EXHIBIT 10.7

                            ASSET PURCHASE AGREEMENT

                             dated October 15, 2007

                                  by and among

                    BEACON ENTERPRISE SOLUTIONS GROUP, INC.,

                               CETCON INCORPORATED

                                       and

                 all of the Shareholders of CETCON Incorporated

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I             THE ASSET PURCHASE......................................1
         1.1      Purchase and Sale of Assets.................................1
         1.2      Assumption of Liabilities...................................1
         1.3      Purchase Price..............................................2
         1.4      Escrow......................................................2
         1.5      The Closing.................................................2
         1.6      Allocation..................................................3
         1.7      Further Assurances..........................................3
         1.8      Withholding.................................................4

ARTICLE II            REPRESENTATIONS AND WARRANTIES OF THE SELLER............4
         2.1      Organization, Qualification and Corporate Power.............4
         2.2      Capitalization..............................................4
         2.3      Authorization of Transaction.................................
         2.4      Noncontravention............................................5
         2.5      Subsidiaries................................................5
         2.6      Financial Statements........................................5
         2.7      Absence of Certain Changes..................................6
         2.8      Undisclosed Liabilities.....................................6
         2.9      Tax Matters.................................................6
         2.10     Ownership and Condition of Assets...........................8
         2.11     Owned Real Property.........................................8
         2.12     Real Property Leases........................................8
         2.13     Intellectual Property.......................................9
         2.14     Contracts..................................................12
         2.15     Accounts Receivable........................................13
         2.16     Insurance..................................................14
         2.17     Litigation.................................................14
         2.18     Warranties.................................................14
         2.19     Employees..................................................14
         2.20     Employee Benefits..........................................15
         2.21     Environmental Matters......................................16
         2.22     Legal Compliance...........................................17
         2.23     Customers and Suppliers....................................17
         2.24     Permits....................................................17
         2.25     Certain Business Relationships With Affiliates.............17
         2.26     Brokers' Fees..............................................18
         2.27     Books and Records..........................................18
         2.28     Disclosure.................................................18
         2.29     Projections................................................18
         2.30     Government Contracts.......................................18
         2.31     Securities Representations.................................19


                                       (i)
<PAGE>

ARTICLE III           REPRESENTATIONS AND WARRANTIES OF THE BUYER............20
         3.1      Organization and Corporate Power...........................20
         3.2      Authorization of the Transaction...........................20
         3.3      Noncontravention...........................................20
         3.4      Capitalization.............................................20
         3.5      No Prior Activities........................................21
         3.6      Litigation.................................................21

ARTICLE IV            PRE-CLOSING COVENANTS..................................21
         4.1      Closing Efforts............................................21
         4.2      Governmental and Third-Party Notices and Consents..........21
         4.3      Exclusivity................................................22
         4.4      Operation of Business......................................22
         4.5      Access to Information......................................24
         4.6      Notice of Breaches.........................................24
         4.7      FIRPTA Tax Certificate.....................................25

ARTICLE V             CONDITIONS TO CLOSING..................................25
         5.1      Conditions to Obligations of the Buyer.....................25
         5.2      Conditions to Obligations of the Seller....................27

ARTICLE VI            POST-CLOSING COVENANTS.................................28
         6.1      Proprietary Information....................................28
         6.2      Solicitation and Hiring....................................28
         6.3      Non-Competition............................................28
         6.4      Tax Matters................................................29
         6.5      Sharing of Data............................................30
         6.6      Use of Name................................................30
         6.7      Cooperation in Litigation..................................30
         6.8      Collection of Accounts Receivable..........................31
         6.9      Employees..................................................31
         6.10     Enforcement of Insurance Claims............................31
         6.11     Maintenance of Corporate Existence;
                  Distribution of Shares.....................................32

ARTICLE VII           INDEMNIFICATION........................................32
         7.1      Indemnification by the Seller..............................32
         7.2      Indemnification by the Buyer...............................33
         7.3      Indemnification Claims.....................................33
         7.4      Survival of Representations and Warranties.................36
         7.5      Treatment of Indemnity Payments............................37
         7.6      Limitations................................................37

ARTICLE VIII          TERMINATION............................................38
         8.1      Termination of Agreement...................................38
         8.2      Effect of Termination......................................39

ARTICLE IX            DEFINITIONS............................................39


                                      (ii)
<PAGE>

ARTICLE X             MISCELLANEOUS..........................................50
         10.1     Press Releases and Announcements...........................50
         10.2     No Third Party Beneficiaries...............................50
         10.3     Entire Agreement...........................................50
         10.4     Succession and Assignment..................................51
         10.5     Counterparts and Facsimile Signature.......................51
         10.6     Headings...................................................51
         10.7     Notices....................................................51
         10.8     Governing Law..............................................52
         10.9     Amendments and Waivers.....................................52
         10.10    Severability...............................................52
         10.11    Expenses...................................................52
         10.12    Submission to Jurisdiction.................................52
         10.13    Specific Performance.......................................53
         10.14    Construction...............................................53

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

Schedules
Schedule 1.1(b) -Specified Excluded Assets
Schedule 1.2(b) - Specified Retained Liabilities
Schedule 1.6 -Allocation of Purchase Price
Schedule 6.9 -Employees To Be Offered Employment By Buyer
Disclosure Schedule


                                      (iii)
<PAGE>

                            ASSET PURCHASE AGREEMENT

      This Asset  Purchase  Agreement  is entered into as of October __, 2007 by
and among BEACON ENTERPRISE  SOLUTIONS GROUP, INC., an Indiana  corporation (the
"Buyer"),  CETCON  INCORPORATED,  an Ohio  corporation  (the  "Seller")  and the
shareholders of Seller (the "Shareholders").

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

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

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

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

                                   ARTICLE I

                               THE ASSET PURCHASE

      1.1 Purchase and Sale of Assets.

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

            (b)  Notwithstanding  the provisions of Section 1.1(a), the Acquired
Assets shall not include the Excluded Assets, including without limitation those
listed on Schedule 1.1(b).

      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, including without limitation those listed on Schedule 1.2(b).

