EXHIBIT 10.13

                                 EXECUTION COPY

                                  EXHIBIT 10.13

                          AGREEMENT AND PLAN OF MERGER

                             dated October 15, 2007

                                  by and among

                    BEACON ENTERPRISE SOLUTIONS GROUP, INC.,

                             BELL-HAUN SYSTEMS, INC.

                            BH ACQUISITION SUB, INC.

                                       and

               all of the Shareholders of Bell-Haun Systems, Inc.

<PAGE>

                                TABLE OF CONTENTS

Exhibits
Exhibit A - Escrow Agreement
Exhibit B - Opinion of Company's counsel

Schedules
Schedule 1.5(a) - Shareholder Liabilities
Schedule 2.8 - Scheduled Liabilities
Disclosure Schedule


                                      (i)

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                          AGREEMENT AND PLAN OF MERGER

      This Agreement and Plan of Merger (this "Agreement") is entered into as of
October  15, 2007 by and among  BEACON  ENTERPRISE  SOLUTIONS  GROUP,  INC.,  an
Indiana   corporation  (the  "Buyer"),   BH  ACQUISITION  SUB,  INC.,  a  Nevada
corporation  ("Acquisition Sub"),  BELL-HAUN SYSTEMS,  INC., an Ohio corporation
(the  "Company"),  and Thomas O. Bell and Michael Haun, the  shareholders of the
Company (the "Shareholders").

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

      The Boards of Directors of the Buyer,  the Acquisition Sub and the Company
have,  in  accordance  with the laws of the States of Indiana,  Nevada and Ohio,
respectively,  approved the merger of the Company with and into the  Acquisition
Sub,  pursuant  to which all of the shares of the  capital  stock of the Company
will be  converted  into Buyer  Common Stock and the Company will merge with and
into  the  Acquisition  Sub,  with  the  Acquisition  Sub  being  the  surviving
corporation (the "Surviving Corporation"); and

      It is the  intention  of the parties  that the merger  shall  qualify as a
reorganization within the meaning of Section 368(a) of the Internal Revenue Code
of 1986,  as amended  (hereinafter  the "Code") and in  particular  qualify as a
forward triangular merger under Code Sections  368(a)(1)(A) and 368(a)(2)(D) and
that this Agreement shall constitute a "plan of reorganization" for the purposes
of Section 368 of the Code; and

      Each  of  the   parties  to  the   Agreement   desires  to  make   certain
representations,  warranties,  and agreements in connection with the transaction
between the parties and to prescribe various conditions thereto.

      NOW,  THEREFORE,  in  consideration of the mutual covenants and agreements
herein contained, and for other good and valuable consideration, the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

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

                                   ARTICLE I

                                   THE MERGER

      1.1 The Merger.  (a) Subject to and upon the terms and  conditions of this
Agreement,  at the effective time of the merger of the Company with and into the
Acquisition  Sub,  and  pursuant  to the laws of the  States of Nevada  and Ohio
corporate law, the Company will be merged with and into the Acquisition Sub (the
"Merger") and the separate  existence of the Company shall  thereupon  cease, in
accordance with the applicable  provisions of the laws of the States of Ohio and
Nevada.  As a result of the Merger,  the  Acquisition  Sub will be the surviving
corporation.   The  Articles  of  Incorporation  and  Bylaws  of  the  surviving
corporation  shall  be  that  of  the  Acquisition  Sub  as it  is in  existence
immediately  prior  to the  Merger.  The  separate


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corporate  existence  of the  Acquisition  Sub with all its rights,  privileges,
powers,  and  franchises  shall  continue   unaffected  by  the  Merger.  On  or
immediately  following  the Closing Date,  the parties  shall cause  Articles of
Merger meeting the  requirements of the corporate laws of the States of Ohio and
Nevada to be promptly  executed and filed.  The Merger shall become effective at
the time (the "Effective Time") and on the date that the filings of the Articles
of  Merger  with  the  Secretary  of  State  for the  State of Ohio and with the
Secretary of State for the State of Ohio have been completed.

      (b) Within  thirty (30) days after the Effective  Time of the Merger,  the
Acquisition Sub shall be merged with and into Buyer, and the separate  existence
of the  Acquisition  Sub shall cease in accordance with the laws of the State of
Nevada.

      1.2 Officers and Directors.  The officers and directors of the Acquisition
Sub immediately  prior to the Effective Time shall be the officers and directors
of the Surviving  Corporation  and will hold office until their  successors  are
duly  elected  and  qualified  in  the  manner   provided  in  the  Articles  of
Organization  or as  otherwise  provided by law, or until their  earlier  death,
resignation, or removal.

      1.3  Conversion  of  Shares.  The manner of  converting  the shares of the
capital stock of the Corporation  shall, by virtue of the Merger and without any
action on the part of the  Shareholders,  be as  follows:  all of the issued and
outstanding  shares of capital  stock (the "Company  Shares"),  no par value per
share,  of the Company shall be converted into an aggregate of 500,000 shares of
the Buyer Common Stock (the "Shares").

      1.4 Exchange of Certificates.  (a) From and after the Effective Time, each
holder of a certificate  which  previously  represented  Company Shares shall be
entitled to receive in exchange  therefor,  upon surrender thereof to the Buyer,
on a pro  rata  basis  based  on the  number  of  Company  Shares  held  by such
Shareholder  immediately  prior to the  Effective  Time,  (i) a  certificate  or
certificates  representing  the ratable  number of shares of Buyer  Common Stock
into  which the  Company  Shares  shall  have  been  converted,  subject  to the
provisions of Section 1.7 below regarding escrow;  and (ii) a ratable portion of
the Earnout,  as described more fully in Section 1.6 below. Until so surrendered
to the Buyer,  each certificate  formerly  representing  Company Shares shall be
deemed for all  corporate  purposes  to  evidence  only the right to receive the
number of shares of Buyer Common Stock and the Earnout  determined in accordance
with Section  1.3,  this  Section  1.4,  and Section  1.6.  Notwithstanding  the
foregoing,  certain of the Shares shall be placed into escrow in accordance with
the provisions of Section 1.7 below.

      (b) All of the Company Shares,  by virtue of the Merger and upon surrender
at the Closing, shall no longer be outstanding and shall be canceled and retired
and shall cease to exist,  and the  Shareholders  shall cease to have any rights
with respect to the Company  Shares  other than as set forth in this  Agreement.
All Company  Shares,  if any, held in the treasury of the Company on the Closing
Date  shall  be  canceled  and  retired  and  shall  cease  to  exist,   and  no
consideration shall be paid with respect thereto.


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      1.5  Treatment  of  Liabilities.   (a)  Effective  at  the  Closing,   the
Shareholders  shall  assume  the  Shareholder   Liabilities  from  the  Company,
including without  limitation those liabilities and obligations as are set forth
on Schedule 1.5(a).

            (b) The Company  and its  successors  (including  the Buyer upon the
merger of the  Acquisition  Sub into the Buyer as set forth in  Section  1.1(b))
will  retain  the  Scheduled  Liabilities  set  forth  on  Schedule  2.8  of the
Disclosure  Schedule,  including  the Lease,  and the Buyer shall  indemnify the
Shareholders from the Scheduled  Liabilities as set forth in Section 7.2 hereof.
In particular, within thirty (30) days after the Closing, the Buyer shall either
pay off or  refinance  the  outstanding  balances  of the loans with  Huntington
National Bank ("HNB") and Fifth Third Bank ("5/3") in the approximate amounts of
$160,000 and $250,000,  respectively, or obtain one or more standby letter(s) of
credit in favor of HNB and 5/3 as beneficiaries  upon which HNB and 5/3 may draw
with respect to such loans. The parties  acknowledge and agree that the Buyer is
to be directly responsible for the HNB and 5/3 loans hereunder.

      1.6.  Earnout.  (a) If,  during the first twelve months after the Closing,
the Adjusted Gross Profits (as defined on Exhibit 1.6 attached  hereto)  reaches
or exceeds the planned amount of  $1,094,114.00,  then the Buyer shall issue and
deliver to the Shareholders  promissory notes in the aggregate  principal amount
of $240,187.00  (subject to adjustments as set forth below), to bear interest at
the rate of eight percent (8%) per annum,  to be paid in equal  installments  of
principal and interest,  beginning in the thirteenth month after the Closing and
over the following sixty (60) months.

      (b) If the Adjusted Gross Profits exceed $1,094,114.00, then the aggregate
principal  amount of the promissory  notes shall be increased by $0.22 per $1.00
of such excess, up to a maximum aggregate principal amount of $480,374.00.

