  locators  (URLs) may be  transferred or assigned to the Buyer
without the consent of such third parties.


                                      -9-
<PAGE>

      2.14 Contracts.

            (a) Section  2.14 of the  Disclosure  Schedule  lists the  following
agreements  (written  or oral) to which the  Seller is a party as of the date of
this Agreement (other than this Agreement and the Ancillary Agreements):

                  (i) any  agreement  (or group of related  agreements)  for the
lease of personal property from or to third parties providing for lease payments
in excess of $5,000  per annum or having a  remaining  term  longer  than  three
months;

                  (ii) any  agreement (or group of related  agreements)  for the
purchase or sale of products or for the  furnishing  or receipt of services  (A)
which  calls for  performance  over a period  of more  than one year,  (B) which
involves  more than the sum of $5,000,  or (C) in which the  Seller has  granted
manufacturing  rights,  "most favored nation" pricing provisions or marketing or
distribution  rights  relating  to any  products or  territory  or has agreed to
purchase a minimum quantity of goods or services or has agreed to purchase goods
or services exclusively from a certain party;

                  (iii) any agreement  concerning the establishment or operation
of a partnership, joint venture or limited liability company;

                  (iv) any  agreement  (or group of  related  agreements)  under
which it has created,  incurred,  assumed or guaranteed  (or may create,  incur,
assume or guarantee)  indebtedness  (including  capitalized  lease  obligations)
involving  more than  $5,000 or under  which it has  imposed  (or may  impose) a
Security Interest on any of its assets, tangible or intangible;

                  (v) any  agreement  for  the  disposition  of any  significant
portion of the assets or business of the Seller (other than sales of products in
the Ordinary  Course of Business) or any  agreement for the  acquisition  of the
assets or business of any other  entity  (other than  purchases  of inventory or
components in the Ordinary Course of Business);

                  (vi) any agreement concerning exclusivity or confidentiality;

                  (vii) any employment or consulting agreement;

                  (viii) any agreement  involving any current or former officer,
manager or Member or an Affiliate thereof;

                  (ix) any agreement  under which the  consequences of a default
or termination  would  reasonably be expected to have a Seller Material  Adverse
Effect;

                  (x) any agreement which contains any provisions  requiring the
Seller  to  indemnify  any  other  party  (excluding  indemnities  contained  in
agreements  for the  purchase,  sale or license of products  entered into in the
Ordinary Course of Business);

                  (xi) any agreement  that could  reasonably be expected to have
the effect of prohibiting or impairing the conduct of the business of the Seller
or of the  Buyer  or  any of its  subsidiaries  as  currently  conducted  and as
currently proposed to be conducted;


                                      -10-
<PAGE>

                  (xii) any agreement  under which the Seller is restricted from
selling,  licensing or otherwise distributing any of its technology or products,
or  providing  services to,  customers  or  potential  customers or any class of
customers,  in any geographic area,  during any period of time or any segment of
the market or line of business;

                  (xiii) any  agreement  which would  entitle any third party to
receive a license or any other  right to  intellectual  property of the Buyer or
any of the Buyer's Affiliates following the Closing; and

                  (xiv) any other  agreement  (or group of  related  agreements)
either involving more than $10,000 or not entered into in the Ordinary Course of
Business.

            (b) The Seller has  delivered  to the Buyer a complete  and accurate
copy of each agreement  listed in Section 2.13 or Section 2.14 of the Disclosure
Schedule.  With  respect to each  agreement so listed and except as disclosed in
Section 2.14 of the  Disclosure  Schedules:  (i) the agreement is legal,  valid,
binding and enforceable and in full force and effect;  (ii) for those agreements
to which the Seller is a party, the agreement is assignable by the Seller to the
Buyer  without  the  consent or  approval  of any party and will  continue to be
legal,  valid,  binding and enforceable and in full force and effect immediately
following  the  Closing  in  accordance  with the  terms  thereof  as in  effect
immediately  prior to the  Closing;  and (iii)  neither  the Seller  nor, to the
knowledge  of the Seller,  any other  party,  is in breach or  violation  of, or
default under, any such agreement,  and no event has occurred, is pending or, to
the knowledge of the Seller, is threatened,  which,  after the giving of notice,
with lapse of time,  or otherwise,  would  constitute a breach or default by the
Seller or, to the knowledge of the Seller, any other party under such agreement.

            (c) The Assigned  Contracts  shall be listed as such on Section 2.14
of the  Disclosure  Schedule,  which may be amended at the time of Closing.  The
Assigned  Contracts shall include no more than $500,000 of accounts  payable and
other payment obligations of the Seller accrued as of the time of the Closing.

      2.15 Accounts Receivable.  All accounts receivable of the Seller reflected
on the Most  Recent  Balance  Sheet  (other than those paid since such date) are
valid  receivables  subject to no setoffs or  counterclaims  and are current and
collectible  (within  90 days  after the date on which it first  became  due and
payable),  net of the  applicable  reserve for bad debts on Section  2.15 of the
Disclosure  Schedule.  A complete and accurate list of the accounts  showing the
aging thereof is included in Section 2.15 of the Disclosure Schedule.

      2.16  Insurance.  Section  2.16  of the  Disclosure  Schedule  lists  each
insurance  policy  (including  fire,  theft,  casualty,   comprehensive  general
liability, workers compensation, business interruption,  environmental,  product
liability,   errors  and  omissions,   professional  liability,  and  automobile
insurance  policies and bond and surety  arrangements)  to which the Seller is a
party,  all of which are in full force and effect.  There is no  material  claim
pending under any such policy as to which coverage has been  questioned,  denied
or disputed by the  underwriter  of such policy.  Except with respect to workers
compensation  insurance  (which  remains  subject  to  statutory  or  regulatory
assessment),  all premiums  due and payable  under all such  policies  have been
paid, the Seller may not be liable for retroactive premiums or similar payments,
and the


                                      -11-
<PAGE>

Seller is otherwise in  compliance  in all material  respects  with the terms of
such policies.  The Seller has no knowledge of any threatened termination of, or
premium  increase  with  respect to, any such  policy.  Upon  payment of amounts
required to obtain tail coverage on Seller's professional  liability (errors and
omissions)  insurance  policy,  if any,  such  policy  will be in full force and
effect immediately following the Closing in accordance with the terms thereof as
in effect immediately prior to the Closing.

      2.17  Litigation.  Except as set forth in Section  2.17 of the  Disclosure
Schedule,  there is no Legal  Proceeding which is pending or has been threatened
in  writing  against  the  Seller.  There are no  judgments,  orders or  decrees
outstanding against the Seller.

      2.18  Warranties.  Except as set forth in Section  2.18 of the  Disclosure
Schedule, no service or product delivered, made, sold, leased or licensed by the
Seller is subject to any guaranty, warranty, right of return, right of credit or
other indemnity.

      2.19 Employees.

            (a) Section 2.19 of the Disclosure  Schedule  contains a list of all
employees of the Seller, their position with the Seller and their annual rate of
compensation.  Except as set forth on Section 2.19 of the  Disclosure  Schedule,
each  current  employee  of the Seller and each past  employee of the Seller has
entered  into a  confidentiality  agreement  with the Seller,  a copy or form of
which has previously been delivered to the Buyer. Section 2.19 of the Disclosure
Schedule  contains  a list of all  employees  of the Seller who are a party to a
non-competition  agreement  with the  Seller;  copies  of such  agreements  have
previously  been delivered to the Buyer.  Each such agreement  referenced in the
two  preceding  sentences  to which the Seller is a party is  assignable  by the
Seller  to the Buyer  without  the  consent  or  approval  of any party and will
continue  to be legal,  valid,  binding  and  enforceable  and in full force and
effect immediately following the Closing in accordance with the terms thereof as
in effect  immediately  prior to the  Closing.  Section  2.19 of the  Disclosure
Schedule  contains a list of all employees of the Seller who are not citizens of
the United States.  To the knowledge of the Seller,  no key employee or group of
employees has any plans to terminate  employment with the Seller (other than for
the purpose of accepting employment with the Buyer following the Closing) or not
to accept  employment  with the  Buyer.  The  Seller is in  compliance  with all
applicable laws relating to the hiring and employment of employees.

            (b)  Neither of the Seller is a party to or bound by any  collective
bargaining agreement, nor has it experienced any strikes, grievances,  claims of
unfair labor practices or other collective  bargaining disputes.  The Seller has
no knowledge of any organizational  effort made or threatened,  either currently
or within the past two years, by or on behalf of any labor union with respect to
employees of the Seller.

      2.20 Employee Benefits.

            (a) There are no Seller  Plans.  Neither  the  Seller  nor any ERISA
Affiliate has ever maintained an Employee Benefit Plan subject to Section 412 of
the Code or Title IV of ERISA.  At no time has the Seller or any ERISA Affiliate
been obligated to contribute to any "multiemployer  plan" (as defined in Section
4001(a)(3) of ERISA).


                                      -12-
<PAGE>

            (b) Section 2.20(b) of the Disclosure  Schedule  discloses each: (i)
agreement with any Member,  manager,  executive officer or other key employee of
the Seller (A) the benefits of which are  contingent,  or the terms of which are
altered, upon the occurrence of a transaction involving the Seller of the nature
of any of the  transactions  contemplated by this  Agreement,  (B) providing any
term of employment or compensation guarantee or (C) providing severance benefits
or other benefits after the termination of employment of such manager, executive
officer or key employee;  (ii)  agreement,  plan or arrangement  under which any
person  may  receive  payments  from the  Seller  that may be subject to the tax
imposed by Section  4999 of the Code or  included in the  determination  of such
person's "parachute payment" under Section 280G of the Code; and (iii) agreement
or plan binding the Seller,  including any stock option plan, stock appreciation
right plan,  restricted stock plan, stock purchase plan,  severance benefit plan
or Seller Plan,  any of the benefits of which will be increased,  or the vesting
of the benefits of which will be  accelerated,  by the  occurrence of any of the
transactions  contemplated by this Agreement or the value of any of the benefits
of which will be calculated on the basis of any of the transactions contemplated
by this Agreement.

            (c) Section 2.20(c) of the Disclosure Schedule sets forth the policy
of the Seller with  respect to accrued  vacation,  accrued  sick time and earned
time off and the amount of such liabilities as of August 31, 2007.

      2.21 Environmental Matters.

            (a) To its  knowledge,  the Seller has complied with all  applicable
Environmental  Laws  except  where  failure  to do so  would  not  have a Seller
Material Adverse Effect. There is no pending or, to the knowledge of the Seller,
threatened  civil or criminal  litigation,  written notice of violation,  formal
administrative  proceeding, or investigation,  inquiry or information request by
any Governmental Entity, relating to any Environmental Law involving the Seller.

            (b) To its  knowledge,  the Seller does not have any  liabilities or
obligations  arising from the release of any Materials of Environmental  Concern
into the environment.

            (c) The  Seller  is not a party  to or  bound  by any  court  order,
administrative  order,  consent order or other  agreement with any  Governmental
Entity entered into in connection with any legal obligation or liability arising
under any Environmental Law.

            (d) The  Seller  does not have  possession  of,  or  access  to,  or
knowledge  of, any  documents  (whether  in hard copy or  electronic  form) that
contain  any  environmental  reports,  investigations  and  audits  relating  to
premises  currently  or  previously  owned or  operated  by the Seller  (whether
conducted  by or on behalf of the Seller or a third  party,  and whether done at
the initiative of the Seller or directed by a Governmental Entity or other third
party).

            (e) The Seller is not aware of any material environmental  liability
of any solid or hazardous  waste  transporter or treatment,  storage or disposal
facility that has been used by the Seller.

      2.22  Legal  Compliance.  Except  as set  forth  in  Section  2.22  of the
Disclosure Schedule,  the Seller is currently  conducting,  and has at all times
conducted,  its  business  in  material  compliance


                                      -13-
<PAGE>

with each  applicable law (including  rules and  regulations  thereunder) of any
federal, state, local or foreign government, or any Governmental Entity, and the
Seller has had valid  Permits  to conduct  such  business  with  respect to each
jurisdiction  (and at such  times) for which it has been  required  to have such
Permits  except  where  the  lack of any  such  Permit  would  not have a Seller
Material Adverse Effect. The Seller has not received any notice or communication
from any  Governmental  Entity alleging  noncompliance  with any applicable law,
rule or regulation.

      2.23 Customers and Suppliers. Section 2.23 of the Disclosure Schedule sets
forth a list of (a) each  customer or supplier  arrangement  that  accounted for
more than 1% of the  revenues of the Seller  during the last full fiscal year or
the interim  period through the Most Recent Balance Sheet Date and the amount of
revenues accounted for by such customer or supplier arrangement during each such
period and (b) each other  supplier  of  services or goods that is a critical or
sole  supplier of any  significant  aspect of the Seller's  business.  No person
identified  in the foregoing  sentence has provided  written or verbal notice to
the  Seller  within the past year that it will stop,  or  materially  reduce its
activity below historic levels in connection with any contract or arrangement on
which the Seller currently derives revenue.

      2.24 Permits. Section 2.24 of the Disclosure Schedule sets forth a list of
all Permits  issued to or held by the Seller.  Such listed  Permits are the only
Permits  that are  required  for the Seller to conduct its business as presently
conducted or as proposed to be conducted.  Each such Permit is in full force and
effect; the Seller is in material compliance with the terms of each such Permit;
and, to the  knowledge of the Seller,  no  suspension  or  cancellation  of such
Permit is threatened.

      2.25 Certain Business  Relationships With Affiliates.  No Affiliate of the
Seller (a) owns any property or right, tangible or intangible,  which is used in
the  business  of the Seller,  (b) has any claim or cause of action  against the
Seller,  or (c) owes any money to, or is owed any money by, the Seller.  Section
2.25 of the Disclosure  Schedule  describes any  transactions  or  relationships
between the Seller and any  Affiliate  thereof  which  occurred or have  existed
since the beginning of the time period covered by the Financial Statements.

      2.26 Brokers'  Fees.  The Seller does not have any liability or obligation
to pay any fees or  commissions  to any broker,  finder or agent with respect to
the transactions contemplated by this Agreement.

      2.27 [RESERVED]

      2.28 Disclosure.  No representation or warranty by the Seller contained in
this  Agreement,  and no statement  contained in the Disclosure  Schedule or any
other document,  certificate or other instrument delivered or to be delivered by
or on behalf of the Seller pursuant to this Agreement,  contains or will contain
any  untrue  statement  of a  material  fact or omits or will  omit to state any
material fact  necessary,  in light of the  circumstances  under which it was or
will be made, in order to make the statements herein or therein not misleading.

