Exhibit
      10.1

     

     

    PURCHASE
      AGREEMENT

    


    This
      PURCHASE
      AGREEMENT
      made as
      of this ____ day June, 2007, by and between MOBILEPRO
      CORP.,
      a
      Delaware corporation having a place of business and mailing address of 6701
      Democracy Boulevard, Suite 202, Bethesda, Maryland 20817 (the “Seller”) and
UNITED
      SYSTEMS ACCESS, INC.,
      a
      Delaware corporation d/b/a U.S.A. Telephone having a place of business and
      mailing address of 5 Bragdon Lane, Kennebunk, Maine 04043 (the
“Buyer”).

     

    WITNESSETH
      THAT :

    


    WHEREAS,
      the
      Seller owns all of the issued and outstanding capital stock of each of DFW
      Internet Services, Inc., a Texas corporation (“DFW”), Close Call America, a
      Delaware corporation (“CCA”), InReach Internet, Inc., a Delaware corporation
      (“IRI”), and American Fiber Networks, a Delaware corporation (“AFN”) and DFW
      owns all of the issued and outstanding capital stock of each of August.net
      Services, Inc., a Delaware corporation (“ANI”), Clover Computer Corporation, a
      Delaware corporation (“CCC”), Internet Express, Inc., a Texas corporation
      (“IEI”), ShreveNet, Inc., a Delaware corporation (“SNI”), Ticon.net, Inc., a
      Delaware corporation (“TNI”), World Trade Network, Inc., a Delaware corporation
      (“WTN”), and The River Internet Access Co., a Delaware corporation (“RIA”) and
      SNI owns all of the issued and outstanding capital stock of Shrevetel, Inc.,
      a
      Louisiana corporation (“STI”) and RIA owns all of the issued outstanding capital
      stock of Sense Networking, Inc. (“SNW”) (collectively, DFW, CCA, IRI, AFN, ANI,
      CCC, IEI, SNI, STI, TNI, WTN, RIA and SNW are referred to as the “Target
      Corporations” and each as a “Target Corporation”); and

     

    WHEREAS,
      the
      Seller wishes to sell, and the Buyer wishes to purchase, all of the outstanding
      stock of the Target Corporations, all upon the terms and conditions hereinafter
      set forth.

     

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

     

    
      	
              ARTICLE
                1.

            	
              DEFINITIONS

            


    

     

    1.1. “Agreement”
means
      this Purchase Agreement as from time to time amended by the parties, including
      all Exhibits and Schedules hereto.

     

    1.2. “Amended
      Certificate”
means
      the Third Amended and Restated Certificate of Incorporation of the Buyer to
      be
      executed and filed by Buyer immediately prior to the Closing. 

     

    1.3. “Business”
shall
      mean, collectively, the ISP Business, the LD Business, the Wireless Business
      and
      the Local Exchange Business.

     

    1.4. “Buyer
      Shares”
shall
      have the meaning set forth in Section 2.3.

     

    1.5. “Cash”
means
      cash and cash equivalents (including marketable securities and short term
      investments) calculated in accordance with GAAP applied on a basis consistent
      with the preparation of the financial statements referred to in Section
      3.10.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    1.6. “Change
      of Ownership”
of
      Buyer shall be deemed to have occurred when (i) any Person shall acquire
      (whether by merger, consolidation, sale, assignment, transfer or otherwise,
      in
      one transaction or series of related transactions), or otherwise beneficially
      own or control 50% or more of the outstanding voting power of Buyer or any
      Person that, directly or indirectly, through the ownership of one or more
      majority-owned successive subsidiary entities, owns more than 50% of the
      outstanding voting power of or controls Buyer (a “Control Entity”) or (ii) any
      Person shall acquire the power to direct or cause the direction of the
      management and policies of Buyer or a Control Entity thereof.

     

    1.7. “Closing”
shall
      mean either the ISP Closing or the Second Closing.

     

    1.8. “Closing
      Date”
shall
      mean either the ISP Closing Date or the Second Closing Date. 

     

    1.9. “Collateral
      Release Agreement” means the Release of Security Interest Agreement by and
      between Cornell, Buyer and Seller substantially in the form of Exhibit C hereto.
      

     

    1.10. “Contract”
means
      any agreement, contract, obligation, promise or understanding (whether oral
      or
      written and whether express or implied) that is legally binding.

     

    1.11. “Control”
means
      the power to direct or cause the direction of the management and policies of
      a
      Person, by voting securities, by contract or otherwise.

     

    1.12. “Control
      Entity”
shall
      have the meaning set forth in Section 1.6.

     

    1.13. “Conversion
      Right”
means
      the right of the holder of the Buyer Shares to convert one hundred percent
      (100%) of the Buyer Shares (and not less than one hundred percent (100%) of
      the
      Buyer Shares) into the requisite number of shares of common stock of the Buyer
      such that Seller shall own seven and one-half percent (7.5%) of the fully
      diluted shares of common stock of Buyer assuming conversion into common stock
      all outstanding convertible debt and equity securities, including warrants,
      options, convertible notes, etc., and provided further that the number of shares
      of common stock issued upon exercise of the Conversion Right shall be grossed
      up
      to account for all issues of common stock and all rights convertible into common
      stock issued or granted after the date of Closing and prior to the date of
      exercise of the Conversion Right, but there shall be no gross up on account
      of
      common stock or rights convertible into common stock issued by the Buyer after
      the date of Closing in connection with any merger or acquisition with a value
      equal to or greater than Fifty Million and 00/100 Dollars
      ($50,000,000).

     

    1.14. “Cornell”
means
      Cornell Capital LLP.

     

    1.15. “Delayed
      Call”
shall
      have the meaning set forth in Section 2.3.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    1.16. “Early
      Call”
shall
      have the meaning set forth in Section 2.3.

     

    1.17. “Employee
      Plan”
shall
      have the meaning set forth in Section 3.26.

     

    1.18. “Employee”
shall
      have the meaning set forth in Section 3.24.

     

    1.19. “Employment
      Agreements”
means
      the Employment Agreements by and between the various Target Corporations and
      key
      employees as set forth on Schedule
      1.18
      (the
“Employment Agreements”).

     

    1.20. “Environmental
      Laws”
means
      the Comprehensive Environmental Response, Compensation and Liability Act of
      1980, the Resource Conservation and Recovery Act of 1976, the Clean Air Act,
      the
      Federal Water Pollution Control Act, the Safe Drinking Water Act, the Toxic
      Substance Control Act, the Emergency Planning and Community Right-to-Know Act
      of
      1986, and the Hazardous Material Transportation Agreement, each as amended,
      together with all other laws (including rules, regulations, codes, plans,
      injunctions, judgments, orders, decrees, rulings, and charges thereunder) of
      federal, state, local, and foreign governments (and all agencies thereof)
      concerning pollution or protection of the environment or public health and
      safety, including laws relating to emissions, discharges, releases, or
      threatened releases of pollutants, contaminants, or chemical, industrial,
      hazardous, or toxic materials (including petroleum products and asbestos) or
      wastes into ambient air, surface water, ground water, or lands or otherwise
      relating to the manufacture, processing, distribution, use, treatment, storage,
      disposal, transport, or handling or pollutants, contaminants, or chemical,
      industrial, hazardous, or toxic materials or wastes (“Hazardous
      Substances”).

     

    1.21. “ERISA”
means
      the Employee Retirement Income Security Act of 1974, as amended.

     

    1.22. “GAAP”
means
      generally accepted accounting principles, applied on a consistent basis with
      the
      basis on which the financial statements referred to in Section 3.10 were
      prepared.

     

    1.23. “Governmental
      Authority”
shall
      mean any instrumentality, subdivision, court, administrative agency, commission,
      official or other authority of any country, state, province, prefect,
      municipality, locality or other government or political subdivision thereof,
      or
      any quasi-governmental or private body exercising any regulatory, taxing,
      importing or other governmental or quasi-governmental authority. For the
      avoidance of doubt, Governmental Authority shall include the Universal Service
      Administrative Company.

     

    1.24. “Hazardous
      Substances”
shall
      have the meaning set forth in Section 1.19.

     

    1.25. “Health
      and Safety Laws”
means
      the Occupational Safety and Health Act of 1970, as amended, together with all
      other laws (including rules, regulations, codes, plans, injunctions, judgments,
      orders, decrees, rulings, and charges thereunder) of federal, state, local,
      and
      foreign governments (and all agencies thereof) concerning employee health and
      safety, including laws relating to the handling or exposure of employees to
      Hazardous Substances.

     

    1.26. “Indemnified
      Party”
shall
      have the meaning set forth in Section 10.3.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    1.27. “Indemnifying
      Party”
shall
      have the meaning set forth in Section 10.3.

     

    1.28. “Intellectual
      Property”
means
      (a) all trade secrets and confidential business information (including customer
      and supplier compositions, manufacturing and production processes and
      techniques, technical data, designs, drawings, specifications, pricing and
      cost
      information, and business and marketing plans and proposals), (b) all
      trademarks, service marks, trade dress, logos, trade names, and corporate names,
      together with all translations, adaptations, derivations, and combinations
      thereof and including all goodwill associated therewith, and all applications,
      registrations, and renewals in connection therewith, (c) all inventions (whether
      patentable or unpatentable and whether or not reduced to practice), all
      improvements thereto, and all patents, patent applications, and patent
      disclosures, together with all reissuances, continuations,
      continuations-in-part, revisions, extensions, and reexamination thereof, (d)
      all
      copyrightable works, all copyrights, and all applications, registrations, and
      renewals in connection therewith, (e) all computer software (including data
      and
      related documentation), (f) all other proprietary rights, (g) any internet
      domain names, and any associated intellectual property right and (h) all copies
      and tangible embodiments thereof (in whatever form or medium).

     

    1.29. “Irrevocable
      Proxy”
means
      the irrevocable proxy of Seller granting Buyer the right to vote the Shares
      in
      the form attached as Exhibit
      A.

