EXHIBIT 10.11

                            ASSET PURCHASE AGREEMENT

                             dated October 15, 2007

                                  by and among

                    BEACON ENTERPRISE SOLUTIONS GROUP, INC.,

                             RFK COMMUNICATIONS, LLC

                                       and

                  all of the Members of RFK Communications, LLC

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                                TABLE OF CONTENTS

                                                                            Page

Exhibits
Exhibit A - Secured Promissory Note
Exhibit B - Security Agreement
Exhibit C - Bill of Sale
Exhibit D - Instrument of Assumption
Exhibit E - Opinion of the Seller's counsel

Schedules
Schedule 1.6 - Allocation of Purchase Price
Schedule 2.2 - Capitalization/Ownership and Management
Schedule 2.6 - Commission Schedule
Schedule 2.10 - Security Interest of National City Bank
Schedule 2.14 - Agent and Subagent Agreements and Residuals
Schedule 2.23 - Commission Reports for Assigned Contracts
Schedule 2.25 - Transactions with Affiliates


                                       (i)
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                            ASSET PURCHASE AGREEMENT

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

      This Agreement contemplates a transaction in which the Buyer will purchase
certain assets and assume certain of the liabilities of the Seller (the "Assumed
Liabilities" as defined in Article IX, below).

      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  Purchase  Price to be paid by the Buyer for the
Acquired  Assets  shall be (a) 300,000  shares (the  "Shares")  of Buyer  Common
Stock; and (b) a Secured Promissory Note in the principal amount of $562,500.00,
with a maturity  date of sixty (60) months from the date of Closing,  and in the
form attached hereto as Exhibit A.

      1.4 [RESERVED]

      1.5 The Closing.


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

            (b) At the Closing:

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

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

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

                  (viii) 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. The Buyer and the
Seller 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. The Buyer
and the Seller shall  prepare and submit to the other for review their IRS Forms
8594 within  ninety (90) days after  Closing.  Each party shall have thirty (30)
days to complete its review.


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

                                   ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

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

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

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


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

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

      2.4  Noncontravention.   Except  for  obtaining  the  written  consent  of
Lightyear,  TNCI and Paytek, neither the execution and delivery by the Seller of
this Agreement or the Ancillary  Agreements,  nor the consummation by the Seller
of the transactions  contemplated  hereby or thereby,  will (a) conflict with or
violate any provision of the Articles of Organization or Operating  Agreement of
the Seller,  (b) require on the part of the Seller any notice to or filing with,
or any permit,  authorization,  consent or approval of, any Governmental Entity,
(c) conflict with, result in a breach of, constitute (with or without due notice
or  lapse  of time or both) a  default  under,  result  in the  acceleration  of
obligations under, create in any party the right to terminate, modify or cancel,
or require any notice,  consent or waiver  under,  any contract or instrument to
which the  Seller is a party or by which the  Seller is bound or to which any of
its assets is subject,  (d) result in the  imposition  of any Security  Interest
upon  any  asset or  assets  of the  Seller  or (e)  violate  any  order,  writ,
injunction,  decree, statute, rule or regulation applicable to the Seller or any
of its properties or assets.

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

      2.6  Financial  Statements.  The  Seller  has  provided  to the  Buyer the
Financial Statements. The Financial Statements (i) were prepared on a consistent
basis  throughout  the periods  covered  thereby in accordance  with  reasonable
accounting practices, and (ii) fairly and accurately present the cash flows from
the Agent  Contracts for the periods  indicated,  consistent  with the books and
records of the Seller.

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

      2.8 Undisclosed Liabilities.  The Seller has no knowledge of any liability
(whether known or unknown to the Buyer, whether absolute or contingent,  whether
liquidated  or  unliquidated  and whether due or to become due),  except for (a)
liabilities  shown on the Most


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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.

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

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

            (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.  Kentucky and its local  subdivisions  are the only
jurisdictions  (other than United States  federal) in which the Seller files, or
is required to file or has been  required to file a material Tax Return or is or
has been liable for material Taxes on a "nexus"  basis.  The Seller has not been
informed by any jurisdiction that the jurisdiction  believes that the Seller was
required to file any Tax Return that was not filed.