      2.29  Projections.  The  projections  included  in  Section  2.29  of  the
Disclosure  Schedule  were  prepared  by the Seller in good faith and  represent
their  management's good faith estimates of the future performance of the Seller
for the periods referred to therein. The Buyer


                                      -14-
<PAGE>

acknowledges  that  the  projections  are  estimates  and the  Seller  makes  no
representation or warranty as to actual future performance.

      2.30 Government Contracts.

            (a) The Seller has not been  suspended  or debarred  from bidding on
contracts  or  subcontracts  with  any  Governmental  Entity;  and  to  Seller's
knowledge no such suspension or debarment has been threatened or initiated;  and
the  consummation  of the  transactions  contemplated by this Agreement will not
result in any such  suspension or debarment of the Seller or the Buyer (assuming
that no such suspension or debarment will result solely from the identity of the
Buyer). The Seller has not been nor are now being audited or investigated by the
United States  Government  Accounting  Office,  the United States  Department of
Defense  or any  of  its  agencies,  the  Defense  Contract  Audit  Agency,  the
contracting  or auditing  function of any  Governmental  Entity with which it is
contracting,  the United States Department of Justice,  the Inspector General of
the United States, or any prime contractor with a Governmental  Entity;  nor, to
the  knowledge  of  the  Seller,  has  any  such  audit  or  investigation  been
threatened.  To the knowledge of the Seller, there is no valid basis for (i) the
suspension or debarment of the Seller from bidding on contracts or  subcontracts
with any  Governmental  Entity or (ii) any claim (including any claim for return
of funds to the Government)  pursuant to an audit or investigation by any of the
entities  named  in the  foregoing  sentence.  The  Seller  has  no  agreements,
contracts  or  commitments  which  require  the  Seller to obtain or  maintain a
security clearance with any Governmental Entity.

            (b) To the  knowledge of the Seller,  no basis exists for any of the
following  with  respect  to any of  its  contracts  or  subcontracts  with  any
Governmental  Entity:  (i) a  Termination  for Default (as provided in 48 C.F.R.
Ch.1  ss.52.249-8,  52.249-9  or  similar  sections),  (ii)  a  Termination  for
Convenience  (as  provided in 48 C.F.R.  Ch.1  ss.52.241-1,  52.249-2 or similar
sections),  or a Stop Work Order (as provided in 48 C.F.R.  Ch.1 ss.52.212-13 or
similar sections);  and the Seller has no reason to believe that funding may not
be provided under any contract or subcontract  with any  Governmental  Entity in
the upcoming federal fiscal year.

      2.31 Securities Representations.

            (a) The Seller is an "accredited investor" as defined in Rule 501(a)
under the  Securities  Act. The Seller has not been  organized,  reorganized  or
recapitalized specifically for the purpose of acquiring the Shares.

            (b) The  Seller is  acquiring  the Shares  for its own  account  for
investment  only,  and not with a view to, or for sale in connection  with,  any
distribution  of the Shares in violation of the  Securities  Act, or any rule or
regulation under the Securities Act.

            (c)  The  Seller  has  had  adequate   opportunity  to  obtain  from
representatives  of the Buyer such  information  about the Buyer as is necessary
for the  undersigned to evaluate the merits and risks of its  acquisition of the
Shares.

            (d) The Seller has  sufficient  expertise in business and  financial
matters to be able to  evaluate  the risks  involved in the  acquisition  of the
Shares  and to  make  an  informed  investment  decision  with  respect  to such
acquisition.


                                      -15-
<PAGE>

            (e) The Seller  understands that the Shares have not been registered
under the Securities Act and are "restricted  securities"  within the meaning of
Rule 144 under the Securities Act; and the Shares cannot be sold, transferred or
otherwise  disposed  of  unless  they  are  subsequently  registered  under  the
Securities Act or an exemption from registration is then available.

            (f) A legend  substantially  in the following form will be placed on
the certificate(s) representing the Shares:

      "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT OF 1933, AS AMENDED,  AND MAY NOT BE SOLD,  TRANSFERRED  OR
OTHERWISE  DISPOSED OF IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION  STATEMENT
UNDER SUCH ACT OR AN OPINION OF COUNSEL  SATISFACTORY  TO THE CORPORATION TO THE
EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED."

                                  ARTICLE III

                   REPRESENTATIONS AND WARRANTIES OF THE BUYER

      The Buyer  represents  and  warrants  to the  Seller  that the  statements
contained  in this  Article  III are  true  and  correct  as of the date of this
Agreement  and will be true and  correct as of the  Closing as though made as of
the Closing.

      3.1  Organization  and Corporate  Power.  The Buyer is a corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Indiana.  The Buyer has all requisite  corporate power and authority to carry on
the business in which it is engaged and to own and use the properties  owned and
used by it.

      3.2  Authorization of the  Transaction.  The Buyer has all requisite power
and  authority  to  execute  and  deliver  this  Agreement,  and  the  Ancillary
Agreements  and  to  perform  its  obligations  hereunder  and  thereunder.  The
execution  and  delivery  by the  Buyer  of this  Agreement,  and the  Ancillary
Agreements and the  performance by the Buyer of this Agreement and the Ancillary
Agreements and the  consummation by the Buyer of the  transactions  contemplated
hereby and thereby have been duly and validly authorized by all necessary action
on the part of the Buyer. This Agreement and the Ancillary  Agreements have been
duly and validly  executed and  delivered by the Buyer and upon their  execution
and delivery by the Buyer will constitute,  valid and binding obligations of the
Buyer,   enforceable  against  it  in  accordance  with  its  terms,  except  as
enforceability  may  be  limited  by  bankruptcy,  insolvency,   reorganization,
moratorium, arrangement or other similar laws from time to time in effect.

      3.3  Noncontravention.  Neither the execution and delivery by the Buyer of
this Agreement or the Ancillary Agreements, nor the consummation by the Buyer of
the  transactions  contemplated  hereby or thereby,  will (a)  conflict  with or
violate any provision of the Articles of  Incorporation or by-laws of the Buyer,
(b)  require on the part of the Buyer any notice to or filing  with,  or permit,
authorization,  consent or approval of, any  Governmental  Entity,  (c) conflict
with,  result in breach of,  constitute  (with or without due notice or lapse of
time or both) a default under,


                                      -16-
<PAGE>

result in the acceleration of obligations  under,  create in any party any right
to terminate,  modify or cancel, or require any notice, consent or waiver under,
any contract or instrument to which the Buyer is a party or by which it is bound
or to which any of its  assets is  subject,  or (d)  violate  any  order,  writ,
injunction,  decree,  statute, rule or regulation applicable to the Buyer or any
of its properties or assets.

      3.4 Capitalization.  The authorized capital stock of the Buyer consists of
20,000,000  shares of Buyer Common Stock, of which 3,937,500  shares were issued
and outstanding,  and options, warrants or other rights (the "Equity Rights") to
acquire 865,000 shares of Buyer Common Stock were outstanding,  in each case, as
of October 15, 2007. As of October 15, 2007,  there are no outstanding  options,
warrants or similar  rights  relating to the Buyer or its equity  other than the
Convertible  Promissory  Notes of the Buyer dated July 16, 2007 convertible into
an  aggregate  of up to  833,333  shares of Buyer  Common  Stock and the  Equity
Rights. The rights and privileges of each class of the Buyer's capital stock are
set forth in the  Buyer's  Articles of  Incorporation,  a copy of which has been
made available to the Seller.  All of the issued and outstanding shares of Buyer
Common Stock have been duly authorized and validly issued and are fully paid and
nonassessable.  The Shares will be, when issued on the terms and  conditions  of
this Agreement,  duly authorized,  validly issued,  fully paid and nonassessable
and not subject to or issued in violation of any purchase  option,  call option,
right of first  refusal,  preemptive  right,  subscription  right or any similar
right under any provision of the Buyer's  Articles of Incorporation or Bylaws or
any agreement to which the Buyer is a party or is otherwise bound.

      3.5 No Prior Activities.  As of the date of this Agreement,  the Buyer has
not engaged in any business operations.

      3.6  Litigation.  As of the  date of this  Agreement,  there  is no  Legal
Proceeding which is pending or, to the Buyer's knowledge, threatened against the
Buyer or any subsidiary of the Buyer which, if determined adversely to the Buyer
or such  subsidiary,  could have,  individually or in the aggregate,  a material
adverse effect on the business, assets, liabilities, capitalization,  prospects,
condition (financial or other), or results of operations of the Seller.

      3.7  Ownership  and  Management.   (a)  Schedule  3.7(a)  attached  hereto
accurately  sets forth the directors and officers of the Buyer as of the date of
this Agreement.

            (b)  Schedule  3.7(b)  attached  hereto  accurately  sets  forth the
ownership  and  ownership  percentages  of the  Buyer  as of the  date  of  this
Agreement  and a pro forma of the ownership  and  ownership  percentages  of the
Buyer  immediately  after Closing after giving effect to the other  transactions
that the Buyer Currently  contemplates;  provided that, except to the extent set
forth otherwise  herein,  the Buyer makes no representation or warranty that all
or any such  transactions  will be  consummated  on the  terms  and  assumptions
underlying such pro forma, or at all..

            (c) Except as set forth on Schedule  3.7(c) attached  hereto,  Buyer
has not  acquired,  contracted  to acquire or  negotiated  to acquire  any other
business, either through a purchase of assets or a purchase of equity ownership.


                                      -17-
<PAGE>

                                   ARTICLE IV

                              PRE-CLOSING COVENANTS

      4.1 Closing  Efforts.  Each of the Parties shall use its  Reasonable  Best
Efforts to take all actions and to do all things necessary,  proper or advisable
to consummate the transactions  contemplated by this Agreement,  including using
its Reasonable Best Efforts to cause (i) its  representations  and warranties to
remain true and correct in all  material  respects  through the Closing Date and
(ii) the  conditions to the  obligations  of the other Party to  consummate  the
transactions contemplated by this Agreement to be satisfied.

      4.2 Governmental and Third-Party Notices and Consents.

            (a) Each Party shall use its Reasonable  Best Efforts to obtain,  at
its expense, all waivers, permits,  consents,  approvals or other authorizations
from Governmental Entities, and to effect all registrations, filings and notices
with  or to  Governmental  Entities,  as may  be  required  for  such  Party  to
consummate  the  transactions  contemplated  by this  Agreement and to otherwise
comply  with  all  applicable  laws  and  regulations  in  connection  with  the
consummation of the transactions contemplated by this Agreement.

            (b) The Seller shall use their Reasonable Best Efforts to obtain, at
the Buyer's expense, all such waivers, consents or approvals from third parties,
and to give all such notices to third  parties,  as listed or are required to be
listed in the Disclosure Schedule. The Buyer shall reasonably cooperate with the
Seller in the Seller's efforts to obtain such waivers, consents and approvals.

            (c) If (i) any of the  Assigned  Contracts or other assets or rights
constituting  Acquired  Assets may not be assigned and transferred by the Seller
to the Buyer (as a result of either the  provisions  thereof or applicable  law)
without the consent or approval of a third party,  (ii) the Seller,  after using
their  Reasonable  Best  Efforts,  are unable to obtain such consent or approval
prior to the Closing and (iii) the Closing  occurs  nevertheless,  then (A) such
Assigned  Contracts  and/or  other  assets or rights  shall not be assigned  and
transferred by the Seller to the Buyer at the Closing and, except as provided in
Section  4.2(c) of the  Disclosure  Schedule,  the Buyer  shall not  assume  the
Seller's future  liabilities or future  obligations  with respect thereto at the
Closing until such  approval or consent is obtained and  assignment  occurs,  at
which time Buyer will assume all such liabilities and obligations  following the
date of such  approval  or  consent,  (B) the Seller  shall  continue to use its
Reasonable Best Efforts for a reasonable  period of time after the Closing,  and
in any case not less than nine (9) months,  to obtain the  necessary  consent or
approval as soon as  practicable  after the Closing,  (C) upon the  obtaining of
such  consent or approval,  the Buyer and the Seller shall  execute such further
instruments of conveyance (in substantially the form executed at the Closing) as
may be necessary to assign and transfer  such  Assigned  Contracts  and/or other
assets or rights (and the associated  liabilities and obligations of the Seller)
to the  Buyer,  and (D) from and  after the  Closing  until  the  assignment  or
termination (at the end of any fixed term thereof or by the Buyer after nine (9)
months from the date hereof) of each such Assigned  Contract  pursuant to clause
(C) above,  the Buyer shall perform and fulfill,  on a subcontractor  basis, the
obligations  of the Seller or the  applicable  Subsidiary to be performed  under
such Assigned  Contract,  and the Seller or such Subsidiary


                                      -18-
<PAGE>

shall  promptly  remit to the  Buyer  all  payments  received  by it under  such
Assigned Contract for services  performed during such period,  net of associated
cost of sales and expenses.

      4.3 Exclusivity.

            (a)  Neither  the  Seller  nor  the  Members   shall,   directly  or
indirectly,  (i)  initiate,  solicit,  encourage  or  otherwise  facilitate  any
inquiry,  proposal,  offer or  discussion  with any party (other than the Buyer)
concerning any merger, reorganization, consolidation, recapitalization, business
combination,  liquidation,  dissolution, share exchange, sale of shares, sale of
material  assets or similar  business  transaction  involving  the Seller,  (ii)
furnish any non-public information concerning the business, properties or assets
of the Seller to any party (other than the Buyer),  (iii) engage in  discussions
or  negotiations  with any party  (other  than the  Buyer)  concerning  any such
transaction, (iv) vote any shares of the Seller in favor of any such transaction
with any party (other than the Buyer),  or (v) enter into any agreement with any
party (other than the Buyer) concerning any such transaction.

            (b) The Seller and each Member  shall  immediately  notify any party
with which  discussions or negotiations of the nature described in paragraph (a)
above were pending that the Seller or the Member, as applicable,  is terminating
such  discussions  or  negotiations.  If the  Seller  or a Member  receives  any
inquiry,  proposal or offer of the nature  described in paragraph (a) above, the
Seller or Member,  as  applicable,  shall,  within one  business  day after such
receipt,  notify the Buyer of such  inquiry,  proposal or offer,  including  the
identity of the other party and the terms of such inquiry, proposal or offer.