     

    1.30. “IRC”
means
      the Internal Revenue Code of 1986, as amended, or any successor law, and
      regulations issued by the IRS pursuant to the Internal Revenue Code of 1986
      or
      any successor law. 

     

    1.31. “ISP
      Business”
means
      the provision of internet connectivity services by DFW and ISI on a retail,
      wholesale, consumer or commercial basis.

     

    1.32. “ISP
      Closing”
shall
      mean the consummation of the purchase and sale of the ISP Shares.

     

    1.33. “ISP
      Closing Date”
shall
      have the meaning set forth in Section 2.6.

     

    1.34. “ISP
      Note” shall mean that certain Promissory Note made by Buyer and payable to
      Seller or order in the original principal amount of Two Million Dollars
      ($2,000,000) which Note shall mature and all amounts outstanding thereunder
      shall be due and owing in full on the date that is the earlier of (i) the Second
      Closing or (ii) January 1, 2008. The ISP Note shall not bear interest except
      in
      the event that it is not paid in full at maturity whereupon the outstanding
      principal balance of the ISP Note shall bear interest at eight percent per
      annum.

     

    1.35. “ISP
      Shares”
shall
      have the meaning assigned to it in Section 2.1.

     

    1.36. “Knowledge”
means
      the actual knowledge of a Person by such Person. “Knowledge” of Seller shall
      mean the Knowledge of any of Jay O. Wright, Hank Deily, Tammy L. Martin, Doug
      Bethel, Lisa Bickford or Greg Van Allen. “Knowledge” of Buyer shall mean the
      Knowledge of L. William Fogg.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    1.37. “Legal
      Requirement”
or
      “Laws”
means
      any federal, state, local, municipal or other administrative order, law,
      ordinance, principle of common law, regulation, charter or treaty. 

     

    1.38. “Local
      Exchange Business”
means
      the provision of local telephone services by any Target Corporation on a retail
      or wholesale basis to consumer or business customers.

     

    1.39. “LD
      Business”
means
      the provision of long distance telephone services by any Target Corporation
      on a
      retail or wholesale basis to consumer or business customers.

     

    1.40. “Licenses”
shall
      have the meaning as set forth in Section 3.27.

     

    1.41. “Management
      Agreement”
means
      the Management Agreement by and between the Seller and the Buyer dated as of
      the
      date hereof substantially in the form of Exhibit D hereto. 

     

    1.42. “Material
      Adverse Effect”
means,
      with respect to any Person a materially adverse effect on (a) the business,
      assets, operations, condition (financial or otherwise) or contingent liabilities
      of a Person, (b) the ability of any Person to perform any of its
      obligations under this Agreement or any of the Related Agreements, or
      (c) the rights of or benefits available to the other party to any of such
      agreements, taken as a whole, in any event other than any adverse effect, event
      or occurrence, (i) resulting from the entry into this Agreement or any of the
      Related Agreements or the public announcement thereof, (ii) attributable to
      changes in general economic conditions, or financial markets or conditions
      affecting the industry in which any Target Corporation or Buyer operates
      (provided such change does not affect such entity in a disproportionate manner),
      (iii) arising from or relating to any change in accounting requirements or
      principles or any change in applicable laws, rules or regulations or the
      interpretation thereof (provided such change does not affect such entity in
      a
      disproportionate manner), or (iv) arising from or relating to actions required
      to be taken under applicable law, rules, regulations, contracts or agreements
      or
      (v) resulting from a non-cash write down in the value of assets required by
      Standard 131 of the Financial Accounting Standards Board.

     

    1.43. “Noncompetition
      Agreements”
means
      the Non-Competition Agreements by and between the Buyer and Seller substantially
      in the form of Exhibit E hereto.

     

    1.44. “Person”
means
      an individual, a partnership, a corporation, an association, a joint stock
      company, a limited liability company or partnership, a trust, a joint venture,
      an unincorporated organization, or a governmental entity (or any department,
      agency, or political subdivision thereof).

     

    1.45. “Put
      Right”
shall
      have the meaning set forth in Section 2.3.

     

    1.46. “Qualified
      Public Offering”
means
      a
      fully underwritten, firm commitment public offering pursuant to an effective
      registration under the Securities Act covering the offer and sale by the Buyer
      of its common stock in which the aggregate gross proceeds to the Buyer equals
      or
      exceeds Fifty Million and 00/100 Dollars ($50,000,000).

     

    1.47. “Related
      Agreements”
means
      the Management Agreement, the Amended Certificate, the Employment Agreements,
      the Non-Competition Agreements, the Registration Rights Agreement, Collateral
      Release Agreement and the Irrevocable Proxy.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    1.48. “Remaining
      Shares”
shall
      have the meaning assigned to it in Section 2.2.

     

    1.49. “Second
      Closing”
shall
      mean the consummation of the purchase and sale of the Remaining
      Shares.

     

    1.50. “Second
      Closing Date”
shall
      have the meaning assigned to it in Section 2.6.

     

    1.51. “Securities
      Act”
means
      the Securities Act of 1933, as amended, or any successor federal statute, and
      the rules and regulations of the Commission thereunder, all as the same shall
      be
      in effect at the time.

     

    1.52. “Seller
      Controlled Group”
shall
      have the meaning as set forth in Section 3.26.

     

    1.53. “Seller
      Director”
shall
      have the meaning set forth in Section 2.3.

     

    1.54. “Shares”
shall
      mean the ISP Shares and the Remaining Shares. 

     

    1.55. “Tax”
or
      “Taxes” means any federal, state, local, or foreign income, gross receipts,
      license, payroll, employment, excise, severance, stamp, occupation, premium,
      windfall profits, environmental, customs duties, capital stock, franchise,
      profits, withholding, social security (or similar), unemployment, disability,
      real property, personal property, sales, use transfer, registration, value
      added, alternative or add-on minimum, estimated, or other tax of any kind
      whatsoever, including any interest, penalty, or addition thereto, whether
      disputed or not.

     

    1.56. “Tax
      Return”
means
      any return, declaration, report, claim for refund, or information return or
      statement relating to Taxes, including any schedule or attachment thereto,
      and
      including any amendment thereof.

     

    1.57. “Third
      Party Claim”
shall
      have the meaning assigned to it in Section 10.3.

     

    1.58. “Wireless
      Business”
means
      the provision of wireless communication services by any Target Corporation
      on a
      retail or wholesale basis to consumer or business customers.

     

    1.59. General.

     

    (a) The
      singular form of any word used herein, including the terms defined in Article
      1
      hereof, shall include the plural, and vice versa. The use herein of a word
      of
      any gender shall include both genders.

     

    (b) Unless
      otherwise specified, references to Articles, Sections and other subdivisions
      of
      this Agreement are to the designated Articles, Sections and other subdivisions
      of this Agreement as originally executed. The words “hereof,” “herein,”
“hereunder” and words of similar import refer to this Agreement as a
      whole.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    (c) The
      headings or titles of the several Articles and Sections shall be solely for
      convenience of reference and shall not affect the meaning, construction or
      effect of the provisions hereof.

     

    (d) All
      accounting terms not specifically defined shall be construed in accordance
      with
      the United States GAAP.

     

    (e) The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent and no rule of strict construction will
      be applied against either party. Without limiting the generality of the
      foregoing, the language in all parts of this Agreement shall in all cases be
      construed as a whole according to its fair meaning, strictly neither for nor
      against any party hereto, and without implying a presumption that the terms
      thereof shall be more strictly construed against one party by reason of the
      rule
      of construction that a document is to be construed more strictly against the
      Person who drafted the same. It is hereby agreed that representatives of both
      parties have participated in the preparation hereof.

     

    
      	
              ARTICLE
                2.

            	
              PURCHASE
                AND SALE OF SHARES

            


    

     

    2.1. Purchase
      and Sale of ISP Shares.
      Upon
      the terms and provisions of this Agreement, the Buyer agrees to purchase and
      accept delivery from the Seller of, and Seller agrees to sell, assign, transfer
      and deliver to Buyer, at the ISP Closing, all of the issued and outstanding
      shares of capital stock of DFW and IRI as set forth on Schedule
      3.2
      hereto,
      representing all of the issued and outstanding shares of capital stock of each
      of DFW and IRI (collectively, the “ISP Shares”), free and clear of all liens,
      claims, charges, restrictions, equities or encumbrances of any kind.


     

    2.2. Purchase
      and Sale of Shares in Remaining Target Corporations.
      Upon
      the terms and provisions of this Agreement, the Buyer agrees to purchase and
      accept delivery from the Seller of, and Seller agrees to sell, assign, transfer
      and deliver to Buyer, at the Second Closing, the number of shares of common
      stock of each of AFN and CCA, as set forth on Schedule
      3.2
      hereto,
      representing all of the issued and outstanding shares of capital stock of AFN
      and CCA (the “Remaining Shares”), free and clear of all liens, claims, charges,
      restrictions, equities or encumbrances of any kind.

     

    2.3. Purchase
      Price and Deliveries: ISP Closing. 

     

    
      	 	
              a.