      (c) If the Adjusted  Gross  Profits are less than  $1,094,114.00  but more
than  $853,927.00,  then the aggregate  principal amount of the promissory notes
shall be reduced by the amount of the shortfall.

      (d) If the  Adjusted  Gross  Profits are less than  $853,927.00,  then the
Buyer shall not issue the promissory notes.

      1.7 Escrow. At the Closing,  the Buyer shall deliver to the Escrow Agent 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 Shareholders  set forth in this Agreement.  The Escrow Shares
shall be held by the Escrow  Agent as part of the  Escrow  Fund 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.  Until the  termination of the escrow in accordance  with the
terms of the Escrow  Agreement,  the  Shareholders  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


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terms of the Escrow  Agreement,  and (iii) the  Shareholders  may not direct any
such sale  during  any  blackout  period  under any  insider  trading  policy or
blackout  policy of 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  Shareholders  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.
Notwithstanding  the  foregoing,  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 Escrow  Agent  shall  submit to the
Company  for  cancellation  certificates  of the  number of Escrow  Shares  that
represents  the value of the claim  based on an assumed  valuation  of $1.00 per
Escrow Share.

      1.8 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  Company  and the  Shareholders  shall  deliver to the
Buyer the various certificates, instruments and documents referred to in Section
5.1;

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

                  (iii)  the  Shareholders  shall  have  tendered   certificates
representing  the Company  Shares owned by the  Shareholders,  duly  endorsed in
blank or  accompanied  by the  appropriate  stock  powers,  in  proper  form for
transfer, with all transfer taxes paid;

                  (iv) the Company shall tender the resignations of and releases
from each person  serving as a director or officer of the Company,  effective as
of the Closing;

                  (v)  the  Buyer  shall  deliver  to  the  Shareholders   stock
certificates  registered in the names of the Shareholders  representing a number
of shares of Buyer Common Stock that in the  aggregate is equal to the number of
Shares minus the number of Escrow Shares;

                  (vi) the Buyer,  the  Shareholders  and the Escrow Agent shall
execute  and deliver the Escrow  Agreement  and the Buyer shall  deposit a stock
certificate  representing  the Escrow Shares with the Escrow Agent in accordance
with Section 1.7;

                  (vii) the Shareholders shall provide to the Buyer satisfactory
evidence of the assumption of the Shareholder Liabilities; and


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<PAGE>

                  (viii) the  Buyer,  the  Company  and the  Shareholders  shall
execute and deliver to each other a  cross-receipt  evidencing the  transactions
referred to above.

      1.9  Withholding.  Notwithstanding  any other provision of this Agreement,
each of the Buyer and the Escrow  Agent shall be entitled to deduct and withhold
from the  payments  to be made  pursuant  to this  Agreement  and/or  the Escrow
Agreement such amounts as it reasonably  determines after  consultation with its
Tax  advisors  that it is required to deduct.  To the extent that amounts are so
withheld by the Buyer,  such withheld  amounts shall be treated for all purposes
of this  Agreement as having been paid to the recipient in respect of which such
deduction and withholding was made by the Buyer or Escrow Agent.

      1.10  Tax-Free  Transaction.  It is the  intention of the Parties that the
Merger shall qualify as a "reorganization"  within the meaning of Section 368(a)
of the Internal  Revenue Code of 1986, as amended  (hereinafter the Code) and in
particular  qualify  as a  so-called  "forward  triangular  merger"  under  Code
Sections  368(a)(1)(A) and 368(a)(2)(D) and that this Agreement shall constitute
a "plan of  reorganization"  for the  purposes of Section  368 of the Code.  All
aspects of the transactions  contemplated by this Agreement shall be implemented
in a manner consistent with this intent.

                                   ARTICLE II

       REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS

      The Company and the  Shareholders,  jointly and  severally,  represent and
warrant 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 Company is a
corporation validly existing and in good standing under the laws of the State of
Ohio. The Company 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
failure of the Company to be so qualified would have a material  adverse effect.
The Company 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
Company has furnished to the Buyer complete and accurate  copies of its Articles
of Incorporation and Bylaws. The Company is not in default under or in violation
of any provision of its Articles of Incorporation or Bylaws.  There are no other
agreements or instruments  setting forth (i) rights,  preferences and privileges


                                      -5-
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of the Shareholders  with respect to the Company and/or among the  Shareholders,
or (ii) matters relating to the operation and governance of the Company.

      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
Shareholders,  indicating  the  number  of shares  of the  Company  held by each
Shareholder  and (ii) all  outstanding  options,  warrants or other  instruments
giving any party the right to acquire  any  shares or equity  securities  of the
Company There are no outstanding  agreements or commitments to which the Company
is a party or which are binding  upon the Company for the  redemption  of any of
its equity. The Company has only one class of shares  outstanding.  There are no
outstanding  options,  warrants or similar rights relating to the Company or its
equity securities.

      Each  Shareholder  is the true and lawful owner of, and has good title to,
that number of shares of the Company set forth beside his or her name on Section
2.2 of the Disclosure Schedule,  free and clear of all liens, security interests
and other encumbrances.

      2.3 Authorization of Transaction.  The Company 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
Company of this Agreement and the Ancillary  Agreements and the  consummation by
the Company of the transactions  contemplated  hereby and thereby have been duly
and validly authorized by all necessary actions on the part of the Company.

      This  Agreement  has been duly and validly  executed and  delivered by the
Company  and  constitutes,  and  each  of the  Ancillary  Agreements,  upon  its
execution  and delivery by the  Company,  will  constitute,  a valid and binding
obligation of the Company,  enforceable  against the Company 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 Company of
this Agreement or the Ancillary Agreements,  nor the consummation by the Company
of the transactions  contemplated  hereby or thereby,  will (a) conflict with or
violate any provision of the Articles of Incorporation or Bylaws of the Company,
(b)  require on the part of the  Company  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 Company is a party or by which the Company 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
Company  Material  Adverse Effect,  (d) result in the imposition of any Security
Interest upon any asset or assets of the Company or (e) violate any order, writ,
injunction, decree, statute, rule or regulation applicable to the Company or any
of its properties or assets.


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<PAGE>

      2.5  Subsidiaries.  The Company has no Subsidiaries.  The Company 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  Company  has  provided  to the Buyer the
Financial Statements. The Financial Statements (i) were prepared on a consistent
basis  throughout the 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  shareholder's  equity and cash flows of the
Company as of the end of and for the year ended December 31, 2006, in accordance
with  reasonable  accounting  principles,  and (ii) fairly present the financial
position  of  the  Company  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  Company,  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.

      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) to the
knowledge of the Shareholders  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 Company  Material Adverse Effect,  and (b) the Company has
not taken any of the actions set forth in paragraphs  (a) through (n) of Section
4.4.

      2.8 Undisclosed  Liabilities.  Neither the Company nor any Shareholder has
any knowledge of any liability  (whether known or unknown by 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 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) The Company has  properly  filed on a timely  basis 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.  The Company has properly
paid on a timely  basis  all  material  Taxes,  whether  or not shown on its Tax
Returns,  that were due and payable.  All material  Taxes that the Company is or
was required by law to withhold or collect have been withheld or collected  and,
to the  extent  required,  have  been  properly  paid on a  timely  basis to the
appropriate  Governmental  Entity. The Company 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 Company 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


                                      -7-
<PAGE>

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 Company of its operations in the Ordinary Course of Business.

            (c) No  examination or audit of any Tax Return of the Company by any
Governmental  Entity  is  currently  in  progress  or, to the  knowledge  of the
Shareholders,  threatened  or  contemplated.  Section  2.9(c) of the  Disclosure
Schedule  sets forth each  jurisdiction  (other than United  States  federal) in
which the Company  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  Company  has  not  been  informed  by  any  jurisdiction  that  the
jurisdiction  believes that the Company was required to file any Tax Return that
was not filed.

            (d) The  Company  is,  and has been  since  its  inception,  validly
classified  and treated as a  "corporation"  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 Company has delivered or made available to the Buyer (i) complete
and correct  copies of all Tax Returns of the Company  relating to Taxes for all
Taxable  periods for which the  applicable  statute of  limitations  has not yet
expired 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
Company  relating  to Taxes for all  Taxable  periods  for which the  applicable
statute of limitations has not yet expired.

            (f) The Company 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 Company is not a party to any litigation regarding Taxes.

            (h) There are no Security  Interests  with respect to Taxes upon any
of the assets of the  Company,  other than with respect to Taxes not yet due and
payable. To the Company's and Shareholders' 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 assets of the Company,
or would  reasonably be expected to have,  individually  or in the aggregate,  a
Company Material Adverse Effect.