      4.4  Operation  of Business.  Except as  contemplated  by this  Agreement,
during the period from the date of this  Agreement  to the  Closing,  the Seller
shall conduct its operations in the Ordinary  Course of Business and in material
compliance  with  all  applicable  laws  and  regulations  and,  to  the  extent
consistent  therewith,  use its Reasonable  Best Efforts to preserve  intact its
current  business  organization,  keep  its  physical  assets  in  good  working
condition, keep available the services of its current officers and employees and
preserve its relationships with customers,  suppliers and others having business
dealings with it to the end that its goodwill and ongoing  business shall not be
impaired  in any  material  respect.  Without  limiting  the  generality  of the
foregoing,  prior to the  Closing,  the Seller  shall not,  without  the written
consent of the Buyer:

            (a) issue or sell any  shares or other  securities  of the Seller or
any  options,  warrants  or other  rights to  acquire  any such  shares or other
securities  (except pursuant to the conversion or exercise of options,  warrants
or other convertible securities outstanding on the date hereof);

            (b)  declare,  set aside or pay any  dividend or other  distribution
(whether in cash,  stock or property or any  combination  thereof) in respect of
its shares;

            (c) create, incur or assume any indebtedness  (including obligations
in respect of capital leases);  assume,  guarantee,  endorse or otherwise become
liable or  responsible  (whether  directly,  contingently  or otherwise) for the
obligations  of any other  person or  entity;  or make any  loans,  advances  or
capital contributions to, or investments in, any other person or entity;


                                      -19-
<PAGE>

            (d) enter  into,  adopt or amend any  Employee  Benefit  Plan or any
employment  or  severance  agreement  or  arrangement  of the type  described in
Section 2.20 or (except for normal  increases in the Ordinary Course of Business
for employees who are not Affiliates) increase in any manner the compensation or
fringe benefits of, or materially  modify the employment terms of, its managers,
officers or  employees,  generally  or  individually,  or pay any bonus or other
benefit to its  managers,  officers or employees  (except for  existing  payment
obligations  listed in Section 2.20 of the Disclosure  Schedule) or hire any new
officers or (except in the Ordinary Course of Business) any new employees;

            (e)  acquire,  sell,  lease,  license  or  dispose  of any assets or
property,  other than  purchases  and sales of assets in the Ordinary  Course of
Business;

            (f)  mortgage or pledge any of its property or assets or subject any
such property or assets to any Security Interest;

            (g) discharge or satisfy any Security Interest or pay any obligation
or liability other than in the Ordinary Course of Business without prior written
notice to Buyer;

            (h) amend its Articles of Organization, Operating Agreement or other
organizational  documents  in a manner that could have an adverse  effect on the
transactions contemplated by this Agreement;

            (i) change its accounting methods,  principles or practices,  except
insofar as may be required by law or regulatory accounting  requirements or make
any new elections,  or changes to any current  elections,  with respect to Taxes
that affect the Acquired Assets;

            (j) enter into,  amend,  terminate,  take or omit to take any action
that would  constitute  a  violation  of or default  under,  or waive any rights
under,  any contract or agreement of a nature listed or required to be listed in
Section 2.12, Section 2.13 or Section 2.14 of the Disclosure Schedule;

            (k) make or  commit  to make any  capital  expenditure  in excess of
$5,000 per item or $10,000 in the aggregate;

            (l) institute any Legal Proceeding;

            (m) take any  action or fail to take any  action  permitted  by this
Agreement  with the  knowledge  that such action or failure to take action would
result in (i) any of the  representations and warranties of the Seller set forth
in this  Agreement  not being true and correct at the Closing or (ii) any of the
conditions to the Closing set forth in Article V not being satisfied; or

            (n)  agree in  writing  or  otherwise  to take any of the  foregoing
actions.

      4.5 Access to Information.

            (a) The Seller  shall  permit  representatives  of the Buyer to have
full access (at all  reasonable  times,  and in a manner so as not to  interfere
with the normal business operations of


                                      -20-
<PAGE>

the Seller) to all premises,  properties,  financial, tax and accounting records
(including the work papers of the Seller's independent accountants),  contracts,
other records and documents,  and personnel, of or pertaining to the Seller, and
contacts at  Seller's  principal  suppliers  and  customers,  for the purpose of
performing  such   inspections  and  tests  as  the  Buyer  deems  necessary  or
appropriate.

            (b) If the Closing has not occurred by September 30, 2007, within 15
days after the end of each month  ending prior to the  Closing,  beginning  with
September 30, 2007,  the Seller shall  furnish to the Buyer an unaudited  income
statement  for such  month  and a  balance  sheet  as of the end of such  month,
prepared on a basis  consistent  with the Financial  Statements.  Such financial
statements  shall  present  fairly  the  financial   condition  and  results  of
operations  of the Seller as of the dates  thereof and for the  periods  covered
thereby, and shall be consistent with the books and records of the Seller.

      4.6 Notice of Breaches.

            (a) From the date of this  Agreement  until the Closing,  the Seller
shall promptly deliver to the Buyer supplemental information concerning material
events or  circumstances  occurring  subsequent  to the date hereof  which would
render any  representation,  warranty  or  statement  in this  Agreement  or the
Disclosure  Schedule inaccurate or incomplete at any time after the date of this
Agreement until the Closing. No such supplemental information shall be deemed to
avoid or cure any  misrepresentation  or breach of  warranty  or  constitute  an
amendment of any representation,  warranty or statement in this Agreement or the
Disclosure Schedule.

            (b) From the date of this  Agreement  until the  Closing,  the Buyer
shall  promptly  deliver  to  the  Seller  supplemental  information  concerning
material events or circumstances  occurring  subsequent to the date hereof which
would render any  representation  or warranty in this  Agreement  inaccurate  or
incomplete at any time after the date of this  Agreement  until the Closing.  No
such   supplemental   information   shall  be   deemed  to  avoid  or  cure  any
misrepresentation  or breach of  warranty  or  constitute  an  amendment  of any
representation or warranty in this Agreement.

      4.7  FIRPTA Tax  Certificate.  Within 10 days  prior to the  Closing,  the
Seller shall deliver or cause to be delivered to the Buyer a certification  that
the Seller is not a foreign  person  within the  meaning of Section  1445 of the
Code,  in  accordance  with the Treasury  Regulations  under Section 1445 of the
Code.

      4.8 Preparation of Audited Financial  Statements.  The Seller shall permit
the Buyer and the Buyer's  independent  accountants  to have full access (at all
reasonable  times,  and in a  manner  so as not to  interfere  with  the  normal
business operations of the Seller) to all premises,  properties,  financial, tax
and accounting  records  (including the work papers of the Seller's  independent
accountants),  contracts,  other records and  documents,  and  personnel,  of or
pertaining  to the Seller,  and  contacts at Seller's  principal  suppliers  and
customers,  for the purpose of preparing  audited  financial  statements  of the
Seller.


                                      -21-
<PAGE>

                                   ARTICLE V

                              CONDITIONS TO CLOSING

      5.1 Conditions to Obligations of the Buyer. The obligation of the Buyer to
consummate the transactions  contemplated by this Agreement to be consummated at
the  Closing  is  subject  to  the  satisfaction  of  the  following  additional
conditions:

            (a) the Seller  shall have  obtained at its own  expense  (and shall
have  provided  copies  thereof  to the  Buyer)  all of  the  waivers,  permits,
consents,   approvals  or  other   authorizations,   and  effected  all  of  the
registrations,  filings  and  notices,  referred  to in  Section  4.2  which are
required on the part of the Seller;

            (b) the  representations  and  warranties of the Seller set forth in
the  first  sentence  of  Section  2.1  and in  Sections  2.2  and  2.3  and any
representations  and  warranties of the Seller set forth in this  Agreement that
are qualified as to materiality  shall be true and correct in all respects,  and
all  other  representations  and  warranties  of the  Seller  set  forth in this
Agreement shall be true and correct in all material respects, in each case as of
the  date of this  Agreement  and as of the  Closing  as  though  made as of the
Closing,   except  to  the  extent  such   representations  and  warranties  are
specifically  made as of a particular  date (in which case such  representations
and warranties shall be true and correct as of such date);

            (c) the Seller shall have  performed or complied with its agreements
and covenants  required to be performed or complied with under this Agreement as
of or prior to the Closing;

            (d) no Legal  Proceeding  shall be  pending  or  threatened;  and no
judgment, order, decree, stipulation or injunction shall be in effect that would
(i) prevent  consummation  of the  transactions  contemplated by this Agreement,
(ii) cause the  transactions  contemplated  by this  Agreement  to be  rescinded
following  consummation or (iii) affect adversely the right of the Buyer to own,
operate or control any of the Acquired Assets, or to conduct the business of the
Seller as currently conducted, following the Closing;

            (e)  the  Seller  shall  have  delivered  to the  Buyer  the  Seller
Certificate;

            (f) the Seller shall have  delivered to the Buyer an updated list of
the Acquired Assets, as of the day prior to the Closing Date;

            (g)  the  Seller  shall  have  delivered  to  the  Buyer   documents
evidencing the release or termination of all Security  Interests on the Acquired
Assets other than those permitted under the Escrow  Agreement or associated with
the Assumed  Liabilities,  and copies of filed UCC  termination  statements with
respect to all UCC financing statements evidencing such Security Interests;

            (h) the Buyer  shall have  received an opinion  from  counsel to the
Seller in substantially  the form attached hereto as Exhibit C, addressed to the
Buyer and dated as of the Closing Date;


                                      -22-
<PAGE>

            (i) each of the Key Employees  shall not have taken any action which
would be prohibited thereby in any material respect if such Person's  Employment
Agreement were in effect at the time of such action and the Seller shall have no
knowledge of any such Key Employee's  intention not to accept  employment by the
Buyer following the Closing;

            (j) the Buyer or a  successor  entity  thereto  shall have  received
aggregate  gross  proceeds  of at  least  $4.0  million  from  the  sale  of its
securities;

            (k) no Seller Material Adverse Effect shall have occurred;

            (l) the Buyer shall be  reasonably  satisfied  that the issuance and
sale  of the  Shares  are  exempt  from  the  registration  requirements  of the
Securities Act;

            (m) the Seller  shall have  received all  necessary  consents to the
assignment of customer contracts (as set forth in Section 2.10(c) or 2.14 of the
Disclosure Schedule), which consent may be conditioned on the Closing;

            (n) the  Buyer and its  attorneys,  accountants,  lenders  and other
representatives  and  agents  shall  have  satisfactorily  completed  their  due
diligence investigation of the Seller and the Business;

            (o) the Buyer  shall  have  received  such  other  certificates  and
instruments  (including  certificates  of good  standing  of the  Seller  in its
jurisdiction of organization  and the various foreign  jurisdictions in which it
is qualified, certified charter documents,  certificates as to the incumbency of
officers and the adoption of  authorizing  resolutions)  as it shall  reasonably
request in connection with the Closing;

            (p) the Buyer,  RFK and the members of RFK shall have  entered  into
the RFK Purchase Agreement;

            (q) the Members shall have signed such share exchange agreements and
other documents as the Buyer may reasonably request in connection with the share
exchange transaction currently contemplated by the Buyer;

            (r) the Buyer and its  independent  accountants  have been  provided
with  audited  financial  statements  of  the  Seller,  or  have  obtained  such
information as the Buyer deems necessary or desirable,  in its sole  discretion,
to prepare audited financial  statements of the Seller after the Closing hereof;
and

            (s) each of the Members shall have entered into  agreements with the
Buyer for the transfer of personal goodwill of the Members to the Buyer.

      5.2 Conditions to Obligations of the Seller.  The obligation of the Seller
to consummate the transactions  contemplated by this Agreement to be consummated
at the  Closing is  subject  to the  satisfaction  of the  following  additional
conditions:

            (a) the representations and warranties of the Buyer set forth in the
first  sentence of Section 3.1 and in Section  3.2 and any  representations  and
warranties  of the Buyer


                                      -23-
<PAGE>

set forth in this Agreement  that are qualified as to materiality  shall be true
and correct in all respects, and all other representations and warranties of the
Buyer set forth in this  Agreement  shall be true and  correct  in all  material
respects, in each case as of the date of this Agreement and as of the Closing as
though made as of the  Closing,  except to the extent such  representations  and
warranties  are  specifically  made as of a particular  date (in which case such
representations and warranties shall be true and correct as of such date);

            (b) the Buyer shall have  performed or complied with its  agreements
and covenants  required to be performed or complied with under this Agreement as
of or prior to the Closing;

            (c) no Legal  Proceeding  shall be pending or threatened  wherein an
unfavorable judgment, order, decree, stipulation or injunction would (i) prevent
consummation  of the  transactions  contemplated by this Agreement or (ii) cause
the  transactions  contemplated  by this  Agreement  to be  rescinded  following
consummation,  and no such judgment,  order,  decree,  stipulation or injunction
shall be in effect;

            (d)  the  Buyer  shall  have  delivered  to  the  Seller  the  Buyer
Certificate;

            (e) the Seller  shall have  received  such  other  certificates  and
instruments  (including  certificates  of  good  standing  of the  Buyer  in its
jurisdiction of organization,  certificates as to the incumbency of officers and
the  adoption of  authorizing  resolutions)  as it shall  reasonably  request in
connection with the Closing;

            (f) the Seller shall be reasonably  satisfied  that the issuance and
sale of the Shares,  and any subsequent  transfers of the Shares to the Members,
are exempt from the registration requirements of the Securities Act;

            (g) the Buyer or a  successor  entity  thereto  shall have  received
aggregate  gross  proceeds  of at  least  $4.0  million  from  the  sale  of its
securities; and

            (h) each of the Members shall have entered into  agreements with the
Buyer for the transfer of personal goodwill of the Members to the Buyer.

                                   ARTICLE VI

                             POST-CLOSING COVENANTS

      6.1  Proprietary  Information.  From and after the  Closing,  neither  the
Seller  nor the  Members  shall  disclose  or make use of  (except to pursue its
rights, under this Agreement or the Ancillary  Agreements),  and shall use their
best  efforts to cause all of their  Affiliates  not to disclose or make use of,
any  knowledge,  information  or  documents  of a  confidential  nature  or  not
generally  known to the public with  respect to Acquired  Assets,  the  Seller's
business or the Buyer or its  business  (including  the  financial  information,
technical  information  or data  relating to the Seller's  products and names of
customers of the Seller), as well as filings and testimony (if any) presented in
the course of any  arbitration  of a Dispute  pursuant  to  Section  7.3 and the


                                      -24-
<PAGE>

arbitral  award and the  Arbitrator's  reasons  therefor  relating to the same),
except to the extent that such  knowledge,  information or documents  shall have
become public knowledge other than through improper  disclosure by the Seller or
its  Affiliates;  provided that this Section shall not restrict any Key Employee
from performing his job function with and for the benefit of the Buyer after the
Closing.