            (c) Immediately  prior to the Closing,  Seller shall pay and satisfy
in full all of the Retained  Liabilities of Seller  including those shown on the
Most Recent Balance  Sheet,  provided that the amounts paid shall be the amounts
of such  liabilities  as of the date of  payment,


<PAGE>

or shall have  made,  in the  reasonable  determination  of the Buyer,  adequate
provision for such Retained Liabilities.

      1.3 Purchase  Price.  The  Purchase  Price to be paid by the Buyer for the
Acquired Assets shall be (a) $700,000.00 in cash (the "Cash Consideration"), (b)
900,000  shares  (the  "Shares")  of  Buyer  Common  Stock;  and  (c) a  Secured
Promissory Note in the principal amount of $600,000.00,  with a maturity date of
sixty (60) months from the date of Closing,  and in the form attached  hereto as
Exhibit A.

      1.4 Escrow. At the Closing,  the Buyer shall deliver to the Escrow Agent a
stock  certificate  registered  in the name of the Escrow  Agent or its  nominee
representing  the Escrow Fund for the purpose of  securing  the  indemnification
obligations of the Seller and the Shareholders set forth in this Agreement.  The
Escrow  Fund  shall be held by the  Escrow  Agent  under  the  Escrow  Agreement
pursuant to the terms thereof. The Escrow Fund shall be held as a trust fund and
shall not be  subject  to any lien,  attachment,  trustee  process  or any other
judicial  process of any creditor of any party,  and shall be held and disbursed
solely  for the  purposes  of and in  accordance  with the  terms of the  Escrow
Agreement.  Until the  termination of the escrow in accordance with the terms of
the Escrow Agreement, the Seller shall have the right, in its sole discretion to
direct the sale for cash of all or any portion of the Escrow Shares (if any then
make-up a portion of the Escrow Fund) in one or more transactions  provided that
(i) the  price  per  share  for the sale of the  Escrow  Shares is not less than
$1.00,  (ii) the proceeds  from any such sale(s)  shall be held in escrow by the
Escrow Agent pursuant to the terms of the Escrow Agreement, and (iii) Seller may
not direct any such sale during any blackout  period  under any insider  trading
policy or blackout policy of Buyer, and the Buyer shall promptly execute any and
all required  joint  instructions  to the Escrow Agent to facilitate any and all
such sales of the Escrow Shares.  Further, Seller shall have the sole discretion
to direct the  investment  of amounts  held in the Escrow  Fund  pursuant to the
investment options specified in, and in accordance with the restrictions of, the
Escrow  Agreement,  and  Buyer  agrees  to  promptly  execute  any and all joint
instructions to the Escrow Agent to facilitate any and all such investments.

      1.5 The Closing.

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

            (b) At the Closing:

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

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


                                      -2-
<PAGE>

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

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

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

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

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

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

                  (ix) the Buyer,  the Seller and the Escrow Agent shall execute
and deliver the Escrow  Agreement in  substantially  the form attached hereto as
Exhibit  F and the Buyer  shall  deposit a stock  certificate  representing  the
Escrow Shares with the Escrow Agent in accordance with Section 1.4;

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

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

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

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


                                      -3-
<PAGE>

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.

      1.8  Withholding.  Notwithstanding  any other provision of this Agreement,
each of the Buyer and the Escrow  Agent shall be entitled to deduct and withhold
from the  payments  to be made  pursuant  to this  Agreement  and/or  the Escrow
Agreement such amounts as it reasonably  determines after  consultation with its
Tax  advisors  that it is required to deduct and  withhold  with  respect to the
making of such payments under the Code or any other applicable  provision of law
and to collect Forms W-8 or W-9, as applicable,  or similar information from the
Seller,  the  Shareholders  and any other  recipients  of payments  hereunder or
thereunder.  To the extent  that  amounts  are so  withheld  by the Buyer,  such
withheld  amounts shall be treated for all purposes of this  Agreement as having
been paid to the recipient in respect of which such  deduction  and  withholding
was made by the Buyer or Escrow Agent.

                                   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
corporation validly existing and in good standing under the laws of the State of
Ohio. The Seller is duly  qualified to conduct  business and is in good standing
under the laws of each  jurisdiction  listed in  Section  2.1 of the  Disclosure
Schedule,  which  jurisdictions  constitute the only  jurisdictions in which the
nature of the Seller's  business or the  ownership or leasing of its  properties
requires such qualification. The Seller has all requisite power and authority to
carry on the  business in which it is engaged and to own and use the  properties
owned  and used by it.  The  Seller  has  furnished  to the Buyer  complete  and
accurate copies of its Articles of Incorporation  and Bylaws.  The Seller is not
in  default  under  or  in  violation  of  any  provision  of  its  Articles  of
Incorporation or Bylaws.  There are no other  agreements or instruments  setting
forth (i) rights, preferences and privileges of the Shareholders with respect to
the Seller  and/or  among the  Shareholders,  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
Shareholders,  indicating  the  number  of  shares  of the  Seller  held by each
Shareholder  and (ii) all  outstanding  options,  warrants or other  instruments
giving any party the right to acquire  any  shares or equity  securities  of the
Seller.


                                      -4-
<PAGE>

There are no  outstanding  agreements  or  commitments  to which the Seller is a
party or which are  binding  upon the  Seller for the  redemption  of any of its
equity.  The  Seller  has only one  class of  shares  outstanding.  There are no
outstanding  options,  warrants or similar rights  relating to the Seller or its
equity securities.

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

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

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

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

      2.6  Financial  Statements.  The  Seller  has  provided  to the  Buyer the
Financial Statements. The Financial Statements (i) were prepared on a consistent
basis  throughout the periods covered thereby (except as may be indicated in the
notes to such  financial  statements)  and, in the case of the balance sheet and
statement  of  income,  changes  in  shareholder's  equity and cash flows of the
Seller as of the end of and for the year ended  December 31, 2006, in accordance
with  reasonable  accounting  practices,  and (ii) fairly  present the financial
position of the Seller as of the dates thereof and the results of its operations
and cash flows for the periods


                                      -5-
<PAGE>

indicated,  consistent with the books and records of the Seller, except that the
unaudited  interim  financial  statements  are  subject to normal and  recurring
year-end  adjustments  which will not be material in amount or effect and do not
include footnotes.