            (i) The  Company  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 Company and as to which the


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<PAGE>

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.

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

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

            (l) The Company has not filed a consent under  Section  341(f)(1) of
the Code or agreed under Section 341(f)(3) of the Code to have the provisions of
Section 341(f)(2) of the Code apply to a sale of any of its assets.

            (m) The Company has not elected under Section 1362 of the Code to be
taxed  as an S  corporation  and  has  qualified  as  an S  corporation  in  all
applicable jurisdictions which recognize S status since January 1, 2005.

      2.10 Ownership and Condition of Assets.

            (a) The Company is the true and lawful owner, and has good title to,
all of its  assets,  free and clear of all  Security  Interests,  except for (i)
statutory  liens  for  Taxes  not yet due and  payable  and  (ii)  those  liens,
encumbrances and security  interests listed on Section 2.10(a) of the Disclosure
Schedule.

            (b) The assets of the Company are  sufficient for the conduct of the
Company's  business  as  presently  conducted  and as  presently  proposed to be
conducted and constitute  all assets used by the Company in such business.  Each
tangible asset of the Company 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) each asset of the  Company  which is a fixed  asset  (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) each asset of the Company that is of a
tangible nature (other than inventories) the book value of which exceeds $5,000;
and (iii)  each asset  that is a Company  Contract  that  involves  payments  or
liabilities  in excess of $5,000.  Section  2.10(c) of the  Disclosure  Schedule
specifically identifies all customer contracts.

            (d) Each item of  equipment,  motor vehicle and other asset that the
Company 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  (without  regard to any
early termination  fees), the obligations of the Company to such lessor or owner
would have been discharged in full.

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


                                      -9-
<PAGE>

      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 Company 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  Company to the Buyer with the
consent or approval of the  landlord  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 Company nor, to the  knowledge of the  Shareholders,
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 Shareholders,
is  threatened,  which,  after the  giving of  notice,  with  lapse of time,  or
otherwise,  would  constitute a material breach or default by the Company or, to
the knowledge of the Shareholders, any other party under such Lease;

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

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

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

            (g) the  Company 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 Company of the property subject thereto.

      2.13 Intellectual Property.

            (a) Company Registrations. There are no Company Registrations.

            (b) Prosecution Matters. Company has no Patent Rights.

            (c)  Ownership;  Sufficiency.  Except  as  otherwise  identified  in
Section  2.13 of the  Disclosure  Schedule,  each item of  Company  Intellectual
Property will be owned or available for use by the Buyer  immediately  following
the  Closing  on  substantially   identical  terms  and  conditions  as  it  was
immediately prior to the Closing. The Company is the sole and exclusive owner of
all  Company  Owned  Intellectual  Property,  free  and  clear  of any  Security
Interests  and all joint owners of the Company Owned  Intellectual  Property are
listed in  Section  2.13(c)  of the  Disclosure  Schedule.  Except as  otherwise
identified in Section 2.13 of the Disclosure Schedule,  the Company Intellectual
Property  constitutes  all  Intellectual  Property  necessary (i) to Exploit


                                      -10-
<PAGE>

the Customer  Offerings in the manner so done currently by the Company,  (ii) to
Exploit the Internal  Systems as they are  currently  used by the  Company,  and
(iii)  otherwise to conduct the Company's  business in all material  respects in
the manner  currently  conducted  by the  Company.  Company has not licensed the
Software  included in the Customer  Offerings,  or any portion  thereof,  to any
third party.  Company has  Exploited  the  Software  solely in  connection  with
Company's  internal  use and  makes  no  representation  and  warranty  that the
Software  can be  made  available  to  third  parties  (whether  by  license  or
otherwise), except in the manner so done currently by the Company.

            (d) Protection Measures. To the Shareholders' knowledge, the Company
has taken reasonable  measures to protect the proprietary nature of each item of
Company Owned  Intellectual  Property,  and to maintain in confidence  all trade
secrets and confidential  information comprising a part thereof. The Company has
substantially  complied with all applicable  contractual and legal  requirements
pertaining  to  information  privacy and security.  No complaint  relating to an
improper  use or  disclosure  of,  or a  breach  in the  security  of,  any such
information has been made or, to the knowledge of the  Shareholders,  threatened
against the Company.  To the knowledge of the  Shareholders,  there has been no:
(i)  unauthorized  disclosure  of any third party  proprietary  or  confidential
information in the possession,  custody or control of the Company or (ii) breach
of the Company's security procedures wherein  confidential  information has been
disclosed to a third person.

            (e) Infringement by Company.  To the knowledge of the  Shareholders,
none of the Customer Offerings, or the Exploitation thereof by the Company or by
any reseller,  distributor,  customer or user thereof,  or any other activity of
the Company,  infringes or violates,  or constitutes a misappropriation  of, any
Intellectual  Property  rights  of any  third  party.  To the  knowledge  of the
Shareholders,  none of the Internal Systems,  or the Company's past,  current or
currently contemplated Exploitation thereof, or any other activity undertaken by
them in connection  with the Business,  infringes or violates,  or constitutes a
misappropriation  of, any  Intellectual  Property rights of any third party. The
Company has not received any complaint, claim or notice, or threat of any of the
foregoing  (including any notification that a license under any patent is or may
be required), alleging any such infringement,  violation or misappropriation and
any  request or demand for  indemnification  or defense  received by the Company
from any reseller, distributor, customer, user or any other third party; and the
Company  has not  received  any legal  opinions,  studies,  market  surveys  and
analyses  relating  to any  alleged  or  potential  infringement,  violation  or
misappropriation.

            (f) Infringement of Rights. To the knowledge of the Shareholders, no
person  (including,  without  limitation,  any  current  or former  employee  or
consultant of Company) is infringing,  violating or misappropriating  any of the
Company  Owned  Intellectual  Property  or  any  Company  Licensed  Intellectual
Property.

            (g) Outbound IP Agreements.  Company has not assigned,  transferred,
licensed,  distributed  or  otherwise  granted any right or access to any person
(except for access to customers necessary to Exploit the Customer Offerings), or
covenanted not to assert any right, with respect to any past, existing or future
Company  Intellectual  Property.  The  Company has not agreed to  indemnify  any
person  against  any  infringement,   violation  or   misappropriation   of  any
Intellectual Property rights with respect to any Customer Offerings or any third
party  Intellectual


                                      -11-
<PAGE>

Property  rights.  The  Company is not a member of or party to any patent  pool,
industry standards body, trade association or other organization pursuant to the
rules of which it is obligated  to license any  existing or future  Intellectual
Property to any person.

            (h)  Inbound  IP  Agreements.  Section  2.13(h)  of  the  Disclosure
Schedule identifies each item of Company Licensed  Intellectual Property and the
license or  agreement  pursuant  to which the  Company  Exploits  it  (excluding
currently  available,  off the  shelf  software  programs  that  are part of the
Internal  Systems  and are  licensed by the  Company  pursuant to "shrink  wrap"
licenses,  the total fees associated with which are less than $2,500).  There is
no agreement,  contract,  assignment or other  instrument  pursuant to which the
Company has obtained any joint or sole  ownership  interest in or to any item of
Company Owned Intellectual  Property.  Except as disclosed in Section 2.13(h) of
the  Disclosure  Schedule,  no  third  party  inventions,   methods,   services,
materials,  processes  or  Software  are  included in or required to Exploit the
Customer  Offerings  or  Internal  Systems  in the manner so done  currently  by
Company.   None  of  the  Customer   Offerings  or  Internal   Systems  includes
"shareware," "freeware" or other Software or other material that was obtained by
the Company from third  parties  other than  pursuant to the license  agreements
listed in Section 2.13(h) of the Disclosure Schedule.

            (i) Source  Code.  The  Company  has not  licensed,  distributed  or
disclosed,  and knows of no distribution or disclosure by others  (including its
employees and  contractors)  of, the Company Source Code to any person,  and the
Company has taken  reasonable  security  measures to prevent  disclosure of such
Company  Source  Code.  To the  knowledge  of the  Shareholders,  no  event  has
occurred,  and no circumstance or condition exists, that (with or without notice
or lapse of time,  or both) will,  or would  reasonably be expected to, nor will
the  consummation  of  the  transactions  contemplated  hereby,  result  in  the
disclosure  or release of such  Company  Source Code by the  Company,  or escrow
agent(s) or any other person to any third party.

            (j) Intentionally Deleted.