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

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


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            (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 litigation regarding Taxes.

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

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

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

            (k) The Seller is not bound by any Tax indemnity, Tax sharing or Tax
allocation agreement. The Seller is not a "foreign person" within the meaning of
Section 1445 of the Code.

      2.10 Ownership and Condition of Assets.

            (a)  Except  for  the  Security   Interest  of  National  City  Bank
identified in the Disclosure Schedules, the Seller is the true and lawful owner,
and has good  title  to,  all of the  Acquired  Assets,  free  and  clear of all
Security  Interests.  Upon  execution and delivery by the Seller to the Buyer of
the instruments of conveyance referred to in Section 1.5(b)(iii), the Buyer will
become  the true and  lawful  owner of,  and will  receive  good  title to,  the
Acquired Assets, free and clear of all Security  Interests,  except for Security
Interests created by the Buyer.

            (b) The  Acquired  Assets  are  sufficient  for the  conduct  of the
Seller's business as presently conducted.

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

      2.12 Real Property Leases. The Seller is not a party to any Leases, has no
obligations  under any Leases,  and Seller is not a party to any  dispute,  oral
agreement or forbearance program with respect to any Lease.


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

      2.14 Contracts.

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

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

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

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

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

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

                  (vi) any agreement concerning exclusivity or confidentiality;

                  (vii) any employment or consulting agreement;

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

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

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


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

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

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

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

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

      2.15 Accounts Receivable. Seller does not have any accounts receivable.

      2.16 Insurance.  Seller is not a party to any insurance policy  (including
fire, theft,  casualty,  comprehensive general liability,  workers compensation,
business interruption,  environmental,  product liability, errors and omissions,
professional  liability,  and automobile  insurance policies and bond and surety
arrangements).

      2.17 Litigation. 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.  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) The Seller has no employees and has not had any employees.


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

      2.20 Employee Benefits.

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

            (b) Seller is not a party to any:  (i)  agreement  with any  Member,
manager,  executive officer or other key employee of the Seller (A) the benefits
of which are contingent,  or the terms of which are altered, upon the occurrence
of a transaction  involving the Seller of the nature of any of the  transactions
contemplated  by  this  Agreement,  (B)  providing  any  term of  employment  or
compensation  guarantee or (C) providing  severance  benefits or other  benefits
after the  termination of employment of such manager,  executive  officer or key
employee; (ii) agreement, plan or arrangement under which any person may receive
payments  from the Seller that may be subject to the tax imposed by Section 4999
of the  Code  or  included  in the  determination  of such  person's  "parachute
payment" under Section 280G of the Code; and (iii) agreement or plan binding the
Seller,  including  any  stock  option  plan,  stock  appreciation  right  plan,
restricted  stock plan,  stock purchase plan,  severance  benefit plan or Seller
Plan,  any of the  benefits  of which will be  increased,  or the vesting of the
benefits  of  which  will  be  accelerated,  by  the  occurrence  of  any of the
transactions  contemplated by this Agreement or the value of any of the benefits
of which will be calculated on the basis of any of the transactions contemplated
by this Agreement..

      2.21 Environmental Matters.

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

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

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

            (d) The  Seller  does not have  possession  of,  or  access  to,  or
knowledge  of, any  documents  (whether  in hard copy or  electronic  form) that
contain  any  environmental  reports,  investigations  and  audits  relating  to
premises  currently  or  previously  owned or  operated  by the


                                      -9-
<PAGE>

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

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

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

      2.23 Customers and Suppliers. Section 2.23 of the Disclosure Schedule sets
forth a commission report for each of the Assigned Contracts. No carrier that is
a party to any of the Assigned  Contracts has provided  written or verbal notice
to the Seller within the past year that it will stop,  or materially  reduce its
activity below historic levels in connection with the Assigned Contract to which
the carrier is a party.

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

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

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

      2.27 [RESERVED]

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


                                      -10-
<PAGE>

      2.29 [RESERVED].