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

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

      2.9 Tax Matters.

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

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

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


                                      -6-
<PAGE>

            (d) The  Seller  is,  and has  been  since  its  inception,  validly
classified and treated as an "S corporation," having made a valid election under
Section  1362 of the Internal  Revenue  Code and has been  validly  treated in a
similar manner for purposes of the income Tax laws of all states in which it has
been subject to taxation.

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

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

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

            (h) There are no Security  Interests  with respect to Taxes upon any
of the  Acquired  Assets,  other  than  with  respect  to Taxes  not yet due and
payable. To the Seller's and Shareholders' knowledge,  there is no basis for the
assertion of any claim relating or  attributable  to Taxes,  which, if adversely
determined,  would result in any Security  Interest on the 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.

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


                                      -7-
<PAGE>

      2.10 Ownership and Condition of Assets.

            (a) The Seller is the true and lawful owner,  and has good title to,
all of the  Acquired  Assets,  free and clear of all  Security  Interests.  Upon
execution  and  delivery  by the  Seller  to the  Buyer  of the  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
Buyer.

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

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

            (d)  Except  as set  forth  on  Section  2.10(d)  of the  Disclosure
Schedule,  each item of  equipment,  motor vehicle and other asset that is being
transferred to the Buyer as part of the Acquired  Assets and that the Seller has
possession of pursuant to a lease agreement or other contractual  arrangement is
in such condition  that, if returned to its lessor or owner under the applicable
lease or contract on the Closing  Date,  the  obligations  of the Seller to such
lessor or owner would have been discharged in full.

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

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

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

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

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


                                      -8-
<PAGE>

or otherwise, would constitute a material breach or default by the Seller or, to
the knowledge of the Seller, any other party under such Lease;

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

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

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

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

      2.13 Intellectual Property.

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

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

            (c)  Ownership;  Sufficiency.  Except  as  otherwise  identified  in
Section  2.13 of the  Disclosure  Schedule,  each  item of  Seller  Intellectual
Property will be owned or available for use by the Buyer  immediately  following
the  Closing  on  substantially   identical  terms  and  conditions  as  it  was
immediately prior to the Closing.  The Seller is the sole and exclusive owner of
all Seller Owned Intellectual Property, free and clear of any Security Interests
and all joint  owners of the Seller  Owned  Intellectual  Property are listed in
Section 2.13(c) of the Disclosure  Schedule.  Except as otherwise  identified in
Section  2.13 of the  Disclosure  Schedule,  the  Seller  Intellectual  Property
constitutes  all  Intellectual  Property  necessary  (i) to Exploit the Customer
Offerings  in the manner so done  currently  by the Seller,  (ii) to Exploit the
Internal  Systems as they are currently used by the Seller,  and (iii) otherwise
to  conduct  the  Seller's  business  in all  material  respects  in the  manner
currently conducted by the Seller. Seller has not licensed the Software included
in the Customer  Offerings,  or any portion thereof,  to any third party. Seller
has Exploited the Software solely in connection  with Seller's  internal use and
makes no representation  and warranty that the Software can be made available to
third parties  (whether by license or  otherwise),  except in the manner so done
currently by the Seller.

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


                                      -9-
<PAGE>

control of the Seller or (ii) breach of the Seller's security procedures wherein
confidential  information  has been disclosed to a third person.  The Seller has
actively  policed the quality of all goods and  services  sold,  distributed  or
marketed under each of its Trademarks and has enforced  adequate quality control
measures to ensure that no  Trademarks  that it has  licensed to others shall be
deemed to be abandoned.

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

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

            (g) Outbound IP  Agreements.  Seller has not assigned,  transferred,
licensed,  distributed  or  otherwise  granted any right or access to any person
(except for access to customers necessary to Exploit the Customer Offerings), or
covenanted not to assert any right, with respect to any past, existing or future
Seller Intellectual  Property. The Seller has not agreed to indemnify any person
against any  infringement,  violation or  misappropriation  of any  Intellectual
Property  rights  with  respect to any  Customer  Offerings  or any third  party
Intellectual  Property  rights.  The  Seller  is not a member of or party to any
patent pool,  industry  standards body, trade association or other  organization
pursuant to the rules of which it is obligated to license any existing or future
Intellectual Property to any person.

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


                                      -10-
<PAGE>

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

            (j) Authorship.  All of the Software and  Documentation  comprising,
incorporated in or bundled with the Customer  Offerings or Internal Systems have
been designed,  authored, tested and debugged by regular employees of the Seller
within the scope of their employment or by independent contractors of the Seller
who have executed valid and binding  agreements  expressly  assigning all right,
title and interest in such copyrightable  materials to the Seller, waiving their
non-assignable  rights  (including  moral rights) in favor of the Seller and its
permitted assigns and licensees, and have no residual claim to such materials.

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

            (l) Employee and Contractor Assignments. [Intentionally deleted.]

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

            (n) Support and Funding. The Seller has neither sought,  applied for
nor received any support,  funding,  resources or  assistance  from any federal,
state,  local or foreign


                                      -11-
<PAGE>

governmental or  quasi-governmental  agency or funding source in connection with
the  Exploitation  of  the  Customer  Offerings,  the  Internal  Systems  or any
facilities or equipment used in connection therewith.

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

      2.14 Contracts.

            (a) Section  2.14 of the  Disclosure  Schedule  lists the  following
agreements  (written  or oral) to which the  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 Shareholder or an Affiliate thereof;


                                      -12-
<PAGE>

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

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

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

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

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

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

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

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


                                      -13-
<PAGE>

Balance  Sheet.  The Seller has not received any written  notice from an account
debtor  stating that any account  receivable in an amount in excess of $5,000 is
subject to any contest, claim or setoff by such account debtor.

