EXHIBIT 10.5

                            ASSET PURCHASE AGREEMENT

                             dated October 15, 2007

                                  by and among

                    BEACON ENTERPRISE SOLUTIONS GROUP, INC.,

                                       and

                           ADVANCE DATA SYSTEMS, INC.
                                      D/B/A
                                   ADSNETCURVE

                                       and

                 the Shareholders of Advance Data Systems, Inc.

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I             THE ASSET PURCHASE.......................................1
         1.1      Purchase and Sale of Assets..................................1
         1.2      Assumption of Liabilities....................................1
         1.3      Purchase Price...............................................1
         1.4      Escrow.......................................................2
         1.5      The Closing..................................................2
         1.6      Allocation...................................................3
         1.7      Further Assurances...........................................3

ARTICLE II            REPRESENTATIONS AND WARRANTIES OF THE SELLER.............4
         2.1      Organization, Qualification and Corporate Power..............4
         2.2      INTENTIONALLY DELETED
         2.3      Authorization of Transaction.................................4
         2.4      Noncontravention.............................................4
         2.5      Subsidiaries.................................................5
         2.6      Financial Statements.........................................5
         2.7      Absence of Certain Changes...................................5
         2.8      Undisclosed Liabilities......................................5
         2.9      Tax Matters..................................................5
         2.10     Ownership and Condition of Assets............................7
         2.11     Owned Real Property..........................................7
         2.12     Real Property Leases.........................................7
         2.13     Intellectual Property........................................8
         2.14     Contracts...................................................10
         2.15     Accounts Receivable.........................................11
         2.16     Insurance...................................................12
         2.17     Litigation..................................................12
         2.18     Warranties..................................................12
         2.19     Employees...................................................12
         2.20     Employee Benefits...........................................13
         2.21     Environmental Matters.......................................13
         2.22     Legal Compliance............................................13
         2.23     Customers and Suppliers.....................................13
         2.24     Permits.....................................................14
         2.25     Certain Business Relationships With Affiliates..............14
         2.26     Brokers' Fees...............................................14
         2.27     INTENTIONALLY DELETED
         2.28     Disclosure..................................................14
         2.29     INTENTIONALLY DELETED
         2.30     Government Contracts........................................14
         2.31     Securities Representations..................................15

ARTICLE III           REPRESENTATIONS AND WARRANTIES OF THE BUYER.............15


                                       (i)
<PAGE>

         3.1      Organization and Corporate Power............................15
         3.2      Authorization of the Transaction............................16
         3.3      Noncontravention............................................16
         3.4      Capitalization..............................................16
         3.5      No Prior Activities.........................................17
         3.6      Litigation..................................................17

ARTICLE IV            PRE-CLOSING COVENANTS...................................17
         4.1      Closing Efforts.............................................17
         4.2      Governmental and Third-Party Notices and Consents...........17
         4.3      Exclusivity.................................................18
         4.4      Operation of Business.......................................18
         4.5      Access to Information.......................................20
         4.6      Notice of Breaches..........................................20
         4.7      FIRPTA Tax Certificate......................................20

ARTICLE V             CONDITIONS TO CLOSING...................................20
         5.1      Conditions to Obligations of the Buyer......................20
         5.2      Conditions to Obligations of the Seller.....................22

ARTICLE VI            POST-CLOSING COVENANTS..................................23
         6.1      Proprietary Information.....................................23
         6.2      Solicitation and Hiring.....................................23
         6.3      Non-Competition.............................................24
         6.4      Tax Matters.................................................24
         6.5      Sharing of Data.............................................25
         6.6      Use of Name.................................................26
         6.7      Cooperation in Litigation...................................26
         6.8      Collection of Accounts Receivable...........................26
         6.9      Employees...................................................26
         6.10     Maintenance of Corporate Existence;
                    Distribution of Shares....................................27

ARTICLE VII           INDEMNIFICATION.........................................27
         7.1      Indemnification by the Seller...............................27
         7.2      Indemnification by the Buyer................................27
         7.3      Indemnification Claims......................................28
         7.4      Survival of Representations and Warranties..................29
         7.5      Treatment of Indemnity Payments.............................29
         7.6      Limitations.................................................29

ARTICLE VIII          TERMINATION.............................................30
         8.1      Termination of Agreement....................................30
         8.2      Effect of Termination.......................................31

ARTICLE IX            DEFINITIONS.............................................31

ARTICLE X             MISCELLANEOUS...........................................42


                                      (ii)
<PAGE>

         10.1     Press Releases and Announcements............................42
         10.2     No Third Party Beneficiaries................................43
         10.3     Entire Agreement............................................43
         10.4     Succession and Assignment...................................43
         10.5     Counterparts and Facsimile Signature........................43
         10.6     Headings....................................................43
         10.7     Notices.....................................................43
         10.8     Governing Law...............................................44
         10.9     Amendments and Waivers......................................44
         10.10    Severability................................................44
         10.11    Expenses....................................................45
         10.12    Submission to Jurisdiction..................................45
         10.13    Specific Performance........................................45
         10.14    Construction................................................45

Exhibits
Exhibit A - Secured Promissory Note
Exhibit B - Security Agreement
Exhibit C - Bill of Sale
Exhibit D - Instrument of Assumption
Exhibit E - Opinion of Seller's Counsel
Exhibit F - Escrow Agreement
Exhibit G - Opinion of Buyer's Counsel

Schedules
Schedule 1.1(b) -Specified Excluded Assets
Schedule 1.6 -Allocation of Purchase Price
Schedule 2.8 - Assumed Accounts Payable
Schedule 6.9 -Employees To Be Offered Employment By Buyer
Disclosure Schedules


                                      (iii)
<PAGE>

                            ASSET PURCHASE AGREEMENT

      This Asset  Purchase  Agreement  is entered into as of October 15, 2007 by
and among BEACON ENTERPRISE  SOLUTIONS GROUP, INC., an Indiana  corporation (the
"Buyer"),  ADVANCE DATA SYSTEMS INC. d/b/a ADSnetcurve,  a Kentucky  corporation
(the  "Seller"),  and the  shareholders  of  Seller  (each a  "Shareholder"  and
collectively, the "Shareholders").

      This Agreement contemplates a transaction in which the Buyer will purchase
substantially  all of the assets and assume  certain of the  liabilities  of the
Seller.

      Contemporaneously  with the  execution  and  delivery  of this  Agreement,
certain employees of the Seller have entered into employment agreements with the
Buyer, to become effective upon the Closing (the "Employment Agreements").

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

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

                                   ARTICLE I

                               THE ASSET PURCHASE

      1.1 Purchase and Sale of Assets.

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

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

      1.2 Assumption of Liabilities.

            (a) Upon and subject to the terms and conditions of this  Agreement,
the Buyer shall assume and become  responsible  for, from and after the Closing,
the Assumed Liabilities.

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

      1.3 Purchase Price.  The aggregate  Purchase Price to be paid by the Buyer
for the  Acquired  Assets will equal One Million  Six Hundred  Thousand  Dollars
($1,600,000)  (the  "Purchase  Price").  The  Purchase  Price will be divided as
follows: (a) $600,000.00,  subject to the purchase price adjustment set forth in
Section 1.4 (the "Cash  Consideration"),  (b) 700,000  shares


<PAGE>

(the  "Shares")  of Buyer  Common  Stock  issued  pro-rata  to the  Shareholders
pursuant to Seller's instructions, and (c) the Secured Promissory Note.