      2.30 Government Contracts.

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

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

      2.31 Securities Representations.

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

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

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

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


                                      -11-
<PAGE>

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

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

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

                                  ARTICLE III

                   REPRESENTATIONS AND WARRANTIES OF THE BUYER

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

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

      3.2  Authorization of the  Transaction.  The Buyer has all requisite power
and authority to execute and deliver this Agreement, 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 the 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


                                      -12-
<PAGE>

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

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

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

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

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


                                      -13-
<PAGE>

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

                                   ARTICLE IV

                              PRE-CLOSING COVENANTS

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

      4.2 Governmental and Third-Party Notices and Consents.

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

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

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


                                      -14-
<PAGE>

after  nine (9) months  from the date  hereof)  of each such  Assigned  Contract
pursuant  to clause  (C)  above,  the Buyer  shall  perform  and  fulfill,  on a
subcontractor basis, the obligations of the Seller or the applicable  Subsidiary
to be performed under such Assigned Contract,  and the Seller or such Subsidiary
shall  promptly  remit to the  Buyer  all  payments  received  by it under  such
Assigned Contract for services  performed during such period,  net of associated
cost of sales  and  expenses.  If the  assignment  of an  Assigned  Contract  is
approved  by the carrier  after,  rather than  before or  concurrent  with,  the
Closing,  as between Seller and Buyer the date of Closing shall be the effective
date of the sale and  purchase of the rights  under the  Assigned  Contract  and
Buyer's  assumption of  obligations  under the Assigned  Contract,  it being the
intent that all  residuals  collected  after the Closing Date under the Assigned
Contracts shall belong to Buyer.

      4.3 Exclusivity.

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

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

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

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


                                      -15-
<PAGE>

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

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

            (d) enter  into,  adopt or amend any  Employee  Benefit  Plan or any
employment  or  severance  agreement  or  arrangement  of the type  described in
Section 2.20 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  or hire any new  officers or
(except in the Ordinary Course of Business) any new employees;

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

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

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

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

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

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

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

            (l) institute any Legal Proceeding;

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


                                      -16-
<PAGE>

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

      4.5 Access to Information.

            (a) The Seller  shall  permit  representatives  of the Buyer to have
full access (at all  reasonable  times,  and in a manner so as not to  interfere
with the normal business operations of the Seller) to all premises,  properties,
financial, tax and accounting records (including the work papers of the Seller's
independent accountants), contracts, other records and documents, and personnel,
of or pertaining to the Seller, and contacts at Seller's principal suppliers and
customers, for the purpose of performing such inspections and tests as the Buyer
deems necessary or appropriate.

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

      4.6 Notice of Breaches.

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

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

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

      4.8 Preparation of Audited Financial  Statements.  The Seller shall permit
the Buyer and the Buyer's  independent  accountants  to have full access (at all
reasonable  times,  and in a  manner  so as not to  interfere  with  the  normal
business operations of the Seller) to all premises,  properties,  financial, tax
and accounting  records  (including the work papers of the Seller's


                                      -17-
<PAGE>

independent accountants), contracts, other records and documents, and personnel,
of or pertaining to the Seller, and contacts at Seller's principal suppliers and
customers,  for the purpose of preparing  audited  financial  statements  of the
Seller.

                                   ARTICLE V

                              CONDITIONS TO CLOSING

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

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

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

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

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

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

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

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


                                      -18-
<PAGE>

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

            (i) [RESERVED];

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

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

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

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

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

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

            (p) [RESERVED];

            (q) the Buyer,  Strategic  and the members of  Strategic  shall have
entered into the Strategic Purchase Agreement;

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

            (s) Each of Richard C. Mills and Stella  Katherine  Mills shall have
entered into an agreement with Buyer for the transfer of their personal goodwill
to the Buyer; and

            (t) Buyer  shall have  determined  in its sole  discretion  that any
modifications,  changes or additions made by Seller to the Disclosure  Schedules
subsequent  to the  execution of this  Agreement do not  individually  or in the
aggregate have a Material  Adverse Effect on the Assigned  Contracts or the cash
flows anticipated therefrom by Buyer.