      6.2  Solicitation  and Hiring.  During the applicable  Restricted  Period,
neither  the  Seller  nor  any  Member  shall,  either  directly  or  indirectly
(including  through an  Affiliate),  (a) solicit,  hire or attempt to induce any
Restricted Employee to terminate his employment with the Buyer or any subsidiary
of the Buyer;  provided that the  restrictions on the Member (as such) set forth
in this  sentence  shall not apply to any Member who is a Key Employee and whose
employment  is  terminated  by the Company  without Cause (as defined in the Key
Employee's  Employment  Agreement) or who  terminates  his  employment  with the
Company for Good Reason (as defined in the Key Employee's Employment Agreement).

      6.3 Non-Competition.

            (a) During the applicable  Restricted Period,  except at the request
of the  Buyer,  neither  the Seller nor any Member  shall,  either  directly  or
indirectly as a owner, partner, officer, employee,  director,  investor, lender,
consultant,  independent  contractor  or otherwise  (except as the holder of not
more than 5% of the combined voting power of the outstanding stock of a publicly
held company,  and excluding  Seller's ownership interest in Buyer), (i) provide
any service or design, develop, manufacture, market, sell or license any product
anywhere  within the States of Indiana,  Kentucky  or Ohio,  or to any person or
entity  that has been a customer of the  Business of the Seller  within the last
two years,  which is competitive with any service provided or product  designed,
developed (or under development),  manufactured,  sold or licensed by the Seller
as of the  Closing  Date or (ii) engage  anywhere  within the States of Indiana,
Kentucky or Ohio, in any business competitive with the Business of the Seller as
conducted as of the Closing Date; provided that this sentence shall not apply to
any Member who is a Key  Employee  and whose  employment  is  terminated  by the
Company without Cause (as defined in the Key Employee's Employment Agreement) or
who terminates  his  employment  with the Company for Good Reason (as defined in
the Key Employee's Employment Agreement).

            (b)  The  Seller  and  the  Members  agree  that  the  duration  and
geographic scope of the non-competition  provision set forth in this Section 6.3
are reasonable.  In the event that any court determines that the duration or the
geographic  scope, or both, are  unreasonable and that such provision is to that
extent unenforceable,  the Parties agree that the provision shall remain in full
force and effect for the  greatest  time  period and in the  greatest  area that
would not render it unenforceable.  The Parties intend that this non-competition
provision shall be deemed to be a series of separate covenants, one for each and
every  county of each and every  state of the United  States of America and each
and every  political  subdivision  of each and every country  outside the United
States of America where this provision is intended to be effective.

            (c) After the Closing Date, the Seller shall, and shall use its best
efforts  to cause  their  Affiliates  to,  refer  all  inquiries  regarding  the
business, products and services of the Seller to the Buyer.


                                      -25-
<PAGE>

      6.4 Tax Matters.

            (a) All  transfer,  sales,  use,  value added,  stamp,  registration
documentary,  excise, real property transfer or gains, and similar Taxes related
to the sale of the Acquired Assets  contemplated by this Agreement shall be paid
by the Buyer.

            (b) All Tax  liabilities  (other than Income Taxes)  attributable to
the Business  through the Closing Date shall be borne by the Buyer to the extent
that  such  liabilities  are,  in the  aggregate  (collectively,  the  "Reserved
Taxes").  Tax liabilities (other than Income Taxes) attributable to the Business
through the Closing Date in excess of the  Reserved  Taxes shall be borne by the
Seller.

            (c) All Taxes attributable to the Business subsequent to the Closing
shall be the responsibility of the Buyer.

            (d) All real property taxes, personal property taxes, and similar ad
valorem  obligations  levied with respect to the Acquired Assets, and all rents,
utilities  and other  charges  against the Seller with  respect to the  Acquired
Assets,  for a taxable  period that  includes  (but does not end on) the Closing
Date shall be  apportioned  between  the Buyer and the Seller as of the  Closing
Date based upon (i) the number of days of such  taxable  period  included in any
tax period (or portion thereof) ending on or before the close of business on the
Closing Date (the  "Pre-Closing Tax Period") and (ii) the number of days of such
taxable period included in any tax period (or portion  thereof)  beginning after
the Closing Date (the "Post-Closing Tax Period"). The Seller shall be liable for
all such Taxes relating to the  Pre-Closing  Tax Period,  and the Buyer shall be
liable for all such Taxes relating to the Post-Closing Tax Period.

            (e) If either  party  pays any Taxes to be borne by the other  party
under this  Section 6.4, the other party shall  promptly  reimburse  such paying
party for the Taxes paid.  If, in  preparing  Tax returns or payments  after the
Closing, it appears to the Buyer that the Seller will be asked to pay additional
Taxes, the Buyer shall so notify the Seller, and provide the Seller a reasonable
opportunity  to review and comment upon any related Tax Returns  prior to filing
them and paying the Tax. If either party  receives any refunds or credits  which
are the  property of the other party under this  Section  6.4,  such party shall
promptly pay the amount of such refunds or credits to the other party.

            (f)  The  Buyer  shall  make   available   to  the  Seller  and  its
representatives  all records and materials  reasonably required by the Seller to
prepare,  pursue or contest  any Tax  matters  related to  taxable  periods  (or
portions  thereof)  ending  on or before  the  Closing  Date and  shall  provide
reasonable  cooperation  to the  Seller in such  case.  The  Seller  shall  make
available  to the  Buyer  and its  representatives  all  records  and  materials
reasonably  required by the Buyer to prepare,  pursue or contest any Tax matters
arising after the Closing which have factual  reference to the  Pre-Closing  Tax
Period and shall provide reasonable cooperation to the Buyer in such case.

      6.5 Sharing of Data.

            (a) The  Seller  shall  have the right  for a period of seven  years
following the Closing Date to have reasonable access to such books,  records and
accounts,  including financial and tax information,  correspondence,  production
records,  employment records and other records


                                      -26-
<PAGE>

that are  transferred  to the Buyer  pursuant to the terms of this Agreement for
the limited purposes of concluding its involvement in the business  conducted by
the Seller  prior to the Closing  Date and for  complying  with its  obligations
under applicable securities,  tax,  environmental,  employment or other laws and
regulations.  The  Buyer  shall  have  the  right  for a period  of seven  years
following the Closing Date to have reasonable access to those books, records and
accounts,  including financial and accounting records (including the work papers
of  the  Seller's  independent   accountants),   tax  records,   correspondence,
production  records,  employment  records and other records that are retained by
the Seller pursuant to the terms of this Agreement to the extent that any of the
foregoing is needed by the Buyer for the purpose of  conducting  the business of
the Seller after the Closing and complying with its obligations under applicable
securities, tax, environmental,  employment or other laws and regulations.  Each
party shall store, at its cost, such books, records and accounts returned by it,
during  such seven year  period.  Thereafter,  neither  the Buyer nor the Seller
shall destroy any such books,  records or accounts  retained by it without first
providing  the other  Party with the  opportunity  to obtain or copy such books,
records, or accounts at such other Party's expense.

            (b) Promptly  upon  request by the Buyer made at any time  following
the Closing  Date,  the Seller shall  authorize  the release to the Buyer of all
files  pertaining  to  the  Seller,  the  Acquired  Assets  or the  business  or
operations  of  the  Seller  held  by  any  federal,   state,  county  or  local
authorities, agencies or instrumentalities.

      6.6 Use of Name.  For the sole  purpose of acting as an agent of the Buyer
with respect to the ongoing  business of the Buyer or for such other purposes as
the Buyer may approve, to obtain any approval or consent relating to an Assigned
Contract as contemplated  by Section  4.2(c),  and otherwise as may be agreed in
writing by the Buyer,  Strategic shall have a license to use the name "Strategic
Communications,  LLC", "Strategic", or any name reasonably similar thereto after
the Closing Date.

      6.7 Cooperation in Litigation. From and after the Closing Date, each Party
shall  fully  cooperate  with the other in the  defense  or  prosecution  of any
litigation or proceeding already instituted or which may be instituted hereafter
against or by such other Party  relating to or arising out of the conduct of the
business of the Seller or the Buyer  prior to or after the  Closing  Date (other
than  litigation  among the  Parties  and/or  their  Affiliates  arising out the
transactions  contemplated  by  this  Agreement).   The  Party  requesting  such
cooperation  shall  pay  the  reasonable   out-of-pocket  expenses  incurred  in
providing such cooperation (including legal fees and disbursements) by the Party
providing such cooperation and by its officers,  directors,  managers, employees
and agents, and shall reimburse such Party or its officers, directors, managers,
employees  and  agents,  at a  reasonable  rate,  for their  time  spent in such
cooperation in excess of twenty-five hours in the aggregate on such matter.

      6.8  Collection  of Accounts  Receivable.  The Buyer  agrees that it shall
forward promptly to the Seller any monies, checks or instruments received by the
Seller after the Closing Date with  respect to the  accounts  receivable  of the
Seller, as set forth on Section 2.15 of the Disclosure Schedule, or attributable
to the business of the Seller before the Closing  Date.  The Buyer shall provide
to the Seller such reasonable  assistance as the Seller may request with respect
to the collection of any such accounts  receivable,  provided the Seller pay the
reasonable


                                      -27-
<PAGE>

out-of-pocket  expenses of the Buyer and its  officers,  managers and  employees
incurred in providing such assistance.

      6.9 Employees.

            (a)  Effective as of the Closing,  the Seller  shall  terminate  the
employment of each of its employees  designated on Schedule 6.9 attached  hereto
(which may be updated prior to the Closing by the mutual  agreement of the Buyer
and the Seller).  The Buyer shall be permitted to offer  employment to each such
employee,  terminable at the will of the Buyer except as may be set forth in any
employment  agreement  with a Key  Employee.  The Seller  hereby  consent to the
hiring of any such  employees  by the  Buyer and  waives,  with  respect  to the
employment by the Buyer of such  employees,  any claims or rights the Seller may
have  against  the  Buyer  or  any  such  employee  under  any  non-competition,
confidentiality or employment agreement.

            (b) The Buyer and the Seller shall cooperate to substitute the Buyer
for the  Seller as the  contract  holder on all  insurance  contracts  providing
medical or dental benefits for employees of the Seller and their beneficiaries.

            (c) Nothing in this Agreement  shall prevent the Buyer from amending
or terminating any plan maintained by the Buyer under which a former employee of
the Seller is a participant.

      6.10  Enforcement  of Insurance  Claims.  The Seller hereby assigns to the
Buyer the right to pursue and enforce, and hereby irrevocably appoints the Buyer
as its true and  lawful  attorney-in-fact  with full power in the name of and on
behalf of the Seller for the  purpose of  pursuing  and  enforcing,  any and all
rights of the Seller  under any  insurance  policies of the Seller which are not
assigned to the Buyer pursuant to this Agreement with respect to any occurrence,
claim or loss (including any product liability claim) which is the subject of an
indemnity obligation by the Seller to the Buyer under Article VII; provided that
the Buyer may not  exercise  such  right or power  unless  the  Seller  fails to
promptly and  expeditiously  pursue and enforce its rights  under its  insurance
policies with respect to such  occurrence,  claim or loss. The power of attorney
conferred  upon the Buyer by the  Seller  pursuant  to this  Section  6.10 is an
agency  coupled with an interest  and all  authority  conferred  hereby shall be
irrevocable,  and shall not be terminated by the  dissolution or the liquidation
of the Seller or any other act of the Seller.

      6.11  Maintenance of Corporate  Existence;  Distribution of Shares.  For a
period of at least one year  following  the Closing  Date,  the Seller shall not
distribute the Shares or dissolve, or adopt any resolutions or a plan therefor.

      6.12 Assignment and Assumption of NEC Contracts and Lease.  Promptly after
the  Closing,  the Buyer and the Seller shall  exercise  their  Reasonable  Best
Efforts to assign to the Buyer, and to have the Buyer assume,  all of the rights
and  obligations  of the Seller under the NEC contracts (as described in Section
2.14 of the  Disclosure  Schedule)  and the Lease or  alternatively  to have the
Buyer enter into contracts with NEC or a lease (for the real property covered by
the Lease) on terms  substantially  similar to those of the NEC contracts or the
Lease, respectively. The liabilities and obligations of the Seller under the NEC
contracts and the Lease shall be deemed to be Assumed  Liabilities  hereunder to
the extent that the rights of the Seller


                                      -28-
<PAGE>

under the NEC  contracts  and the Lease have been  assigned  to the Buyer or the
Buyer has  entered  into  contracts  with NEC or a lease on terms  substantially
similar to those of the NEC contracts or the Lease, respectively.

                                  ARTICLE VII

                                 INDEMNIFICATION

      7.1 Indemnification by the Seller. The Members, severally and not jointly,
and the Seller,  shall  indemnify  the Buyer (and its  officers,  directors  and
affiliates)  in respect of, and hold the Buyer (and its officers,  directors and
affiliates)  harmless against,  Damages incurred or suffered by the Buyer or any
Affiliate thereof resulting from, relating to or constituting:

            (a)  any  breach,  as of the  date of  this  Agreement  or as of the
Closing  Date,  of any  representation  or  warranty  of the  Seller or  Members
contained in this Agreement,  any Ancillary  Agreement or any other agreement or
instrument  furnished by the Seller or the Members to the Buyer pursuant to this
Agreement;

            (b) any failure to perform any  covenant or  agreement of the Seller
or the Members  contained  in this  Agreement,  any  Ancillary  Agreement or any
agreement or  instrument  furnished by the Seller to the Buyer  pursuant to this
Agreement;  it being agreed and understood  that if Seller fails to obtain as of
Closing  one or more  consents  to the  assignment  of  customer  contracts  and
provides  notice to the Buyer of such  failure (in  writing) and Buyer elects to
effect the Closing  notwithstanding the absence of such consents,  then, so long
as Seller is not in  violation  of Section  4.2,  the Seller shall not be liable
following  the Closing for the  failure to obtain the consent to  assignment  of
such customer contracts.