      1.4 Purchase Price Adjustment.  Prior to the Closing, Seller shall deliver
to Buyer the Net  Working  Capital  Balance  Certificate.  To the extent the Net
Working  Capital  Balance  Certificate  shows that  there  exists any Excess Net
Working Capital, such Excess Net Working Capital shall be paid by Buyer into the
Escrow  Account (up to and  including  the amount of $200,000 with any remaining
additional  balance,  if any,  to be paid into the Escrow  Account  as  accounts
receivable are realized). Within twenty (20) days after the Closing, Buyer shall
present to Seller  proposed  adjustments,  if any,  to the  Closing  Net Working
Capital  reflected on the Net Working  Capital  Balance  Certificate.  Buyer and
Seller shall have ten (10) days to resolve any disagreements  over such proposed
adjustments. If Buyer and Seller are unable to agree on such adjustments,  Buyer
and Seller shall jointly select an independent  certified public accountant (the
"Independent  Accountant")  who will  promptly  review  this  Agreement  and the
disputed items or amounts for the purpose of  calculating  the final Closing Net
Working Capital.  In making such calculation,  the Independent  Accountant shall
consider  only  those  items  or  amounts  on the Net  Working  Capital  Balance
Certificate that have been adjusted by Buyer. Such Independent Accountant shall,
as promptly as  practicable  but in any event  within ten (10) days,  deliver to
Buyer and Seller a report setting forth such  calculation.  Such report shall be
final and  binding  upon Buyer and  Seller.  The cost of such  review and report
shall be borne by Buyer and Seller equally,  and the Seller shall not distribute
any portion of the Cash Consideration until a final determination of the Closing
Net  Working  Capital has been made and agreed upon by the Buyer and the Seller.
To the extent the final Closing Net Working Capital (after adjustments)  exceeds
$105,000.00,  the amount of any such excess,  including  any amounts held in the
Escrow  Account  and  any  interest   thereon,   shall  be  added  to  the  Cash
Consideration  and  paid  by  Buyer  to  Seller  within  five  (5)  days  of the
determination  of the final  Closing  Net  Working  Capital  (after  adjustments
whether by agreement of the parties or by the  Independent  Accountant).  To the
extent the final  Closing  Net  Working  Capital  (after  adjustments)  is below
$105,000.00,  the Seller  shall remit to the Buyer the amount of the Net Working
Capital Difference from the Cash Consideration.

      1.5 The Closing.

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

            (b) At the Closing:

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

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


                                      -2-
<PAGE>

                  (iii) the Buyer  shall  execute  and deliver to the Seller the
Secured Promissory Note in substantially the form attached hereto as Exhibit A;

                  (iv) the Buyer and the Seller  shall  execute  and  deliver to
each other the Security  Agreement in substantially  the form attached hereto as
Exhibit B;

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

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

                  (vii)  the  Buyer  shall pay to the  Seller,  payable  by wire
transfer,  bank draft, or other delivery of immediately  available U.S. funds to
an account designated by the Seller, the Cash Consideration;

                  (viii) the Buyer shall deliver the Shares to Seller;

                  (ix) the Buyer,  the Seller and the Escrow Agent shall execute
and deliver the Escrow  Agreement in  substantially  the form attached hereto as
Exhibit E and the Buyer shall  deposit the Excess Net Working  Capital,  if any,
with the Escrow Agent in accordance with Section 1.4;

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

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

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

      1.7  Further  Assurances.  At any  time and from  time to time  after  the
Closing,  at the request of the Buyer and  without  further  consideration,  the
Seller  shall  execute and deliver  such other  instruments  of sale,  transfer,
conveyance  and  assignment  and take such  actions as the Buyer may  reasonably
request to more  effectively  transfer,  convey and assign to the Buyer,  and


                                      -3-
<PAGE>

to confirm the Buyer's rights to, title in and ownership of, the Acquired Assets
and to place the Buyer in actual possession and operating control thereof.

                                   ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

      The Seller  represents and warrants to the Buyer that, except as set forth
in the Disclosure  Schedules,  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  (after  giving effect to any
supplement(s) of the Disclosure Schedules pursuant to Section 4.6 or otherwise),
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 Schedules 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  Schedules  shall be deemed to be  disclosed  and
incorporated  by  reference  in any such  other  section  or  subsection  of the
Disclosure Schedules as though fully set forth in such section or subsection.

      2.1  Organization,  Qualification  and  Corporate  Power.  The Seller is a
corporation validly existing and in good standing under the laws of the State of
Kentucky.  The  Seller is duly  qualified  to  conduct  business  and is in good
standing  under  the laws of each  jurisdiction  listed  in  Section  2.1 of the
Disclosure Schedules,  which jurisdictions  constitute the only jurisdictions in
which the  Seller's  business  or the  ownership  or leasing  of its  properties
requires such qualification. The Seller has all requisite power and authority to
carry on the  business in which it is engaged and to own and use the  properties
owned and used by it.

      2.2 INTENTIONALLY OMITTED.

      2.3 Authorization of Transaction.

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

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

      2.4  Noncontravention.  Except as listed in Section 2.4 of the  Disclosure
Schedules, neither the execution and delivery by the Seller of this Agreement or
the Ancillary Agreements, nor the consummation by the Seller of the transactions
contemplated hereby or thereby,  will (a)


                                      -4-
<PAGE>

conflict  with or violate any  provision  of the  Articles of  Incorporation  or
Bylaws of the  Seller,  (b)  require  on the part of the Seller any notice to or
filing  with,  or  any  permit,  authorization,  consent  or  approval  of,  any
Governmental  Entity, (c) conflict with, result in a breach of, constitute (with
or without due notice or lapse of time or both) a default  under,  result in the
acceleration of obligations  under,  create in any party the right to terminate,
modify or cancel,  or require any notice,  consent or waiver under, any contract
or  instrument to which the Seller is a party or by which the Seller is bound or
to which any of its  assets is  subject,  (d)  result in the  imposition  of any
Security  Interest  upon any asset or assets of the  Seller or (e)  violate  any
order, writ, injunction,  decree,  statute, rule or regulation applicable to the
Seller or any of its  properties or assets,  except for, in the case of Sections
2.4(b)-(e),  any  such  conflict,  breach,  default,  acceleration,  or right to
terminate,  modify or cancel,  or failure to notify or obtain  consent or waiver
that would not have a Seller Material Adverse Effect.

      2.5  Subsidiaries.  Except as set forth in Section  2.5 of the  Disclosure
Schedules,  (a) the Seller  has no  Subsidiaries;  and (b) the  Seller  does not
control   directly  or  indirectly  or  have  any  direct  or  indirect   equity
participation  or similar  interest  in any  corporation,  partnership,  limited
liability company, joint venture, trust or other business association or entity.

      2.6 Financial Statements. The Seller has provided or made available 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 Seller as of the end of and for the year ended  December  31, 2006,
in accordance  with GAAP, and (ii) fairly present the financial  position of the
Seller as of the dates thereof and the results of its  operations and cash flows
for the periods indicated,  consistent with the books and records of the Seller,
except that the unaudited interim financial statements are subject to normal and
recurring year-end adjustments 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) there has,
to Seller's Knowledge,  occurred no event or development which,  individually or
in the  aggregate,  has had,  or could  reasonably  be  expected  to have in the
future, a Seller Material  Adverse Effect,  and (b) the Seller has not taken any
of the actions set forth in paragraphs (a) through (n) of Section 4.4.

      2.8  Undisclosed  Liabilities.  Except as set forth in Section  2.8 of the
Disclosure  Schedules,  the Seller has no  Knowledge of any  liability  (whether
absolute or contingent, whether liquidated or unliquidated and whether due or to
become due),  except for (a) liabilities shown on the Most Recent Balance Sheet,
(b)  contractual  and  other  liabilities  incurred  in the  Ordinary  Course of
Business  which are not required by GAAP to be reflected on a balance  sheet and
which are not  material,  and (c)  liabilities  which have arisen since the Most
Recent Balance Sheet Date in the Ordinary Course of Business.

      2.9 Tax  Matters.  Except as set forth on  Section  2.9 of the  Disclosure
Schedules, for all taxable periods from and after calendar year 2004:


                                      -5-
<PAGE>

            (a) The Seller has properly filed on a timely basis all material Tax
Returns that it is and was  required to file,  and, to Seller's  Knowledge,  all
such  material  Tax  Returns  were true,  correct and  complete in all  material
respects. The Seller has properly paid on a timely basis all material Taxes that
were due and payable.  All material  Taxes that the Seller 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 Seller has complied with all information  reporting and
back-up withholding requirements in all material respects, including maintenance
of the required records with respect thereto, in connection with amounts paid to
any employee, independent contractor, creditor or other third party.

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

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

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

            (e) The  Seller has  delivered  or made  available  to the Buyer (i)
complete and correct  copies of all Tax Returns of the Seller  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
Seller  relating  to Taxes for all  Taxable  periods  for  which the  applicable
statute of limitations has not yet expired.

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

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

            (h) There are no Security  Interests  with respect to Taxes upon any
of the  Acquired  Assets,  other  than  with  respect  to Taxes  not yet due and
payable. To the Seller's


                                      -6-
<PAGE>

Knowledge,  there  is no  basis  for the  assertion  of any  claim  relating  or
attributable  to Taxes,  which,  if  adversely  determined,  would result in any
Security  Interest on the Acquired  Assets,  or would  reasonably be expected to
have, individually or in the aggregate, a Seller Material Adverse Effect.