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


                                      -19-
<PAGE>

            (a) the representations and warranties of the Buyer set forth in the
first  sentence of Section 3.1 and in Section  3.2 and any  representations  and
warranties  of the Buyer set forth in this  Agreement  that are  qualified as to
materiality  shall  be  true  and  correct  in  all  respects,   and  all  other
representations and warranties of the Buyer set forth in this Agreement shall be
true and correct in all material  respects,  in each case as of the date of this
Agreement and as of the Closing as though made as of the Closing,  except to the
extent  such  representations  and  warranties  are  specifically  made  as of a
particular date (in which case such representations and warranties shall be true
and correct as of such date);

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

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

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

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

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

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

                                   ARTICLE VI

                             POST-CLOSING COVENANTS

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


                                      -20-
<PAGE>

such  knowledge,  information  or documents  shall have become public  knowledge
other than through improper disclosure by the Seller or its Affiliates; provided
that this Section  shall not restrict any Key Employee from  performing  his job
function with and for the benefit of the Buyer after the Closing.

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

      6.3 Non-Competition.

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

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

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


                                      -21-
<PAGE>

            (d) Nothing in this Agreement  shall prohibit Seller from collecting
income from the Retained  Agreements nor from servicing the Retained  Agreements
only  ("Permitted  Activities").  Buyer agrees that the Seller's  conduct of the
Permitted  Activities  will  not be a  violation  of the  restrictive  covenants
applicable to Seller hereunder.

      6.4 Tax Matters.

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

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

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

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

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

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


                                      -22-
<PAGE>

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

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

      6.6 Use of Name.  Seller  may  retain  and use the name  "RFK" or any name
reasonably similar thereto after the Closing Date.

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

      6.8 [RESERVED]

      6.9 [RESERVED]

      6.10 [RESERVED]


                                      -23-
<PAGE>

      6.11  Maintenance of Corporate  Existence;  Distribution of Shares.  For a
period  of at least one year  following  the  Closing  Date,  without  the prior
written  approval  of Buyer,  the  Seller  shall not  distribute  the  Shares or
dissolve, or adopt any resolutions or a plan therefor.

      6.12 [RESERVED]

                                  ARTICLE VII

                                 INDEMNIFICATION

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

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

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

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

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

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

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


                                      -24-
<PAGE>

      7.2  Indemnification  by the Buyer.  The Buyer shall  indemnify the Seller
(and their  officers,  directors  and  affiliates)  in respect  of, and hold the
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; or

            (c) any Assumed Liabilities.

      7.3 Indemnification Claims.

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


                                      -25-
<PAGE>

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.

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

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


                                      -26-
<PAGE>

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

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

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

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

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

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

            (f)  Notwithstanding  the other provisions of this Section 7.3, if a
third party asserts (other than by means of a lawsuit) that an Indemnified Party
is liable to such  third  party for a  monetary  or other  obligation  which may
constitute or result in Damages for which such Indemnified Party may be entitled
to  indemnification  pursuant to this Article VII,  and such  Indemnified  Party
reasonably  determines  that it has a valid  business  reason  to  fulfill  such
obligation,  then (i) such  Indemnified  Party shall be entitled to satisfy such
obligation,  without prior notice to or consent from the Indemnifying Party, and
(ii) such Indemnified Party may subsequently make a claim for indemnification in
accordance with the provisions of this Article VII, and shall be reimbursed,  in
accordance  with the  provisions  of this  Article VII, for any such Damages for
which it is entitled to indemnification pursuant to this Article VII (subject to
the  right  of  the  Indemnifying  Party  to  dispute  the  Indemnified  Party's
entitlement  to  indemnification,  or the  amount  for which it is  entitled  to
indemnification, under the terms of this Article VII).


                                      -27-
<PAGE>

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

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

      7.6 Limitations.

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

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

            (c)  Notwithstanding  any other  provisions of this  Agreement,  the
Buyer agrees that the Seller's and the Members' obligations under Section 7.1(a)
and  (e)  shall  be  limited  solely  to the  principal  amount  of the  Secured
Promissory Note;  provided that the limitations set forth in this sentence shall
not apply to a claim  pursuant to Section  7.1(a) or (e) relating to a breach of
the  representations  and  warranties  set forth in Sections 2.1, 2.2, 2.3, 2.9,
2.20 or 2.21 of this Agreement or the Stategic Purchase Agreement.