      2.16  Insurance.  Section  2.16  of the  Disclosure  Schedule  lists  each
insurance  policy  (including  fire,  theft,  casualty,   comprehensive  general
liability, workers compensation, business interruption,  environmental,  product
liability,   errors  and  omissions,   professional  liability,  and  automobile
insurance  policies and bond and surety  arrangements)  to which the Seller is a
party,  all of which are in full force and effect.  There is no  material  claim
pending under any such policy as to which coverage has been  questioned,  denied
or disputed by the  underwriter  of such  policy.  All  premiums due and payable
under all such  policies  have  been  paid,  the  Seller  may not be liable  for
retroactive  premiums  or  similar  payments,  and the  Seller is  otherwise  in
compliance in all material respects with the terms of such policies.  The Seller
has no knowledge of any  threatened  termination  of, or premium  increase  with
respect to, any such  policy.  Upon  payment of amounts  required to obtain tail
coverage on Seller's  professional  liability  (errors and omissions)  insurance
policy,  such policy will be in full force and effect immediately  following the
Closing in accordance with the terms thereof as in effect  immediately  prior to
the Closing.

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

      2.18 Warranties.  No service or product  delivered,  made, sold, leased or
licensed by the Seller is subject to any  guaranty,  warranty,  right of return,
right of credit or other indemnity.

      2.19 Employees.

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

            (b)  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


                                      -14-
<PAGE>

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

      2.20 Employee Benefits.

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

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

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

            (d) 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.

            (e) 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).

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

            (g) No act or omission has  occurred  and no  condition  exists with
respect to any Seller  Plan that would  subject  the Buyer or any  Affiliate  of
Buyer to (i) any material  fine,  penalty,  tax or liability of any kind imposed
under ERISA or the Code or (ii) any contractual


                                      -15-
<PAGE>

indemnification or contribution obligation protecting any fiduciary,  insurer or
service provider with respect to any Seller Plan.

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

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

            (j) Section 2.20 of the  Disclosure  Schedule  discloses  each:  (i)
agreement with any Shareholder, manager, executive officer or other key employee
of the 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.

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

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

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

      2.21 Environmental Matters.

            (a) To 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.


                                      -16-
<PAGE>

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

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

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

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

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

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

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

      2.25 Certain Business  Relationships With Affiliates.  No Affiliate of the
Seller (a) owns any property or right, tangible or intangible,  which is used in
the  business  of the Seller,  (b) has any claim or cause of action  against the
Seller,  or (c) owes any money to, or is owed any money by, the Seller.  Section
2.25 of the Disclosure  Schedule  describes any  transactions  or


                                      -17-
<PAGE>

relationships  between the Seller and any Affiliate  thereof  which  occurred or
have existed  since the  beginning of the time period  covered by the  Financial
Statements.

      2.26 Brokers'  Fees.  The Seller does not have any liability or obligation
to pay any fees or  commissions  to any broker,  finder or agent with respect to
the transactions  contemplated by this Agreement,  except Great Western Business
Services, which commission will be paid by the Seller.

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

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

      2.29  Projections.  The  projections  included  in  Section  2.29  of  the
Disclosure  Schedule  were  prepared  by the Seller in good faith using the best
information   available  to  management  of  the  Seller  and  represent  Seller
management's  good faith  estimates of the future  performance of the Seller for
the periods referred to therein. The Buyer acknowledges that the projections are
estimates  and Seller makes no  representation  or warranty as to actual  future
performance.

      2.30 Government Contracts.

            (a) The Seller has not been  suspended  or debarred  from bidding on
contracts  or  subcontracts  with  any  Governmental  Entity;  and  to  Seller's
knowledge no such suspension or debarment has been threatened or initiated;  and
the  consummation  of the  transactions  contemplated by this Agreement will not
result in any such  suspension or debarment of the Seller or the Buyer (assuming
that no such suspension or debarment will result solely from the identity of the
Buyer).  The Seller has not been or is not now being audited or  investigated by
the United States Government  Accounting Office, the United States Department of
Defense  or any  of  its  agencies,  the  Defense  Contract  Audit  Agency,  the
contracting  or auditing  function of any  Governmental  Entity with which it is
contracting,  the United States Department of Justice,  the Inspector General of
the United States, or any prime contractor with a Governmental  Entity;  nor, to
the  knowledge  of  the  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


                                      -18-
<PAGE>

or commitments which require it 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) Seller is an  "accredited  investor"  as defined in Rule  501(a)
under  the  Securities  Act.  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.

            (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."


                                      -19-
<PAGE>

                                  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 Buyer will  constitute,  a valid
and binding obligation of the Buyer,  enforceable  against it in accordance with
its terms,  except as enforceability  may be limited by bankruptcy,  insolvency,
reorganization,  moratorium, arrangement or other similar laws from time to time
in effect.

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

      3.4 Capitalization.  The authorized capital stock of the Buyer consists of
20,000,000  shares of Buyer Common Stock, of which 3,937,500  shares were issued
and outstanding,  and options, warrants or other rights (the "Equity Rights") to
acquire 865,000 shares of Buyer Common Stock were outstanding,  in each case, as
of October 12, 2007. As of October 12, 2007,  there are no outstanding  options,
warrants or similar  rights  relating to the Buyer or its equity  other than the
Convertible  Promissory  Notes of the Buyer dated July 16, 2007 convertible into
an  aggregate  of up to  833,333  shares of Buyer  Common  Stock and the  Equity
Rights. The rights and privileges of each class of the Buyer's capital stock are
set forth in the  Buyer's  Articles of


                                      -20-
<PAGE>

Incorporation,  a copy of which has been made  available  to Seller.  All of the
issued and  outstanding  shares of Buyer Common Stock have been duly  authorized
and  validly  issued and are fully paid and  nonassessable.  The Shares will be,
when issued on the terms and  conditions  of this  Agreement,  duly  authorized,
validly  issued,  fully paid and  nonassessable  and not subject to or issued in
violation  of  any  purchase  option,  call  option,  right  of  first  refusal,
preemptive right, subscription right or any similar right under any provision of
the Buyer's  Articles of  Incorporation  or Bylaws or any agreement to which the
Buyer is a party or is otherwise bound.

      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.

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

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


                                      -21-
<PAGE>

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 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.