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

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

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

      2.10  Ownership  and  Condition of Assets.  Except as set forth on Section
2.10 of the Disclosure Schedules,

            (a) The Seller is the true and lawful owner,  and has good title to,
all of the  Acquired  Assets,  free and clear of all  Security  Interests.  Upon
execution  and delivery by the Seller to the Buyer of the Bill of Sale the Buyer
will become the true and lawful  owner of, and will  receive  good title to, the
Acquired Assets, free and clear of all Security  Interests,  except for Security
Interests created by Buyer.

            (b) The  Acquired  Assets are sold and  purchased  pursuant  to this
Agreement AS IS, WHERE IS.

      2.11 Owned Real Property. The Seller does not own any real property.

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

            (a) such Lease is legal,  valid,  binding,  enforceable  and in full
force and effect as to the Seller, and, to Seller's  Knowledge,  as to the other
party (or parties) to such Lease;

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

            (c) the Seller is not a party to any dispute as to such  Lease,  and
to Seller's Knowledge, no other person is a party to such dispute relating to or
affecting the Lease; and


                                      -7-
<PAGE>

            (d) the Seller has not assigned,  transferred,  conveyed, mortgaged,
deeded in trust or  encumbered  any interest in the  leasehold or  subleasehold,
except pursuant to this Agreement.

      2.13  Intellectual  Property.  Except as set forth on Section  2.13 of the
Disclosure Schedules,

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

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

            (c)  Ownership.  The Seller is the sole and  exclusive  owner of all
Seller Owned Intellectual Property, free and clear of any Security Interests and
all joint owners of the Seller Owned Intellectual Property are listed in Section
2.13(c) of the Disclosure Schedules.

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

            (e)  Infringement  by Seller.  To  Seller's  Knowledge,  none of the
Customer  Offerings,  or the  Exploitation  thereof  by the  Seller or any other
activity of the Seller, infringes or violates, or constitutes a misappropriation
of, any Intellectual  Property rights of any third party. To Seller's Knowledge,
none of the  Internal  Systems,  or the  Seller'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
Seller  has not  received  any  complaint,  claim or  notice,  or,  To  Seller's
Knowledge,  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 Seller from any reseller, distributor, customer, user or
any other  third  party;  and the Seller 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  Seller's  Knowledge,  no  person
(including,  without limitation, any current or former employee or consultant of
Seller) is  infringing,  violating or  misappropriating  any of the Seller Owned
Intellectual Property or any Seller Licensed Intellectual Property.

            (g) Outbound IP  Agreements.  Seller 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
Seller Intellectual  Property. The Seller has not agreed to indemnify any person
against any  infringement,  violation or  misappropriation  of any


                                      -8-
<PAGE>

Intellectual Property rights with respect to any Customer Offerings or any third
party  Intellectual  Property rights.  The Seller 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
Schedules identifies (i) each item of Seller Licensed  Intellectual Property and
(ii)  the  license  or  agreement  pursuant  to which  the  Seller  Exploits  it
(excluding currently-available, off the shelf software programs that are part of
the Internal  Systems and are licensed by the Seller  pursuant to "shrink  wrap"
licenses, the total fees associated with which are less than $2,500).  Except as
set  forth on  section  2.13(h)  of the  Disclosure  Schedules,  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 Seller.

            (i)  Source  Code.  The  Seller  has not  licensed,  distributed  or
disclosed,  and knows of no distribution or disclosure by others  (including its
employees and  contractors) of, the Seller Source Code to any person (other than
Persons who need access thereto in connection with Seller's  Business),  and the
Seller has taken  reasonable  security  measures to prevent  disclosure  of such
Seller  Source  Code.  To  Seller's  Knowledge,  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 Seller Source Code by the Seller, or escrow agent(s) or any other person to
any third party (other than Persons who need access  thereto in connection  with
Seller's Business).

            (j) Authorship.  All of the Software and  Documentation  comprising,
incorporated in or bundled with the Customer  Offerings or Internal  Systems and
all right,  title and interest in such  copyrightable  materials is owned by the
Seller.

            (k) Open Source Code.  Section  2.13(k) of the Disclosure  Schedules
lists all Open Source Materials that the Seller 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 Seller 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  obligations  for the Seller with respect to the Customer
Offerings  or  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).  Seller has no distributed
Open Source  Materials  in  conjunction  with any other  software  developed  or
distributed by the Seller.

            (l) Support and Funding. The Seller 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


                                      -9-
<PAGE>

Exploitation of the Customer  Offerings,  the Internal Systems or any facilities
or equipment used in connection therewith.

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

            (n)  Disclaimer  of Warranty.  EXCEPT AS OTHERWISE  PROVIDED IN THIS
SECTION 2.13,  SELLER IS MAKING NO, AND HEREBY EXPRESSLY  DISCLAIMS ANY AND ALL,
REPRESENTATIONS OR WARRANTIES (WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH
RESPECT TO THE SOFTWARE,  THE SELLER SOURCE CODE,  THE CUSTOMER  OFFERINGS,  THE
DOCUMENTATION,  THE  INTERNAL  SYSTEMS  OR ANY  PART  OF  ANY OF THE  FOREGOING,
INCLUDING, BUT NOT LIMITED TO, REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR  PURPOSE.  SELLER  HEREBY  EXPRESSLY  DISCLAIMS ANY
LIABILITY  TO BUYER FOR ANY  REASON  WITH  RESPECT TO THE  SOFTWARE,  THE SELLER
SOURCE CODE, THE CUSTOMER OFFERINGS, THE DOCUMENTATION,  THE INTERNAL SYSTEMS OR
ANY PART OF ANY OF THE FOREGOING,  INCLUDING,  BUT NOT LIMITED TO, LIABILITY FOR
LOSS OF INCOME,  LOSS OF PROFITS,  LOSS OF OR  INACCURACY  OF DATA, OR INDIRECT,
SPECIAL,  INCIDENTAL,  OR  CONSEQUENTIAL  DAMAGES.  THIS SECTION  2.13(n)  SHALL
SURVIVE THE CLOSING.

      2.14 Contracts.

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

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

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

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

                  (iv) any  agreement  (or group of  related  agreements)  under
which it has created,  incurred,  assumed or guaranteed  (or may create,  incur,
assume or guarantee)  indebtedness  (including  capitalized  lease  obligations)
involving  more than  $5,000 or under


                                      -10-
<PAGE>

which it has imposed  (or may impose) a Security  Interest on any of its assets,
tangible or intangible;

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

                  (vi) any agreement concerning exclusivity or confidentiality;

                  (vii) any employment or consulting agreement;

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

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

                  (x) any agreement,  not entered into in the Ordinary Course of
Business, that could reasonably be expected to have the effect of prohibiting or
impairing the conduct of the business of the Seller as currently conducted;

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

                  (xii) 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

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

            (b) The  Seller  has  delivered  or made  available  to the  Buyer a
complete and accurate copy of each  agreement  listed in Section 2.13 or Section
2.14 of the Disclosure  Schedules.  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)  neither  the Seller nor, to Seller's  Knowledge,  any other  party,  is in
breach or violation of, or default under,  any such agreement,  and, to Seller's
Knowledge,  no event has occurred,  is pending or threatened,  which,  after the
giving of notice, with lapse of time, or otherwise, would constitute a breach or
default by the Seller or, to  Seller's  Knowledge,  any other  party  under such
agreement.

      2.15 Accounts Receivable.  All accounts receivable of the Seller reflected
on the Most  Recent  Balance  Sheet  (other than those paid since such date) are
valid  receivables  and are  current  and, to  Seller's  Knowledge,  collectible
(within 90 days after the date on which it first


                                      -11-
<PAGE>

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 Schedules. All accounts receivable of
the Seller that have arisen since the Most Recent  Balance  Sheet Date are valid
receivables and are current and, to Seller's  Knowledge,  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  consistent  with Seller's past practice.  The Seller
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  Schedules  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)(collectively,  the "Insurance Policies") to which the Seller
is a party,  all of which are in full force and  effect.  Except as set forth on
Section  2.16 of the  Disclosure  Schedules,  the Seller has no Knowledge of any
threatened  termination  of, or  premium  increase  with  respect  to,  any such
Insurance Policy, nor any Knowledge of any material claim pending under any such
Insurance Policy as to which coverage has been questioned, denied or disputed by
the underwriter of such Insurance Policy.

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

      2.18  Warranties.  Except as set forth in Section  2.17 of the  Disclosure
Schedules,  no service or product  delivered,  made, sold, leased or licensed by
the Seller is  subject  to any  guaranty,  warranty,  right of return,  right of
credit or other indemnity.