            (c) any  Retained  Liabilities  and any  "Retained  Liabilities"  as
defined in the RFK Purchase Agreement;

            (d) the failure of the Buyer and the Seller,  in connection with the
sale  of the  Acquired  Assets  by the  Seller  to the  Buyer  pursuant  to this
Agreement,  to comply with,  and obtain for the Buyer the  benefits  afforded by
compliance with, any applicable bulk transfers laws;

            (e)  any  breach,  as of the  date of  this  Agreement  or as of the
Closing Date, of any  representation or warranty of RFK or its members contained
in the RFK Purchase Agreement,  or any ancillary agreement or instrument thereto
furnished  by RFK or its  members  to the  Buyer  pursuant  to the RFK  Purchase
Agreement; or

            (f) any failure to perform any  covenant or  agreement of RFK or its
members  contained in the RFK Purchase  Agreement or any ancillary  agreement or
instrument  thereto furnished by RFK or its members to the Buyer pursuant to the
RFK Purchase Agreement.

      7.2  Indemnification  by the Buyer.  The Buyer shall  indemnify the Seller
(and their  officers,  directors and  affiliates) in respect of, and hold Seller
(and its  officers,  directors and  affiliates)  harmless  against,  any and all
Damages  incurred  or  suffered  by the Seller  resulting  from,  relating to or
constituting:


                                      -29-
<PAGE>

            (a)  any  breach,  as of the  date of  this  Agreement  or as of the
Closing Date, of any  representation  or warranty of the Buyer contained in this
Agreement,  any  Ancillary  Agreement  or  any  other  agreement  or  instrument
furnished by the Buyer to the Seller pursuant to this Agreement;

            (b) any failure to perform any  covenant or  agreement  of the Buyer
contained in this Agreement,  any Ancillary  Agreement or any other agreement or
instrument furnished by the Buyer to the Seller pursuant to this Agreement; or

            (c) any Assumed Liabilities.

      7.3 Indemnification Claims.

            (a) An  Indemnified  Party shall give  written  notification  to the
Indemnifying  Party  of  the  commencement  of  any  Third  Party  Action.  Such
notification  shall be given  within 20 days after  receipt  by the  Indemnified
Party of notice of such Third Party  Action,  and shall  describe in  reasonable
detail (to the extent known by the Indemnified Party) the facts constituting the
basis  for such  Third  Party  Action  and the  amount of the  claimed  damages;
provided, however, that no delay or failure on the part of the Indemnified Party
in so notifying the Indemnifying  Party shall relieve the Indemnifying  Party of
any  liability  or  obligation  hereunder  except to the extent of any damage or
liability  caused  by or  arising  out of such  failure.  Within  20 days  after
delivery of such  notification,  the Indemnifying Party may, upon written notice
thereof to the  Indemnified  Party,  assume control of the defense of such Third
Party Action with counsel  reasonably  satisfactory  to the  Indemnified  Party;
provided that (i) the Indemnifying Party may only assume control of such defense
if (A) it acknowledges in writing to the Indemnified Party that any Damages that
may be assessed  against the  Indemnified  Party in  connection  with such Third
Party  Action  constitute  Damages  for which  the  Indemnified  Party  shall be
indemnified  pursuant to this Article VII and (B) the amount of damages  claimed
is less than or equal to the amount of Damages for which the Indemnifying  Party
is liable under this Article VII and (ii) the Indemnifying  Party may not assume
control of the defense of Third Party Action involving  criminal liability or in
which  equitable  relief  is  sought  against  the  Indemnified  Party.  If  the
Indemnifying  Party does not, or is not permitted  under the terms hereof to, so
assume  control of the defense of a Third Party Action,  the  Indemnified  Party
shall control such defense.  The  Non-controlling  Party may participate in such
defense at its own expense. The Controlling Party shall keep the Non-controlling
Party  advised of the status of such Third Party Action and the defense  thereof
and shall  consider in good faith  recommendations  made by the  Non-controlling
Party  with  respect  thereto.  The  Non-controlling  Party  shall  furnish  the
Controlling  Party  with such  information  as it may have with  respect to such
Third Party Action (including copies of any summons, complaint or other pleading
which may have been served on such party and any written claim, demand, invoice,
billing or other document  evidencing or asserting the same) and shall otherwise
cooperate  with and assist the  Controlling  Party in the  defense of such Third
Party  Action.  Notwithstanding  any  other  provision  of this  Agreement,  the
reasonable fees and expenses of counsel to the Indemnified Party with respect to
a Third Party Action shall be considered  Damages for purposes of this Agreement
if (i) the  Indemnified  Party  controls  the defense of such Third Party Action
pursuant  to the terms of this  Section  7.3(a) or (ii) the  Indemnifying  Party
assumes control of such defense and the Indemnified  Party reasonably  concludes
that the Indemnifying Party and the Indemnified Party have conflicting interests
or


                                      -30-
<PAGE>

different  defenses  available  with  respect to such Third  Party  Action.  The
Indemnifying  Party  shall not agree to any  settlement  of, or the entry of any
judgment  arising from, any Third Party Action without the prior written consent
of the Indemnified Party, which shall not be unreasonably withheld,  conditioned
or  delayed.  If the  Indemnified  Party  withholds  its  consent  to  any  such
settlement or entry of judgment which settlement or entry of judgment relates to
cash  Damages  only,  then  the  liability  of  the  Indemnifying  Party  to the
Indemnified  Party with respect to the matter which would have been concluded or
settled  shall be limited to the amount for which such  matters  could have been
concluded  or  settled  but for the  fact the  Indemnified  Party  withheld  its
consent.  The  Indemnified  Party shall not agree to any  settlement  of, or the
entry of any judgment  arising  from,  any such Third Party  Action  without the
prior written consent of the Indemnifying Party, which shall not be unreasonably
withheld, conditioned or delayed.

            (b) In order to seek  indemnification  under this  Article  VII,  an
Indemnified Party shall deliver a Claim Notice to the Indemnifying Party. If the
Indemnified  Party is the Buyer, the Indemnifying  Party shall deliver a copy of
the Claim Notice to both the Seller and the Escrow Agent.

            (c)  Within  20  days  after   delivery  of  a  Claim  Notice,   the
Indemnifying  Party shall deliver to the Indemnified Party a Response,  in which
the Indemnifying  Party shall: (i) agree that the Indemnified  Party is entitled
to  receive  all of the  Claimed  Amount (in which  case the  Response  shall be
accompanied by a payment by the Indemnifying  Party to the Indemnified  Party of
the  Claimed  Amount,  by  check  or by  wire  transfer;  provided  that  if the
Indemnified Party is the Buyer, the Indemnifying Party and the Indemnified Party
shall deliver to the Escrow Agent,  within three days  following the delivery of
the Response,  a written notice executed by both parties  instructing the Escrow
Agent to  disburse  to the Buyer an amount  from the  Escrow  Fund  equal to the
Claimed  Amount),  (ii) agree that the Indemnified  Party is entitled to receive
the Agreed Amount (in which case the Response  shall be accompanied by a payment
by the  Indemnifying  Party to the  Indemnified  Party of the Agreed Amount,  by
check or by wire transfer;  provided that if the Indemnified Party is the Buyer,
the  Indemnifying  Party and the  Indemnified  Party shall deliver to the Escrow
Agent,  within  three days  following  the delivery of the  Response,  a written
notice executed by both parties  instructing the Escrow Agent to disburse to the
Buyer  from the  Escrow  Fund an amount  equal to the  Agreed  Amount)  or (iii)
dispute  that the  Indemnified  Party is  entitled to receive any of the Claimed
Amount.

            (d) During the 30-day  period  following  the delivery of a Response
that reflects a Dispute,  the Indemnifying Party and the Indemnified Party shall
use good faith  efforts to resolve the  Dispute.  If the Dispute is not resolved
within such 30-day period,  the  Indemnifying  Party and the  Indemnified  Party
shall  discuss  in  good  faith  the   submission  of  the  Dispute  to  binding
arbitration,  and if the Indemnifying  Party and the Indemnified  Party agree in
writing  to submit the  Dispute  to such  arbitration,  then the  provisions  of
Section  7.3(e)  shall  become  effective  with  respect  to such  Dispute.  The
provisions of this Section 7.3(d) shall not obligate the Indemnifying  Party and
the Indemnified Party to submit to arbitration or any other alternative  dispute
resolution  procedure  with  respect to any  Dispute,  and in the  absence of an
agreement by the Indemnifying  Party and the Indemnified  Party to arbitrate any
Dispute,  such Dispute  shall be resolved in a state or federal court sitting in
the  Commonwealth  of  Kentucky,  in  accordance  with  Section  10.12.  If  the
Indemnified Party is the Buyer, the Indemnifying Party and the Indemnified Party
shall deliver to the Escrow  Agent,  promptly  following  the  resolution


                                      -31-
<PAGE>

of the Dispute (whether by mutual agreement,  arbitration,  judicial decision or
otherwise),  a written notice  executed by both parties  instructing  the Escrow
Agent as to what (if any)  portion of the Escrow Fund shall be  disbursed to the
Buyer (which notice shall be consistent  with the terms of the resolution of the
Dispute).

            (e) If, as set forth in Section 7.3(d),  the  Indemnified  Party and
the Indemnifying Party agree to submit any Dispute to binding  arbitration,  the
arbitration  shall  be  conducted  by the  Arbitrator  in  accordance  with  the
Commercial Rules in effect from time to time and the following provisions:

                  (i) In the event of any conflict  between the Commercial Rules
in effect from time to time and the provisions of this Agreement, the provisions
of this Agreement shall prevail and be controlling.

                  (ii) The parties  shall  commence the  arbitration  by jointly
filing a written submission with the office of the AAA having responsibility for
matters to be arbitrated in Louisville,  Kentucky, in accordance with Commercial
Rule 5 (or any successor provision).

                  (iii) No depositions or other  discovery shall be conducted in
connection with the arbitration.

                  (iv)  Not  later  than 30 days  after  the  conclusion  of the
arbitration  hearing, the Arbitrator shall prepare and distribute to the parties
a  writing  setting  forth  the  arbitral  award  and the  Arbitrator's  reasons
therefor.  Any award rendered by the Arbitrator  shall be final,  conclusive and
binding  upon the parties,  and judgment  thereon may be entered and enforced in
any court of competent  jurisdiction  (subject to Section 10.12),  provided that
the  Arbitrator  shall have no power or  authority to grant  injunctive  relief,
specific performance or other equitable relief.

                  (v) The Arbitrator shall have no power or authority, under the
Commercial Rules or otherwise,  to (x) modify or disregard any provision of this
Agreement,  including the provisions of this Section  7.3(e),  or (y) address or
resolve any issue not submitted by the parties.

                  (vi) In connection with any arbitration proceeding pursuant to
this  Agreement,  each party shall bear its own costs and expenses,  except that
the fees and costs of the AAA and the  Arbitrator,  the costs  and  expenses  of
obtaining the facility  where the  arbitration  hearing is held,  and such other
costs and expenses as the Arbitrator may determine to be directly related to the
conduct of the arbitration and appropriately borne jointly by the parties (which
shall not include any party's  attorneys' fees or costs,  witness fees (if any),
costs of  investigation  and similar  expenses)  shall be shared  equally by the
Indemnified Party and the Indemnifying Party.

            (f)  Notwithstanding  the other provisions of this Section 7.3, if a
third party asserts (other than by means of a lawsuit) that an Indemnified Party
is liable to such  third  party for a  monetary  or other  obligation  which may
constitute or result in Damages for which such Indemnified Party may be entitled
to  indemnification  pursuant to this Article VII,  and such  Indemnified  Party
reasonably  determines  that it has a valid  business  reason  to  fulfill  such


                                      -32-
<PAGE>

obligation,  then (i) such  Indemnified  Party shall be entitled to satisfy such
obligation,  without prior notice to or consent from the Indemnifying Party, and
(ii) such Indemnified Party may subsequently make a claim for indemnification in
accordance with the provisions of this Article VII, and shall be reimbursed,  in
accordance  with the  provisions  of this  Article VII, for any such Damages for
which it is entitled to indemnification pursuant to this Article VII (subject to
the  right  of  the  Indemnifying  Party  to  dispute  the  Indemnified  Party's
entitlement  to  indemnification,  or the  amount  for which it is  entitled  to
indemnification, under the terms of this Article VII).

            (g) Any amounts to be disbursed by the Escrow Agent  hereunder shall
first be satisfied against the Value of the Escrow Shares and second against any
other assets held in the Escrow Fund.

      7.4 Survival of Representations  and Warranties.  All  representations and
warranties that are covered by the indemnification  agreements in Section 7.1(a)
and (e) and Section 7.2(a) shall (a) survive the Closing and (b) shall expire on
the date that is eighteen (18) months  following  the Closing Date,  except that
(i) the  representations and warranties set forth in Sections 2.1, 2.2, 2.3, 3.1
and 3.2, and Sections  2.1,  2.2 and 2.3 of the RFK  Purchase  Agreement,  shall
survive  the  Closing  without  limitation  and  (ii)  the  representations  and
warranties  set forth in Sections 2.9,  2.20 and 2.21 of this  Agreement and the
RFK Purchase  Agreement shall survive until 30 days following  expiration of all
statutes of  limitation  applicable  to the matters  referred to therein.  If an
Indemnified  Party delivers to an  Indemnifying  Party,  before  expiration of a
representation  or  warranty,  either a Claim Notice based upon a breach of such
representation  or warranty,  or an Expected Claim Notice based upon a breach of
such representation or warranty, then the applicable  representation or warranty
shall  survive  until,  but only for purposes of, the  resolution  of the matter
covered by such notice. If the legal proceeding or written claim with respect to
which an  Expected  Claim  Notice has been given is  definitively  withdrawn  or
resolved in favor of the Indemnified Party, the Indemnified Party shall promptly
so notify the Indemnifying  Party; and if the Indemnified  Party has delivered a
copy of the Expected Claim Notice to the Escrow Agent and Escrow Funds have been
retained  in  escrow  after  the  Termination  Date (as  defined  in the  Escrow
Agreement) with respect to such Expected Claim Notice,  the  Indemnifying  Party
and the Indemnified  Party shall promptly  deliver to the Escrow Agent a written
notice  executed by both parties  instructing  the Escrow Agent to disburse such
retained  Escrow Fund in accordance  with such  withdrawal or resolution and the
terms of the Escrow Agreement.  The rights to indemnification  set forth in this
Article VII shall not be affected by (i) any  investigation  conducted  by or on
behalf of an  Indemnified  Party or any knowledge  acquired (or capable of being
acquired)  by an  Indemnified  Party,  whether  before or after the date of this
Agreement  or the  Closing  Date  (including  through  supplemental  information
provided  pursuant  to by  Section  4.6),  with  respect  to the  inaccuracy  or
noncompliance with any representation, warranty, covenant or obligation which is
the subject of  indemnification  hereunder or (ii) any waiver by an  Indemnified
Party of any closing condition  relating to the accuracy of any  representations
and  warranties  or  the  performance  of  or  compliance  with  agreements  and
covenants.