            (k) Open Source Code.  Section  2.13(k) of the  Disclosure  Schedule
lists all Open Source  Materials that the Company has either  incorporated  into
the  Customer  Offering or Internal  Systems,  and/or those  Customer  Offerings
and/or Internal Systems (or portions  thereof) that are derivative works of Open
Source  Materials.  Except as  identified in Section  2.13(k) of the  Disclosure
Schedules,  the Company has not (i) incorporated  Open Source Materials into, or
combined Open Source Materials with, the Customer  Offerings;  or (ii) used Open
Source Materials that create, or purport to create,  obligations for the Company
with respect to the Customer  Offerings  or grant,  or purport to grant,  to any
third  party,  any  rights or  immunities  under  Intellectual  Property  rights
(including, but not limited to, using any Open Source Materials that require, as
a condition of Exploitation of such Open Source  Materials,  that other Software
incorporated  into,  derived from or distributed with such Open Source Materials
be (x)  disclosed  or  distributed  in source code form,  (y)  licensed  for the
purpose  of making  derivative  works,  or (z)  redistributable  at no charge or
minimal charge). Company has no distributed Open Source Materials in conjunction
with any other software developed or distributed by the Company.

            (l) Intentionally Deleted.


                                      -12-
<PAGE>

            (m)  Quality.  To the  knowledge of the  Shareholders,  the Customer
Offerings and the Internal Systems are free from significant  defects in design,
workmanship  and materials  and conform in all material  respects to the written
Documentation and specifications therefor. To the knowledge of the Shareholders,
the Customer  Offerings  and the Internal  Systems do not contain any  disabling
device,  virus,  worm, back door,  Trojan horse or other disruptive or malicious
code that may or are intended to impair their intended  performance or otherwise
permit  unauthorized  access to, hamper,  delete or damage any computer  system,
software,  network or data.  The Company has not received  any warranty  claims,
contractual terminations or requests for settlement or refund due to the failure
of the Customer  Offerings to meet their  specifications or otherwise to satisfy
end user needs or for harm or damage to any third party.

            (n) Support and Funding. The Company has neither sought, applied for
nor received any support,  funding,  resources or  assistance  from any federal,
state,  local or foreign  governmental or  quasi-governmental  agency or funding
source in  connection  with the  Exploitation  of the  Customer  Offerings,  the
Internal Systems or any facilities or equipment used in connection therewith.

            (o)  Certifications.  Section  2.13(o)  of the  Disclosure  Schedule
identifies  all  channel  partner  certifications,   accreditations  or  similar
qualifications with third party technology  providers held by the Company or its
employees.  Except as disclosed  on Section  2.13(o),  all such  certifications,
accreditations and similar  qualifications may be transferred or assigned to the
Buyer without the consent of such third parties.

      2.14 Contracts.

            (a) Section  2.14 of the  Disclosure  Schedule  lists the  following
agreements  (written  or oral) to which the Company 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  Company 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;


                                      -13-
<PAGE>

                  (v) any  agreement  for  the  disposition  of any  significant
portion of the assets or business  of the Company  (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 Shareholder or an Affiliate thereof;

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

                  (x) any agreement which contains any provisions  requiring the
Company  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
Company or of the Buyer or any of its subsidiaries as currently conducted and as
currently proposed to be conducted;

                  (xii) any agreement under which the Company 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 Company  will  deliver 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 Company is a party,  the  agreement is assignable by the Company by
operation  of law 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 Company nor,
to the knowledge of the Shareholders, 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 Shareholders, is threatened, which, after the giving
of notice,  with  lapse of time,  or  otherwise,  would  constitute  a breach or
default by the Company or, to the knowledge of the Shareholders, any other party
under such agreement.


                                      -14-
<PAGE>

      2.15  Accounts  Receivable.  To the  knowledge  of the  Shareholders,  all
accounts  receivable of the Company  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 the Most Recent  Balance Sheet. A complete and accurate
list of the  accounts  receivable  reflected on the Most Recent  Balance  Sheet,
showing  the aging  thereof,  is  included  in  Section  2.15 of the  Disclosure
Schedule.  To the knowledge of the Shareholders,  all accounts receivable of the
Company  that have  arisen  since the Most Recent  Balance  Sheet 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 a  reserve  for bad debts in an  amount  proportionate  to the
reserve shown on the Most Recent Balance Sheet. The Company has not received any
written notice from an account debtor stating that any account  receivable in an
amount in excess of $5,000 is  subject to any  contest,  claim or setoff by such
account debtor.

      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 Company 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.  All  premiums due and payable
under all such  policies  have been  paid,  the  Company  may not be liable  for
retroactive  premiums  or similar  payments,  and the  Company is  otherwise  in
compliance in all material respects with the terms of such policies. The Company
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 Company's  professional  liability (errors and omissions)  insurance
policy,  such policy will be in full force and effect immediately  following the
Closing for a period of twelve (12) months 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  Company.  There are no  judgments,  orders or decrees
outstanding against the Company.

      2.18 Warranties.  No service or product  delivered,  made, sold, leased or
licensed by the Company 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 Company,  their  position with Company and their annual rate of
compensation.  Except as set forth on Section 2.19 of the  Disclosure  Schedule,
each current  employee of the Company and each past  employee of the Company has
entered into a confidentiality  and assignment of inventions  agreement with the
Company,  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
Company who are a party to a non-competition  agreement with the Company; copies
of such  agreements  have  previously  been  delivered  to the Buyer.  Each such
agreement  referenced in the


                                      -15-
<PAGE>

two  preceding  sentences to which the Company is a party is  assignable  by the
Company by operation of law 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 Company who are not
citizens of the United  States.  To the  knowledge of the  Shareholders,  no key
employee or group of employees  has any plans to terminate  employment  with the
Company  (other  than for the  purpose of  accepting  employment  with the Buyer
following the Closing) or not to accept  employment with the Buyer.  The Company
is in compliance  with all applicable laws relating to the hiring and employment
of employees.

            (b)  The  Company  is not 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. To the knowledge
of the  Shareholders,  no  organizational  effort  has been 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 Company.

      2.20 Employee Benefits.

            (a) Section 2.20(a) of the Disclosure  Schedule  contains a complete
and accurate list of all Company Plans.  Complete and accurate copies of (i) all
Company Plans which have been reduced to writing,  (ii) written summaries of all
unwritten Company Plans, (iii) all related trust agreements, insurance contracts
and summary plan  descriptions,  and (iv) all annual  reports  filed on IRS Form
5500,  5500C or 5500R and (for all funded plans) all plan  financial  statements
for the last five plan years for each Company Plan,  have been  delivered to the
Buyer.

            (b) Each Company Plan has been administered in all material respects
in  accordance  with its terms and each of the Company and the ERISA  Affiliates
has in all material  respects met its  obligations  with respect to each Company
Plan and has made all required  contributions  thereto. The Company,  each ERISA
Affiliate and each Company Plan are in compliance in all material  respects with
the currently  applicable  provisions of ERISA and the Code and the  regulations
thereunder  (including Section 4980B of the Code, Subtitle K, Chapter 100 of the
Code and Sections 601 through 608 and Section 701 et seq. of ERISA). All filings
and reports as to each Company Plan under this  Agreement  required to have been
submitted to the Internal Revenue Service or to the United States  Department of
Labor  have been  duly  submitted.  No  Company  Plan has  assets  that  include
securities issued by the Company or any ERISA Affiliate.

            (c) There  are no Legal  Proceedings  (except  claims  for  benefits
payable  in the normal  operation  of the  Company  Plans and  proceedings  with
respect to qualified domestic relations orders) against or involving any Company
Plan or asserting  any rights or claims to benefits  under any Company Plan that
could give rise to any material liability.

            (d) Neither the Company nor any ERISA  Affiliate has ever maintained
an  Employee  Benefit  Plan  subject to  Section  412 of the Code or Title IV of
ERISA.


                                      -16-
<PAGE>

            (e) At no time has the Company or any ERISA Affiliate been obligated
to contribute to any  "multiemployer  plan" (as defined in Section 4001(a)(3) of
ERISA).

            (f)  There  are no  unfunded  obligations  under  any  Company  Plan
providing  benefits  after  termination  of  employment  to any  employee of the
Company (or to any beneficiary of any such employee),  including but not limited
to retiree health coverage and deferred compensation, but excluding continuation
of health  coverage  required to be continued under Section 4980B of the Code or
other applicable law and insurance conversion privileges under state law.

            (g) No act or omission has  occurred  and no  condition  exists with
respect to any Company  Plan that would  subject the  Company,  the Buyer or any
Affiliate of Buyer to (i) any material  fine,  penalty,  tax or liability of any
kind imposed under ERISA or the Code or (ii) any contractual  indemnification or
contribution  obligation  protecting any fiduciary,  insurer or service provider
with respect to any Company Plan.