      4.3 Exclusivity.

            (a)  Neither  the Seller nor the  Shareholders  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 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  Shareholder  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  Shareholder,  as
applicable, is terminating such discussions or negotiations.  If the Seller or a
Shareholder  receives any inquiry,  proposal or offer of the nature described in
paragraph (a) above, the Seller or Shareholder, as applicable, shall, within one
business day after such receipt,  notify the Buyer of such inquiry,  proposal or
offer,  including the identity of the other party and the terms of such inquiry,
proposal or offer.

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


                                      -22-
<PAGE>

of the  foregoing,  prior to the  Closing,  the Seller  shall not,  without  the
written consent of the Buyer:

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

            (b)  declare,  set aside or pay any  dividend or other  distribution
(whether in cash,  stock or property or any  combination  thereof) in respect of
its shares other than any  distributions  by the Seller to its  Shareholders for
the payment of Taxes consistent with past practice;

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

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

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

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

            (g) discharge or satisfy any Security Interest or pay any obligation
or liability other than in the Ordinary Course of Business;

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

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

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


                                      -23-
<PAGE>

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

            (l) institute or settle any Legal Proceeding;

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

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

      4.5 Access to Information.

            (a) The Seller  shall  permit  representatives  of the Buyer to have
full access (at all  reasonable  times,  and in a manner so as not to  interfere
with the normal business operations of 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 October 31,  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 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 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.


                                      -24-
<PAGE>

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

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

                                   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;


                                      -25-
<PAGE>

            (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,  and copies of filed UCC termination  statements with respect to all UCC
financing statements evidencing Security Interests;

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

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

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

            (k) 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;

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

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

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

            (o) 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;

            (p) 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;

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


                                      -26-
<PAGE>

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

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

            (a) the representations and warranties of the Buyer set forth in the
first  sentence of Section 3.1 and in Section  3.2 and any  representations  and
warranties  of the Buyer 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 Buyer shall have  entered into a sublease or  assignment  of
the Lease reasonably  satisfactory to Seller, or Buyer shall have entered into a
new lease with the landlord of the property underlying the Lease;

            (f) 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;

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

            (h) 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.


                                      -27-
<PAGE>

                                   ARTICLE VI

                             POST-CLOSING COVENANTS

      6.1  Proprietary  Information.  From and after the  Closing,  neither  the
Seller nor the Shareholders  shall disclose or make use of (except to pursue its
rights, under this Agreement or the Ancillary  Agreements),  and 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 such  knowledge,  information or documents  shall have
become public knowledge other than through improper  disclosure by the Seller or
an  Affiliate;  provided  that this Section  shall not restrict any Key Employee
from  performing  his job  function  with and for the benefit of Buyer after the
Closing.

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

      6.3 Non-Competition.

            (a) During the applicable Restricted Period,  neither the Seller nor
any  Shareholder  shall,  either  directly or  indirectly  as a owner,  partner,
officer,  employee,   director,   investor,   lender,  consultant,   independent
contractor  or  otherwise  (except  as the  holder  of not  more  than 1% of the
combined voting power of the outstanding  stock of a publicly held company,  and
excluding  Seller's  ownership  interest  in Buyer),  (i) provide any service or
design,  develop,  manufacture,  market, sell or license any product anywhere in
the world 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  in the world in any  business
competitive with the Business of the Seller as conducted as of the Closing Date,
including  without  limitation,  network  design,  engineering,  consulting  and
project  management  and other  provision of  information  technology  services;
provided  that this  sentence  shall not apply to any  Shareholder  who is a Key
Employee and whose  employment is  terminated  by the Company  without Cause (as
defined  in the Key  Employee's  Employment  Agreement)  or who  terminates  his
employment  with the Company  for Good Reason (as defined in the Key  Employee's
Employment Agreement).

            (b) Each of the Seller and the Shareholders  agree that the duration
and geographic scope of the non-competition  provision set forth in this Section
6.3 are reasonable.


                                      -28-
<PAGE>

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 its Affiliates to, refer all inquiries  regarding the business,
products and services of the Seller to the Buyer.

      6.4 Tax Matters.

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

            (b) All Tax  liabilities  (other than Income Taxes)  attributable to
the Business through the Closing Date shall be borne by Buyer to the extent that
such liabilities are, in the aggregate, included for purposes of calculating the
Closing Adjustment (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.


                                      -29-
<PAGE>

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

      6.5 Sharing of Data.

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

            (b) Promptly  upon  request by the Buyer made at any time  following
the Closing  Date,  the Seller shall  authorize  the release to the Buyer of all
files  pertaining  to  the  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.  The  Seller  shall not use,  and shall  not  permit  any
Affiliate  to  use,  the  name  "CETCON  Incorporated",  "CETCON"  or  any  name
reasonably  similar  thereto after the Closing  Date,  except as approved by the
Buyer in  connection  with  obtaining  any  approval  or consent  relating to an
Assigned  Contract as contemplated  by Section 4.2(c),  which approval is hereby
granted by Buyer for a period of nine (9) months from the date  hereof,  subject
to the  reasonable  approval  of Buyer over the  manner of use.  Within a timely
manner   after  the   Closing,   Seller  shall  have  amended  its  Articles  of
Incorporation  and  governing  documents  to change  its name to  something  not
similar to "CETCON Incorporated" or "CETCON".

      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


                                      -30-
<PAGE>

contemplated by this Agreement). The Party requesting such cooperation shall pay
the reasonable  out-of-pocket  expenses  incurred in providing such  cooperation
(including legal fees and disbursements) by the Party providing such cooperation
and by its  officers,  directors,  managers,  employees  and  agents,  and shall
reimburse such Party or its officers, directors, managers, employees and agents,
at a  reasonable  rate,  for their time spent in such  cooperation  in excess of
twenty-five hours in the aggregate on such matter.