      7.5 Treatment of Indemnity  Payments.  Any payments made to an Indemnified
Party pursuant to this Article VII or pursuant to the Escrow  Agreement shall be
treated as an adjustment to the Purchase Price for tax purposes.


                                      -33-
<PAGE>

      7.6 Limitations.

            (a) For purposes solely of this Article VII, all representations and
warranties of the Parties  (other than Sections 2.7 and 2.28) shall be construed
as if the term  "material" and any reference to "Material  Adverse  Effect" (and
variations thereof) were omitted from such representations and warranties.

            (b) The  Parties  agree  that  their  exclusive  remedy at law for a
breach of this Agreement by any other Party shall be this Article VII.

            (c)  Notwithstanding  any other  provisions of this  Agreement,  the
Buyer  agrees that the  Seller's and the  Members'  obligations  under  Sections
7.1(a)  and (e) shall be limited  solely to the  Escrow  Fund held by the Escrow
Agent, and any  indemnification  payments under Sections 7.1(a) and (e) shall be
limited to the Escrow  Fund  (based on the Value of the Escrow  Shares  plus any
other cash or property  then held in the Escrow  Fund) in  satisfaction  of such
indemnification  claim; provided that the limitations set forth in this sentence
shall not apply to a claim  pursuant to Section  7.1(a)  relating to a breach of
the  representations  and  warranties  set forth in Sections 2.1, 2.2, 2.3, 2.9,
2.20 or 2.21 of this Agreement or the RFK Purchase Agreement.

            (d)  Notwithstanding  any other  provisions of this  Agreement,  the
Seller agrees that the Buyer's obligations under Section 7.2(a) shall be limited
solely to an amount equal to the value of the Escrow  Shares based on an assumed
value of $1.00 per share calculated as of the date of Closing; provided that the
limitations  set forth in this sentence  shall not apply to a claim  pursuant to
Section 7.2 relating to a breach of the representations and warranties set forth
in Sections 3.1 or 3.2.

            (e) The  Seller  and  the  Members  shall  have  no  liability  (for
indemnification  or otherwise) with respect to claims under Section 7.1(a) until
the total of all Damages with respect to such matters exceeds $50,000,  at which
point  the  Seller  and the  Members  shall be liable  for any and all  Damages.
However, the restrictions of this paragraph will not apply to any claim pursuant
to Section 7.1(a) relating to a breach of the representations and warranties set
forth in Sections 2.1, 2.2, 2.3, 2.6 (last sentence only),  2.9, 2.20 or 2.21 of
this Agreement or the RFK Purchase Agreement.

            (f) The  Buyer  shall  have no  liability  (for  indemnification  or
otherwise)  with respect to claims under  Section  7.2(a) until the total of all
Damages with respect to such matters exceeds  $50,000,  at which point the Buyer
shall be liable  for any and all  Damages.  However,  the  restrictions  of this
paragraph will not apply to any claim  pursuant to Section 7.2(a)  relating to a
breach of the representations and warranties set forth in Sections 3.1 or 3.2.

            (g) No Member shall have any personal  liability or  indemnification
obligation  under this  Article VII for (i) any breach or  violation  of Section
6.1,  6.2 or 6.3 by a person other than the Member  (provided  that this Section
7.6(g)  does not  limit the  availability  of the  Escrow  Fund to the Buyer for
breaches or violations of such section(s)),  and (ii) any amount (including such
Member's pro rata share of the Escrow Fund)  greater than the product of (x) (A)
$562,500.00 plus (B) $200,000 or, if less, the value of 200,000 Shares as of the
date payment for


                                      -34-
<PAGE>

indemnification  is made,  times (y) such Member's  ownership  percentage of the
Seller as of the date of Closing.

            (h) Buyer must first seek to satisfy any claim by the Buyer  against
the Seller or,  with  respect to any claim by the Buyer  against a given  Member
under this Article VII,  against any of the Shares (at the Value  thereof)  then
held by such Member (or, if such Shares have not been distributed to such Member
by the Seller, by such Member's (and only such Member's) pro-rata portion of the
total number of Shares issued to the Seller on the Closing  Date,  based on such
Member's ownership percentage of the Seller (considered together) as of the date
of Closing less any Shares that have been sold by the Seller at the direction of
such Member),  and with respect to matters exceeding such Value,  Buyer may seek
cash to satisfy such claim  (subject to the  aggregate  limitation  set forth in
Section 7.6(g)(ii) above).

            (i) Nothing  herein  shall be  construed to restrict the remedies of
the  Buyer  against  RFK or its  members  under  the  terms of the RFK  Purchase
Agreement,  with  respect  to any  breach  of any  representation,  warranty  or
covenant of RFK and its members in the RFK Purchase Agreement.

                                  ARTICLE VIII

                                   TERMINATION

      8.1  Termination  of Agreement.  The Parties may terminate  this Agreement
prior to the Closing, as provided below:

            (a) the Parties  may  terminate  this  Agreement  by mutual  written
consent;

            (b) the Buyer may terminate  this Agreement by giving written notice
to the  Seller  in the  event  the  Seller  or any  Member  is in  breach of any
representation,  warranty  or covenant  contained  in this  Agreement,  and such
breach (i)  individually  or in  combination  with any other such breach,  would
cause the  conditions  set forth in clauses  (b) or (c) of Section 5.1 not to be
satisfied and (ii) is not cured within 20 days  following  delivery by the Buyer
to the Seller of written notice of such breach;

            (c) the Seller may terminate this Agreement by giving written notice
to the Buyer in the event the Buyer is in breach of any representation, warranty
or covenant contained in this Agreement,  and such breach (i) individually or in
combination with any other such breach,  would cause the conditions set forth in
clauses  (a) or (b) of  Section  5.2 not to be  satisfied  and (ii) is not cured
within 20 days  following  delivery by the Seller to the Buyer of written notice
of such breach;

            (d) the Buyer may terminate  this Agreement by giving written notice
to the Seller if the Closing shall not have  occurred on or before  November 15,
2007 by reason of the  failure of any  condition  precedent  under  Section  5.1
(unless  the  failure  results  primarily  from a  breach  by the  Buyer  of any
representation, warranty or covenant contained in this Agreement); or


                                      -35-
<PAGE>

            (e) the Seller may terminate this Agreement by giving written notice
to the Buyer if the Closing  shall not have  occurred on or before  November 15,
2007 by reason of the  failure of any  condition  precedent  under  Section  5.2
(unless the failure results primarily from a breach by the Seller or a Member of
any representation, warranty or covenant contained in this Agreement).

      8.2 Effect of  Termination.  If either  Party  terminates  this  Agreement
pursuant  to  Section  8.1,  all  obligations  of the  Parties  hereunder  shall
terminate  without any  liability of either Party to the other Party (except for
any liability of a Party for breaches of this Agreement).

                                   ARTICLE IX

                                   DEFINITIONS

      For purposes of this Agreement, each of the following terms shall have the
meaning set forth below.

      "AAA" shall mean the American Arbitration Association.

      "Acquired  Assets" shall mean all of the assets,  properties and rights of
the  Seller  existing  as of  the  Closing,  other  than  the  Excluded  Assets,
including:

            (a)  all  computers,   machinery,   equipment,  tools  and  tooling,
furniture, fixtures, supplies, leasehold improvements,  motor vehicles and other
tangible personal property;

            (b)  all  leaseholds  and   subleaseholds  in  real  property,   and
easements, rights-of-way and other appurtenants thereto;

            (c) all Intellectual Property;

            (d) all rights under Assigned Contracts;

            (e) all claims,  prepayments,  deposits,  refunds, causes of action,
chooses  in  action,  rights  of  recovery,  rights  of  setoff  and  rights  of
recoupment;

            (f)  all  books,  records,  accounts,   ledgers,  files,  documents,
correspondence,  lists  (including  customer  and  prospect  lists),  employment
records,  manufacturing and procedural manuals,  Intellectual  Property records,
sales and promotional materials,  studies,  reports and other printed or written
materials; and

            (g) all  rights of the  Seller  in and with  respect  to the  assets
associated with its medical and dental Employee Benefit Plans.

      "Affiliate"  shall mean any affiliate,  as defined in Rule 12b-2 under the
Exchange Act.

      "Agreed Amount" shall mean an amount agreed upon by the Indemnifying Party
and the Indemnified Party.


                                      -36-
<PAGE>

      "Ancillary  Agreements" shall mean the Escrow Agreement,  the bill of sale
and other instruments of conveyance referred to in Section 1.5(b)(iii),  and the
instrument  of  assumption  and  other   instruments   referred  to  in  Section
1.5(b)(iv).

      "Arbitrator" shall mean a single arbitrator  selected by the Buyer and the
Seller in accordance with the Commercial Rules.

      "Assigned Contracts" shall mean the customer contracts, supplier contracts
and  vendor  contracts  listed  on  Section  2.14  of  the  Disclosure  Schedule
(excepting those vendor contracts that are specifically  indicated as excluded),
and the  Lease  described  in  Section  2.12 of the  Disclosure  Schedules.  The
Assigned  Contracts shall include no more than $500,000 of accounts  payable and
other payment obligations (including obligations under the Leases) accrued as of
the time of Closing and shall be listed with specificity on Schedule 2.14 of the
Disclosure Schedule.

      "Assumed Liabilities" shall mean (a) all obligations of the Seller arising
after the Closing under the Assigned  Contracts,  other than any liabilities for
any  breach,  act or  omission  by the  Seller  prior to the  Closing  under any
Assigned Contract,  (b) vacation accrued by employees,  customer retention bonus
and  non-owner  discretionary  profit  sharing  plan,  in each  case  based on a
bi-weekly  accrual  from  January 1, 2007 to the Closing Date as accepted by the
Buyer, and (c) any liability for Taxes in accordance with Sections 6.4(a),  (b),
(c) and (d).

      "Business" means any of the following, to the extent actually conducted by
the Seller: (i) computer systems management (sales,  service and support);  (ii)
computer  telephony  integration;  (iii) telephone  systems  management  (sales,
service and  support);  (iv)  cabling;  (v) software  development;  (vi) network
engineering,  design and project  management;  and (vii)  provision or resale of
LAN/WAN services.

      "Buyer"  shall have the meaning set forth in the first  paragraph  of this
Agreement.

      "Buyer  Certificate"  shall mean a certificate  to the effect that each of
the  conditions  specified  in clauses (a)  through  (c)  (insofar as clause (c)
relates to Legal Proceedings involving the Buyer) of Section 5.2 is satisfied in
all respects.

      "Buyer  Common  Stock"  shall  mean  the  common  shares  of the  Buyer or
following  the  Closing,  the common  stock,  $0.0001  par value,  of the Public
Company.

      "Cash  Consideration"  has the  meaning  set forth in Section  1.3 of this
Agreement.

      "CERCLA"  shall mean the  federal  Comprehensive  Environmental  Response,
Compensation and Liability Act of 1980, as amended.

      "Claim  Notice"  shall mean  written  notification  which  contains  (i) a
description of the Damages incurred or reasonably expected to be incurred by the
Indemnified  Party and the Claimed  Amount of such  Damages,  to the extent then
known,   (ii)  a   statement   that  the   Indemnified   Party  is  entitled  to
indemnification under Article VII for such Damages and a reasonable  explanation
of the basis  therefor,  and (iii) a demand  for  payment  in the amount of such
Damages.


                                      -37-
<PAGE>

      "Claimed  Amount"  shall  mean  the  amount  of any  Damages  incurred  or
reasonably expected to be incurred by the Indemnified Party.

      "Closing" shall mean the closing of the transactions  contemplated by this
Agreement.

      "Closing   Date"  shall  mean  the  date  two  business   days  after  the
satisfaction  or  waiver  of all of the  conditions  to the  obligations  of the
Parties to  consummate  the  transactions  contemplated  hereby  (excluding  the
delivery at the Closing of any of the documents set forth in Article V), or such
other date as may be mutually agreeable to the Parties.

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

      "Commercial Rules" shall mean the Commercial Arbitration Rules of the AAA.

      "Controlling  Party" shall mean the party  controlling  the defense of any
Third Party Action.

      "Customer  Offerings"  shall  mean (a) the  services  that the  Seller (i)
currently provides or makes available to third parties,  or (ii) has provided or
made  available  to third  parties  within the  previous  four  years,  or (iii)
currently  plans to provide or make available to third parties in the future and
(b) the  products  (including  Software and  Documentation)  that the Seller (i)
currently develops,  manufactures,  markets, distributes, makes available, sells
or  licenses  to or for  third  parties,  or (ii) has  developed,  manufactured,
marketed,  distributed, made available, sold or licensed to or for third parties
within  the  previous  four  years,   or  (iii)   currently  plans  to  develop,
manufacture, market, distribute, make available, sell or license to or for third
parties in the future.

      "Damages" shall mean any and all debts,  obligations and other liabilities
(whether absolute, accrued,  contingent, fixed or otherwise, or whether known or
unknown,  or due or to become due or otherwise),  diminution in value,  monetary
damages, fines, fees, penalties, interest obligations,  deficiencies, losses and
expenses (including amounts paid in settlement,  interest, court costs, costs of
investigators, reasonable fees and expenses of attorneys, accountants, financial
advisors and other experts, and other expenses of litigation),  other than those
costs and expenses of arbitration of a Dispute which are to be shared equally by
the  Indemnified  Party  and the  Indemnifying  Party as set  forth  in  Section
7.3(e)(vi).

      "Disclosure  Schedule" shall mean the disclosure  schedule provided by the
Seller to the Buyer on the date hereof and accepted in writing by the Buyer.

      "Dispute" shall mean the dispute resulting if the Indemnifying  Party in a
Response disputes its liability for all or part of the Claimed Amount.

      "Documentation"  shall  mean  printed,  visual  or  electronic  materials,
reports, white papers, documentation, specifications, designs, flow charts, code
listings, instructions, user manuals, frequently asked questions, release notes,
recall notices, error logs, diagnostic reports, marketing materials,  packaging,
labeling,  service manuals and other information  describing the use, operation,
installation,  configuration,  features,  functionality,  pricing,  marketing or
correction of a product, whether or not provided to end user.


                                      -38-
<PAGE>

      "Employee Benefit Plan" shall mean any "employee pension benefit plan" (as
defined in Section  3(2) of ERISA),  any  "employee  welfare  benefit  plan" (as
defined in Section 3(1) of ERISA), and any other written or oral plan, agreement
or arrangement  involving direct or indirect  compensation,  including insurance
coverage,  severance  benefits,   disability  benefits,  deferred  compensation,
bonuses,  stock options,  stock purchase,  phantom stock,  stock appreciation or
other forms of incentive compensation or post-retirement compensation.