            (h) No Company  Plan is funded by,  associated  with or related to a
"voluntary  employee's  beneficiary  association"  within the meaning of Section
501(c)(9) of the Code.

            (i) Each Company Plan is amendable and  terminable  unilaterally  by
the  Company at any time  without  liability  or expense to the  Company or such
Company Plan as a result  thereof (other than for benefits  accrued  through the
date of termination or amendment and reasonable  administrative expenses related
thereto) and no Company Plan,  plan  documentation  or  agreement,  summary plan
description or other written communication distributed generally to employees by
its terms  prohibits the Company from amending or  terminating  any such Company
Plan.

            (j) Section 2.20 of the  Disclosure  Schedule  discloses  each:  (i)
agreement with any Shareholder, manager, executive officer or other key employee
of the Company (A) the benefits of which are  contingent,  or the terms of which
are altered,  upon the occurrence of a transaction  involving the Company of the
nature of any of the transactions  contemplated by this Agreement, (B) providing
any term of employment  or  compensation  guarantee 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 Company  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 Company,  including  any stock option plan,  stock
appreciation right plan,  restricted stock plan, stock purchase plan,  severance
benefit plan or Company 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.

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


                                      -17-
<PAGE>

            (l) No insurance  policy that  provides  medical or dental  benefits
under a Company Plan provides for any retrospective premium increases.

            (m) No Company  Plan that  provides  medical or dental  benefits  is
providing to any individual any continuation  coverage mandated by Section 4980B
of the Code (or any similar law).

      2.21 Environmental Matters.

            (a) To the knowledge of the  Shareholders,  the Company has complied
with all applicable  Environmental  Laws except where failure to do so would not
have a Company Material Adverse Effect. There is no pending or, to the knowledge
of the Shareholders,  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 Company.

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

            (c) The  Company  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  Company  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 Company  (whether
conducted by or on behalf of the Company or a third  party,  and whether done at
the  initiative  of the Company or directed  by a  Governmental  Entity or other
third party).

            (e) The Company 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 Company.

      2.22  Legal  Compliance.  Except  as set  forth  in  Section  2.22  of the
Disclosure Schedule,  the Company is currently conducting,  and has at all times
conducted,  its  business  in  material  compliance  with  each  applicable  law
(including  rules and regulations  thereunder) of any federal,  state,  local or
foreign  government,  or any  Governmental  Entity,  and  Company  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
failure to comply with  applicable laws or the lack of any such Permit would not
have a Company Material Adverse Effect.  The Company 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 Company  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


                                      -18-
<PAGE>

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 Company's
business. No person identified in the foregoing sentence has provided written or
verbal  notice to Company  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 Company 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  Company.  To  the  knowledge  of the
Shareholders  such listed Permits are the only Permits that are required for the
Company to conduct its business as presently  conducted.  Each such Permit is in
full force and effect;  the Company is in material  compliance with the terms of
each such Permit;  and, to the knowledge of the  Shareholders,  no suspension or
cancellation of such Permit is threatened.

      2.25 Certain Business  Relationships With Affiliates.  No Affiliate of the
Company (a) owns any property or right, tangible or intangible, which is used in
the  business of the Company,  (b) has any claim or cause of action  against the
Company, or (c) owes any money to, or is owed any money by, the Company,  except
as disclosed in Section 2.25 of the  Disclosure  Schedule  which  describes  any
transactions  or  relationships  between the Company 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 Company 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 except to GBQ Partners and such
fee will be paid by the Shareholders at Closing.

      2.27 Books and Records.  The minute books and other similar records of the
Company  contain  complete  and  accurate  records of all  actions  taken at any
meetings of the Company's Shareholders, managers or any committee thereof and of
all written  consents  executed in lieu of the holding of any such meeting.  The
books and records of the Company accurately  reflect,  in all material respects,
the assets, liabilities, business, financial condition and results of operations
of the Company.  Section 2.27 of the Disclosure  Schedule contains a list of all
bank  accounts  and safe  deposit  boxes of the Company and the names of persons
having signature authority with respect thereto or access thereto.

      2.28 Disclosure. No representation or warranty by the Company 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 Company 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 Company in good faith using the best
information  available  to  management  of the  Company  and  represent  Company
management's  good faith estimates of the future  performance of the Company for
the periods referred to therein. The Buyer acknowledges that


                                      -19-
<PAGE>

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

      2.30 Government Contracts.

            (a) The Company has not been  suspended or debarred  from bidding on
contracts or subcontracts with any Governmental  Entity; and to the knowledge of
the  Shareholders  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 Company or
the Buyer (assuming that no such suspension or debarment will result solely from
the identity of the Buyer). The Company has not been or is not 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  Shareholders,  has any  such  audit or
investigation been threatened. To the knowledge of the Shareholders, there is no
valid basis for (i) the  suspension  or debarment of the Company 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
Company has no agreements,  contracts or commitments  which require it to obtain
or maintain a security clearance with any Governmental Entity.

            (b) To the knowledge of the Shareholders, 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 Company 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)  Neither of the  Shareholders  is an  "accredited  investor"  as
defined in Rule 501(a) under the Securities Act.

            (b) Each of the  Shareholders  is  acquiring  the Shares for his 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) Each of the Shareholders 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) Each of the  Shareholders  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.


                                      -20-
<PAGE>

            (e) Each of the  Shareholders  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 Company and the Shareholders 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. The Acquisition Sub is a Nevada corporation duly organized,  validly
existing and in good standing under the laws of the State of Nevada and does not
carry on any business.

      3.2  Authorization of the  Transaction.  The Buyer and the Acquisition Sub
have all requisite power and authority to execute and deliver this Agreement and
the  Ancillary  Agreements  and  to  perform  their  obligations  hereunder  and
thereunder.  The execution and delivery by the Buyer and the  Acquisition Sub of
this Agreement and the Ancillary Agreements and the performance by the Buyer and
the  Acquisition  Sub of this  Agreement  and the Ancillary  Agreements  and the
consummation  by  the  Buyer  and  the  Acquisition  Sub  of  the   transactions
contemplated  hereby and thereby  have been duly and validly  authorized  by all
necessary  action  on the  part of the  Buyer  and  the  Acquisition  Sub.  This
Agreement  has been duly and validly  executed  and  delivered  by the Buyer and
constitutes,  and  each of the  Ancillary  Agreements,  upon its  execution  and
delivery by Buyer and the Acquisition Sub will  constitute,  a valid and binding
obligation  of the Buyer and the  Acquisition  Sub,  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 or
the  Acquisition  Sub of this  Agreement or the  Ancillary  Agreements,  nor the
consummation by the


                                      -21-
<PAGE>

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 or the  Acquisition  Sub,  (b)  require  on the  part of the  Buyer or the
Acquisition Sub 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,  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 or the Acquisition Sub 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 the  Acquisition  Sub or any of its  properties  or
assets.

      3.4 Capitalization. (a) 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  12,  2007.  As of October  12,  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  Company.  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,  neither the
Buyer nor the Acquisition Sub has 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,  the  Acquisition Sub or any subsidiary of the Buyer which, if determined
adversely to the Buyer,  the  Acquisition  Sub 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 Company.

      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.


                                      -22-
<PAGE>

      (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.

      3.8 Business Plan/  Projections.  Buyer has delivered or made available to
the Company and the  Shareholders  (i) complete  and correct  copies of business
plans,  presentations  and  agreements  ("documents")  related to the financing,
structure and obligations of all  transactions  that Buyer intends to enter into
after Closing  involving the Company (or its  successors) and (ii) the documents
were  prepared by Buyer in good faith using the best  information  available  to
Buyer and  represent  the good faith  estimates of Buyer's  management as to the
future performance of any transaction  involving the Company (or its successors)
after the Closing.

      3.9 Disclosure.  No  representation or warranty by Buyer 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 Buyer 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.

                                   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 Company shall use its Reasonable Best Efforts to obtain,  at
its 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
Company in Company's efforts to obtain such waivers, consents and approvals.