            	
              The
                Buyer shall deliver the following to the Seller at the ISP
                Closing:

            


    

     

    (i) The
      payment of Four Million Five Hundred Thousand and 00/100 Dollars ($4,500,000)
      consisting of Two Million Five Hundred Thousand Dollars ($2,500,000) in cash,
      or
      by wire transfer to an account specified by Seller and the delivery of the
      ISP
      Note; and

     

    (ii) Eight
      thousand one hundred (8,100) shares of series AA convertible preferred stock
      of
      the Buyer, which shares shall be convertible into seven and one-half percent
      (7.5%) of the fully diluted shares of common stock of Buyer (the “Buyer Shares”)
      to Seller. Prior to the Closing, the Buyer shall execute the Amended Certificate
      to authorize the issuance of the Buyer Shares. The Buyer Shares shall be subject
      to the following terms:

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    
      	 	
              (A)

            	
              at
                any time after the Closing, the Seller shall have the right to exercise
                the Conversion Right; 

            


    

     

    
      	 	
              (B)

            	
              in
                the event the Seller exercises the Conversion Right, the shares of
                common
                stock of Buyer owned by Seller shall be subject to (A) “drag along” and
                “tag along” rights, preemptive rights and registration rights defined in a
                Registration Rights Agreement in the form attached as Exhibit
                B
                (the “Registration Rights
                Agreement”);

            


    

     

    
      	 	
              (C)

            	
              so
                long as Seller has not exercised the Conversion Right, the Buyer
                shall
                have the option to redeem one hundred percent (100%) of the Buyer
                Shares
                (and not less than one hundred percent (100%) of the Buyer Shares)
                at any
                time beginning on the ISP Closing up to and including the third
                anniversary of the Second Closing in consideration of Twelve Million
                Nine
                Hundred Sixty Thousand and 00/100 Dollars ($12,960,000) in immediately
                available funds (the “Early Call”);

            


    

     

    
      	 	
              (D)

            	
              so
                long as Seller has not exercised the Conversion Right, the Buyer
                shall
                have the option, upon 15 days prior written notice, to redeem one
                hundred
                percent (100%) of the Buyer Shares (and not less than one hundred
                percent
                (100%) of the Buyer Shares) at any time after the third anniversary
                of the
                Second Closing in consideration of Eight Million One Hundred Thousand
                and
                00/100 Dollars ($8,100,000) in immediately available funds (the “Delayed
                Call”);

            


    

     

    
      	 	
              (E)

            	
              in
                lieu of the Conversion Right, the Seller will have the right to cause
                the
                Buyer to redeem one hundred percent (100%) of the Buyer Shares (and
                not
                less than one hundred percent (100%) of the Buyer Shares) at any
                time
                after the third anniversary of the Second Closing in consideration
                Eight
                Million One Hundred Thousand and 00/100 Dollars ($8,100,000) in
                immediately available funds (the “Put
                Right”);

            


    

     

    
      	 	
              (F)

            	
              in
                the event of either Change of Ownership or a Qualified Public Offering
                at
                any time after the ISP Closing, the Seller shall, in Seller’s discretion,
                either (A) exercise the Put Right, or (B) exercise the Conversion
                Right;
                in the event Seller exercises the Conversion Right it shall be permitted
                to participate in the Change of Ownership transaction or the Qualified
                Public offering on a pro rata basis with the other holders of Buyer’s
                common stock;

            


    

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    
      	 	
              (G)

            	
              the
                Conversion Right shall terminate immediately upon the exercise of
                any of
                the Early Call, the Delayed Call or the Put
                Right;

            


    

     

    
      	 	
              (H)

            	
              the
                Early Call, the Delayed Call and the Put Right shall terminate immediately
                upon the exercise of the Conversion
                Right;

            


    

     

    
      	 	
              (I)

            	
              the
                Buyer Shares shall be non-voting shares, but at any time following
                the
                Second Closing that the Seller owns any of the Buyer Shares, Seller
                shall
                be entitled to appoint one (1) out of the five (5) members of the
                Buyer’s
                board of directors (the “Seller Director”), provided, however, that the
                appointment of the Seller Director is subject to the review and reasonable
                approval of Buyer; and

            


    

     

    
      	 	
              (J)

            	
              the
                Buyer Shares are subject to forfeiture by Seller in accordance with
                the
                terms of Section 9.3 and 10.4 and in the event of and during the
                resolution of any pending claim for indemnification by Buyer pursuant
                to
                Article 10, the Conversion Right, the Early Call, the Delayed Call
                and the
                Put Right shall be suspended until such claim is resolved and any
                forfeiture of Buyer Shares is
                applied.

            


    

     

    (iii) An
      opinion of Buyer’s counsel, Drummond Woodsum & MacMahon, in form and
      substance customary for transactions of this type;

     

    (iv) Each
      of
      the Non-Competition Agreements, duly executed by Buyer;

     

    (v) The
      Registration Rights Agreement, duly executed by Buyer;

     

    (vi) The
      Management Agreement, duly executed by Buyer;

     

    (vii) Certified
      copies of resolutions adopted by its Board of Directors authorizing the
      execution, delivery and performance of this Agreement and the Related Agreements
      as contemplated by this Agreement; and

     

    (viii) A
      certified copy of the Amended Certificate.

     

    b. At
      the
      ISP Closing, the Seller will execute and deliver to Buyer or will cause to
      be
      executed and delivered to Buyer the following:

     

    (i) Stock
      certificates representing all of the ISP Shares which, at the election of Buyer,
      shall be duly endorsed to Buyer or accompanied by duly executed stock powers
      in
      blank;

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    (ii) An
      opinion of Seller’s counsel, Seyfarth Shaw LLP, in form and substance customary
      for transactions of this type;

     

    (iii)
       Evidence
      satisfactory to Buyer that Seller and any Person controlled by Seller shall
      have
      released any and all claims against DFW, IRI or any of their direct or indirect
      subsidiaries;

     

    (iv)
       Letters
      of resignation, effective upon the ISP Closing, duly executed by each director
      of DFW, IRI and each of their direct and indirect subsidiaries;

     

    (v) The
      Collateral Release Agreement duly executed by Seller and Cornell and Seller
      will
      obtain evidence satisfactory to Buyer that Cornell has or will promptly release
      its lien upon the ISP Shares, upon the assets of DFW and IRI and each of their
      direct and indirect subsidiaries and has or will release DFW, IRI and each
      of
      their direct and indirect subsidiaries of any primary or secondary liability
      or
      obligation.

     

    (vi) Each
      of
      the Employment Agreements, duly executed by the respective employees and
      employers in form and content satisfactory to Buyer;

     

    (vii) Each
      of
      the Non-Competition Agreements, duly executed by Seller and the respective
      Persons set forth on Schedule
      1.41;

     

    (viii) The
      Registration Rights Agreement, duly executed by Seller;

     

    (ix) The
      Management Agreement, duly executed by Seller;

     

    (x) The
      Irrevocable Proxy, duly executed by Seller;

     

    (xi) Certified
      copies of resolutions adopted by the Board of Directors of Seller authorizing
      the execution, delivery and performance of this Agreement as contemplated
      hereunder.

     

    2.4.  Purchase
      Price and Deliveries: Second Closing. 

     

    a. At
      the
      Second Closing, the Buyer shall deliver to Seller payment in cash, or by wire
      transfer to an account specified by Seller, of Seventeen Million Four Hundred
      Thousand and 00/100 Dollars ($17,400,000) plus the difference between the amount
      of interest that has accrued on said amount at the rate of 7.75% per annum
      from
      the date of the ISP Closing until the date of the Second Closing and the amount
      of interest paid to Cornell by the Target Companies on or after the date of
      the
      ISP Closing. . 

     

    b. 
      At the
      Second Closing, the Seller shall deliver or cause to be delivered to
      Buyer:

     

    (i) Stock
      certificates representing all of the Remaining Shares which, at the election
      of
      Buyer, shall be duly endorsed to Buyer or accompanied by duly executed stock
      powers in blank;

     

    
      
         

      

      
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    (ii) An
      opinion of Seller’s counsel, Seyfarth Shaw LLP, in form and substance customary
      for transactions of this type;

     

    (iii)
      Evidence satisfactory to Buyer that Seller and any Person controlled by Seller
      shall have released any and all claims against AFN and CCA or any one of
      them;

     

    (iv)
      Letters of resignation, effective upon the Second Closing, duly executed by
      each
      director of each of AFN and CCA; 

     

    (v) Certified
      copies of resolutions adopted by the Board of Directors of Seller authorizing
      the execution, delivery and performance of the those matters required to be
      undertaken by Seller at the Second Closing; and

     

    (vi) 
      Evidence
      satisfactory to Buyer that Cornell has or will promptly release its lien upon
      the Remaining Shares and upon the assets of AFN and CCA and has or will promptly
      release AFN and CCA of any primary or secondary liability or
      obligation.

     

    2.5. Instruments
      of Transfer.
      Seller
      agrees that the sale, assignment, transfer and delivery of the ISP Shares and
      the Remaining Shares shall be effected by such additional endorsements,
      assignments and other instruments of transfer as shall be appropriate to carry
      out the intent of this Agreement and as shall be reasonably satisfactory to
      Buyer and its counsel to vest in Buyer the right, title and interest of Seller
      in and to the ISP Shares and the Remaining Shares.

     

    2.6. Closing
      Date and Place.
      Subject
      to the terms and conditions of this Agreement, including satisfaction of all
      conditions to closing relating to the purchase of the ISP Shares, the ISP
      Closing shall take place on July 6, 2007 or on such other date as may be agreed
      upon by the parties (the “ISP Closing Date”). Subject to the terms and
      conditions of this Agreement, the Second Closing shall take place on the date
      that is five business days following the satisfaction of all conditions
      precedent to the Second Closing (the “Second Closing Date”). For further clarity
      and avoidance of doubt, the parties expect that each of the Closings shall
      occur
      on different dates depending upon the date on which the conditions to each
      respective Closing are satisfied. All Closings shall take place at the offices
      of Drummond Woodsum & MacMahon, 245 Commercial Street, Portland, Maine
      04101, at 10:00 a.m. or at such time and place as the parties may agree. A
      Closing Date may be postponed to a later time and date by mutual agreement
      of
      the parties. If a Closing is postponed, all references to the Closing Date
      in
      this Agreement shall refer to the postponed date. 

     

    2.7. WTN. At
      any
      time after the ISP Closing and at or before the Second Closing, upon the written
      request of Buyer, Seller shall convey to Buyer or its nominee all outstanding
      shares of capital stock in WTN, free and clear of liens, claims and encumbrances
      for no additional consideration. There shall be no adjustment in the amount
      payable by Buyer at the ISP Closing or the Second Closing in the event that
      Buyer does not elect to take delivery of the stock in WTN.

     

    
      
         

      

      
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              ARTICLE
                3.