      2.19 Employees.

            (a) Section 2.19 of the Disclosure  Schedules contains a list of all
employees of the Seller, their respective positions with Seller and their annual
salaries.  Except as set forth on Section 2.19 of the Disclosure Schedules, each
current  employee of the Seller and each past employee of the Seller has entered
into a  confidentiality  agreement with the Seller,  a copy or form of which has
been  provided or made  available to the Buyer.  Section 2.19 of the  Disclosure
Schedules  contains a list of all  employees  of the Seller who are a party to a
non-competition  agreement with the Seller;  copies of such agreements have been
provided  or  made  available  to the  Buyer.  Section  2.19  of the  Disclosure
Schedules contains a list of all employees of the Seller who are not citizens of
the  United  States.  Except  as set  forth on  Section  2.19 of the  Disclosure
Schedule,  to the Knowledge of the Seller, no Key Employee or group of employees
has any  plans to  terminate  employment  with the  Seller  (other  than for the
purpose of accepting  employment with the Buyer following the Closing) or not to
accept employment with the Buyer. The Seller is in material  compliance with all
applicable laws relating to the hiring and employment of employees.

            (b)  The  Seller  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


                                      -12-
<PAGE>

other  collective  bargaining  disputes.  The  Seller  has no  Knowledge  of any
organizational  effort made or threatened,  either  currently or within the past
two years,  by or on behalf of any labor union with  respect to employees of the
Seller.

      2.20 Employee  Benefits.  Section 2.20 of the  Disclosure  Schedules  sets
forth  all  plans,   programs,  or  arrangements  that  Seller  has  maintained,
sponsored,  adopted  or  obligated  itself  under  with  respect  to  employees'
benefits,  including pension or retirement plans,  medical or dental plans, life
or long-term disability insurance, bonus or incentive compensation, stock option
or equity participation plans (the "Employee Plans"), and Seller has provided or
made available to Buyer copies of the Employee Plans. Seller has no liability or
obligation  with respect to any employee of Seller under any Employee Plan other
than normal  salary or wage accruals and paid  vacation,  sick leave and holiday
accruals in accordance  with  Seller's past practice and policy.  Seller has, in
all material respects, performed all obligations required to be performed under,
and has complied all Legal  Requirements  in connection  with, all such Employee
Plans and is not in arrears under any of the terms thereof.

      2.21  Environmental  Matters.  Except as set forth in Section  2.21 of the
Disclosure Schedules,

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

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

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

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

      2.22  Legal  Compliance.  Except  as set  forth  in  Section  2.22  of the
Disclosure  Schedules,  the  Seller is  currently  conducting  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 Seller has had valid Permits to conduct such business
with  respect  to each  jurisdiction  (and at such  times) for which it has been
required to have such Permits except where the lack of any such Permit would not
have a Seller Material Adverse Effect. The Seller has not received any notice or
communication  from any  Governmental  Entity  alleging  noncompliance  with any
applicable law, rule or regulation.


                                      -13-
<PAGE>

      2.23  Customers and Suppliers.  Section 2.23 of the  Disclosure  Schedules
sets forth a list of Seller's ten largest  customers  and ten largest  suppliers
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 each  such
customer or supplier  during each such period.  To the  Knowledge of Seller,  no
Person  identified  in the  foregoing  sentence has  provided  written or verbal
notice to Seller within the past year that it will stop,  or  materially  reduce
its  activity  below  historic   levels  in  connection  with  any  contract  or
arrangement on which Seller currently derives revenue.

      2.24 Permits.  Section 2.24 of the Disclosure  Schedules sets forth a list
of all  Permits  issued to or held by the  Seller.  Each such  Permit is in full
force and effect;  the Seller is in material  compliance  with the terms of each
such Permit;  and, to the Knowledge of the Seller, no suspension or cancellation
of such Permit is threatened.

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

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

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

      2.28  Government  Contracts.  Except as set forth in  Section  2.28 of the
Disclosure Schedules,

            (a) The Seller has not been  suspended  or debarred  from bidding on
contracts  or  subcontracts  with  any  Governmental  Entity;  and  to  Seller's
Knowledge no such suspension or debarment has been threatened or initiated.  The
Seller  has  not  been  or is not  now  being  audited  or  investigated  by any
Governmental Entity or any prime contractor with a Governmental  Entity; nor, to
the  Knowledge  of  the  Seller,  has  any  such  audit  or  investigation  been
threatened.  To the Knowledge of the Seller, there is no valid basis for (i) the
suspension or debarment of the Seller from bidding on contracts or  subcontracts
with any Governmental  Entity, or (ii) any claim (including any claim for return
of funds  to the  Government)  pursuant  to an  audit  or  investigation  by any
Governmental  Entity.  The Seller has no  agreements,  contracts or  commitments
which  require  it  to  obtain  or  maintain  a  security   clearance  with  any
Governmental Entity.


                                      -14-
<PAGE>

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

      2.29 Securities Representations.

            (a) Except as set forth on Schedule 2.29 of the Disclosure Schedule,
each Shareholder is an "accredited investor" as defined in Rule 501(a) under the
Securities Act.

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

            (c) Each  Shareholder  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  Shareholder  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.

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

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

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

                                  ARTICLE III

                   REPRESENTATIONS AND WARRANTIES OF THE BUYER

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


                                      -15-
<PAGE>

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

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

      3.3  Noncontravention.  Neither the execution and delivery by the Buyer of
this Agreement, the Secured Promissory Note or the Ancillary Agreements, nor the
consummation by the Buyer of the  transactions  contemplated  hereby or thereby,
will (a) conflict with or violate any provision of the Articles of Incorporation
or by-laws of the Buyer,  (b)  require on the part of the Buyer any notice to or
filing with, or permit, authorization,  consent or approval of, any Governmental
Entity,  (c) conflict with, result in breach of, constitute (with or without due
notice or lapse of time or both) a default under,  result in the acceleration of
obligations under, create in any party any right to terminate, modify or cancel,
or require any notice,  consent or waiver  under,  any contract or instrument to
which the Buyer is a party or by which it is bound or to which any of its assets
is subject, or (d) violate any order, writ, injunction, decree, statute, rule or
regulation applicable to the Buyer or any of its properties or assets.

      3.4 Capitalization.  The authorized capital stock of the Buyer consists of
20,000,000  shares of Buyer Common Stock, of which 3,937,500  shares were issued
and outstanding,  and options, warrants or other rights (the "Equity Rights") to
acquire 865,000 shares of Buyer Common Stock were outstanding,  in each case, as
of October 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 Seller.  All of the issued and  outstanding  shares of Buyer
Common Stock have been duly authorized and validly issued and are fully paid and
nonassessable.  The Shares will be, when issued on the terms and  conditions  of
this Agreement,  duly authorized,  validly issued,  fully paid and nonassessable
and not subject to or issued in violation of any purchase  option,  call option,
right of first  refusal,  preemptive  right,  subscription  right or any similar
right under any provision of the Buyer's  Articles of Incorporation or Bylaws or
any agreement to which the Buyer is a party or is otherwise bound.


                                      -16-
<PAGE>

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

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

      3.7 Brokers' Fees. The Buyer will pay the fees and commissions of Reibling
&  Associates,  LLC,  with  respect  to the  transactions  contemplated  by this
Agreement.  Buyer has not  retained  any other  brokers,  finders or agents with
respect to the transactions contemplated hereunder.

                                   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. Each of the Parties
agrees to cooperate  with one another in mutual good faith to seek to obtain all
necessary consents and approvals discuss herein:

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

            (b) The Seller shall use its Reasonable Best Efforts to obtain,  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  Schedules.  The Buyer shall reasonably  cooperate with the Seller in
Seller's efforts to obtain such waivers, consents and approvals.