      4.3 Exclusivity.


                                      -23-
<PAGE>

            (a)  Neither  the Company  nor any  Shareholder  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 Company,  (ii)
furnish any non-public information concerning the business, properties or assets
of the Company 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  Company 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 Company and each Shareholder  shall  immediately  notify any
party  with  which  discussions  or  negotiations  of the  nature  described  in
paragraph  (a) above  were  pending  that the  Company  or the  Shareholder,  as
applicable, is terminating such discussions or negotiations. If the Company or a
Shareholder  receives any inquiry,  proposal or offer of the nature described in
paragraph (a) above, the Company or Shareholder,  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 Company
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 Company  shall not,  without the written
consent of the Buyer:

            (a) issue or sell any shares or other  securities  of the Company 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;

            (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(k)  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


                                      -24-
<PAGE>

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;

            (h)  amend  its   Articles   of   Incorporation,   Bylaws  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 assets of the Company;

            (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 or settle 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 Company and the
Shareholders  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 Company shall permit representatives of the Buyer, including
Buyer's  independent  accountants,  to have access in conjunction with a Company
representative  (upon reasonable prior notice) at all reasonable times, and in a
manner so as not to interfere with the normal business operations of the Company
to all premises,  properties,  financial,  tax and accounting records (including
the work papers of the  Company's  independent  accountants),  contracts,  other
records and  documents,  and  personnel,  of or pertaining  to the Company,  and


                                      -25-
<PAGE>

contacts at Company's  principal  suppliers  and  customers,  for the purpose of
performing such inspections and tests as the Company has approved and that Buyer
deems  necessary  or  appropriate  and  for the  purpose  of  preparing  audited
financial statements of the Company.

            (b) If the Closing has not occurred by November 15, 2007,  within 15
days after the end of each month  ending prior to the  Closing,  beginning  with
November 15, 2007,  the Company 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 Company as of the dates  thereof and for the periods  covered
thereby, and shall be consistent with the books and records of the Company.

      4.6 Notice of Breaches.

            (a) From the date of this Agreement  until the Closing,  the Company
shall promptly deliver to the Buyer supplemental  information  concerning 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 Company supplemental information concerning 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.

                                   ARTICLE V

                              CONDITIONS TO CLOSING

      5.1 Conditions to Obligations  of the Buyer and the  Acquisition  Sub. The
obligation of the Buyer and the Acquisition  Sub 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 Company  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 Company;

      (b) the representations and warranties of the Company and the Shareholders
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 Company and the Shareholders set forth
in this Agreement that are qualified as to materiality shall be true and correct
in all respects, and all other representations


                                      -26-
<PAGE>

and warranties of the Company and the  Shareholders  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  Company  and  the  Shareholders  shall  have  performed  or
complied with its and their 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 the  Company,  or to conduct  the  business of the Company as
currently conducted, following the Closing;

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

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

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

            (h) the Company shall have delivered the Net Working Capital Balance
Certificate;

            (i) each of the Key  Employees  shall have  executed  an  Employment
Agreement  with the Company  and shall not have taken any action  which would be
prohibited thereby in any material respect;

            (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 Company 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  Buyer and its  attorneys,  accountants,  lenders  and other
representatives   and  agents   shall  have   completed   their  due   diligence
investigation  of the Company and the  Business and  discovered  no issues which
reasonably (in the Buyer's  determination)  would have a material adverse effect
on the Company's financial condition or projected cash flows;

            (n) the Buyer  shall  have  received  such  other  certificates  and
instruments  (including  certificates  of good  standing  of the  Company in its
jurisdiction of organization,


                                      -27-
<PAGE>

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;

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

            (p)  the   Shareholders   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.

      5.2 Conditions to Obligations of the  Shareholders.  The obligation of the
Company and the Shareholders 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 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  Shareholders  the Buyer
Certificate;

            (e) the Shareholders shall have received such other certificates and
instruments  (including  certificates  of good  standing  of the  Buyer  and the
Acquisition Sub in their  jurisdiction of organizations,  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 Shareholders shall be reasonably satisfied that the issuance
and sale of the  Shares,  and any  subsequent  transfers  of the  Shares  to the
Shareholders,  are exempt from the  registration  requirements of the Securities
Act;

            (g) the Buyer shall have  delivered to the  Shareholders  an updated
copy of the Buyer's business plan;


                                      -28-
<PAGE>

            (h) the Lease  shall  have been  assigned  to, and  assumed  by, the
Buyer; and

            (i) the Company shall have delivered the Net Working Capital Balance
Certificate.

                                   ARTICLE VI

                             POST-CLOSING COVENANTS

      6.1 Proprietary Information.  From and after the Closing, the Shareholders
shall not  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 the  Company's  business  or the Buyer or its  business
(including the financial information,  technical information or data relating to
the  Company's  products  and names of  customers  of the  Company),  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  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 a  Shareholder  or an Affiliate  thereof;
provided that this Section  shall not restrict any Key Employee from  performing
his job function  with and for the benefit of the Company or the Buyer after the
Closing.

      6.2 Solicitation and Hiring.  During the applicable  Restricted Period, no
Shareholder  shall,   either  directly  or  indirectly   (including  through  an
Affiliate),  solicit,  hire or  attempt  to induce any  Restricted  Employee  to
terminate  his  employment  with  the  Buyer  or any  subsidiary  of  the  Buyer
(including without limitation the Company).

      6.3 Non-Competition.

            (a) During the applicable  Restricted  Period, no Shareholder 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 the Shareholder's  ownership interest
in Buyer), (i) provide any service or design, develop, manufacture, market, sell
or license any product in the Restricted Territory which is competitive with any
service  provided  or  product  designed,   developed  (or  under  development),
manufactured,  sold or licensed  by the  Company as of the Closing  Date or (ii)
engage in the Restricted Territory in any business competitive with the Business
of  the  Company  as  conducted  as  of  the  Closing  Date,  including  without
limitation,  computer  systems  management  and other  provision of  information
technology  services.  The Restricted Territory shall comprise the State of Ohio
plus physical locations outside the State of Ohio where customers of the Company
purchased the products or services of the Company within one year of the Closing
Date.

            (b) Each of the  Shareholders  agree that the Restricted  Period and
Restricted Territory of the non-competition  provision set forth in this Section
6.3 are reasonable. In the event that any court determines that such duration or
the geographic  scope, or both, are  unreasonable  and that such provision is to
that extent unenforceable,  the Parties agree that the


                                      -29-
<PAGE>

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  Shareholders  shall,  and shall use
their best efforts to cause their  Affiliates to, refer all inquiries  regarding
the business, products and services of the Company to the Buyer.

      6.4 Tax Records.  The Buyer shall make available to the  Shareholders  and
their  representatives  all records  and  materials  reasonably  required by the
Shareholders  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   Shareholders  in  such  case.  The
Shareholders  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 any tax  period  ending  on or before  the  Closing  Date and  shall  provide
reasonable cooperation to the Buyer in such case.

      6.5  Cooperation  in  Litigation.  From and after the Closing  Date,  each
Shareholder  shall fully cooperate with the Buyer and the Company in the defense
or prosecution of any litigation or proceeding  already  instituted or which may
be instituted  hereafter  against or by the Buyer or the Company  relating to or
arising out of the conduct of the business of the Company  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 Buyer shall
pay the reasonable out-of-pocket expenses incurred in providing such cooperation
(including  legal fees and  disbursements)  by the  Shareholders  providing such
cooperation  and shall  reimburse the  Shareholders,  at a reasonable  rate, for
their  time  spent in such  cooperation  in excess of  twenty-five  hours in the
aggregate on such matter.

      6.6 Legends.  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 VII

                                 INDEMNIFICATION

      7.1 Indemnification by the Shareholders.  The Shareholders,  severally and
not  jointly,  shall  indemnify  the  Buyer  (and its  officers,  directors  and
affiliates)  in respect of, and hold the


                                      -30-
<PAGE>

Buyer (and its officers,  directors and affiliates)  harmless  against,  Damages
incurred  or  suffered  by the  Buyer,  the  Company  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 Company or Shareholders
contained in this Agreement, or any Ancillary Agreement;

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

            (c) any Shareholder Liabilities.

      7.2   Indemnification   by  the  Buyer.  The  Buyer  shall  indemnify  the
Shareholders in respect of, and hold the Shareholders  harmless against, any and
all Damages incurred or suffered by the Shareholders 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 Buyer or the Acquisition
Sub contained in this Agreement,  any Ancillary Agreement or any other agreement
or  instrument  furnished  by the Buyer or the  Acquisition  Sub to the  Company
pursuant to this Agreement;

            (b) any failure to perform any  covenant or  agreement  of the Buyer
contained in this Agreement, or any Ancillary Agreement; and

            (c) any personal  obligations or guarantees of the Shareholders with
respect to the Scheduled 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


                                      -31-
<PAGE>

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 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 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.


                                      -32-
<PAGE>

            (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 may 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 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 Cincinnati, Ohio, 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.