      "Employment Agreements" shall have the meaning set forth in the recitals.

      "Environmental  Law" shall mean any federal,  state or local law, statute,
rule,  order,  directive,  judgment,  Permit or  regulation  or the  common  law
relating to the  environment,  occupational  health and  safety,  or exposure of
persons or  property  to  Materials  of  Environmental  Concern,  including  any
statute,  regulation,  administrative  decision or order  pertaining to: (i) the
presence of or the treatment,  storage,  disposal,  generation,  transportation,
handling, distribution,  manufacture, processing, use, import, export, labeling,
recycling,   registration,   investigation   or   remediation  of  Materials  of
Environmental Concern or documentation related to the foregoing; (ii) air, water
and noise pollution; (iii) groundwater and soil contamination; (iv) the release,
threatened release, or accidental release into the environment, the workplace or
other  areas  of  Materials  of  Environmental  Concern,   including  emissions,
discharges, injections, spills, escapes or dumping of Materials of Environmental
Concern;  (v) transfer of interests in or control of real property  which may be
contaminated; (vi) community or worker right-to-know disclosures with respect to
Materials of Environmental  Concern;  (vii) the protection of wild life,  marine
life and wetlands, and endangered and threatened species;  (viii) storage tanks,
vessels,   containers,   abandoned  or   discarded   barrels  and  other  closed
receptacles;  and (ix) health and safety of employees and other persons. As used
above, the term "release" shall have the meaning set forth in CERCLA.

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

      "ERISA  Affiliate"  shall mean any entity  which is, or at any  applicable
time was, a member of (1) a  controlled  group of  corporations  (as  defined in
Section  414(b) of the Code),  (2) a group of trades or businesses  under common
control (as defined in Section 414(c) of the Code), or (3) an affiliated service
group (as defined  under  Section  414(m) of the Code or the  regulations  under
Section 414(o) of the Code), any of which includes or included the Seller.

      "Escrow  Agent"  shall  mean the  escrow  agent  designated  in the Escrow
Agreement.

      "Escrow  Agreement" shall mean an escrow  agreement in  substantially  the
form attached hereto as Exhibit D.

      "Escrow Fund" shall mean $400,000 of the Cash Consideration and the Escrow
Shares or any cash, securities or property received with respect to, in exchange
for, or upon the sale of such shares.

      "Escrow Shares" shall mean 200,000 of the Shares.


                                      -39-
<PAGE>

      "Exchange Act" means the Securities  Exchange Act of 1934, as amended,  or
any successor  federal statute,  and the rules and regulations of the SEC issued
under such Act, as they each may, from time to time, be in effect.

      "Excluded Assets" shall mean the following assets of the Seller:

            (a)  the  limited   liability   charter  and  governing   documents,
qualifications  to conduct  business as a foreign limited  liability  company or
entity,  arrangements with registered agents relating to foreign qualifications,
taxpayer  and  other  identification  numbers,  seals,  minute  books,  share or
security  transfer books and other documents  relating to the  organization  and
existence of the Seller as limited liability companies;

            (b) all rights relating to refunds, recovery or recoupment of Taxes;

            (c) all cash, short-term  investments,  deposits,  bank accounts and
other similar assets;

            (d) all  trade  and other  accounts  receivable  and notes and loans
receivable  that are payable to the Seller,  and all rights to unbilled  amounts
for products delivered or services provided,  together with any security held by
the Seller for the payment thereof; and

            (e) any of the rights of the Seller  under this  Agreement  or under
the Ancillary Agreements; and

            (f) prepayments by Seller on insurance policies not assumed.

      "Expected  Claim  Notice" shall mean a notice that, as a result of a legal
proceeding  instituted by or written claim made by a third party, an Indemnified
Party  reasonably  expects  to  incur  Damages  for  which  it  is  entitled  to
indemnification under Article VII.

      "Financial  Statements"  shall mean the balance  sheets and  statements of
income, changes in Members' equity and cash flows of the Seller as of the end of
and for each of the years ended June 30, 2005, June 30, 2006, and June 30, 2007.

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

      "Governmental  Entity"  shall  mean  any  court,  arbitrational  tribunal,
administrative   agency  or  commission  or  other  governmental  or  regulatory
authority or agency.

      "Income  Taxes" means any and all income taxes  (together with any and all
interest,  penalties,  and  additional  amounts  imposed with  respect  thereto)
imposed by any government or taxing authority.

      "Indemnified  Party"  shall  mean a party  entitled,  or seeking to assert
rights, to indemnification under Article VII of this Agreement.

      "Indemnifying  Party"  shall mean the party from whom  indemnification  is
sought by the Indemnified Party.


                                      -40-
<PAGE>

      "Intellectual Property" shall mean the following subsisting throughout the
world:

            (a) Patent Rights;

            (b) Trademarks and all goodwill in the Trademarks;

            (c) copyrights,  designs, data and database rights and registrations
and applications for registration thereof, including moral rights of authors;

            (d) mask works and  registrations  and applications for registration
thereof and any other rights in  semiconductor  topologies under the laws of any
jurisdiction;

            (e)   inventions,   invention   disclosures,   statutory   invention
registrations,  trade secrets and confidential business  information,  know-how,
manufacturing  and product  processes and  techniques,  research and development
information,   financial,   marketing  and  business  data,   pricing  and  cost
information,  business and marketing  plans and customer and supplier  lists and
information,  whether  patentable or  nonpatentable,  whether  copyrightable  or
noncopyrightable and whether or not reduced to practice; and

            (f)  other  proprietary  rights  relating  to any  of the  foregoing
(including  remedies  against  infringement  thereof and rights of protection of
interest therein under the laws of all jurisdictions).

      "Key Employees"  means Richard C. Mills and any other employee  designated
as such by the Buyer at Closing.

      "Lease"  shall  mean any lease or  sublease  pursuant  to which the Seller
leases or subleases from another party any real property.

      "Legal  Proceeding"  shall  mean  any  action,  suit,  proceeding,  claim,
arbitration  or  investigation  before  any  Governmental  Entity or before  any
arbitrator.

      "Materials  of   Environmental   Concern"  shall  mean  any:   pollutants,
contaminants  or hazardous  substances (as such terms are defined under CERCLA),
pesticides (as such term is defined under the Federal Insecticide, Fungicide and
Rodenticide  Act),  solid wastes and hazardous wastes (as such terms are defined
under the Resource Conservation and Recovery Act),  chemicals,  other hazardous,
radioactive  or toxic  materials,  oil,  petroleum and  petroleum  products (and
fractions thereof),  or any other material (or article containing such material)
listed or subject to regulation under any law, statute, rule, regulation, order,
Permit, or directive due to its potential,  directly or indirectly,  to harm the
environment or the health of humans or other living beings.

      "Most Recent  Balance Sheet" shall mean the balance sheet of the Seller as
of the Most Recent Balance Sheet Date.

      "Most Recent Balance Sheet Date" shall mean June 30, 2007.


                                      -41-
<PAGE>

      "Non-controlling  Party" shall mean the party not  controlling the defense
of any Third Party Action.

      "Ordinary  Course of Business"  shall mean the ordinary course of business
consistent  with past custom and practice  (including  with respect to frequency
and amount).

      "Other  Holders"  means  holders of  securities  of the Buyer  (other than
Members)  who are  entitled,  by  contract  with the Buyer,  to have  securities
included in a Registration Statement.

      "Parties"  shall  mean  the  Buyer,  the  Seller  and the  Members,  where
applicable.  References  which contrast  "Party" to the other "Party" shall mean
the Buyer on the one hand and the Seller and the Members,  collectively,  on the
other hand.

      "Patent  Rights"  shall mean all  patents,  patent  applications,  utility
models,   design   registrations   and   certificates  of  invention  and  other
governmental  grants for the  protection of  inventions  or  industrial  designs
(including  all  related  continuations,   continuations-in-part,   divisionals,
reissues and reexaminations).

      "Permits" shall mean all permits, licenses,  registrations,  certificates,
orders,  approvals,  franchises,  variances  and  similar  rights  issued  by or
obtained from any Governmental  Entity (including those issued or required under
Environmental Laws and those relating to the occupancy or use of owned or leased
real property).

      "Post-Closing  Tax Period" has the meaning set forth in Section  6.4(d) of
this Agreement.

      "Pre-Closing  Tax Period"  has the meaning set forth in Section  6.4(d) of
this Agreement.

      "Public  Company" means any successor  entity to the Buyer that is subject
to the reporting requirements of the Securities Exchange Act of 1934.

      "Purchase Price" shall mean the purchase price to be paid by the Buyer for
the Acquired Assets.

      "Reasonable  Best  Efforts"  shall  mean  best  efforts,   to  the  extent
commercially reasonable.

      "Reserved  Taxes"  shall have the meaning  set forth in Section  6.4(b) of
this Agreement.

      "Response"  shall  mean a  written  response  containing  the  information
provided for in Section 7.3(c).

      "Restricted Employee" shall mean any person who either (i) was an employee
of the Buyer on either the date of this  Agreement  or the Closing  Date or (ii)
was an  employee  of the  Seller on  either  the date of this  Agreement  or the
Closing Date; provided,  however, that Restricted Employee shall not include any
person  included in (i) and (ii) in the  preceding  clause whose  employment  is
terminated  by the  Buyer,  in the  good  faith  determination  of the  Board of
Directors of the Buyer, not for cause or not for a material failure to perform.


                                      -42-
<PAGE>

      "Restricted  Period" shall mean from the date of this Agreement  until (i)
twenty-four months following his or her termination of employment with the Buyer
with respect to each Key Employee, and (ii) two years following the date of this
Agreement  with  respect to the  Seller and all other  Members of the Seller not
specifically identified in the foregoing clauses (i) or (ii).

      "Retained  Liabilities"  shall mean any and all liabilities or obligations
(whether known or unknown,  absolute or contingent,  liquidated or unliquidated,
due or to become due and accrued or unaccrued,  and whether  claims with respect
thereto are  asserted  before or after the  Closing) of the Seller which are not
Assumed Liabilities. The Retained Liabilities shall include, without limitation,
all liabilities and obligations of the Seller:

            (a) for income, transfer, sales, use or other Taxes imposed upon the
Seller and/or the Members  arising in connection  with the  consummation  of the
transactions  contemplated by this Agreement (including any income Taxes arising
as a result of the transfer by the Seller to the Buyer of the Acquired  Assets),
except to the extent provided in Section 6.4;

            (b) except as expressly  provided in this  Agreement,  for costs and
expenses  incurred in connection with this Agreement or the  consummation of the
transactions contemplated by this Agreement;

            (c) under this Agreement or the Ancillary Agreements;

            (d) except to the extent  provided in Section 6.4, for (i) any Taxes
imposed upon the Seller and/or the Members,  including  deferred  Taxes or Taxes
measured by income of the Seller and/or the Members earned prior to the Closing,
(ii) any liabilities for federal or state income tax and FICA taxes of employees
of the Seller and/or the Members which the Seller and/or the Members are legally
obligated to withhold,  (iii) any  liabilities  of the Seller and/or the Members
for employer FICA and unemployment  taxes incurred,  and (iv) any liabilities of
the Seller  and/or the  Members  for sales,  use or excise  taxes or customs and
duties;

            (e) under any  agreements,  contracts,  leases or licenses which are
listed on Schedule 1.4(c);

            (f) arising prior to the Closing under the Assigned  Contracts,  and
all  liabilities  for any breach,  act or  omission  by the Seller  prior to the
Closing under any Assigned Contract;

            (g)  arising  out of  events,  conduct  or  conditions  existing  or
occurring prior to the Closing that constitute a violation of or  non-compliance
with any law, rule or regulation  (including  Environmental Laws), any judgment,
decree or order of any Governmental  Entity,  or any Permit or that give rise to
liabilities or obligations with respect to Materials of Environmental Concern;

            (h) to pay  severance  benefits to any  employee of the Seller whose
employment  is terminated  (or treated as  terminated)  in  connection  with the
consummation  of the  transactions  contemplated  by  this  Agreement,  and  all
liabilities  resulting  from the  termination  of employment of employees of the
Seller  prior to the Closing  that arose under any federal or state law or under
any Employee Benefit Plan established or maintained by the Seller;


                                      -43-
<PAGE>

            (i) to  indemnify  any  person  or entity by reason of the fact that
such person or entity was a manager,  officer,  employee, or agent of the Seller
or was  serving at the  request of the Seller as a partner,  trustee,  director,
officer,  employee,  or agent of another entity (whether such indemnification is
for judgments,  damages,  penalties,  fines, costs,  amounts paid in settlement,
losses,  expenses,  or otherwise and whether such indemnification is pursuant to
any statute, charter document, bylaw, agreement, or otherwise);

            (j)  injury to or death of persons  or damage to or  destruction  of
property  occurring  prior to the Closing  (including  any workers  compensation
claim);

            (k)  for  medical,   dental  and  disability   (both  long-term  and
short-term)  benefits,  whether  insured or  self-insured,  owed to employees or
former  employees  of the  Seller  based  upon (A)  exposure  to  conditions  in
existence prior to the Closing or (B) disabilities existing prior to the Closing
(including any such  disabilities  which may have been aggravated  following the
Closing);

            (l) for benefits under any Seller Plan; and

            (m) for any  retrospective  premium  increases under any Seller Plan
assumed by the Buyer that relates to periods before and including the Closing.

      "SEC" means the Securities and Exchange  Commission,  or any other federal
agency at the time administering the Securities Act.

      "Securities  Act" means the  Securities  Act of 1933,  as amended,  or any
successor federal statute, and the rules and regulations of the SEC issued under
such Act, as they each may, from time to time, be in effect.

      "Security  Interest" shall mean any mortgage,  pledge,  security interest,
encumbrance,  charge or other lien (whether  arising by contract or by operation
of law), other than (i) mechanic's, materialmen's, and similar liens, (ii) liens
arising under worker's compensation,  unemployment  insurance,  social security,
retirement,  and similar  legislation,  (iii) liens on goods in transit incurred
pursuant to documentary  letters of credit, in each case arising in the Ordinary
Course of Business of the Seller and not material to the Seller,  and (iv) liens
for Taxes which are not yet due and payable.

      "Seller"  shall have the meaning set forth in the first  paragraph of this
Agreement.