            (c) If (i) any of the  Assigned  Contracts or other assets or rights
constituting  Acquired  Assets may not be assigned and transferred by the Seller
to the Buyer (as a result of either the  provisions  thereof or applicable  law)
without the consent or approval of a third party,  (ii) the Seller,  after using
its Reasonable Best Efforts,  is unable to obtain such consent or approval prior
to the Closing and (iii) the Closing occurs nevertheless, then (A) such Assigned
Contracts and/or other assets or rights shall not be assigned and transferred by
the  Seller  to the Buyer at the  Closing  and the Buyer  shall not  assume  the
Seller's future  liabilities or future


                                      -17-
<PAGE>

obligations  with respect  thereto at the Closing until such approval or consent
is  obtained  and  assignment  occurs,  at which time Buyer will assume all such
liabilities and obligations  following the date of such approval or consent, (B)
the Seller shall  continue to use its  Reasonable  Best Efforts for a reasonable
period of time after the Closing, and in any case not less than nine (9) months,
to obtain the  necessary  consent or approval as soon as  practicable  after the
Closing,  (C) upon the obtaining of such consent or approval,  the Buyer and the
Seller shall execute such further  instruments of conveyance  (in  substantially
the form  executed at the  Closing) as may be  necessary  to assign and transfer
such  Assigned  Contracts  and/or  other  assets or rights  (and the  associated
liabilities and obligations of the Seller) to the Buyer,  and (D) from and after
the Closing until the  assignment or  termination  (at the end of any fixed term
thereof) of each such Assigned  Contract pursuant to clause (C) above, the Buyer
shall perform and fulfill,  on a  subcontractor  basis,  the  obligations of the
Seller to be  performed  under such  Assigned  Contract,  and the  Seller  shall
promptly  remit to the Buyer all  payments  received  by it under such  Assigned
Contract for services performed during such period.

      4.3 Exclusivity.

            (a) Neither the Seller nor the  Shareholders  shall from the date of
this Agreement  until the earlier of the Closing Date or the date this Agreement
is terminated,  directly or indirectly,  (i) initiate,  solicit or encourage the
submission  of any proposal or offer from any Person  relating to, or enter into
any  transaction  relating  to,  any  merger,   reorganization,   consolidation,
recapitalization,   business  combination,   liquidation,   dissolution,   share
exchange,   sale  of  shares,  sale  of  material  assets  or  similar  business
transaction  involving  the  Seller,  (ii)  furnish any  non-public  information
concerning the business,  properties or assets of the Seller to any party (other
than the Buyer)  except to  Seller's,  or any of the  individual  Shareholders',
representatives,  accountants, attorneys or other affiliated Persons having need
of such information,  (iii) engage in discussions or negotiations with any party
(other than the Buyer) concerning any such transaction,  (iv) vote any shares of
Seller in favor of any such  transaction with any Person (other than the Buyer),
or (v)  enter  into  any  agreement  with any  Person  (other  than  the  Buyer)
concerning any such transaction.

            (b) If the Seller or a Shareholder receives any inquiry, proposal or
offer of the nature described in paragraph (a) above, the Seller 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 Seller
shall conduct its operations in the Ordinary  Course of Business and in material
compliance  with  all  applicable  laws  and  regulations  and,  to  the  extent
consistent  therewith,  use its Reasonable  Best Efforts to preserve  intact its
current  business  organization,  keep  its  physical  assets  in  good  working
condition, keep available the services of its current officers and employees and
preserve its relationships with customers,  suppliers and others having business
dealings with it to the end that its goodwill and ongoing  business shall not be
impaired  in any  material  respect.  Without  limiting  the  generality  of the
foregoing,  prior to the  Closing,  the Seller  shall not,  without  the written
consent of the Buyer:


                                      -18-
<PAGE>

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

            (b)  declare,  set aside or pay any  dividend or other  distribution
(whether in cash,  stock or property or any  combination  thereof) in respect of
its shares,  except for a dividend not to exceed  $65,000,  to be distributed on
November 1, 2007;

            (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 Plan or any  employment
or severance  agreement or  arrangement of the type described in Section 2.20 or
(except for normal  increases in the Ordinary  Course of Business for  employees
who are not  Affiliates)  increase  in any  manner  the  compensation  or fringe
benefits  of, or  materially  modify  the  employment  terms of,  its  managers,
officers or  employees,  generally  or  individually,  or pay any bonus or other
benefit to its  managers,  officers or employees  (except for  existing  payment
obligations in Ordinary  Course of Business) 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 Acquired Assets;

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

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


                                      -19-
<PAGE>

            (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 Seller set forth
in this  Agreement  not being true and correct at the Closing or (ii) any of the
conditions to the Closing set forth in Article V not being satisfied; or

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

      4.5  Access  to  Information.  Each  of  Buyer  and  Seller  shall  permit
representatives of the other party to have full access (at all reasonable times,
and in a manner so as not to interfere with normal  business  operations) to all
premises,  properties,  financial, tax and accounting records,  contracts, other
records and documents in order to facilitate the due diligence review by each of
Buyer and Seller as each may reasonably  deem  appropriate and to facilitate the
preparation of Buyer's audited financial statements.

      4.6 Notification.  From the date of this Agreement until the Closing,  the
Seller shall promptly deliver to the Buyer supplemental  information  concerning
facts,  conditions,  events or  circumstances  occurring  subsequent to the date
hereof  which would  render any  representation,  warranty or  statement in this
Agreement or the Disclosure Schedules inaccurate or incomplete at any time after
the date of this  Agreement  until the Closing.  Such  supplemental  information
shall be deemed for all  purposes to be a part of the  Disclosure  Schedules  as
though  originally  set forth  therein  and shall be deemed to avoid or cure any
breach of any representation, warranty or statement.

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

                                   ARTICLE V

                              CONDITIONS TO CLOSING

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

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

            (b) the  representations  and  warranties of the Seller set forth in
the first  sentence of Section  2.1, as well as those set forth in Section  2.3,
and any representations and warranties of the Seller set forth


                                      -20-
<PAGE>

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

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

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

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

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

            (g)  the  Seller  shall  have  delivered  to  the  Buyer   documents
evidencing  the  release  or  termination  of (or an  undertaking  to release or
terminate  promptly  after the Closing)  all Security  Interests on the Acquired
Assets,  and copies of filed UCC termination  statements with respect to all UCC
financing statements evidencing Security Interests;

            (h) the Buyer  shall have  received an opinion  from  counsel to the
Seller in  substantially  the form attached  hereto as Exhibit E,  regarding the
authorization  of the Seller to  execute  and  deliver  this  Agreement  and the
Ancillary  Agreements and to perform its  obligations  hereunder and thereunder,
addressed to the Buyer and dated as of the Closing Date;

            (i) the Seller shall have delivered the Net Working  Capital Balance
Certificate;

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

            (k) the Buyer shall have  entered into a sublease or  assignment  of
the Lease reasonably  satisfactory to Seller, or Buyer shall have entered into a
new lease with the landlord of the property underlying the Lease;

            (l) the Buyer shall have  received  aggregate  gross  proceeds of at
least  $4.0  million  from the sale of its  securities,  and  Buyer  shall  have
commenced  public  trading  of its common  stock with no fewer than four  active
market makers;

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


                                      -21-
<PAGE>

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

            (o)  Seller  shall  have  received  all  necessary  consents  to the
assignment of the Assigned  Contracts,  which consent may be  conditioned on the
Closing;

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

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

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

            (s)  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 on the
date of the Closing.

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

            (a) the Buyer shall have obtained  (and shall have  provided  copies
thereof to the Seller) 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 Buyer;

            (b) the representations and warranties of the Buyer set forth in the
first  sentence  of  Section  3.1  and in  Sections  3.2  and 3.4 as well as 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);

            (c) 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;


                                      -22-
<PAGE>

            (d) 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;

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

            (f) the Buyer shall have  entered into a sublease or  assignment  of
the Lease reasonably  satisfactory to Seller, or Buyer shall have entered into a
new lease with the landlord of the property underlying the Lease;

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

            (h) the Seller shall be reasonably  satisfied  that the issuance and
sale of the  Shares  to the  Shareholders,  are  exempt  from  the  registration
requirements of the Securities Act;

            (i) the Buyer shall have  received  aggregate  gross  proceeds of at
least $4.0 million  from the sale of its  securities,  and Buyer shall  commence
public trading of its common stock with no fewer than four active market makers;

            (j)  contemporaneously  with the Closing,  Buyer shall have acquired
one or more  additional  businesses  which,  when combined  with the  annualized
revenue of the business  acquired from Seller,  shall be  generating  annualized
revenue reasonably expected to exceed $8.9 million; and

            (k) the Seller  shall have  received an opinion  from counsel to the
Buyer in substantially  the form attached hereto as Exhibit G, regarding (i) the
authorization of the Buyer to execute and deliver this Agreement,  the Ancillary
Agreements  and the  Secured  Promissory  Note and to  perform  its  obligations
hereunder and thereunder,  and (ii) the due  authorization and valid issuance of
the Shares, addressed to the Seller and dated as of the Closing Date.