                                      -33-
<PAGE>

                  (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
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 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 shall survive the Closing  without  limitation and (ii) the  representations
and  warranties  set forth in Sections 2.9, 2.20 and 2.21 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


                                      -34-
<PAGE>

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.

      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;
provided,  however,  that only items in excess of $1,000.00  shall be considered
for purposes of  aggregating  the threshold  claim amount of $50,000 in Sections
7.6(f) and (g).

            (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;  provided
that this does not prevent either party from enforcing the terms of this Article
VII.

            (c)  Notwithstanding  any other  provisions of this  Agreement,  the
Buyer agrees that the  Shareholders'  obligations  under Section 7.1(a) shall be
limited  solely  to  the  Escrow  Fund  held  by  the  Escrow  Agent,   and  any
indemnification  payments  under  Section  7.1(a) 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.  The Buyer
agrees that the value of the Shares, for the purposes of this Article VII, shall
be deemed to be the greater of (i) $1.00 or (ii) the Value.

            (d)  Notwithstanding  any other  provisions of this  Agreement,  the
Shareholders  agree that the Buyer's  obligations  under Section 7.2(a) shall be
limited  solely to $240,187;  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 Shareholders 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 Company
and the  Shareholders  shall be liable for any and all  Damages  (including  the
first $50,000 of such 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


                                      -35-
<PAGE>

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.

            (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(including  the first  $50,000  of such
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)  Each   Shareholder   shall  have  no  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  Shareholder
(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  Shareholder's pro rata share of the Escrow Fund) greater
than the product of (x)  $500,000.00 or, if less, the Value of 500,000 Shares as
of the  date  payment  for  indemnification  is  made,  multiplied  by (y)  such
Shareholder's  ownership percentage of Company immediately prior to the Closing.
Buyer  must  first  seek to  satisfy  any  claim by the  Buyer  against  a given
Shareholder  under  this  Article  VII  against  any of the Shares (at the Value
thereof) then held by such  Shareholder,  and with respect to matters  exceeding
such Value,  Buyer may seek cash to satisfy such claim (subject to the aggregate
limitation set forth in clause (ii) above).

      7.7 Remedies  upon Failure to Comply with Section  1.5(b).  In addition to
the remedies set forth in this  Article VII, on and after the  thirtieth  (30th)
day after the  Closing  of this  Agreement,  in the event that the Buyer has not
paid off or  refinanced  the loans with 5/3 and HNB  referenced  in Section  1.5
above,  or  obtained a letter of credit  with  respect  thereto,  upon demand of
either  Shareholder,  the Buyer  shall  immediately  obtain one or more  standby
letters  of credit in favor of 5/3 and HNB as  beneficiaries  upon which HNB and
5/3 may draw with  respect to such  loans.  Either  Shareholder  is  entitled to
enforce the terms of this  Section 7.7 by specific  performance  as set forth in
Section 10.13 hereof.

                                  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 Company and the  Shareholders in the event the Company or any Shareholder
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


                                      -36-
<PAGE>

following  delivery by the Buyer to the Company and the  Shareholders of written
notice of such breach;

            (c) the Company  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 Company to the
Buyer of written notice of such breach;

            (d) the Buyer may terminate  this Agreement by giving written notice
to the Company and the Shareholders if the Closing shall not have occurred on or
before  December  31, 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

            (e) the Company  may  terminate  this  Agreement  by giving  written
notice to the Buyer if the Closing shall not have occurred on or before December
31, 2007 by reason of the failure of any condition  precedent  under Section 5.2
(unless  the  failure  results  primarily  from a  breach  by the  Company  or a
Shareholder  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);  except that the Buyer
shall pay the reasonable  expenses of the Company  (including  reasonable  legal
fees) up to a maximum of $15,000 if the Buyer  terminates  this Agreement  under
Section 8.1(d).

                                   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.

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

      "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.

      "Ancillary  Agreements"  shall mean the Escrow  Agreement  and the various
certificates,  instruments  and  documents  required to be  delivered  under the
provisions of this Agreement.


                                      -37-
<PAGE>

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

      "Business" means any of the following, to the extent actually conducted by
the Company: (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 signed by an Officer of the
Buyer 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.

      "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.

      "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.

      "Closing Net Working  Capital" shall mean the Net Working Capital shown on
the Net Working Capital Balance Certificate.

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

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

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


                                      -38-
<PAGE>

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

      "Company Contracts" shall mean the customer contracts,  supplier contracts
and vendor contracts listed on Section 2.14 of the Disclosure Schedule,  and the
Lease described in Section 2.12 of the Disclosure Schedules.

      "Company  Intellectual  Property"  shall  mean  shall  the  Company  Owned
Intellectual Property and the Company Licensed Intellectual Property.

      "Company  Licensed  Intellectual  Property"  shall  mean all  Intellectual
Property that is licensed to the Company by any third party.

      "Company  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, condition (financial
or other),  or results of operations of the Company,  or (ii) the ability of the
Buyer to operate the business of the Company  immediately  after the Closing.  A
decrease in the Net Working  Capital  from that stated on the  internal  balance
sheet of the Company,  dated as of September 30, 2007 and provided to the Buyer,
in the amount of $50,000 or greater shall  constitute a "Seller Material Adverse
Effect" as well.  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  their  respective  customary  and  ordinary
meanings,  without regard to the meaning  ascribed to Company  Material  Adverse
Effect.

      "Company Owned Intellectual Property" shall mean all Intellectual Property
owned or purported to be owned by the Company, in whole or in part.

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

      "Company  Registrations"  shall mean Intellectual  Property  Registrations
that are  registered or filed in the name of the Company,  alone or jointly with
others.

      "Company  Shares"  shall have the meaning set forth in Section 1.3 of this
Agreement.

      "Company Source Code" shall mean the source code for any Software included
in the Customer Offerings or Internal Systems or other confidential  information
constituting, embodied in or pertaining to such Software.

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

      "Customer  Offerings"  shall mean (a) the  services  that the  Company (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 Company (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


                                      -39-
<PAGE>

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.  A true and complete list
of all  Customer  Offerings  is set forth in Section  2.13(c) of the  Disclosure
Schedule.

      "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
Company 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.

      "Earnout"  shall  have  the  meaning  set  forth  in  Section  1.6 of this
Agreement.

      "Effective  Time"  shall have the meaning set forth in Section 1.1 of this
Agreement.

      "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.

      "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


                                      -40-
<PAGE>

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 Company.

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

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

      "Escrow  Fund"  shall mean 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 240,187 of the Shares.

      "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.

      "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.

      "Exploit" shall mean develop,  design, test, modify, make, use, sell, have
made,  used and sold,  import,  reproduce,  market,  distribute,  commercialize,
support, maintain, correct and create derivative works of.

      "Financial Statements" shall mean:

            (a) the unaudited  balance sheets and statements of income,  changes
in  Shareholders'  equity and cash flows of the Company as of the end of and for
each of the years ended  December 31,  2004,  December 31, 2005 and December 31,
2006; and

            (b) the Most Recent  Balance Sheet and the  unaudited  statements of
income,  changes in  Shareholders'  equity  and cash flows for the three  months
ended as of the Most Recent Balance Sheet Date.


                                      -41-
<PAGE>

      "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.

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

            (c) Patent Rights;

            (d) Trademarks and all goodwill in the Trademarks;

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

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

            (g)   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

            (h)  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).

      "Intellectual  Property  Registrations"  means Patent  Rights,  registered
Trademarks,  registered  copyrights  and designs,  mask work  registrations  and
applications for each of the foregoing.

      "Internal  Systems"  shall mean the  Software  and  Documentation  and the
computer,  communications and network systems (both desktop and enterprise-wide)
used by the Company in its business or  operations  or to develop,  manufacture,
fabricate, assemble, provide, distribute, support, maintain or test the Customer
Offerings,  whether  located on the premises of the Company or hosted at a third
party site.  All  Internal  Systems  that are  material  to the  business of the
Company are listed and described in Section 2.13(c) of the Disclosure Schedule.


                                      -42-
<PAGE>

      "Key  Employees"  means  Mike  Haun and Tom Bell  and any  other  employee
designated as such by the Buyer at Closing.

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

      "Lease  Agreement" means that certain Lease,  between Company and 935 East
Wind Partnership.

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

      "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  Company.  The  Liabilities  shall
include, without limitation, all liabilities and obligations of the Company:

            (i) for any Taxes  imposed  upon the Company  arising in  connection
with the consummation of the transactions contemplated by this Agreement, or for
any Taxes imposed upon the Company that are  attributable to the Business of the
Company prior to the Closing,  except to the extent that such  liabilities  have
been, in the aggregate,  included for the purpose of calculating the Closing Net
Working Capital.

