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AGREEMENT
 For
 PURCHASE AND SALE
 of
 ASSETS
 Dated as of October __, 2006
 Between
 TRINSIC COMMUNICATIONS, INC.
 And
 COMMX HOLDINGS, INC.




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TABLE OF CONTENTS
 Page
 ARTICLE 1 PURCHASE AND SALE OF ASSETS
    
    
    11.1. Purchase and Sale of Transferred Assets
    
    
    11.2. Assumption of Obligations by Buyer
    
    
    11.3. Purchase Price
    
    
    21.4. Prorations
    
    
    31.5. Allocation of the Purchase Price for Tax Purposes
    
    
    41.6. Transfer Taxes
    
    
    4ARTICLE 2 ACCESS
    
    
    42.1. Access to Books and Records
    
    
    42.2. Access to Customer Data
    
    
    4ARTICLE 3 TRANSFERS
    
    
    53.1. Transfers
    
    
    53.2. Deliveries by Seller to Buyer
    
    
    53.3. Deliveries by Buyer to Seller
    
    
    53.4. Further Assurances
    
    
    6ARTICLE 4 CONDITIONS
    
    
    64.1. Conditions to Buyers Obligations
    
    
    64.2. Conditions to Sellers Obligations
    
    
    7ARTICLE 5 REPRESENTATIONS AND WARRANTIES
    
    
    85.1. Buyers Representations and Warranties
    
    
    85.2. Sellers Representations and Warranties
    
    
    9ARTICLE 6 COVENANTS
    
    
    106.1. Covenants of Seller
    
    
    106.2. Confidentiality and other Post Transfer Restrictions on Seller
    
    
    106.3. Confidentiality and other Post-Transfer Restrictions on Buyer
    
    
    106.4. Mutual Covenants
    
    
    11ARTICLE 7 TERMINATION
    
    
    127.1. Termination By Buyer
    
    
    12




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7.2. Termination By Seller
    
    
    127.3. Termination By Buyer or Seller
    
    
    127.4. Effect of Termination
    
    
    12ARTICLE 8 ADDITIONAL MATTERS
    
    
    138.1. Pre-Transfer
    
    
    138.2. Customer Records
    
    
    138.3. Carrier Access Billing
    
    
    138.4. New Customer Service Orders and Service Change Orders
    
    
    148.5. Access to Books and Records
    
    
    148.6. Bulk Sales Laws
    
    
    148.7 Post Transfer Support
    
    
    14ARTICLE 9 SURVIVAL AND INDEMNIFICATION
    
    
    159.1. Survival
    
    
    159.2. Indemnification and Payment of Damages by Seller
    
    
    159.3. Indemnification and Payment of Damages by Buyer
    
    
    159.4. Procedure for Indemnification  Third Party Claims
    
    
    159.5. Procedure for Indemnification  Other Claim
    
    
    169.6. Limitations on Sellers Indemnification of Purchaser
    
    
    169.7. Limitations on Buyers Indemnification of Seller
    
    
    16ARTICLE 10 WAIVER OF TRIAL BY JURY
    
    
    1710.1. Waiver of Trial by Jury
    
    
    1710.2. Dispute Resolution
    
    
    17ARTICLE 11 CERTAIN DEFINITIONS
    
    
    1711.1. Defined Terms
    
    
    1711.2. Interpretation
    
    
    22ARTICLE 12 GENERAL
    
    
    221212.1. Notices
    
    
    2212.2. Waivers
    
    
    2312.3. Payment of Expenses
    
    
    2312.4. Headings
    
    
    2312.5. Counterparts; Facsimile
    
    
    23
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12.6. Successors and Assigns
    
    
    2312.7. Assignment
    
    
    2412.8. Additional Instruments and Assistance
    
    
    2412.9. Governing Law
    
    
    2412.10. Severability
    
    
    2412.11. Amendments
    
    
    2412.12. No Construction Against the Drafting Party
    
    
    2412.13. Entire Agreement; No Third Party Beneficiaries
    
    
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AGREEMENT FOR PURCHASE AND SALE OF ASSETS
  RECITALS
     ARTICLE 1
PURCHASE AND SALE OF ASSETS
 Purchase and Sale of Transferred Assets
 Assumption of Obligations by Buyer




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Purchase Price
 Transferred Asset
    
    AmountTampa Customer Contracts
    
    $
    418,000New York Customer Contracts
    
    
    255,750Park Crest Customer Contracts
    
    
    27,500Equipment and other Assets
    
    
    444,079Total
    
    $
    1,145,329
 B A
  Purchase Price Adjustment
 Tampa
    
    152 CustomersNew York
    
    93 CustomersParkcrest
    
    55 Customers
  2




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Service Penalty
 April 1, 2007
    
    $
    10,000April 14, 2007
    
    $
    50,000April 28, 2007
    
    $
    100,000May 28, 2007
    
    $
    100,00028th of Any Subsequent Month
    
    $
    100,000
  Prorations
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Allocation of the Purchase Price for Tax Purposes
 Transfer Taxes
 ARTICLE 2
 ACCESS
 Access to Books and Records
 Access to Customer Data
 ARTICLE 3
 TRANSFERS
 Transfers
 4