                                   ARTICLE VI

                             POST-CLOSING COVENANTS

      6.1  Proprietary  Information.  From and after the  Closing,  neither  the
Seller nor the Shareholders  shall disclose or make use of (except to pursue its
rights,  under this Agreement or the Ancillary Agreements and as may be required
by law),  and shall use their best efforts to cause all of their  Affiliates not
to  disclose  or make use of,  any  knowledge,  information  or  documents  of a
confidential  nature  or not  generally  known to the  public  with  respect  to
Acquired Assets,  the Seller's business or the Buyer or its business  (including
the  financial  information,  technical  information  or  data  relating  to the
Seller's  products and names of  customers of the Seller),  except to the extent
that such knowledge, information or documents shall have become public knowledge
other than through improper  disclosure by the Seller or an Affiliate;  provided


                                      -23-
<PAGE>

that this Section  shall not restrict any Key Employee from  performing  his job
function with and for the benefit of Buyer after the Closing.

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

      6.3 Non-Competition.

            (a) During the applicable Restricted Period,  neither the Seller nor
any  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 1% of the
combined voting power of the outstanding  stock of a publicly held company,  and
excluding  the  Shareholders'  ownership  interest  in Buyer),  (i)  provide any
service or design,  develop,  manufacture,  market,  sell or license any product
which is competitive  with any service provided or product  designed,  developed
(or under development),  manufactured,  sold or licensed by the Seller as of the
Closing Date or (ii) engage, within the State of Indiana and the Commonwealth of
Kentucky,  in any  business  competitive  with the  Business  of the  Seller  as
conducted as of the Closing Date, including without limitation,  network design,
engineering,   consulting  and  project   management  and  other   provision  of
information technology services;  provided that this sentence shall not apply to
any Shareholder who is a Key Employee and whose  employment is terminated by the
Company without Cause (as defined in the Key Employee's Employment Agreement) or
who terminates  his  employment  with the Company for Good Reason (as defined in
the Key Employee's Employment Agreement).

            (b) Each of the Seller and the Shareholders  agree that the duration
and geographic scope of the non-competition  provision set forth in this Section
6.3 are reasonable.  In the event that any court determines that the duration or
the geographic  scope, or both, are  unreasonable  and that such provision is to
that extent unenforceable,  the Parties agree that the provision shall remain in
full force and effect for the greatest time period and in the greatest area that
would not render it unenforceable.

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

      6.4 Tax Matters.

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


                                      -24-
<PAGE>

            (b) All Tax  liabilities  (other  than  Income  Taxes  and the taxes
referenced in Section 6.4(a))  attributable to the Business  through the Closing
Date shall be borne by Buyer to the extent  that such  liabilities  are,  in the
aggregate,  included for purposes of calculating the Closing Net Working Capital
(collectively,  the "Reserved Taxes").  Tax liabilities (other than Income Taxes
and the taxes referenced in Section 6.4(a)) attributable to the Business through
the Closing Date in excess of the Reserved Taxes shall be borne by the Seller.

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

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

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

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

      6.5 Sharing of Data.

            (a) The  Seller  shall  have the right  for a period of seven  years
following the Closing Date to have reasonable access to such books,  records and
accounts,  including financial and tax information,  correspondence,  production
records,  employment records and other records that are transferred to the Buyer
pursuant to the terms of this  Agreement for the limited  purposes of concluding
its  involvement  in the  business  conducted by the Seller prior to the Closing
Date and for complying with its obligations  under applicable  securities,  tax,
environmental,  employment or other laws and  regulations.  The Buyer shall have
the  right  for a period  of seven


                                      -25-
<PAGE>

years  following  the Closing  Date to have  reasonable  access to those  books,
records and accounts,  including financial and accounting records (including the
work   papers  of  the   Seller's   independent   accountants),   tax   records,
correspondence,  production  records,  employment records and other records that
are retained by the Seller pursuant to the terms of this Agreement to the extent
that any of the  foregoing is needed by the Buyer for the purpose of  conducting
the business of the Seller after the Closing and complying with its  obligations
under applicable securities,  tax,  environmental,  employment or other laws and
regulations.  Neither  the Buyer nor the Seller  shall  destroy  any such books,
records or accounts  retained by it without first providing the other Party with
the opportunity to obtain or copy such books, records, or accounts at such other
Party's expense.

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

      6.6 Use of Name.  The  Seller  shall not use,  and shall  not  permit  any
Affiliate to use, the name "Advance Data Systems,  Inc.",  "ADSnetcurve"  or any
name reasonably  similar  thereto after the Closing Date,  except as approved by
the Buyer in connection  with  obtaining any approval or consent  relating to an
Assigned  Contract as contemplated  by Section 4.2(c),  which approval is hereby
granted by Buyer, subject to the reasonable approval of Buyer over the manner of
use. Within two weeks of the Closing,  Seller shall have amended its Articles of
Incorporation  and  governing  documents  to change  its name to  something  not
similar to "Advance Systems, Inc." or "ADSnetcurve".

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

      6.8  Collection  of Accounts  Receivable.  The Seller agrees that it shall
forward promptly to the Buyer any monies,  checks or instruments received by the
Seller after the Closing Date with respect to the accounts receivable  purchased
by the Buyer from the  Seller  pursuant  to this  Agreement.  The  Seller  shall
provide to the Buyer such  reasonable  assistance  as the Buyer may request with
respect to the  collection of any such accounts  receivable,  provided the Buyer
pays the  reasonable  expenses  of the Seller  and its  officers,  managers  and
employees incurred in providing such assistance. The Seller hereby grants to the
Buyer a power of attorney to endorse and cash any checks or instruments  payable
or endorsed to the Seller or its order which are received by the Buyer and which
relate to accounts receivable purchased by the Buyer from the Seller.


                                      -26-
<PAGE>

      6.9 Employees.

            (a)  Effective as of the Closing,  the Seller  shall  terminate  the
employment of each of its employees  designated on Schedule 6.9 attached  hereto
(which may be updated prior to the Closing by the mutual  agreement of the Buyer
and the Seller). The Buyer shall offer employment to each such employee on terms
which shall include no fewer than sixty (60) days notice of separation and shall
in no event be less favorable to each such employee than each may have as of the
date of this Agreement or as may be set forth in any employment agreement with a
Key Employee.  The Seller hereby consents to the hiring of any such employees by
the  Buyer and  waives,  with  respect  to the  employment  by the Buyer of such
employees,  any claims or rights the  Seller may have  against  the Buyer or any
such  employee  under  any   non-competition,   confidentiality   or  employment
agreement.

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

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

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

                                  ARTICLE VII

                                 INDEMNIFICATION

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

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

            (b) any failure to perform any  covenant or  agreement of the Seller
contained  in this  Agreement,  any  Ancillary  Agreement  or any  agreement  or
instrument  furnished by the Seller to the Buyer pursuant to this Agreement;  it
being  agreed and  understood  that if Seller  fails to perform any  pre-Closing
covenant and Buyer elects to effect the Closing  notwithstanding  such  failure,
Seller shall not be liable following the Closing for the failure to perform such
pre-Closing covenant; or

            (c) any Retained Liabilities.


                                      -27-
<PAGE>

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

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

            (b) any failure to perform any  covenant or  agreement  of the Buyer
contained in this Agreement,  any Ancillary  Agreement or any other agreement or
instrument  furnished by the Buyer to the Seller pursuant to this Agreement;  it
being  agreed and  understood  that if Buyer  fails to perform  any  pre-Closing
covenant and Seller elects to effect the Closing  notwithstanding  such failure,
Buyer shall not be liable  following the Closing for the failure to perform such
pre-Closing covenant; or

            (c) any Assumed Liabilities.

      7.3 Indemnification Claims - Third Party Actions.

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


                                      -28-
<PAGE>

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. If the
Indemnified  Party is the Buyer, the Indemnifying  Party shall deliver a copy of
the Claim Notice to both the Seller and the Escrow Agent.

            (c)  Within  20  days  after   delivery  of  a  Claim  Notice,   the
Indemnifying  Party shall deliver to the Indemnified Party a Response,  in which
the Indemnifying  Party shall: (i) agree that the Indemnified  Party is entitled
to  receive  all of the  Claimed  Amount (in which  case the  Response  shall be
accompanied by a payment by the Indemnifying  Party to the Indemnified  Party of
the  Claimed  Amount,  by  check  or by wire  transfer),  (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),  or (iii)
dispute  that the  Indemnified  Party is  entitled to receive any of the Claimed
Amount.

            (d) During the 30 day period following the delivery of 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 Parties may pursue their respective rights and remedies
hereunder.