                                      -28-
<PAGE>

            (d)  Notwithstanding  any other  provisions of this  Agreement,  the
Seller agrees that the Buyer's obligations under Section 7.2(a) shall be limited
solely to an amount equal to $50,000; provided that the limitations set forth in
this sentence  shall not apply to a claim  pursuant to Section 7.2 relating to a
breach of the representations and warranties set forth in Sections 3.1 or 3.2.

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

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

            (g) No Member shall have any personal  liability or  indemnification
obligation  under this  Article VII for (i) any breach or  violation  of Section
6.1,  6.2 or 6.3 by a person other than the Member  (provided  that this Section
7.6(g) does not limit the  availability of a setoff from the Secured  Promissory
Note to the Buyer for breaches or violations of such  section(s)),  and (ii) any
amount  (including  such  Member's pro rata share of the proceeds of the Secured
Promissory  Note)  greater  than the  product  of (x) (A)  $562,500.00  plus (B)
$300,000.00  or, if less, the value of 300,000 Shares as of the date payment for
indemnification is made, multiplied by (y) such Member's ownership percentage of
the Seller as of the date of Closing.

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

      (i) Upon notice to the Seller and Members  specifying in reasonable detail
the basis  therefor,  Buyer may set off any  amount to which it may be  entitled
under this  Article  VII against  amounts  otherwise  payable  under the Secured
Promissory  Note.  The  exercise  of such  right of  setoff by the 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. Neither the exercise of nor the failure to exercise
such


                                      -29-
<PAGE>

right of setoff  will  constitute  an election of remedies or limit Buyer in any
manner in the enforcement of any other remedies that may be available to it.

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

                                  ARTICLE VIII

                                   TERMINATION

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

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

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

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

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

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

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


                                      -30-
<PAGE>

                                   ARTICLE IX

                                   DEFINITIONS

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

      "AAA" shall mean the American Arbitration Association.

      "Acquired Assets" shall mean the following:

            (a) all rights under Assigned Contracts;

            (b)  all  books,  records,  accounts,   ledgers,  files,  documents,
correspondence,  lists  (including  customer  and  prospect  lists),  sales  and
promotional materials,  studies,  reports and other printed or written materials
related to the Assigned Contracts; and

            (c) all goodwill associated with the Assigned Contracts.

      "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  Secured  Promissory  Note,  the
Security  Agreement,  the  bill of sale  and  other  instruments  of  conveyance
referred to in Section  1.5(b)(v),  and the  instrument of assumption  and other
instruments referred to in Section 1.5(b)(vi).

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

      "Assigned  Contracts" shall mean the agent agreements that Seller has with
Lightyear, TNCI and Paytek.

      "Assumed Liabilities" shall mean (a) all obligations of the Seller arising
after the Closing under the Assigned  Contracts,  other than any liabilities for
any  breach,  act or  omission  by the  Seller  prior to the  Closing  under any
Assigned  Contract,  and (b) any liability for Taxes in accordance with Sections
6.4(a), (b), (c) and (d).

      "Business"  means telco  service.  The Business  being  acquired means the
Assigned  Contracts  and any and all sales of telco  business to new  customers.
Seller is retaining  only the right to service the existing  customer base under
the Retained Agreements and the right to receive all future income therefrom.

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


                                      -31-
<PAGE>

      "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.

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

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

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

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

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

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

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

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

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

      "Damages" shall mean any and all debts,  obligations and other liabilities
(whether absolute, accrued,  contingent, fixed or otherwise, or whether known or
unknown,  or due or to become due or otherwise),  diminution in value,  monetary
damages, fines, fees, penalties, interest obligations,  deficiencies, losses and
expenses (including amounts paid in settlement,  interest, court costs, costs of
investigators, reasonable fees and expenses of attorneys, accountants,


                                      -32-
<PAGE>

financial advisors and other experts,  and other expenses of litigation),  other
than those costs and expenses of arbitration of a Dispute which are to be shared
equally  by the  Indemnified  Party and the  Indemnifying  Party as set forth in
Section 7.3(e)(vi).