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Deliveries by Seller to Buyer
 Certificate.
 List of Customer Contracts Exhibit C.
 Bill of Sale
 Assignments and Consents
 Deliveries by Buyer to Seller
 Further Assurances
 ARTICLE 4
 CONDITIONS
 Conditions to Buyers Obligations
 5




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4.1.1. Representations and Warranties
 4.1.2. Covenants and Agreements
 4.1.3. Governmental Approvals
 4.1.4. Legal Proceedings; No Injunction
 4.1.5. Certificates and Other Documents
 4.1.6. No Material Adverse Effect
 4.1.7 Other Agreements
 Conditions to Sellers Obligations
 4.2.1. Representations and Warranties
 4.2.2. Covenants
 4.2.3. Governmental Approvals
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4.2.4. Legal Proceedings; No Injunction
 4.2.5. Certificates and Other Documents
 ARTICLE 5
 REPRESENTATIONS AND WARRANTIES
 Buyers Representations and Warranties
 Organization
 Authority
 No Restrictions Against Transactions
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Brokers
 Litigation
 Sellers Representations and Warranties
 Organization
 Authorization, Execution and Delivery
 Transferred Assets
 Governmental Authorization
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Litigation
 Tax Matters
 No Material Violation
 Brokers
 Absence of Undisclosed Liabilities
 Customer Contracts
 ARTICLE 6
 COVENANTS
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Covenants of Seller
 Satisfaction of Conditions
 Maintenance and Conduct of Business
 Consent to Assignment
 Confidentiality and other Post-Transfer Restrictions on Seller
 Confidentiality
 Non-Competition
 Non-Solicitation
 Reasonableness
 Successors/Other Assets .
 Confidentiality and other Post-Transfer Restrictions on Buyer
 10




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Seller Consent
 Reverting of Customers Customer
 Mutual Covenants
 Public Announcements
 Cooperation
 PUC Filings
 11




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FCC Filings
 Buyer State Filings
 ARTICLE 7
 TERMINATION
 Termination By Buyer any of
 Termination By Seller
 Termination By Buyer or Seller April 30, 2007
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Effect of Termination
 ARTICLE 8
 ADDITIONAL MATTERS
 Pre-Transfer
 Collection of Receivables
 Notice to Customers
 Customer Records
 Carrier Access Billing
 13




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New Customer Service Orders and Service Change Orders (s) , and (ii)
 Access to Books and Records.
 final
 final
 Bulk Sales Laws
 Post-Transfer Support
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ARTICLE 9
 SURVIVAL AND INDEMNIFICATION
 Survival
 . Indemnification and Payment of Damages by Seller
 Indemnification and Payment of Damages by Buyer
 Procedure for Indemnification  Third Party Claims
  15




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Procedure for Indemnification  Other Claim
 Limitations on Sellers Indemnification of Purchaser
 Limitations on Buyers Indemnification of Seller
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,
 ARTICLE 10
 WAIVER OF TRIAL BY JURY AND RESOLUTION OF DISPUTES
 Waiver of Trial by Jury
 Dispute Resolution
 ARTICLE 11
 CERTAIN DEFINITIONS
 Defined Terms
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Affiliate Agreement
 Assumed Liabilities
     Business
 Buyer
 Buyers Knowledge
 Code
 Customer
 Customer Access Line
 Customer Contracts
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C.
 Encumbrances
 Excluded Assets
    s
      FCC
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FCC Approval
 Governmental Approval
 Governmental Authority
 Law Laws
 Material Adverse Effect
 Payment Date
 Permits
 Person
 PUC
 PUC Approval
 Proration Periods
 Purchase Price
 Required Consents 3.2.4.
 Retained Books and Records
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Retained Liabilities
 Seller
 Sellers Knowledge
 Transfer
 Transfer Date
 Transactions
 Transaction Documents
 Transaction Payment
 Transfer Taxes
 Transferred Assets
     (i)
    
    those which the applicable Governmental Authority will permit
to be transferred to Buyer without a written and executed Letter of Authority;
and
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(ii)
    
    those for which Seller has obtained prior to the applicable
Transfer Date a written and executed Letter of Authority.
    Transferred Books and Records
 Transition
 Transition Date
 Interpretation
 ARTICLE 12
 GENERAL
 Notices
  
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3550 Buschwood Park Drive Suite 320
Tampa, FL 33618  Oscar Williams  813-931-7369
 Waivers
 Payment of Expenses
 Headings
 Counterparts; Facsimile
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Successors and Assigns
 Assignment
 Additional Instruments and Assistance
 Governing Law
 Severability
 Amendments
 No Construction
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Entire Agreement; No Third Party Beneficiaries.
  BUYER:CommX Holdings, Inc.By:Name:Its:SELLER:TRINSIC COMMUNICATIONS, INC.By:Name:Its:
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