            	
              REPRESENTATIONS
                AND WARRANTIES BY SELLER

            


    

     

    The
      Seller, individually and on behalf of each of the Target Corporations hereby
      represents and warrants to Buyer as follows:

     

    3.1. Due
      Organization and Existence.
      Each
      Target Corporation is a corporation duly organized, validly existing and in
      good
      standing under the laws of each Target Corporation’s jurisdiction of
      incorporation, and each has full
      corporate power and authority to own or use the properties and assets that
      it
      purports to own or use. Each Target Corporation is duly qualified to do business
      as a foreign corporation and is in good standing under the laws of each state
      or
      other jurisdiction in which either the ownership or use of the properties owned
      or used by it, or the nature of the activities conducted by it, requires such
      qualification, except where the failure to be so qualified would not have a
      material adverse effect on such Target Corporation or its business or
      assets. Schedule
      3.1
      sets
      forth a true and complete list of each of the jurisdictions where any of the
      Target Corporations is qualified as a foreign corporation and a complete list
      of
      the names, addresses and titles of the directors and officers of each Target
      Corporation.

     

    3.2. Capitalization.
      The
      authorized capital stock of each of the Target Corporations and the number
      of
      shares of stock of each of the Target Corporations outstanding is set forth
      on
Schedule
      3.2.
      All of
      the issued shares of each Target Corporation have been duly authorized and
      validly issued and are fully paid and non-assessable and none of them was issued
      in violation of any preemptive or other right or law. Except as set forth on
      Schedule
      3.2,
      no
      other class of capital stock of the Company is authorized or outstanding.


     

    3.3. Options,
      Warrants, Calls, etc.
      Except
      as disclosed on Schedule
      3.3,
      none of
      the Target Corporations has any outstanding or authorized options, warrants,
      calls, rights, commitments or any other agreements of any character or nature
      obligating it to issue any shares of capital stock of any Target Corporation,
      or
      to make any payments in respect of the capital stock of any of the Target
      Corporations or any phantom or other interests therein, or any securities
      convertible into or evidencing the right to purchase any shares of any Target
      Corporation or any agreements or understandings whatsoever with respect to
      the
      voting, sale, purchase or transfer of any shares of any of the Target
      Corporations.

     

    3.4. Seller’s
      Title to Shares; Assets.
      Except
      as disclosed on Schedule
      3.4,
      Seller
      owns all of the outstanding shares of stock of each of the Target Corporations
      beneficially and of record, free and clear of any lien or other encumbrance,
      and
      Seller has the full power and authority to convey all of the respective Shares
      free and clear of any lien or other encumbrance of any sort. Upon payment of
      the
      cash portion of the purchase price for the ISP Shares as provided herein, the
      Buyer will acquire good and valid title thereto, free and clear of any lien
      or
      other encumbrance of any sort. Upon payment of the purchase price for the
      Remaining Shares as provided herein, the Buyer will acquire good and valid
      title
      thereto, free and clear of any lien or other encumbrance of any
      sort

     

    3.5. Subsidiaries.
      Except
      as disclosed and described on Schedule
      3.5,
      none of
      the Target Corporations has any subsidiaries or owns any capital stock of,
      or
      other equity interest in, any business or entity.

     

    
      
         

      

      
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    3.6. Organizational
      Documents.
      Attached hereto as Schedule
      3.6
      are true
      and complete copies of the organizational documents of each of the Target
      Corporations, including the certificates of incorporation and bylaws of each
      of
      the Target Corporations as in effect on the date hereof. The minute books of
      each of the Target Corporations contain true and complete records of all
      meetings and consents in lieu of meetings of the board of directors (and any
      committees thereof) and the stockholders since the relevant dates of
      incorporation, and accurately reflects all transactions referred to in such
      minutes and consents in lieu of meetings. The stock transfer and record books
      of
      each of the Target Corporations are true and complete in all
      respects.

     

    3.7. Authority
      to Execute and Perform Agreements.
      Seller
      and each Target Corporation have the full legal right and power and all
      authority and approvals required to enter into, execute and deliver this
      Agreement and to perform its obligations hereunder. This Agreement has been
      duly
      executed and delivered and is a valid and binding obligation of Seller,
      enforceable in accordance with its terms, subject only to qualifications
      relating to the enforcement of rights and remedies created under bankruptcy,
      insolvency, reorganization, moratorium or other laws of general application
      affecting the rights and remedies of creditors and general principles of equity
      (regardless of whether such enforcement is considered in a proceeding in equity
      or at law).

     

    3.8. No
      Violation.
      Except
      as disclosed on Schedule
      3.8,
      the
      execution, delivery and performance of this Agreement by the Seller and the
      consummation of the transactions contemplated hereby will not violate the
      organizational documents or bylaws of Seller or any Target Corporation, and
      will
      not conflict with, or result in the breach or termination of any provision
      of,
      or constitute a default under, any Contract, other instrument or agreement,
      order, judgment, decree, law, statute, ordinance or regulation or any other
      restriction of any kind or character to which any Target Corporation or Seller
      is a party or by which Seller, any Target Corporation, the Shares or any assets
      of any Target Corporation may be bound. Except for approvals described on
Schedule
      3.8,
      neither
      the Seller nor any Target Corporation are subject to any charter, bylaw,
      indenture, mortgage, deed of trust, lease, contract or other instrument or
      agreement, order, judgment, decree, law, statute, ordinance or regulation or
      any
      other restriction of any kind or character, that would prevent Seller from
      entering into this Agreement or Seller or any Target Corporation from
      consummating the transactions contemplated hereby in accordance with the terms
      hereof.

     

    3.9. No
      Consents.
      Except
      as set forth in Schedule
      3.9 attached
      hereto, no consent, authorization, order or approval of, or filing or
      registration with, any governmental commission, board or other regulatory body
      or third party is required for or in connection with the execution and delivery
      of this Agreement by Seller and the consummation by Seller and any Target
      Corporation of the transactions contemplated on their part hereby.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    3.10. Financial
      Information.
      Attached hereto as Schedule
      3.10
      are the
      financial statements of Seller and each Target Corporation, including (i) the
      audited consolidated and unaudited consolidating balance sheets of the Seller
      and its subsidiaries as at March 31, 2006 and related consolidated or
      consolidating statements of income, changes in stockholders equity and cash
      flows for the fiscal year ended on that date together with supporting schedules
      and reports thereon; (ii) the unaudited consolidated and consolidating balance
      sheets as at March 31, 2007 and related consolidated or consolidating statements
      of income for the fiscal year ended on that date, certified by the chief
      accounting officer of Seller; and (iii) the unaudited, unconsolidated balance
      sheets of each Target Corporation as at December 31, 2006 and March 31, 2007
      and
      related statements of income for each Target Corporation for the periods ended
      on those dates, certified by the chief accounting officer of Seller. All such
      financial statements are complete and correct and present fairly and accurately
      the separate and consolidated financial positions of Seller and each Target
      Corporation as of the dates and for the periods specified therein and the
      separate and consolidated results of the operations and changes in financial
      position of Seller and each Target Corporation as of the dates and for the
      periods specified therein, all in conformity with GAAP applied on a basis
      consistent with that of the preceding periods.

     

    3.11. No
      Undisclosed Liabilities.
      Since
      December 31, 2006, except for the transactions contemplated by this Agreement
      or
      as set forth on Schedule
      3.11,
      neither
      Seller nor any Target Corporation has incurred any material liability or
      obligation (absolute, accrued, contingent or otherwise) of any nature, other
      than liabilities and obligations incurred in the ordinary course of business,
      that would properly be reflected or reserved against in a balance sheet prepared
      in conformity with GAAP applied on a basis consistent with that used in the
      preparation of the consolidated balance sheets of Seller and the Target
      Corporations as at December 31, 2006.

     

    3.12. No
      Material Changes.
      Seller
      represents that since December 31, 2006 except as set forth on Schedule
      3.12,
      there
      has not been (i) any material adverse change in the financial condition, net
      worth or results of operations or prospects of the business of any Target
      Corporation; (ii) any damage, destruction or loss, whether or not covered by
      insurance, materially and adversely affecting the property and operations of
      the
      business of any Target Corporation; (iii) any undisclosed material liabilities
      or obligations of any Target Corporation; and (iv) Seller and each Target
      Corporation hereby confirm that, to Seller’s Knowledge, no such change is
      threatened. Schedule
      3.12
      sets
      forth all repayments of debt, fees or other payments made by any Target
      Corporation to Seller or to any subsidiary of Seller since April 15, 2007.
      

     

    3.13. Real
      Estate.
      None of
      the Target Corporations own any land, real estate, buildings and other
      structures, improvements or fixtures except as set forth in Schedule
      3.13.
      Schedule
      3.13
      also
      identifies all leases, subleases or other agreements under which any Target
      Corporation is a lessor or lessee of or uses or occupies or allows the use
      or
      occupancy of any real property (the “Leases”); all outstanding options held by
      any Target Corporation, and all outstanding contractual obligations of any
      Target Corporation to purchase or acquire any interest in real property (the
      “Purchase Options”); and all outstanding options granted by any Target
      Corporation, and all outstanding contractual obligations of any Target
      Corporation to sell or dispose of any interest in real property. All of the
      Leases, true and complete copies of which have been delivered to the Buyer
      and
      have been attached hereto as part of Schedule
      3.13,
      are in
      full force and effect and no Target Corporation is in default under or with
      respect to any Lease and has not received or sent any notice of any default
      under or with respect to any Lease and no other party to any Lease is in default
      under or with respect to any such Lease. All approvals or consents of any
      Persons which are required in order that no Lease, Purchase Option or option
      to
      sell becomes unenforceable by any Target Corporation as a result of the
      consummation of this transaction are separately identified in said Schedule
      3.13.
      The
      interest of each Target Corporation in said Leases, the Purchase Options and
      the
      options to sell are subject to no lien or other encumbrance except as set forth
      in such Schedule
      3.13.
      Each
      Target Corporation enjoys a right of quiet possession of the premises covered
      by
      each Lease as against all other persons and entities.