      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 twelve (12) months following the Closing Date,  except that (i) the
representations  and  warranties  set  forth  in  Sections  2.1  ("Organization,
Qualification,  and Corporate Power"), 2.3 ("Authorization of Transaction"), 3.1
("Organization  and Corporate Power") and 3.2  ("Authorization  of Transaction")
shall survive the Closing without  limitation and (ii) the  representations  and
warranties set forth in Sections 2.9


                                      -29-
<PAGE>

("Tax Matters"),  2.20 ("Employee Benefits") and 2.21 ("Environmental  Matters")
shall survive until 30 days  following  expiration of all statutes of limitation
applicable to the matters referred to therein. The rights to indemnification set
forth in this Article VII shall not be affected by any  investigation  conducted
by or on behalf of an Indemnified Party or any knowledge acquired (or capable of
being  acquired) by an  Indemnified  Party,  whether before or after the date of
this  Agreement  or the Closing Date  (excluding,  however,  knowledge  acquired
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.

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

            (b)  Notwithstanding  any other  provisions of this  Agreement,  the
Buyer agrees that the Seller's obligations under Section 7.1(a) shall be set off
solely  from  amounts  due to  Seller  under  the  Secured  Promissory  Note  in
satisfaction of such indemnification claim. The exercise of such right of setoff
by Buyer in good faith,  whether or not  ultimately  determined to be justified,
will not constitute an event of default under the Secured Promissory Note or any
instrument securing the Secured Promissory Note.

            (c)  Notwithstanding  any other  provisions of this  Agreement,  the
Seller shall have no liability (for  indemnification  or otherwise) with respect
to claims under  Section  7.1(a)  unless and until the total of all Damages with
respect to such  matters  exceeds  $50,000,  at which point the Seller  shall be
liable for any and all Damages,  subject to a maximum  aggregate  liability  for
indemnification  under this Agreement and the Ancillary Agreements of the amount
of $180,000).

            (d)  Notwithstanding  any other  provisions of this  Agreement,  the
Buyer shall have no liability (for indemnification or otherwise) with respect to
claims  under  Section  7.2(a)  unless and until the total of all  Damages  with
respect to such  matters  exceeds  $50,000,  at which point the Seller  shall be
liable for any and all Damages,  subject to a maximum  aggregate  liability  for
indemnification  under this Agreement and the Ancillary Agreements of the amount
of $180,000).

                                  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;


                                      -30-
<PAGE>

            (b) the Buyer may terminate  this Agreement by giving written notice
to the  Seller in the event the  Seller 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  following  delivery by the Buyer
to the Seller of written notice of such breach;

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

            (d) the Buyer by giving  written  notice to  Seller,  if Seller  has
delivered to Buyer any notice  pursuant to Section 4.6 of this Agreement and the
fact, condition, or change this is subject of the notice, individually or in the
aggregate  with any other fact,  condition  or change also the subject of such a
notice,  would reasonably be expected to cause a Seller Material Adverse Effect;
or

            (e) unless the  Closing is  extended  pursuant to Section 8.3 below,
either Party may terminate  this Agreement by giving written notice to the other
Party if the Closing shall not have  occurred on or before  November 30, 2007 by
reason of the failure of any condition  precedent  under Section 5.2 (unless the
failure  results  primarily  from a  breach  by  the  terminating  Party  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  occurring prior to such
termination); provided, however, that Sections 4.3 ("Exclusivity"), 10.1 ("Press
Releases and Announcements"),  10.3 ("Entire Agreement"), and 10.11 ("Expenses")
shall survive any such termination.

      8.3 Extension of Closing.  If the Closing has not occurred by November 30,
2007,  this  Agreement  may only be  extended by written  mutual  consent of the
Seller and the Buyer and a  non-refundable  deposit of one  percent  (1%) of the
Purchase Price for any and every 30 day extension period.  Such deposit is to be
paid in  immediately  available  funds by the Buyer to Seller,  delivered with a
mutually  signed  extension  agreement  and  applied to the cash  portion of the
Purchase  Price at the Closing;  provided  that,  if the Closing does not occur,
Seller may keep such deposit(s).

                                   ARTICLE IX

                                   DEFINITIONS

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


                                      -31-
<PAGE>

      "Acquired Assets" shall mean, except as otherwise  provided herein, all of
the assets,  properties  and rights of the Seller  existing  as of the  Closing,
including:

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

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

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

            (d) all inventory;

            (e) all Intellectual Property;

            (f) all Assigned Contracts;

            (g) all claims,  prepayments,  deposits,  refunds, causes of action,
choses in action, rights of recovery, rights of setoff and rights of recoupment,
but in no event shall include Seller's:

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

                  (ii) rights  relating to  prepayments  by Seller on  insurance
policies not assumed;

                  (iii)  rights  under  this  Agreement  or under the  Ancillary
Agreements or any other document or instrument pursuant to this Agreement;

                  (iv) any Excluded Assets;

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

            (i) all rights of Seller in and with respect to the  Employee  Plans
assumed by Buyer.

      "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  Security  Agreement,  the Escrow
Agreement,  the bill of sale and other  instruments  of  conveyance  referred to
herein and the instrument of assumption and other instruments referred to herein


                                      -32-
<PAGE>

      "Assigned Contracts" shall mean the customer contracts, supplier contracts
and vendor contracts listed on Section 2.14 of the Disclosure  Schedules (except
for those vendor contracts that are specifically indicated as excluded), and the
Lease described in Section 2.12 of the Disclosure Schedules.

      "Assumed  Liabilities"  shall  mean (a) all  liabilities  and  obligations
related to the Acquired Assets and the Business  arising after the Closing,  (b)
all liabilities and obligations of Seller related to any warranties for Seller's
products  or  services,  (c) all  obligations  of the Seller  arising  after the
Closing under the Assigned Contracts, other than any liabilities for any breach,
act or omission by the Seller prior to the Closing under any Assigned  Contract,
(d) all accounts  payable listed on Schedule2.8,  (e) all liabilities for unused
vacation and  personal and sick days accrued by the  employees of Seller who are
hired by Buyer,  (f) all  liabilities  and  obligations  related to the Employee
Plans assumed by Buyer; (g) customer retention bonus and non-owner discretionary
profit  sharing plan, in each case based on a bi-weekly  accrual from January 1,
2007 to the Closing  Date as accepted by Buyer and as  reflected  in Net Working
Capital as of the Closing,  and (h) any liability  for Taxes in accordance  with
Section 6.4.

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

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

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

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

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

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

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

      "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.


                                      -33-
<PAGE>

      "Closing  Date" shall mean (a)  November  30,  2007,  (b) the date two (2)
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) but in no event later than  November 30, 2007, or (c) such other date
as the Parties may mutually agree in writing.

      "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.

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

      "Customer  Offerings"  shall  mean (a) the  services  that the  Seller (i)
currently provides or makes available to third parties,  or (ii) has provided or
made  available  to third  parties  within the  previous  four  years,  or (iii)
currently  plans to provide or make available to third parties in the future and
(b) the  products  (including  Software and  Documentation)  that the Seller (i)
currently develops,  manufactures,  markets, distributes, makes available, sells
or  licenses  to or for  third  parties,  or (ii) has  developed,  manufactured,
marketed,  distributed, made available, sold or licensed to or for third parties
within  the  previous  four  years,   or  (iii)   currently  plans  to  develop,
manufacture, market, distribute, make available, sell or license to or for third
parties in the future. A true and complete list of all Customer Offerings is set
forth in Section 2.13(c) of the Disclosure Schedules.

      "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),  but excluding
incidental and consequential damages and liabilities.

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

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

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

      "Employee Plan" shall have the meaning set forth in Section 2.20.


                                      -34-
<PAGE>

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

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

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

      "Escrow  Agreement"  shall mean the escrow  agreement  attached  hereto as
Exhibit B.

      "Escrow Account" shall mean the escrow account established pursuant to the
Escrow Agreement.

      "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.

      "Excess Net Working  Capital"  means the amount,  if any, by which Closing
Net Working Capital exceeds $105,000.00.

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

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

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

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


                                      -35-
<PAGE>

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

            (e) prepayments by Seller on insurance policies not assumed; and

            (f) any item identified on Schedule 1.1(b).

      "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 Seller 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.

      "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:

            (a) Patent Rights;

            (b) Trademarks and all goodwill in the Trademarks;

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


                                      -36-
<PAGE>

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

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

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

      "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 Seller 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 Seller or hosted at a third
party site. All Internal Systems that are material to the business of the Seller
are listed and described in Section 2.13(c) of the Disclosure Schedules.

      "Key  Employees"  means any  employee  designated  as such by the Buyer at
Closing.