      6.8  Collection  of Accounts  Receivable.  The Seller agrees that it shall
forward promptly to the Buyer any monies,  checks or instruments received by the
Seller after the Closing Date with respect to the accounts receivable  purchased
by the Buyer from the  Seller  pursuant  to this  Agreement.  The  Seller  shall
provide to the Buyer such  reasonable  assistance  as the Buyer may request with
respect to the  collection of any such accounts  receivable,  provided the Buyer
pays the  reasonable  out-of-pocket  expenses  of the Seller  and its  officers,
managers and employees incurred in providing such assistance.  The Seller hereby
grants  to the  Buyer a power of  attorney  to  endorse  and cash any  checks or
instruments payable or endorsed to the Seller or its order which are received by
the Buyer and which  relate to accounts  receivable  purchased by the Buyer from
the  Seller.  If,  and to the  extent  that,  Buyer is unable to  collect on any
accounts  receivable  acquired  from the  Seller  hereunder  and  Buyer  obtains
indemnification from Seller under this Agreement for such accounts,  Buyer shall
assign such  accounts to the Seller and Seller shall be entitled to collect such
accounts for its own account and, if Seller collects such account, it shall have
no obligation to remit such amount collected to the Buyer.

      6.9 Employees.

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

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

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

      6.10  Enforcement  of Insurance  Claims.  The Seller hereby assigns to the
Buyer the right to pursue and enforce, and hereby irrevocably appoints the Buyer
as its true and  lawful  attorney-in-fact  with full power in the name of and on
behalf of the Seller for the  purpose of  pursuing  and  enforcing,  any and all
rights of the Seller  under any  insurance  policies of the Seller which are not
assigned to the Buyer pursuant to this Agreement with respect to any occurrence,
claim or loss (including any product liability claim) which is the subject of an
indemnity


                                      -31-
<PAGE>

obligation by the Seller to the Buyer under Article VII; provided that the Buyer
may not  exercise  such right or power  unless the Seller  fails to promptly and
expeditiously  pursue and enforce its rights under its  insurance  policies with
respect to such occurrence,  claim or loss. The power of attorney conferred upon
the Buyer by the Seller  pursuant to this Section 6.10 is an agency coupled with
an interest and all authority  conferred hereby shall be irrevocable,  and shall
not be terminated by the  dissolution  or the  liquidation  of the Seller or any
other act of the Seller.

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

      6.12  Sales of  Shares  under  Rule  144.  The  Buyer  shall  utilize  its
Reasonable  Best Efforts to ensure that the  provisions of Rule 144  promulgated
under the  Securities Act of 1933 are available for the resale of the Shares for
Shareholders and other persons complying with all of the holding period,  volume
of sale,  manner  of  sale,  broker's  transaction,  notice  of sale  and  other
requirements of Rule 144 Specifically,  the Buyer shall make available  adequate
current public  information by filing all reports  required under the Securities
Exchange Act of 1934 or otherwise  making  publicly  available  the  information
concerning the issuer specified in paragraphs (a)(5)(i) to (xiv), inclusive, and
paragraph  (a)(5)(xvi) of Rule 15c2-11 (Sec.  240.15c2-11 of this chapter) under
that Act.

                                  ARTICLE VII

                                 INDEMNIFICATION

      7.1  Indemnification  by the Seller.  The Shareholders,  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  Shareholders
contained in this Agreement,  any Ancillary  Agreement or any other agreement or
instrument  furnished by the Seller or the Shareholders to the Buyer pursuant to
this Agreement;

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


                                      -32-
<PAGE>

            (d) any error,  inaccuracy or omission in the  financial  statements
used to compute the Closing Adjustment,  and for which the Buyer submits a Claim
Notice within 120 days of the Closing Date; or

            (e) 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.

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

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

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


                                      -33-
<PAGE>

keep the Non-controlling  Party advised of the status of such Third Party Action
and the defense thereof and shall consider in good faith recommendations made by
the Non-controlling  Party with respect thereto. The Non-controlling Party shall
furnish the Controlling  Party with such information as it may have with respect
to such Third Party Action (including copies of any summons,  complaint or other
pleading which may have been served on such party and any written claim, demand,
invoice,  billing or other document  evidencing or asserting the same) and shall
otherwise cooperate with and assist the Controlling Party in the defense of such
Third Party Action.  Notwithstanding any other provision of this Agreement,  the
reasonable fees and expenses of counsel to the Indemnified Party with respect to
a Third Party Action shall be considered  Damages for purposes of this Agreement
if (i) the  Indemnified  Party  controls  the defense of such Third Party Action
pursuant  to the terms of this  Section  7.3(a) or (ii) the  Indemnifying  Party
assumes control of such defense and the Indemnified  Party reasonably  concludes
that the Indemnifying Party and the Indemnified Party have conflicting interests
or different  defenses  available  with respect to such Third Party Action.  The
Indemnifying  Party  shall not agree to any  settlement  of, or the entry of any
judgment  arising from, any Third Party Action without the prior written consent
of the Indemnified Party, which shall not be unreasonably withheld,  conditioned
or  delayed.  If the  Indemnified  Party  withholds  its  consent  to  any  such
settlement or entry of judgment which settlement or entry of judgment relates to
cash  Damages  only,  then  the  liability  of  the  Indemnifying  Party  to the
Indemnified  Party with respect to the matter which would have been concluded or
settled  shall be limited to the amount for which such  matters  could have been
concluded  or  settled  but for the  fact the  Indemnified  Party  withheld  its
consent.  The  Indemnified  Party shall not agree to any  settlement  of, or the
entry of any judgment  arising  from,  any such Third Party  Action  without the
prior written consent of the Indemnifying Party, which shall not be unreasonably
withheld, conditioned or delayed.

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

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


                                      -34-
<PAGE>

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

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

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

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

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

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

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


                                      -35-
<PAGE>

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

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

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

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


                                      -36-
<PAGE>

conducted by or on behalf of an Indemnified Party or any knowledge  acquired (or
capable of being acquired) by an Indemnified Party,  whether before or after the
date of this  Agreement  or the Closing  Date  (including  through  supplemental
information provided pursuant to by Section 4.6), with respect to the inaccuracy
or noncompliance with any representation, warranty, covenant or obligation which
is the subject of indemnification hereunder or (ii) any waiver by an Indemnified
Party of any closing condition  relating to the accuracy of any  representations
and  warranties  or  the  performance  of  or  compliance  with  agreements  and
covenants.