     

    
      
         

      

      
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    3.14. Accounts
      and Notes Receivable.
      Except
      as set forth in Schedule
      3.14,
      all
      accounts and notes receivable reflected in the financial statements of each
      Target Corporation referred to in Section 3.10, and all accounts and notes
      receivable arising subsequent to the date of each Target Corporation’s most
      recent financial statements presented to Buyer, have arisen in the ordinary
      course of the business of each Target Corporation, represent valid obligations
      due to such Target Corporation and, subject only to a reserve for bad debts
      computed in a manner consistent with past practices, have been collected or
      are,
      to Seller’s Knowledge, collectible in the ordinary course of the business of
      each Target Corporation in the aggregate amounts thereof recorded on said
      balance sheets in accordance with their terms.

     

    3.15. Personal
      Property.
      Schedule
      3.15
      sets
      forth a list of each item of personal property of each Target Corporation having
      a value in excess of Fifty Thousand and 00/100 Dollars ($50,000). Each Target
      Corporation has good and marketable title to the respective plant, machinery,
      equipment, furniture, leasehold improvements, fixtures, vehicles, parts,
      inventory, structures, any related capitalized items and other personal property
      reflected in the financial statements referred to in Section 3.10 or acquired
      since the date of the most recent financial statements, free and clear of any
      lien or encumbrance except for any mechanics’ liens and purchase money security
      interests incurred in the ordinary course of business that do not exceed One
      Hundred Thousand and 00/100 Dollars ($100,000) in the aggregate, and all such
      personal property is in good operating condition and repair, subject to normal
      wear and tear and considering the age thereof. To Seller’s Knowledge, no Target
      Corporation has received any notice that any of such properties is in material
      violation of any existing law or any building, zoning, health, safety or other
      ordinance codes or regulations. Except as set forth in Schedule
      3.15,
      during
      the past three years, there has not been any significant interruption of the
      operation of the business of any Target Corporation due to inadequate
      maintenance of the personal property. All material leases, conditional sales
      contracts, franchises or licenses pursuant to which each Target Corporation
      may
      hold or use any interest owned or claimed by such Target Corporation in or
      to
      the personal property (including any personal property leases) are in full
      force
      and effect and with respect to the performance of such Target Corporation there
      is no default or event of default or events which with the notice or lapse
      of
      time or both would constitute a default. 

     

    3.16. Intangible
      Properties.
      Schedule
      3.16
      sets
      forth all Intellectual Property assets of each Target Corporation, patents,
      trademarks, service marks, trademarks and franchises, all applications for
      any
      of the foregoing and all permits, agreements and licenses or other rights
      running to or from any Target Corporation relating to any on the foregoing,
      and
      all assumed names of the Target Corporations true and complete copies of which
      have been delivered to the Buyer as part of said Schedule
      3.16.
      Except
      as set forth on Schedule
      3.16,
      each
      Target Corporation owns all Intellectual Property necessary to conduct its
      respective operations and businesses and neither Seller nor any Target
      Corporation knows of any claim, or the basis for any claim, that any of the
      Target Corporations have infringed any Intellectual Property right of any other
      Person.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    3.17. Liens.
      Each
      Target Corporation owns outright and has good and marketable title to all of
      its
      assets and properties, including, without limitation, all the assets and
      properties reflected on the financial statements referred to in Section 3.10,
      in
      each case free and clear of any lien or other encumbrance, except for such
      liens
      or other encumbrances, identified on Schedule
      3.17.

     

    3.18. Liabilities.
      Except
      as set forth on Schedule
      3.18,
      no
      Target Corporation has material indebtedness, liability, claim, loss, damage,
      deficiency, obligation or responsibility, known or unknown, fixed or unfixed,
      liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent
      or otherwise other than liabilities reflected or reserved against in the
      financial statements referred to in Section 3.10, and current liabilities
      incurred in the ordinary course of business since the date of the financial
      statements referred to in Section 3.10.

     

    3.19. Taxes.
      The
      Seller and each Target Corporation has paid all Taxes required to be paid
      through the date hereof, including additions, interest, penalties and other
      amounts required to be paid under applicable law. The Seller and each Target
      Corporation has filed all tax returns and other reports which are due and are
      required to be filed with respect to the business. Such returns accurately
      state
      the Taxes, information and other amounts due with respect to the business of
      each Target Corporation and each Target Corporation has paid all taxes and
      other
      amounts shown on such returns and all other government charges, levies or
      assessments imposed upon the business of each Target Corporation. No deficiency
      assessment or proposed adjustment of any of the Target Corporation’s federal
      income taxes is pending and neither the Seller nor any Target Corporation has
      any Knowledge of any proposed liability for any Tax to be imposed upon their
      properties or assets. No audit of any tax return of Seller or any Target
      Corporation is in progress; no extension of time with respect to any date on
      which any tax return was or is to be filed by Seller or any Target Corporation
      is in force; and no waiver or agreement by the Seller or any Target Corporation
      is in force for the extension of time for the assessment or payment of any
      Tax.


     

    3.20. Contracts
      and Other Agreements.
      Schedule
      3.20
      is a
      list of all of the following Contracts and other agreements to which any Target
      Corporation is a party or to which it or its assets or properties or the Shares
      are bound or subject:

     

    (a) contracts
      and other agreements with any current or former officer, director, employee,
      consultant, agent or other representative or with any entity in which any of
      the
      foregoing has an interest;

     

    (b) contracts
      and other agreements with any labor union or association representing any
      employee;

     

    (c) contracts
      and other agreements for the sale of any of its assets or properties or for
      the
      grant to any person of any preferential rights to purchase any of the assets
      or
      properties of any Target Corporation;

     

    (d) contracts
      and other agreements calling for an aggregate purchase price or payments in
      any
      one year of more than Fifty Thousand and 00/100 Dollars ($50,000) in any one
      case (or in the aggregate in the case of any related series of contracts or
      agreements);

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    (e) contracts
      and other agreements that can be canceled without liability, premium or penalty
      only on 90 days or more written notice;

     

    (f) contracts
      and other agreements with customers or suppliers;

     

    (g) contracts
      and other agreements containing covenants of any Target Corporation not to
      compete in any line of business or with any person in any geographical area
      or
      covenants of any other person not to compete with any Target Corporation in
      any
      line of business or in any other geographical area;

     

    (h) contracts
      and any other agreements relating to the acquisition by any Target Corporation
      of any operating business or the capital stock of any other
      corporation;

     

    (i) any
      and
      all other contracts necessary for or required in connection with the operation
      of the business, including any contracts with third parties for property
      management or any services to be provided by any Target
      Corporation;

     

    (j) any
      contracts or agreements with respect to the payment of dividends or any other
      distribution in respect of Seller’s or any Target Corporation’s capital
      stock;

     

    (k) agreements
      relating to any Target Corporation loans or guaranties; and

     

    (l) any
      other
      contract or agreement material to the business of any Target
      Corporation.

     

    There
      have been delivered or made available to the Buyer true and complete copies
      of
      all of the Contracts referenced above. All of such Contracts and other
      agreements are valid and binding upon each relevant Target Corporation in
      accordance with their terms and each Target Corporation is not in default under
      any such contracts. Except as separately identified on Schedule
      3.20,
      no
      approval or consent of any Person is needed in order that the contracts and
      other agreements set forth in such Schedule
      3.20
      continue
      in full force and effect following the consummation of the transactions
      contemplated hereby.

    


    3.21. Compliance
      with Laws.
      The
      business of each Target Corporation has been operated in material compliance
      with all Legal Requirements, the noncompliance with which would or reasonably
      could be expected to affect materially and adversely any Target Corporation
      or
      the business of any Target Corporation.

     

    3.22. Relationships
      with Customers and Suppliers.
      There
      are not now pending any negotiations or discussions between Seller or any Target
      Corporation and any of its material customers or suppliers of any such Target
      Corporation which involve, and/or which could result in any material adverse
      change in the current relationships between any such Target Corporation and
      its
      suppliers and its customers, whether or not such relationships are contractual
      in nature. Seller has no Knowledge of any facts which would or could cause
      such
      a change in relationships with customers or suppliers. Seller has delivered
      to
      Buyer a list of all material suppliers of each Target Corporation. 

     

    
      
         

      

      
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    3.23. Litigation.
      Except
      as set forth in Schedule
      3.23,
      there
      is no litigation, proceeding or investigation pending or threatened in writing
      which involves or adversely affects the business of any Target Corporation,
      the
      Shares, the transactions contemplated by this Agreement or the rights to be
      acquired by Buyer pursuant hereto. 

     

    3.24. Employees.
      Schedule
      3.24
      attached
      hereto sets forth a complete and correct list of the name, date of employment
      and current salary or other rate of compensation of each Person employed in
      the
      business of any Target Corporation (“Employee”), the total compensation paid to
      each Employee during the 2006 calendar year, date of last pay increase and
      bonuses granted to the Employee during such calendar year, and all accrued
      vacation, sick leave, severance pay and other amounts or benefits due to any
      Employee as of May 24, 2007, apart from amounts due in respect of current
      payroll. Copies of employment handbooks, manuals and other materials have been
      delivered to Buyer. 

     

    3.25. Overtime,
      Back Wages, Vacation and Minimum Wages.
      No
      present or former Employees of any Target Corporation has any claim against
      any
      Target Corporation (whether under federal or state law, any employment agreement
      or otherwise) on account of or for overtime pay, other than overtime pay for
      the
      current payroll period, wages, commissions or salary, for any period other
      than
      the current payroll period, vacation, time off or pay in lieu of vacation or
      time off, or any violation of any statute, ordinance or regulations relating
      to
      minimum wages, maximum hours of work or working conditions. No Target
      Corporation is liable for any severance pay or other payments on account of
      termination of any former employee. Each Target Corporation is in compliance
      in
      all material respects with all applicable laws respecting employment and
      employment practices, terms and conditions of employment and wages and hours.
      No
      Target Corporation is currently or has been engaged in any unfair labor
      practices and no unfair labor practice complaints against any Target Corporation
      are pending before the National Labor Relations Board.