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

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

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

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

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

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

      "ERISA  Affiliate"  shall mean any entity  which is, or at any  applicable
time was, a member of (1) a  controlled  group of  corporations  (as  defined in
Section  414(b) of the Code),  (2) a group of trades or businesses  under common
control (as defined in Section 414(c) of the Code),


                                      -33-
<PAGE>

or (3) an affiliated  service group (as defined under Section 414(m) of the Code
or the regulations  under Section 414(o) of the Code),  any of which includes or
included the Seller.

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

      "Excluded  Assets" shall mean all assets of Seller other than the Acquired
Assets, including:

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

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

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

            (d) all rights of Seller under the Retained Agreements;

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

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

            (g) the names "RFK" and "RFK Investments."

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

      "Financial  Statements"  shall mean the unaudited  commission  schedule(s)
attached to Section 2.6 of the Disclosure Schedule.

      "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.


                                      -34-
<PAGE>

      "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:

            (h) Patent Rights;

            (i) Trademarks and all goodwill in the Trademarks;

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

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

            (l)   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

            (m)  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).

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

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

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

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

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


                                      -35-
<PAGE>

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

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

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

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

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

      "Permitted Activities" has the meaning set forth in Section 6.3(d) of this
Agreement.

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

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

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

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

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

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

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

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

      "Restricted  Period" shall mean from the date of this Agreement  until (i)
twenty-four months following his or her termination of employment with the Buyer
with respect to each Key


                                      -36-
<PAGE>

Employee,  and (ii) two years  following the date of this Agreement with respect
to the Seller and all other Members of the Seller not specifically identified in
the foregoing clauses (i) or (ii).

      "Retained  Agreements" means all agent or subagent agreements or residuals
other  than the  Assigned  Contracts,  including  those  with  Powernet  Global,
Smoothstone, NuVox, Charlie Booth, Ethostream, and Pinnacle Wireless.

      "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:

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

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

            (p) under this Agreement or the Ancillary Agreements;

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

            (r) under the Retained Agreements;

            (s) 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;

            (t)  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;

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


                                      -37-
<PAGE>

            (v) 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);

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

            (x)  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);

            (y) for benefits under any Seller Plan; and

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

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

      "Secured  Promissory Note" shall mean the Secured Promissory Note referred
to in Section 1.3 hereof.

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

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

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

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

      "Seller  Material  Adverse Effect" shall mean any material adverse change,
event,  circumstance or development  with respect to, or material adverse effect
on, (i) the business, assets, liabilities, capitalization,  prospects, condition
(financial  or other),  or  results of  operations  of the  Seller,  or (ii) the
ability of the Buyer to operate the business of the Seller immediately


                                      -38-
<PAGE>

after the Closing (excluding the "Permitted  Activities").  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  Plan"  shall  mean  any  Employee  Benefit  Plan  maintained,  or
contributed to, by the Seller, or any ERISA Affiliate.

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

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

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

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

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

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


                                      -39-
<PAGE>

applications  for  registration  of the  foregoing,  common law  trademarks  and
service marks and trade dress.

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

                                   ARTICLE X

                                  MISCELLANEOUS

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

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

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

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

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

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


                                      -40-
<PAGE>

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

If to the Seller or a Member:                 Copy to:

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

If to the Buyer:                              Copy to:

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

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

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

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


                                      -41-
<PAGE>

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

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

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

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

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


                                      -42-
<PAGE>

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

      10.14 Construction.

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

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

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

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

             [THIS SPACE IS RESERVED. SIGNATURES FOLLOW ON PAGE 49.]


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                                      -45-
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                                      -46-
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                                      -47-
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                                      -48-
<PAGE>

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

BUYER:                                      SELLER:

BEACON ENTERPRISE SOLUTIONS                 RFK COMMUNICATIONS,
GROUP, INC.                                 LLC

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

                                            MEMBERS OF RFK COMMUNICATIONS, LLC:

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

                                            STRATEGIC TECHNOLOGY INVESTMENTS,
                                            LLC, as Member

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

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


                                      -49-