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

      7.6 Limitations.

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

            (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  Shareholders'  obligations under Section
7.1(a) shall be limited solely to the principal amount of the Secured Promissory
Note and the  Escrow  Fund held by the  Escrow  Agent,  and any  indemnification
payments  under Section 7.1(a) shall be limited to the Escrow Fund (based on the
Value of the  Escrow  Shares  plus any other cash or  property  then held in the
Escrow Fund) in satisfaction of such  indemnification  claim;  provided that the
limitations  set forth in this sentence  shall not apply to a claim  pursuant to
Section 7.1(a)  relating to a breach of the  representations  and warranties set
forth in Sections 2.1, 2.3, 2.9, 2.20 or 2.21.

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

            (e) The Seller and the  Shareholders  shall have no  liability  (for
indemnification  or otherwise) with respect to claims under Section 7.1(a) until
the total of all Damages with respect to such matters  exceeds  $50,000 at which
point the Seller and the  Shareholders  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, 2.3, 2.6 (last sentence only), 2.9, 2.20 or 2.21.

            (f) The  Buyer  shall  have no  liability  (for  indemnification  or
otherwise)  with respect to claims under  Section  7.2(a) until the total of all
Damages with respect to such matters exceeds  $50,000,  at which point the Buyer
shall be liable  for any and all  Damages.  However,


                                      -37-
<PAGE>

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   Shareholder   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  Shareholder
(provided that this Section 7.6(g) does not limit the availability of the Escrow
Fund to the Buyer for breaches or violations of such  section(s)),  and (ii) any
amount (including such  Shareholder's pro rata share of the Escrow Fund) greater
than the product of (x) (A) $1,300,000.00  plus (B) $900,000.00 or, if less, the
value of 900,000  Shares as of the date  payment  for  indemnification  is made,
times (y) such  Shareholder's  ownership  percentage of Seller as of the date of
Closing.

            (h) Buyer must first seek to satisfy any claim by the Buyer  against
the Seller or any Shareholder  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  Shareholder  under this  Article  VII,  against any of the Shares (at the
Value thereof) then held by such  Shareholder  (or, if such Shares have not been
distributed to such Shareholder by the Seller, by such  Shareholder's  (and only
such Shareholder's) pro-rata portion of the total number of Shares issued to the
Seller on the Closing Date, based on such Shareholder's  ownership percentage of
Seller  as of the date of  Closing  less any  Shares  that have been sold by the
Seller at the  direction  of such  Shareholder),  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 Seller and Shareholders  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 or may give notice of a claim in such amount under the
Escrow  Agreement.  The exercise of such right of setoff by Buyer in good faith,
whether or not  ultimately  determined to be justified,  will not  constitute an
event of default under the Secured  Promissory  Note or any instrument  securing
the Secured Promissory Note. Neither the exercise of nor the failure to exercise
such right of setoff or to give a notice of a claim  under the Escrow  Agreement
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.

                                  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  Shareholder  is in breach of any
representation,  warranty  or covenant  contained  in this  Agreement,  and such
breach (i)  individually  or in  combination  with any other such breach,  would
cause the  conditions  set forth in clauses  (b) or (c) of Section 5.1


                                      -38-
<PAGE>

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  December 31,
2007 by reason of the  failure of any  condition  precedent  under  Section  5.1
(unless  the  failure  results  primarily  from a  breach  by the  Buyer  of any
representation, warranty or covenant contained in this Agreement); or

            (e) the Seller may terminate this Agreement by giving written notice
to the Buyer if the Closing  shall not have  occurred on or before  December 31,
2007 by reason of the  failure of any  condition  precedent  under  Section  5.2
(unless  the  failure  results  primarily  from  a  breach  by the  Seller  or a
Shareholder  of any  representation,  warranty  or  covenant  contained  in this
Agreement).

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

                                   ARTICLE IX

                                   DEFINITIONS

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

      "AAA" shall mean the American Arbitration Association.

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

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

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

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


                                      -39-
<PAGE>

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

            (e) all Intellectual Property;

            (f) all rights under Assigned Contracts;

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

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

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

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

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

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

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

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

      "Assumed Liabilities" shall mean (a) all current and long term liabilities
on the Seller's  Balance Sheet at the time of closing except those identified on
Schedule 1.2(b)  (Specified  Retained  Liabilities),  (b) 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,  (c)  vacation  accrued  by  employees,  customer
retention  bonus and non-owner  discretionary  profit sharing plan, in each case
based on a  bi-weekly  accrual  from  January  1,  2007 to the  Closing  Date as
accepted by Buyer and (d) any liability  for Taxes in  accordance  with Sections
6.4(a), (b), (c) and (d).

      "Business" means any of the following, to the extent actually conducted by
the Seller: (i) computer systems management (sales,  service and support);  (ii)
computer  telephony  integration;  (iii) telephone  systems  management  (sales,
service and  support);  (iv)  cabling;  (v) software


                                      -40-
<PAGE>

development; (vi) network engineering,  design and project management; and (vii)
provision or resale of LAN/WAN services.

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

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

      "Buyer  Common  Stock"  shall  mean  the  common  shares  of the  Buyer or
following  the Closing,  the common stock,  $0.0001 par value,  of any successor
entity to the Buyer.

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

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

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

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

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

      "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,


                                      -41-
<PAGE>

manufacture, market, distribute, make available, sell or license to or for third
parties in the future. A true and complete list of all Customer Offerings is set
forth in Section 2.13(c) of the Disclosure Schedule.

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

      "Disclosure  Schedule" shall mean the disclosure  schedule provided by the
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.