     

    3.26. Employee
      Benefit Plans and Arrangements.
      

     

    (a) Schedule
      3.26
      hereto
      is a complete list of (i) all “employee benefit plans,” as defined in Section
      3(3) of ERISA, and (ii) all other existing
      compensation
      plans, contracts, programs, funds or arrangements (whether written or oral,
      qualified or nonqualified, funded or unfunded, foreign or domestic, currently
      effective or terminated) and any trust, escrow, or similar agreement related
      thereto, whether or not funded, in respect of any present or former Employees,
      directors, officers, shareholders, consultants or independent contractors of
      the
      Seller or any of the Target Corporations (or their respective predecessors)
      (or,
      where indicated below, any trade or business (whether or not incorporated))
      (A)
      under common control within the meaning of Section 4001(b)(1) of ERISA with
      the
      Seller or (B) which together with the Seller is treated as a single employer
      under IRC Section 414 (the “Seller Controlled Group”) or with respect to which
      the Seller or any of the Target Corporations (or their respective predecessors)
      (or, where indicated below, the Seller Controlled Group) has made or is required
      to make payments, transfers or contributions (all of the above hereinafter
      individually or collectively referred to as an “Employee Plan” or “Employee
      Plans,” respectively). The Seller has no liability with respect to any plan,
      arrangement or practice of the type described in the preceding sentence other
      than the Employee Plans.

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

    (b) Copies
      of
      the following materials, if they exist, have been delivered or made available
      to
      Buyer: (i) all current and prior plan documents and summaries for each Employee
      Plan, (ii) all determination letters from the Internal Revenue Service with
      respect to any Employee Plan, (iii) all current and prior trust agreements,
      insurance contracts and other documents relating to the funding or payment
      of
      benefits under any Employee Plan, (iv) all filings with any governmental body
      relating to the three most recently ended plan years and (v) any other
      documents, forms or other instruments relating to any Employee Plan reasonably
      requested by Buyer.

     

    (c) Except
      as
      set forth on Schedule
      3.26
      hereto,
      each Employee Plan has been maintained, operated and administered in compliance
      with its terms and related documents or agreements and in compliance with all
      applicable laws. Except as set forth on Schedule
      3.26
      hereto,
      the execution and performance of the Agreement will not, directly or indirectly,
      (i) constitute a triggering event under any Employee Plan that will result
      in
      any payment becoming due from the Seller or any of the Target Corporations
      or
      (ii) accelerate the time of payment or vesting, or increase the amount, of
      compensation due to any employee, officer or director of the Seller or any
      of
      the Target Corporations. Neither the Seller nor any of the Target Corporations
      has made any representation to any employee, nor does there exist any
      undertaking or commitment, whether legally binding or not, to create any
      additional employee benefit plan or to change or modify any existing Employee
      Plan. No Employee Plan that is a “welfare plan” within the meaning of ERISA
      Section 3(1) provides benefits (I) beyond termination of service or retirement
      other than coverage mandated by law or (II) that are not fully insured by an
      unrelated insurance company through one or more policies for which all premiums
      have been fully paid. Neither the Seller nor any member of the Seller Controlled
      Group has, or at any time has had, an obligation to contribute to any Employee
      Plan that is a defined benefit plan (as defined in ERISA Section 3(35)), a
      pension plan subject to the funding standards of Section 302 of ERISA or IRC
      Section 412 or a “multiemployer plan” as defined in ERISA Section 3(37) or IRC
      Section 414(f). The Seller and the Target Corporations have reserved all rights
      necessary to amend or terminate each of the Employee Plans without the consent
      of any other person.

     

    3.27. Licenses
      and Permits.
      Schedule
      3.27
      attached
      hereto contains a complete and accurate list of all licenses, permits, consents,
      approvals, authorizations, qualifications and orders of governmental authorities
      issued to any Target Corporation and their Employees (collectively, the
“Licenses”), which are in full force and effect and which in any way relate to
      the business of any Target Corporation. Each Target Corporation has materially
      complied with the terms and provisions of all said Licenses. Each Target
      Corporation and its employees or agents have all Licenses, required for the
      conduct of the business of each Target Corporation, as presently conducted,
      and
      as of the Closing Date, except as set forth on Schedule
      3.27,
      each
      Target Corporation will have all of the same in place and properly assigned
      to
      Buyer or Buyer’s designee. No suspension or cancellation of any License is
      threatened.

     

    3.28. Brokers
      Fees.
      Neither
      the Seller nor any Target Corporation has retained any broker, finder or agent
      or agreed to pay any business brokerage fees, finders’ fees or commissions with
      respect to the transactions contemplated herein.

     

    
      
         

      

      
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    3.29. Insurance.
      Schedule
      3.29
      sets
      forth a list (stating coverages, deductibles, self-insured retentions,
      co-insurance provisions and the like) of all material policies of fire,
      liability, workmen’s compensation, medical and other forms of insurance owned or
      held by the Seller or covering any Target Corporation or any portion of any
      of
      its property, assets or Employees. No Target Corporation is in default with
      respect to any provision contained in any such policy or binder, and No Target
      Corporation has failed to give any notice or present any claim under any such
      policy or binder in due and timely fashion. Except as set forth in said
Schedule
      3.29,
      there
      are no outstanding unpaid claims under any such policy or binder. No Target
      Corporation has received any notice of cancellation or nonrenewal on any such
      policy or binder. None of the policies listed in said Schedule
      3.29
      provides
      that premiums paid in respect of the periods prior to the closing date may
      be
      adjusted or recomputed based on a claims paying experience of such policies
      or
      otherwise. No Target Corporation has received any notice from any of its
      insurance carriers that any insurance premiums will be materially increased
      in
      the future or that any insurance coverage listed on Schedule
      3.29
      will not
      be available in the future on substantially the same terms as now in
      effect.

     

    3.30. Banks.
      Schedule
      3.30
      sets
      forth the name of each bank, trust company, securities or other broker or other
      financial institution which any Target Corporation has an account, credit line
      or safe deposit box or vault; the name of each Person authorized by each Target
      Corporation to draw thereon or to have access to any safe deposit box or vault
      and the name of all Persons authorized to act on behalf of each Target
      Corporation in matters concerning its business or affairs.

     

    3.31. ISP
      Business. All
      of
      the tangible and intangible assets, including Intellectual Property, used in
      or
      associated with the ISP Business by Seller or by any Person controlled by Seller
      are owned by DFW and IRI.

     

    3.32. Hazardous
      Substances and Environmental Matters.
      Each
      Target Corporation has operated and is currently in compliance with all
      applicable Environmental Laws and regulations in connection with the operation
      of the business, and each Target Corporation has operated and is currently
      in
      compliance with all applicable Health and Safety Laws and regulations in
      connection with the operation of the business. Each Target Corporation has
      obtained all Licenses, and other authorizations and approvals needed to operate,
      maintain and occupy the property and the facilities located
      thereon.

     

    3.33. SEC
      and Antitrust Filings.
      Since
      December 15, 2003, no Target Corporation has issued any security covered by
      a
      registration statement filed with the Securities and Exchange Commission
      pursuant to the Securities Act or the Investment Company Act of 1940, as
      amended, and no security issued by any Target Corporation has been registered
      pursuant to the Securities Exchange Act of 1934, as amended. Neither the Seller
      nor, since Seller acquired such Target Corporation, any Target Corporation
      has
      purchased or sold any security of which it or any affiliate was the issuer
      at
      any time when the information publicly available relating to the Seller or
      any
      Target Corporation, at the time and in light of the circumstances under which
      it
      was made, was false or misleading with respect to any material fact or omitted
      to state any material fact necessary in order to make the statements made
      therein not false or misleading. Seller is not required to file a Schedule
      13E-3
      Transaction Statement or a report under the Hart-Scott-Rodino Antitrust
      Improvements Act of 1976 or any other antitrust law in respect to any action
      pursuant to or contemplated by this Agreement. 

     

    
      
         

      

      
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    3.34. Investment
      Representation.
      Seller
      is acquiring the Buyer Shares for investment purposes only and not with a view
      to the distribution thereof or dividing all or any part of the Buyer Shares
      with
      any other Person.

     

    3.35. No
      Untrue Statements.
      No
      statement by Seller contained in this Agreement and no written statement
      contained in any certificate or other document required to be furnished by
      any
      officer, employee, counsel or other agent of Seller or any Target Corporation
      to
      Buyer pursuant to this Agreement contains any untrue statement of material
      fact,
      or omits to state a material fact necessary to make the statements therein
      not
      misleading.

     

    
      	
              ARTICLE
                4.

            	
              REPRESENTATIONS
                AND WARRANTIES OF BUYER

            


    

     

    Buyer
      represents and warrants to Seller as follows:

     

    4.1. Corporate
      Organization.
      Buyer
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of Delaware, and has full
      corporate power and authority to own or use the properties and assets that
      it
      purports to own or use. Buyer is duly qualified to do business as a foreign
      corporation and is in good standing under the laws of each state or other
      jurisdiction in which either the ownership or use of the properties owned or
      used by it, or the nature of the activities conducted by it, requires such
      qualification, except where the failure to be so qualified would not have a
      material adverse effect on the Buyer or its business or assets. 

     

    4.2. Valid
      and Binding Obligations.
      This
      Agreement and all other instruments or documents delivered in connection
      herewith have been duly executed and delivered by Buyer and each is a valid
      and
      binding agreement, enforceable in accordance with its terms, subject to
      applicable bankruptcy, insolvency, reorganization and other general laws
      affecting the rights and remedies of creditors and subject to general equity
      principles.

     

    4.3. No
      Violation of Law.
      The
      execution, delivery and performance of this Agreement by Buyer, and the
      consummation of the transactions contemplated hereby will not violate any
      provision of law, statute, ordinance or regulation applicable to Buyer and
      will
      not conflict with, or result in the breach or termination of any provision
      of,
      or constitute a default under, any contract, other instrument or agreement,
      order, judgment, decree, law, statute, ordinance or regulation or any other
      restriction of any kind or character to which Buyer is a party or by which
      Buyer
      is bound. Neither Buyer, nor any of Buyer’s assets or properties is subject to
      any indenture, mortgage, deed of trust, lease, contract or other instrument
      or
      agreement, order, judgment, decree, law, statute, ordinance or regulation or
      any
      other restriction of any kind or character, that would prevent Buyer from
      entering into this Agreement or from consummating the transactions contemplated
      hereby in accordance with the terms hereof.