            (j)  for  costs  and  expenses  incurred  in  connection  with  this
Agreement  or  the  consummation  of  the  transactions   contemplated  by  this
Agreement;

            (k) under this Agreement or the Ancillary Agreements;

            (l) arising out of or relating to the Shareholder Liabilities;

            (m) for any breach,  act or  omission  by the  Company  prior to the
Closing  under  any  contract  or  agreement  not  disclosed  on the  Disclosure
Schedule;

            (n)  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;

            (o) to pay  severance  benefits to any employee of the Company 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
Company  prior to the Closing that arose under any federal or state law or under
any Employee Benefit Plan established or maintained by the Company;

            (p) 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 Company
prior to the Closing or was


                                      -43-
<PAGE>

serving  at the  request  of the  Company  prior to the  Closing  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);

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

            (r)  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  Company  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);

            (s) for benefits under any Company Plan; and

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

      "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.

      "Merger" has the meaning set forth in Section 1.1.

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

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

      "Net Working Capital" shall mean the amount equal to the current assets of
the Company minus the current liabilities of the Company,  each as determined in
accordance with GAAP.

      "Net Working Capital Balance  Certificate"  shall mean a certificate  from
the Company's  chief executive  officer and chief  financial  officer which sets
forth the total  amount of Net Working  Capital of the Company as of the Closing
Date.

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


                                      -44-
<PAGE>

      "Open  Source  Materials"  means  all  Software,  Documentation  or  other
material that is distributed as "free software", "open source software" or under
a similar licensing or distribution  model,  including,  but not limited to, the
GNU General  Public License  (GPL),  GNU Lesser  General Public License  (LGPL),
Mozilla Public License (MPL), or any other license  described by the Open Source
Initiative as set forth on www.opensource.org.

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

      "Parties" shall mean the Buyer,  the Company and the  Shareholders,  where
applicable.  References  which contrast  "Party" to the other "Party" shall mean
the Buyer on the one hand and the Company and the Shareholders, 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).

      "Purchase Price" shall mean the purchase price to be paid by the Buyer for
the Company Shares.

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

      "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  Company  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 Buyer, in the good faith  determination  of the Board of Directors
of Buyer, not for cause or not for a material failure to perform.

      "Restricted  Period" shall mean from the date of this Agreement  until (i)
twenty-four  months  following his 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 Company and all other  Shareholders of Company not
specifically identified in the foregoing clauses (i) or (ii).

      "Scheduled  Liabilities"  shall mean (a) all  obligations  of the  Company
arising after the Closing,  other than any  liabilities  for any breach,  act or
omission by the Company  prior to the Closing  under any Company  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


                                      -45-
<PAGE>

from  January 1, 2007 to the Closing  Date as accepted by Buyer and as reflected
in Net Working Capital as of the Closing, (c) any liabilities to the extent such
liabilities  are, in the aggregate,  included for the purpose of calculating the
Closing Net Working Capital or  attributable  to the Business  subsequent to the
Closing, and (d) all obligations and liabilities set forth on Schedule 2.8.

      "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 Company  and not  material to the  Company,  and (iv)
liens for Taxes which are not yet due and payable.

      "Shareholder Liabilities" shall mean those obligations and liabilities set
forth on Schedule 1.5(a).

      "Shares"  has the meaning set forth in Section 1.3 of this  Agreement  and
shall include any shares of any successor entity 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
Company 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,


                                      -46-
<PAGE>

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  Company 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 Company or their affiliates for which indemnification
may be sought by Buyer or Company 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.

      "Value"  means,  with  respect  to the Shares or the  Escrow  Shares,  the
average  closing price of Buyer Common Stock on any stock  exchange,  if any, on
which such shares are then  trading 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,  or if such shares
are not then  publicly  traded,  the value as of such date as  determined by the
Board of  Directors  of the Buyer in good faith.  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 Shareholder Representative and provide
him 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,


                                      -47-
<PAGE>

2007;  provided  that the terms of any  Confidentiality  Agreement  between  the
Buyer,  the  Shareholders  and the Company  shall remain in effect in accordance
with its terms.

      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 an entity in any merger
between the Buyer and such entity to one or more Affiliates of the Buyer or such
surviving entity, including,  without limitation, any entity that is a successor
to the Buyer. 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.

      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 Company:                          Copy to:

Bell-Haun Systems, Inc.                     Taft, Stettinius & Hollister LLP
935 Eastwind Drive                          21 E. State Street, Suite 1200
Westerville, Ohio 43081                     Columbus, Ohio 43215
                                            Attn: D. Reynolds

If to the Buyer:                            Copy to:

Beacon Enterprise Solutions, 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


                                      -48-
<PAGE>

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 Shareholder  Representative
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,  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
nonexclusive  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,  and (d) waives any right it may have to a trial by


                                      -49-
<PAGE>

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  1.1,  1.5, 6.1, 6.2, 6.3 and 7.7) 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,  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.

            (e) As used in this Agreement, the term "knowledge" shall mean, with
respect to an  individual,  that (a) that  individual is actually  aware of that
fact or matter;  or (b) a prudent  individual  could be  expected to discover or
otherwise  become  aware of that fact or matter in the  course of  conducting  a
reasonable  investigation  regarding  the  accuracy  of  any  representation  or
warranty  contained in this  Agreement.  With respect to an entity other than an
individual,  the term "knowledge" shall mean that any individual who is serving,
or who has at any time served,  as a director,  officer,  partner,  shareholder,
executor or trustee (or in any similar  capacity)  of that entity has, or at any
time had,  knowledge of that fact or other matter (as set forth above),  and any


                                      -50-
<PAGE>

such individual  (and any individual  party to this Agreement) will be deemed to
have conducted a reasonably  comprehensive  investigation regarding the accuracy
of the representations and warranties made herein by that entity or individual.


                                      -51-
<PAGE>

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

BUYER:                                      SELLER:

BEACON ENTERPRISE SOLUTIONS                 BELL-HAUN SYSTEMS,
GROUP, INC.                                 INC.

By: /s/ Bruce Widener                       By:
   ---------------------------------           ---------------------------------
     Name:  Bruce Widener                        Name:
     Title: Chief Executive Officer              Title:

ACQUISITION SUB:

BH ACQUISITION SUB, INC.

By: /s/ Bruce Widener
   ---------------------------------
     Name:  Bruce Widener
     Title: Chief Executive Officer

                                            SHAREHOLDERS:

                                            /s/ Thomas O. Bell
                                            ------------------------------------
                                            Thomas O. Bell

                                            /s/ Michael T. Haun
                                            ------------------------------------
                                            Michael T. Haun


                                      -52-
<PAGE>

                                   EXHIBIT 1.6

"Adjusted  Gross  Profits"  shall  mean an amount  equal to the sum of:  (i) one
hundred percent (100%) of all Gross Profits derived from sales made by Bell-Haun
Sales  Representatives  to (a) customers  situated in the State of Ohio, and (b)
customers situated outside the State of Ohio for goods and services that require
no installation;  and (ii) fifty percent (50%) of all Gross Profits derived from
sales made by (a) Company  sales  representatives  (other than  Bell-Haun  Sales
Representatives)  to customers  situated in the State of Ohio, and (b) Bell-Haun
Sales  Representatives  to customers situated in the State of Ohio for goods and
services that require installation.

"Gross  Profits" shall mean the revenues  received by the Company during the one
year  period  beginning  on the  Closing  Date  attributable  to  sales  made by
Bell-Haun Sales Representatives or to Targeted Bell-Haun Prospects, less (i) the
cost of goods sold to the  Company;  (ii) the direct  cost to the Company of any
service  provider  required in connection  with  performance  of services by the
Company,  (iii)  sales  or  finders  commissions  paid to other  consultants  or
employees of the Company  relating to such revenues;  and (iv) any taxes,  fees,
charges or other expenses paid by the Company in connection with such revenues.

"Bell-Haun   Sales   Representatives"   shall   mean  those   employees,   sales
representatives  and  personnel  of  the  Company  who  were  employees,   sales
representatives  or other  personnel  (including both Thomas O. Bell and Michael
Haun)  of  Bell-Haun  Systems,  Inc.,  prior  to the  closing  of  the  Purchase
Agreement.

"Targeted  Bell-Haun  Prospects" shall mean any customers of Bell-Haun  Systems,
Inc.  specifically  identified  as such  prior to the  closing  of the  Purchase
Agreement and any customers or prospects located in the State of Ohio.


                                      -53-