      "Seller  Certificate"  shall mean a certificate to the effect that each of
the conditions specified in Section 5.1 is satisfied in all respects.

      "Seller  Material  Adverse Effect" shall mean any material adverse change,
event,  circumstance or development  with respect to, or material adverse effect
on, (i) the business, assets, liabilities, capitalization,  prospects, condition
(financial  or other),  or  results of  operations  of the  Seller,  or (ii) the
ability of the Buyer to operate the business of the Seller immediately after the
Closing.  For  the  avoidance  of  doubt,  the  parties  agree  that  the  terms
"material",  "materially"  or  "materiality"  as used in this  Agreement with an
initial  lower case "m" shall  have


                                      -44-
<PAGE>

their respective customary and ordinary meanings,  without regard to the meaning
ascribed to Seller Material Adverse Effect.

      "Seller  Plan"  shall  mean  any  Employee  Benefit  Plan  maintained,  or
contributed to, by the Seller, or any ERISA Affiliate.

      "Shares"  has the meaning set forth in Section 1.3 of this  Agreement  and
shall include any shares of the Public Company issued in exchange therefor.

      "Software"  shall mean computer  software code,  applications,  utilities,
development  tools,  diagnostics,  databases  and embedded  systems,  whether in
source code, interpreted code or object code form.

      "Subsidiary"  shall  mean any  corporation,  partnership,  trust,  limited
liability company or other non-corporate business enterprise in which the Seller
holds stock or other ownership  interests  representing (a) more than 50% of the
voting power of all outstanding  stock or ownership  interests of such entity or
(b) the  right  to  receive  more  than  50% of the net  assets  of such  entity
available  for  distribution  to the holders of  outstanding  stock or ownership
interests upon a liquidation or dissolution of such entity.

      "Taxes" (including with correlative meaning "Tax" and "Taxable") means (x)
any  and  all  taxes,  and any and all  other  charges,  fees,  levies,  duties,
deficiencies,  customs or other similar assessments or liabilities in the nature
of a tax, including without limitation any income,  gross receipts,  ad valorem,
net  worth,  premium,  value-added,   alternative  or  add-on  minimum,  excise,
severance,   stamp,  occupation,   windfall  profits,  real  property,  personal
property,  assets,  sales,  use,  capital  stock,  capital  gains,  documentary,
recapture,  transfer,  transfer  gains,  estimated,   withholding,   employment,
unemployment insurance,  unemployment  compensation,  social security,  business
license, business organization,  environmental,  workers compensation,  payroll,
profits,  license, lease, service, service use, gains, franchise and other taxes
imposed by any federal,  state, local, or foreign  Governmental  Entity, (y) any
interest,   fines,   penalties,   assessments,   or  additions  resulting  from,
attributable  to, or incurred in  connection  with any items  described  in this
paragraph or any contest or dispute thereof, and (z) any items described in this
paragraph that are  attributable to another person but that the Seller is liable
to pay by law, by contract, or otherwise.

      "Tax  Returns"   means  any  and  all  reports,   returns,   declarations,
statements,   forms,  or  other  information   required  to  be  supplied  to  a
Governmental  Entity or to any individual or entity in connection with Taxes and
any associated schedules, attachments, work papers or other information provided
in connection with such items, including any amendments, thereof.

      "Third  Party  Action"  shall mean any suit or  proceeding  by a person or
entity other than Buyer or Seller or their affiliates for which  indemnification
may be sought by the Buyer or Seller under Article VII.

      "Trademarks"  shall mean all  registered  trademarks  and  service  marks,
logos,  Internet domain names,  corporate names and doing business  designations
and all registrations and applications for registration of the foregoing, common
law trademarks and service marks and trade dress.


                                      -45-
<PAGE>

      "Value"  means,  with  respect  to the Shares or the  Escrow  Shares,  the
average closing price of Buyer Common Stock on the applicable stock exchange for
the 30-days on which the Common Stock of the Buyer is traded  immediately  prior
to the day any  portion  of the Shares or the Escrow  Shares  are  disbursed  in
satisfaction of a claim. In the event that the Buyer or its successor  entity is
not a public  company  subject to the reporting  requirements  of the Securities
Exchange  Act of 1934,  then the Value  shall be deemed to be $1.00 per share of
Buyer Common Stock.

                                   ARTICLE X

                                  MISCELLANEOUS

      10.1 Press  Releases  and  Announcements.  No Party  shall issue any press
release or public announcement  relating to the subject matter of this Agreement
without the prior written approval of the other Parties; provided, however, that
Buyer may make any public  disclosure  it  believes in good faith is required by
applicable  law,  regulation or stock market rule (in which case the Buyer shall
use  Reasonable  Best Efforts to advise the Seller and provide it with a copy of
the proposed disclosure prior to making the disclosure).

      10.2 No Third Party  Beneficiaries.  This  Agreement  shall not confer any
rights or remedies  upon any person other than the Parties and their  respective
successors and permitted assigns.

      10.3 Entire Agreement. This Agreement (including the documents referred to
herein)  constitutes the entire agreement between the Parties and supersedes any
prior understandings,  agreements, or representations by or between the Parties,
written or oral, with respect to the subject matter hereof,  including,  without
limitation, that certain letter of intent dated May 7, 2007.

      10.4 Succession and  Assignment.  This Agreement shall be binding upon and
inure to the benefit of the Parties named herein and their respective successors
and permitted assigns.  Neither Party may assign either this Agreement or any of
its rights,  interests,  or  obligations  hereunder  without  the prior  written
approval of the other Parties; provided that the Buyer may assign some or all of
its  rights,  interests  and/or  obligations  hereunder  to entity in any merger
between  the Buyer and such entity one or more  Affiliates  of the Buyer or such
surviving  entity,  including,  without  limitation,  the  Public  Company;  and
provided further,  that the Seller may assign their rights under Sections 6.8 or
6.11 to their Members as set forth in such sections. Any attempted assignment in
contravention of this provision shall be void.

      10.5 Counterparts and Facsimile Signature.  This Agreement may be executed
in two or more  counterparts,  each of which shall be deemed an original but all
of which together shall constitute one and the same  instrument.  This Agreement
may be executed by facsimile signature or electronic delivery.

      10.6  Headings.  The section  headings  contained  in this  Agreement  are
inserted  for  convenience  only and shall not affect in any way the  meaning or
interpretation of this Agreement.


                                      -46-
<PAGE>

      10.7  Notices.  All  notices,   requests,   demands,   claims,  and  other
communications  hereunder  shall be in  writing.  Any notice,  request,  demand,
claim,  or other  communication  hereunder  shall be deemed duly  delivered four
business days after it is sent by registered or certified  mail,  return receipt
requested,  postage  prepaid,  or one  business  day  after  it is sent for next
business day delivery via a reputable  nationwide  overnight courier service, in
each case to the intended recipient as set forth below:

If to the Seller or a Member:                 Copy to:

Strategic Communications, LLC                 Thieman & Custer, PLLC
1961 Bishop Lane                              110 W. Main Street, Ste. 200
Louisville, KY 40218                          Louisville, KY 40202-3356
                                              Attn:  Robert E. Thieman

If to the Buyer:                              Copy to:

Beacon Enterprise Solutions Group, Inc.       Frost Brown Todd LLC
ITRC Building                                 400 West Market Street, 32nd Floor
9001 Shelbyville Road, Ste. 101               Louisville, KY  40202
Louisville, KY  40222                         Attn:   William G. Strench
Attn:  Chief Executive Officer

      Either  Party  may give  any  notice,  request,  demand,  claim,  or other
communication  hereunder  using any other means  (including  personal  delivery,
expedited  courier,  messenger service,  telecopy,  ordinary mail, or electronic
mail), but no such notice, request,  demand, claim, or other communication shall
be deemed to have been duly given  unless and until it  actually  is received by
the party for whom it is  intended.  A Party may  change  the  address  to which
notices, requests, demands, claims, and other communications hereunder are to be
delivered by giving the other Parties notice in the manner herein set forth.

      10.8   Governing   Law.  This   Agreement   (including  the  validity  and
applicability  of the arbitration  provisions of this Agreement,  the conduct of
any  arbitration  of a  Dispute,  the  enforcement  of any  arbitral  award made
hereunder  and any other  questions  of  arbitration  law or  procedure  arising
hereunder)  shall be governed by and construed in  accordance  with the internal
laws of the  Commonwealth  of Kentucky,  without  giving effect to any choice or
conflict of law  provision or rule (whether of the  Commonwealth  of Kentucky or
any  other  jurisdiction)  that  would  cause  the  application  of  laws of any
jurisdictions other than those of the Commonwealth of Kentucky.

      10.9  Amendments and Waivers.  The Buyer and the Seller may mutually amend
any provision of this  Agreement at any time prior to the Closing.  No amendment
of any  provision of this  Agreement  shall be valid unless the same shall be in
writing and signed.  No waiver by a Party of any right or remedy hereunder shall
be valid unless the same shall be in writing and signed by the Party giving such
waiver. No waiver by a Party with respect to any default, misrepresentation,  or
breach of warranty or covenant  hereunder shall be deemed to extend to any prior
or  subsequent  default,


                                      -47-
<PAGE>

misrepresentation,  or breach of warranty or covenant hereunder or affect in any
way any rights arising by virtue of any prior or subsequent such occurrence.

      10.10  Severability.  Any  term or  provision  of this  Agreement  that is
invalid or unenforceable  in any situation in any jurisdiction  shall not affect
the validity or  enforceability  of the remaining terms and provisions hereof or
the validity or  enforceability  of the offending term or provision in any other
situation  or in any other  jurisdiction.  If the final  judgment  of a court of
competent  jurisdiction declares that any term or provision hereof is invalid or
unenforceable,  the Parties  agree that the court  making the  determination  of
invalidity  or  unenforceability  shall  have the  power  to  limit  the term or
provision,  to delete  specific  words or phrases,  or to replace any invalid or
unenforceable  term or  provision  with a term or  provision  that is valid  and
enforceable and that comes closest to expressing the intention of the invalid or
unenforceable  term or provision,  and this Agreement shall be enforceable as so
modified.

      10.11  Expenses.  Except  as set  forth  in  Article  VII and  the  Escrow
Agreement,  each Party shall bear its own costs and  expenses  (including  legal
fees  and  expenses)   incurred  in  connection  with  this  Agreement  and  the
transactions contemplated hereby.

      10.12  Submission  to   Jurisdiction.   Each  Party  (a)  submits  to  the
jurisdiction  of any state or  federal  court  sitting  in the  Commonwealth  of
Kentucky  in any  action  or  proceeding  arising  out of or  relating  to  this
Agreement or the Ancillary  Agreements  (including  any action or proceeding for
the enforcement of any arbitral award made in connection with any arbitration of
a Dispute  hereunder),  (b) agrees  that all claims in respect of such action or
proceeding may be heard and  determined in any such court,  (c) waives any claim
of inconvenient  forum or other challenge to venue in such court, (d) agrees not
to bring any action or proceeding  arising out of or relating to this  Agreement
or the  Ancillary  Agreements in any other court and (e) waives any right it may
have to a trial by jury with respect to any action or proceeding  arising out of
or relating to this Agreement or the Ancillary Agreements; provided in each case
that, solely with respect to any arbitration of a Dispute,  the Arbitrator shall
resolve all threshold  issues relating to the validity and  applicability of the
arbitration  provisions of this Agreement,  contract validity,  applicability of
statutes of limitations and issue  preclusion,  and such threshold  issues shall
not be heard or determined by such court. Each Party agrees to accept service of
any summons, complaint or other initial pleading made in the manner provided for
the giving of notices in Section  10.7,  provided  that  nothing in this Section
10.12  shall  affect the right of a Party to serve such  summons,  complaint  or
other initial pleading in any other manner permitted by law.

      10.13 Specific  Performance.  Each Party  acknowledges and agrees that the
other Party would be damaged  irreparably  in the event any of the provisions of
this  Agreement  (including  Sections  6.1,  6.2 and 6.3) are not  performed  in
accordance  with their  specific  terms or otherwise are breached.  Accordingly,
each Party  agrees that the other Party  shall be entitled to an  injunction  or
other equitable  relief to prevent  breaches of the provisions of this Agreement
and to enforce  specifically  this Agreement and the terms and provisions hereof
in  addition  to any  other  remedy  to which it may be  entitled,  at law or in
equity.  Notwithstanding  the foregoing,  the Parties agree that if a Dispute is
submitted to arbitration in accordance  with Section 7.3(d) and Section  7.3(e),
then the  foregoing  provisions  of this  Section  10.13 shall not apply to such
Dispute,


                                      -48-
<PAGE>

and  the   provisions  of  Section   7.3(d)  and  Section  7.3(e)  shall  govern
availability  of injunctive  relief,  specific  performance  or other  equitable
relief with respect to such Dispute.

      10.14 Construction.

            (a) The language  used in this  Agreement  shall be deemed to be the
language  chosen by the Parties to express their mutual  intent,  and no rule of
strict construction shall be applied against a Party.

            (b) Any reference to any federal,  state,  local, or foreign statute
or law shall be deemed  also to refer to all rules and  regulations  promulgated
thereunder, unless the context requires otherwise.

            (c) Any reference  herein to  "including"  shall be  interpreted  as
"including without limitation".

            (d) Any  reference  to any Article,  Section or  paragraph  shall be
deemed to refer to an Article,  Section or paragraph of this  Agreement,  unless
the context clearly indicates otherwise.


                                      -49-
<PAGE>

      IN WITNESS  WHEREOF,  the Parties have executed  this  Agreement as of the
date first above written.

BUYER:                                      SELLER:

BEACON ENTERPRISE SOLUTIONS                 STRATEGIC COMMUNICATIONS,
GROUP, INC.                                 LLC

By: /s/ Bruce Widener                       By: /s/ S. Kathy Mills
   -----------------------------------         ---------------------------------
     Name:  Bruce Widener                        Name:  S. Kathy Mills
     Title: Chief Executive Officer              Title: Member

                                            MEMBERS:

                                            /s/ S. Kathy Mills
                                            ------------------------------------
                                            S. Kathy Mills

                                            STRATEGIC TECHNOLOGY INVESTMENTS,
                                            LLC, as Member

                                            /s/ Richard C. Mills
                                            ------------------------------------
                                            By: Richard C. Mills, its Manager

                                            /s/ Kathy S. Mills
                                            ------------------------------------
                                            By: Kathy S. Mills, its Manager


                                      -50-
<PAGE>

                                  SCHEDULE 1.1

                                 EXCLUDED ASSETS


                                      -51-