     

    4.4. No
      Brokers.
      Buyer
      has not incurred any obligation or liability, contingent or otherwise, for
      brokerage or finder’s fees in connection with the transactions contemplated by
      this Agreement.

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

    4.5. Capitalization.
      

     

    (a) The
      capitalization of Buyer is as set forth on Schedule
      4.5
      hereto.
      Except as set forth on Schedule
      4.5,
      no
      other class of capital stock of the Buyer is authorized or outstanding. All
      of
      the issued and outstanding shares of capital stock of the Buyer are duly
      authorized, validly issued, fully paid and nonassessable.

     

    (b) The
      Buyer
      Shares, when issued and delivered in accordance with the terms hereof will
      be
      duly authorized, validly issued, fully paid and nonassessable. There are no
      restrictions on the transfer of shares of capital stock of the Buyer other
      than
      those imposed by relevant federal and state securities laws and as otherwise
      contemplated by this Agreement or the Related Agreements. The offer and sale
      of
      all capital stock and other securities of the Buyer issued before the Closing
      complied with or were exempt from all applicable federal and state securities
      laws and no stockholder has a right of rescission with respect
      thereto.

     

    4.6. Financial
      Information.
      Attached hereto as Schedule
      4.6
      are the
      financial statements of Buyer, including (i) the audited consolidated and
      unaudited consolidating balance sheets of Buyer and its subsidiaries as at
      December 31, 2006 and related consolidated or consolidating statements of
      income, changes in stockholders equity and cash flows for the fiscal year ended
      on that date, together with supporting schedules and reports thereon, certified
      by the chief financial officer of Buyer; and (ii) the unaudited consolidated
      and
      consolidating balance sheets as at March 31, 2007 and related consolidated
      or
      consolidating statements of income, changes in stockholders equity and cash
      flows for the period ended on that date, certified by the chief financial
      officer of Buyer. To Buyer’s Knowledge, all such financial statements are
      complete and correct and present fairly and accurately the separate and
      consolidated financial positions of Buyer and its subsidiaries as of the dates
      and for the periods specified therein and the separate and consolidated results
      of the operations and changes in financial position of Buyer and its
      subsidiaries as of the dates and for the periods specified therein, all in
      conformity with GAAP applied on a basis consistent with that of the preceding
      periods.

     

    4.7. No
      Undisclosed Liabilities.
      Since
      December 31, 2006, except for the transactions contemplated by this Agreement
      or
      as set forth on Schedule
      4.7,
      neither
      Buyer nor any of its subsidiaries has incurred any material liability or
      obligation (absolute, accrued, contingent or otherwise) of any nature, other
      than liabilities and obligations incurred in the ordinary course of business,
      that would properly be reflected or reserved against in a balance sheet prepared
      in conformity with GAAP applied on a basis consistent with that used in the
      preparation of the consolidated balance sheets of Buyer and its subsidiaries
      as
      at December 31, 2006.

     

    4.8. No
      Material Changes.
      Buyer
      represents that since December 31, 2006 except as set forth on Schedule
      4.8,
      there
      has not been (i) any material adverse change in the financial condition, net
      worth or results of operations or prospects of the business of Buyer or any
      of
      its subsidiaries; (ii) any damage, destruction or loss, whether or not covered
      by insurance, materially and adversely affecting the property and operations
      of
      the business of Buyer or any of its subsidiaries; (iii) any undisclosed material
      liabilities or obligations of Buyer or any of its subsidiaries; and (iv) Buyer
      hereby confirms that, to Buyer’s Knowledge, no such change is
      threatened.

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

    4.9. Investment
      Representation.
      Buyer
      is acquiring the ISP Shares and the Remaining Shares investment purposes only
      and not with a view to the distribution thereof or dividing all or any part
      of
      the Shares with any other Person. 

     

    4.10. No
      Untrue Statements.
      No
      statement by Buyer contained in this Agreement and no written statement
      contained in any certificate or other document required to be furnished by
      any
      officer, employee, counsel or other agent of Buyer to Seller pursuant to this
      Agreement contains any untrue statement of material fact, or omits to state
      a
      material fact necessary in order to make the statements therein not misleading.
      

     

    
      	
              ARTICLE
                5.

            	
              COVENANTS
                OF THE SELLER PENDING
                CLOSING

            


    

     

    Except
      as
      otherwise provided herein and subject to the Buyer’s rights under the Management
      Agreement, Seller and each Target Corporation covenant that from and after
      the
      date hereof and until the Closing Date, unless Buyer shall otherwise consent
      in
      writing:

     

    5.1. General
      Conduct of Business.

     

    (a) Seller
      will conduct the business of the Target Corporations diligently and
      substantially in the same manner as heretofore conducted, subject to the terms
      of the Management Agreement. Seller shall not accept any payment or distribution
      from any Target Corporation or cause any Target Corporation to make any payment
      or distribution to Seller or on Seller’s behalf other than a payment by AFN to
      Seller of $105,000 made on June 29, 2007.

     

    (b) Seller
      will not take and will not cause any Target Corporation to take any action
      in
      the conduct of the business of the Target Corporations that is outside the
      ordinary course of business or inconsistent with past practices.

     

    (c) Seller
      will not do or omit to do and will not cause any Target Corporation to do or
      omit to do any act, or permit any act or omission to act, which may cause a
      material breach of any contract, commitment or obligation of Seller or any
      Target Corporation relating to the business of any Target Corporation, or any
      breach of any representation, warranty, covenant or agreement made by Seller
      or
      any Target Corporation herein if the effect of such breach would be to affect
      adversely the condition of the business of any Target Corporation.

     

    (d) Seller
      will cause each Target Corporation to comply in all material respects with
      all
      laws applicable to the business and all laws the compliance with which is
      required for the valid consummation of the transactions contemplated by this
      Agreement.

     

    (e) Seller
      will not and will not permit any Target Corporation to undertake any action
      that
      would result in an increase in the principal amount of the Target Corporations’
direct or indirect, primary or secondary, liability to Cornell. 

     

    (f) Seller
      will maintain in effect until the Second Closing the cash collateral or
      certificate of deposit that secures a letter of credit issued to secure the
      obligations of CC to Verizon Wireless.

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

    (g) On
      or
      before July 31, 2007, Seller shall pay or cause to be paid all past due and
      current amounts owed for products and services rendered by AFN and CCA to Seller
      or any of its subsidiaries other than those subsidiaries under management by
      Buyer. 

     

    5.2. Benefit
      of Arrangements.
      Seller
      and each Target Corporation will cooperate with Buyer to make available to
      Buyer
      the benefit of any business arrangements or other relationships between Seller
      or any Target Corporation and the suppliers, customers, employees and other
      parties in any way relating to the business of the Target
      Corporations.

     

    5.3. Limitation
      on Liens; No Sale.
      Except
      as provided in the Management Agreement, Seller will not, and will not permit
      any Target Corporation to create, incur, assume or allow to be created, incurred
      or assumed any pledge of, or any mortgage, lien, charge or encumbrance (all
      hereinafter referred to as “encumbrance”) of any kind, on any of the assets of
      any Target Corporation. Except as noted in the preceding sentence, in the event
      that Seller becomes aware of any such encumbrance on any of the assets, Seller
      shall take immediate steps to release or discharge such encumbrance prior to
      Closing. The Seller hereby agrees that it will not sell, assign, pledge or
      otherwise transfer any of the Shares or cause or permit the issuance of any
      capital stock in any of the Target Corporations until the transaction provided
      for herein has been consummated or this Agreement has been otherwise terminated
      in accordance with the terms hereof.

     

    5.4. Maintenance
      of Equipment.
      Subject
      to the terms of the Management Agreement, Seller will maintain, or cause each
      Target Corporation to maintain, all of the Target Corporations’ machinery and
      equipment in reasonable repair, working order and condition, reasonable wear
      and
      tear excepted.

     

    5.5. Payment
      of Taxes, etc.
      Subject
      to the terms of the Management Agreement, Seller will cause each Target
      Corporation to pay and discharge all lawful taxes, assessments and governmental
      charges or levies imposed upon or otherwise relating to the business as and
      when
      the same becomes due, and payroll taxes for the periods ending prior to the
      Closing Date, as well as all lawful claims for labor, materials and supplies
      which, if not paid when due, might become an encumbrance upon any part of the
      assets of any Target Corporation.

     

    5.6. Insurance.
      Subject
      to the terms of the Management Agreement, Seller shall cause each Target
      Corporation to maintain in force all insurance presently carried by each Target
      Corporation with respect to the business of such Target
      Corporation.

     

    5.7. Transfer
      or Sale of Assets.
      Subject
      to the terms of the Management Agreement, Seller shall not cause any Target
      Corporation to transfer or sell any assets used by such Target Corporation
      in
      connection with its business.

     

    5.8. Consents.
      Seller
      and Buyer shall use reasonable commercial efforts to obtain, prior to Closing,
      all authorizations and consents, approvals, permits and clearances necessary
      for
      the consummation of the transactions contemplated hereby, including any and
      all
      consents that may be necessary or advisable to effect an assignment of the
      Licenses identified on Schedule
      3.27
      and the
      Contracts identified in Schedule
      3.20.

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

    5.9. Access
      to Books and Records.
      Seller
      will permit Buyer and its representatives (including its counsel and auditors),
      at reasonable times during normal business hours and in a manner which will
      not
      materially disrupt the business of the Target Corporations to have free and
      full
      access to the Target Corporations’ relevant properties and to have free and full
      access to examine and make copies of all books and records pertaining to the
      Target Corporations and the business of the Target Corporations whether or
      not
      delivered to Buyer pursuant hereto (including, but not limited to,
      correspondence, corporate minutes and record books, memoranda, books of account,
      outside accountants’ work papers, bank statements and the like) in order that
      Buyer may have full opportunity to make such investigation as it shall desire
      of
      the business of the Target Corporations. All information obtained by Buyer
      during such investigations shall be kept in confidence and shall be used by
      Buyer only for the purpose of verifying the representations of the Target
      Corporations and the Seller and determining compliance with the covenants and
      conditions of this Agreement. All copies of such documents shall be returned
      to
      Seller if the transactions contemplated by the Agreement are not
      consummated.