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

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

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

      "Environmental  Law" shall mean any federal,  state or local law, statute,
rule,  order,  directive,  judgment,  Permit or  regulation  or the  common  law
relating to the  environment,  occupational  health and  safety,  or exposure of
persons or  property  to  Materials  of  Environmental  Concern,  including  any
statute,  regulation,  administrative  decision or order  pertaining to: (i) the
presence of or the treatment,  storage,  disposal,  generation,  transportation,
handling, distribution,  manufacture, processing, use, import, export, labeling,
recycling,   registration,   investigation   or   remediation  of  Materials  of
Environmental Concern or documentation related to the foregoing; (ii) air, water
and noise pollution; (iii) groundwater and soil contamination; (iv) the release,
threatened release, or accidental release into the environment, the workplace or
other  areas  of  Materials  of  Environmental  Concern,   including  emissions,
discharges, injections, spills, escapes or dumping of Materials of Environmental
Concern;  (v) transfer of interests in or control of real


                                      -42-
<PAGE>

property  which may be  contaminated;  (vi)  community  or worker  right-to-know
disclosures  with  respect to  Materials  of  Environmental  Concern;  (vii) the
protection of wild life, marine life and wetlands, and endangered and threatened
species;  (viii)  storage  tanks,  vessels,  containers,  abandoned or discarded
barrels and other  closed  receptacles;  and (ix) health and safety of employees
and other persons.  As used above, the term "release" shall have the meaning set
forth in CERCLA.

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

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

      "Escrow Agent" shall mean [ ].

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

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

      "Escrow Shares" shall mean 450,000 of the Shares.

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

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

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

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

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

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

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


                                      -43-
<PAGE>

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

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

      "Financial Statements" shall mean:

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

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

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

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

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

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

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

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

            (a) Patent Rights;

            (b) Trademarks and all goodwill in the Trademarks;

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

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

            (e)   inventions,   invention   disclosures,   statutory   invention
registrations,  trade secrets and confidential business  information,  know-how,
manufacturing  and product  processes and  techniques,  research and development
information,   financial,   marketing  and  business  data,


                                      -44-
<PAGE>

pricing and cost  information,  business  and  marketing  plans and customer and
supplier lists and information,  whether  patentable or  nonpatentable,  whether
copyrightable or noncopyrightable and whether or not reduced to practice; and

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

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

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

      "Key  Employees"  means Ken  Kerr,  Homer  Wicke  and any  other  employee
designated as such by the Buyer at Closing.

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

      "Lease Agreement" means that certain Lease,  dated [ ], between Seller and
[ ].

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

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

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

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

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


                                      -45-
<PAGE>

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

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

      "Other  Holders"  means  holders of  securities  of the Buyer  (other than
Shareholders)  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  Shareholders,  where
applicable.  References  which contrast  "Party" to the other "Party" shall mean
the Buyer on the one hand and the Seller and the Shareholders,  collectively, on
the other hand.

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

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

      "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.

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


                                      -46-
<PAGE>

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

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

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

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

            (c) under this Agreement or the Ancillary Agreements;

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

            (e) under any  agreements,  contracts,  leases or licenses which are
associated with Excluded Assets on Schedule 1.1(b) or are specifically listed as
Retained Liabilities on Schedule 1.2(b);

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

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

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


                                      -47-
<PAGE>

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

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

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

            (l) for benefits  under any Seller Plan accruing  prior to or on the
date of closing; and

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

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

      "Secured  Promissory Note" shall mean the Secured Promissory Note 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   Intellectual   Property"  shall  mean  shall  the  Seller  Owned
Intellectual Property and the Seller Licensed Intellectual Property.


                                      -48-
<PAGE>

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

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

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

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

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

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

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

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

      "Stockholder" shall mean a stockholder of the Seller.

      "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,


                                      -49-
<PAGE>

withholding,  employment,  unemployment  insurance,  unemployment  compensation,
social security, business license, business organization, environmental, workers
compensation,  payroll,  profits,  license, lease, service,  service use, gains,
franchise  and other taxes  imposed by any  federal,  state,  local,  or foreign
Governmental  Entity,  (y)  any  interest,  fines,  penalties,  assessments,  or
additions  resulting from,  attributable  to, or incurred in connection with any
items described in this paragraph or any contest or dispute thereof, and (z) any
items  described in this paragraph that are  attributable  to another person but
that the Seller is liable to pay by law, by contract, or otherwise.

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

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

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

      "Value"  means,  with  respect  to the Shares or the  Escrow  Shares,  the
average  closing price of Buyer Common Stock on any stock exchange on which such
Buyer  Common  Stock is listed for the 30-days on which the Common  Stock of the
Buyer is traded  immediately  prior to the day any  portion of the Shares or the
Escrow Shares are disbursed in  satisfaction  of a claim,  or if such shares are
not then publicly  traded,  the value as of such date as determined by the Board
of Directors of the Buyer in good faith.

                                   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


                                      -50-
<PAGE>

subject matter hereof,  including,  without  limitation,  that certain letter of
intent dated August 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,  any successor entity to the
Buyer.  Any attempted  assignment in  contravention  of this provision  shall be
void.

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

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

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

If to the Seller or a Shareholder:           Copy to:

CETCON Incorporated                          Cuni, Fergunson & LeVay
2800 E. Kemper Road                          10655 Springfield Pike
Cincinnati, Ohio 45241                       Cincinnati, Ohio 45215
                                             Attn: Tom Cuni

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


                                      -51-
<PAGE>

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

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

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

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

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

      10.12  Submission  to   Jurisdiction.   Each  Party  (a)  submits  to  the
jurisdiction  of any state or  federal  court  sitting  in the  Commonwealth  of
Kentucky  in any  action  or  proceeding  arising  out of or  relating  to  this
Agreement or the Ancillary  Agreements  (including  any action or proceeding for
the enforcement of any arbitral award made in connection with any arbitration of
a Dispute  hereunder),  (b) agrees  that all claims in respect of such action or
proceeding may be heard and  determined in any such court,  (c) waives any claim
of inconvenient  forum or other challenge to venue in such court, (d) agrees not
to bring any action or proceeding  arising out of or relating to this  Agreement
or the  Ancillary  Agreements in any other court and (e) waives any right it may


                                      -52-
<PAGE>

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,  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.


                                      -53-
<PAGE>

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

BUYER:                                    SELLER:

BEACON ENTERPRISE SOLUTIONS               CETCON INCORPORATED
GROUP, INC.

By:                                       By:
   -----------------------------------       -----------------------------------
     Name:                                     Name:
     Title:                                    Title:

                                          SHAREHOLDERS:

                                          /s/ Kenneth E. Kerr
                                          --------------------------------------
                                          Kenneth E. Kerr

                                          /s/ Homer A. Wicke
                                          --------------------------------------
                                          Homer A. Wicke


                                      -54-