      "Knowledge" - (a) an individual  will be deemed to have  "Knowledge"  of a
particular fact or other matter if such  individual is presently  actually aware
of such  fact  or  other  matter;  and (b) the  Seller  will be  deemed  to have
"Knowledge"  of a particular  fact or other matter if any of its  directors  and
officers has Knowledge of such fact or other matter (as set forth in (a) above);

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

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

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


                                      -37-
<PAGE>

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

      "Most Recent Balance Sheet Date" shall mean August 31, 2007.

      "Net  Working  Capital"  shall  mean  the  amount  equal to (i) the sum of
accounts  receivable  (which amount shall include all accounts  receivable  aged
less than 90 days, with the balance of the accounts receivable subject to review
on a case-by-case  basis and included by mutual consent only),  prepaid expenses
and deposits,  other receivables and other current assets; minus (ii) the sum of
checks written in excess of cash, accounts payable,  accrued payroll and related
benefits, accrued expenses and other current liabilities.

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

      "Net  Working  Capital  Difference"  means the  amount,  if any,  by which
Closing Net Working  Capital (as adjusted for Retained  Liabilities and Excluded
Assets) is less than $105,000.00,

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

      "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 the Person's past custom and practice (including with respect to
frequency and amount).

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


                                      -38-
<PAGE>

      "Person" shall mean any individual,  corporation (including any non-profit
corporation),  general or limited partnership,  limited liability company, joint
venture, estate, trust, association, organization, labor union, or other entity.

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

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

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

      "Purchase Price" has the meaning set forth in Section 1.3.

      "Reasonable  Best  Efforts"  shall  mean  best  efforts,   to  the  extent
commercially  reasonable and without  requiring the payment of money in the case
of obtaining any third party consents or waivers.

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

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

      "Restricted Employee" shall mean any person who either (i) was an employee
of the Buyer on either the date of this  Agreement  or the Closing  Date or (ii)
was an  employee  of the  Seller on  either  the date of this  Agreement  or the
Closing Date; provided,  however, that Restricted Employee shall not include any
person  included in (i) and (ii) in the  preceding  clause whose  employment  is
terminated by 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 Seller and all other  Shareholders  of Seller not
specifically identified in the foregoing clauses (i) or (ii).

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

            (g) for  Taxes  imposed  upon the  Seller  and/or  the  Shareholders
arising  prior to the  Closing or in  connection  with the  consummation  of the
transactions  contemplated by this  Agreement,  except to the extent provided in
Section 6.4;

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

            (i) under this Agreement or the Ancillary Agreements;


                                      -39-
<PAGE>

            (j) related to the Excluded Assets;

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

            (l)  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;

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

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

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

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

            (q) for  benefits  under any  Employee  Plan that is not  assumed by
Buyer; and

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

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

      "Secured  Promissory Note" shall mean the Secured Promissory Note attached
hereto as Exhibit A.

      "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.


                                      -40-
<PAGE>

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

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

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

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

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

      "Seller  Material  Adverse Effect" shall mean any material adverse change,
event,  circumstance or development  with respect to, or material adverse effect
on, (i) the business, assets, liabilities, capitalization,  prospects, condition
(financial  or other),  or  results of  operations  of the  Seller,  or (ii) the
ability of the Buyer to operate the business of the Seller immediately after the
Closing.  For  the  avoidance  of  doubt,  the  parties  agree  that  the  terms
"material",  "materially"  or  "materiality"  as used in this  Agreement with an
initial  lower case "m" shall  have  their  respective  customary  and  ordinary
meanings,  without  regard to the meaning  ascribed to Seller  Material  Adverse
Effect.

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

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

      "Seller 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.

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

      "Shareholder" or "Shareholders"  has the meaning set forth in introductory
paragraph of this Agreement.

      "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.


                                      -41-
<PAGE>

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

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

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

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

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

                                   ARTICLE X

                                  MISCELLANEOUS

      10.1 Press Releases and  Announcements.  Except to the extent  required by
law, no Party, nor any of its representatives,  shall issue any press release or
make any public comment, statement, or announcement relating to the existence of
this  Agreement,  its subject  matter,  or the  existence  or subject  matter of
discussions  or  negotiations  relating  to this  Agreement,  without  the prior
written consent of the other Parties.


                                      -42-
<PAGE>

      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  September 10, 2007;  provided
that any  Confidentiality  Agreement  between  the  Buyer and the  Seller  shall
survive the Closing or  termination  of this  Agreement 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 entity in any merger
between  the Buyer and such entity one or more  Affiliates  of the Buyer or such
surviving  entity,  including,  without  limitation,  the  Public  Company.  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 Seller or a Shareholder:        Copy to:

Advance Data Systems, Inc.                Wyatt, Tarrant & Combs, LLP
11405 Park Road, Suite 180                500 West Jefferson Street, Suite #2800
P.O. Box 23539                            Louisville, KY 40202-2898
Anchorage, KY  40223                      Attn:    Jeffrey E. Wallace
Attn: Dean A. Holland, Chairman


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<PAGE>

If to the Buyer:                          Copy to:

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

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

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

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


                                      -44-
<PAGE>

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

      10.12  Submission  to   Jurisdiction.   Each  Party  (a)  submits  to  the
jurisdiction  of any state or  federal  court  sitting  in the  Commonwealth  of
Kentucky  in any  action  or  proceeding  arising  out of or  relating  to  this
Agreement or the Ancillary  Agreements  (including  any action or proceeding for
the enforcement of any arbitral award made in connection with any arbitration of
a Dispute  hereunder),  (b) agrees  that all claims in respect of such action or
proceeding may be heard and  determined in any such court,  (c) waives any claim
of inconvenient  forum or other challenge to venue in such court, and (d) agrees
not to bring  any  action  or  proceeding  arising  out of or  relating  to this
Agreement or the Ancillary  Agreements in any other court.  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   and  Release  of  Covenants  upon  Certain
Conditions.  Each Party  acknowledges  and agrees  that the other Party would be
damaged  irreparably  in the event of any breaches of Sections 6.1, 6.2 and 6.3.
Accordingly,  each Party  agrees  that the other  Party  shall be entitled to an
injunction  or other  equitable  relief to prevent such  breaches and to enforce
specifically  the terms and provisions of such Sections in addition to any other
remedy to which it may be entitled,  at law or in equity.  In the event that the
Seller or the  Shareholders  have  exercised  their  rights  under the  Security
Agreement  to acquire  possession  of all or  substantially  all of the Acquired
Assets  upon (and only upon) an Event of  Default  (as  defined  in the  Secured
Promissory  Note)  and have so  acquired  possession  of such  Acquired  Assets,
whether by foreclosure,  negotiated  transfer or other process,  or in the event
that  bankruptcy,  insolvency or  liquidation  proceedings  have been  commenced
against the Buyer and have not been dismissed or otherwise  resolved in favor of
the Buyer within ninety (90) days of the commencement of such proceedings,  then
(i) the  covenants of the Seller and the  Shareholders  contained in Section 6.1
shall be released to the extent  necessary for the Seller or the  Shareholder to
reclaim and make use of the Acquired Assets once acquired, (ii) the covenants of
the Seller and the Shareholders  contained in Section 6.2 shall be released with
respect to those Restricted  Employees who are employees of the Seller as of the
Closing  Date,  and (iii) the  covenants of the Seller and the  Shareholders  in
Section 6.3 shall be released without limitation.

      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.


                                      -45-
<PAGE>

      (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.


                                      -46-
<PAGE>

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

BUYER:                                      SELLER:

BEACON ENTERPRISE SOLUTIONS                 ADVANCE DATA SYSTEMS, INC.
GROUP, INC.                                          D/B/A ADSNETCURVE

By: /s/ Bruce Widener                       By: /s/ Dean A. Holland
   -------------------------------             ---------------------------------
     Name:  Bruce Widener                        Name:  Dean A. Holland
     Title: Chief Executive Officer              Title: Chairman

                                            SHAREHOLDERS:

                                            /s/ Dean A. Holland
                                            ------------------------------------
                                            Dean A. Holland

                                            /s/ Christopher P. O'Bryan
                                            ------------------------------------
                                            Christopher P. O'Bryan

                                            /s/ Nelson E. Clemmens
                                            ------------------------------------
                                            Nelson E. Clemmens

                                            /s/ Dr. Eric S. Harter
                                            ------------------------------------
                                            Dr. Eric S. Harter

                                            /s/ Mark H. O'Brien
                                            ------------------------------------
                                            Mark H. O'Brien


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