     

    5.10. Notice
      of Events.
      Seller
      shall promptly notify the Buyer of any event, condition or circumstance
      occurring from the date hereof through the Closing Date that of which it is
      aware that would constitute a violation or breach of this Agreement by Seller
      or
      any Target Corporation or any event, occurrence, transaction or other item
      which
      would have been required to have been disclosed by Seller or any Target
      Corporation on any schedule or statement delivered hereunder if such event,
      occurrence or transaction or item existed on the date hereof, other than items
      arising in the ordinary course of business which would not render any
      representation or warranty of Seller or any Target Corporation materially
      misleading.

     

    
      	
              ARTICLE
                6.

            	
              CONDITIONS
                OF CLOSING FOR THE BENEFIT OF
                SELLER

            


    

     

    The
      obligations of Seller to consummate the transactions contemplated by this
      Agreement on each respective Closing Date are subject to the satisfaction of
      the
      following conditions on or prior to such Closing Date:

     

    6.1. Consideration.
      Buyer
      shall have performed all of the covenants and obligations to be performed by
      it
      as of the respective Closing Date, including, without limitation, the delivery
      of the consideration due on such Closing Date. 

     

    6.2. Accuracy
      of Representations and Warranties.
      The
      representations and warranties of Buyer contained in this Agreement
      (disregarding all qualifications relating to materiality or Material Adverse
      Effect) shall be true and correct in all respects on and as of the Closing
      Date
      with the same effect as though such representations and warranties had been
      made
      on and as of such date, except to the extent such representations and warranties
      expressly relate to an earlier date (in which case such representations and
      warranties shall be true and correct in all respects, on and as of such earlier
      date); provided,
      that
      the condition set forth in this Section 6.2 shall only be deemed to not have
      been satisfied if the failure of any such representation(s) and warranty(ies)
      to
      be true and correct have, individually or in the aggregate, a Material Adverse
      Effect and Buyer shall have delivered to Seller a certificate of a duly
      authorized officer of Buyer, dated the Closing Date, to such
      effect.

     

    
      
         

      

      
        25

        
          

        

      

      
         

      

    

     

    
      	
              ARTICLE
                7.

            	
              CONDITIONS
                OF CLOSING FOR THE BENEFIT OF
                BUYER

            


    

     

    The
      obligations of Buyer under this Agreement to consummate the transactions
      described herein are subject to the satisfaction of the following
      conditions:

     

    7.1. Covenants
      Performed.
      All of
      the covenants, agreements and conditions herein on the part of each of the
      Target Corporations and Seller to be complied with or performed on or before
      the
      respective Closing Date shall have been fully complied with and performed.
      All
      conditions to the effectiveness of all or any of the Employment Agreements
      shall
      have been satisfied. At the request of Buyer, the shares in WTN owned by DFW
      shall have been conveyed to Seller at or prior to the ISP Closing.

     

    7.2. Third
      Party Consents; Licenses.
      All
      consents and approvals from counterparties to Contracts and from Governmental
      Authorities with respect to the Licenses that are required in connection with
      the performance by Buyer, Seller or any of the Target Corporations of their
      respective obligations hereunder, for the consummation of the transactions
      contemplated hereby and for the operation of the Business by the Target
      Corporations following the change of Control contemplated by this Agreement,
      including without limitation those consents and approvals identified on
Schedules
      3.08
      and
3.09
      hereof,
      shall have been obtained on terms and conditions satisfactory to Buyer in its
      reasonable business judgment, provided, further, however, that this condition
      shall be deemed satisfied with respect to the Licenses necessary for the Target
      Corporations to operate the Local Exchange Business following the closing of
      the
      transactions described herein at such time as such Licenses, consents or
      approvals with respect to the transactions contemplated hereby are obtained
      on
      terms satisfactory to Buyer in its reasonable business judgment for Ninety-Five
      percent (95%) of the lines of the Local Exchange Business.

     

    7.3. Accuracy
      of Representations and Warranties.
      The
      representations and warranties of Seller contained in this Agreement
      (disregarding all qualifications relating to materiality or Material Adverse
      Effect) shall be true and correct in all respects on and as of the Closing
      Date
      with the same effect as though such representations and warranties had been
      made
      on and as of such date, except to the extent such representations and warranties
      expressly relate to an earlier date (in which case such representations and
      warranties shall be true and correct in all respects, on and as of such earlier
      date); provided,
      that
      the condition set forth in this Section 7.3 shall only be deemed to not have
      been satisfied if the failure of any such representation(s) and warranty(ies)
      to
      be true and correct have, individually or in the aggregate, a Material Adverse
      Effect and Seller shall have delivered to Buyer a certificate of a duly
      authorized officer of Seller, dated the Closing Date certifying that the
      representations and warranties are true and correct in all respects except
      as
      aforesaid as of the Closing Date.

     

    7.4. Absence
      of Circumstances Constituting a Material Adverse Effect.
      Prior
      to the ISP Closing, there shall not have occurred circumstances constituting
      a
      Material Adverse Effect upon the ISP Business. Prior to the Second Closing,
      there shall not have occurred circumstances constituting a Material Adverse
      Effect in the non-ISP acquired business (i.e. the Long Distance Business, the
      Wireless Business and the Local Exchange Business collectively) unless such
      Material Adverse Effect is a direct result of the acts or omissions of Buyer.
      

     

    7.5. Additional
      Tariff Numbers.
      Tariff
      numbers to permit either Buyer, AFN or CC to provide local telephone services
      in
      the states of West Virginia, North Dakota and Wyoming shall have been obtained.
      

     

    
      
         

      

      
        26

        
          

        

      

      
         

      

    

     

    
      	
              ARTICLE
                8.

            	
              WAIVER
                OF CONDITIONS

            


    

     

    Anything
      in this Agreement to the contrary notwithstanding, if any one or more of the
      conditions specified in Article 6 hereof shall not have been satisfied, Seller
      shall have the right, in addition to any other right which may be available
      to
      him to waive such condition and nevertheless to proceed with the transactions
      contemplated hereby; and if one or more of the conditions specified in Article
      7
      hereof shall not have been satisfied, the Buyer shall have the right, in
      addition to any other right which may be available to it, to waive such
      conditions and nevertheless to proceed with the transactions contemplated
      hereby. In the event of any such waiver, the party exercising its right shall
      not thereafter have the right to proceed against the other party for damages
      resulting from the breach so waived.

     

    
      	
              ARTICLE
                9.

            	
              TERMINATION

            


    

     

    9.1. Notwithstanding
      anything to the contrary contained herein, this Agreement and the transactions
      contemplated hereby may be terminated in the following manner:

     

    (a) by
      Buyer
      (i) at any time, if without breach on the part of the Buyer, any default shall
      be made by the Seller or any Target Corporation in the observance or in the
      due
      and timely performance of any of the terms hereof to be performed by Seller
      or
      any Target Corporation which default cannot or is not cured within thirty (30)
      days of written notice of such default (ii) on the date that is one hundred
      eighty (180) days from the date of the ISP Closing, if without breach on the
      part of the Buyer, the conditions set forth in Article 7 hereof as to the Second
      Closing shall not have been met or waived provided further, however, that if
      the
      only condition to Closing not yet satisfied is that the required Licenses,
      consents and approvals from Governmental Entities are not yet final, then the
      one hundred eighty (180) day period will be extended to the time required to
      allow such Licenses, consents and approvals to become final or (iii) at any
      time, if without breach on the part of the Buyer, the Management Agreement
      has
      been terminated by Seller or Seller is in material breach of its obligations
      under the Management Agreement;

     

    (b) by
      Seller
      (i) at any time, if without breach on the part of the Seller, any default shall
      be made by the Buyer in the observance or in the due and timely performance
      of
      any of the terms hereof to be performed by Buyer that cannot or is not cured
      within thirty (30) days following written notice of such default; or (ii) on
      the
      date that is one hundred eighty (180) days from the date of the ISP Closing,
      if
      without breach on the part of the Seller, the conditions set forth in Article
      6
      hereof as to the Second Closing shall not have been met or waived, provided
      further, however, that if the only condition to Closing not yet satisfied is
      that the required Licenses, consents and approvals from Governmental Entities
      are not yet final, then the one hundred eighty (180) day period will be extended
      to the time required to allow such Licenses, consents and approvals to become
      final;

     

    (c) by
      mutual
      agreement of the parties. 

     

    
      
         

      

      
        27

        
          

        

      

      
         

      

    

    9.2. In
      the
      event of a termination of this Agreement by Buyer pursuant to Section 9.1(a)(i)
      or (a)(iii) or by Seller pursuant to Section 9.1(b)(i), the terminating party
      shall have the right to collect its direct, indirect and consequential damages
      from the breaching party, but not special, punitive or exemplary damages, and
      the Buyer shall be entitled to the remedy of specific performance. Neither
      party
      shall have any liability to the other party in the event of a termination of
      this Agreement by Buyer pursuant to Section 9.1(a)(ii) or by Seller pursuant
      to
      Section 9.1(b)(ii), provided that the failure of such condition is not due
      to
      the breach of this Agreement by the other party hereto. Termination of this
      Agreement following the ISP Closing shall not affect the ISP Closing or the
      finality of the transactions undertaken at the ISP Closing in any respect.
      

     

    9.3. In
      the
      event of the termination of this Agreement by Buyer pursuant to Section 9.1(a),
      the Buyer Shares shall automatically be voided and surrendered to Buyer without
      consideration. The Buyer Shares shall contain a legend containing the terms
      of
      this Section 9.3.

     

    
      	
              ARTICLE
                10.

            	
              INDEMNIFICATION

            


    

     

    10.1. Indemnification
      by Seller.

     

    (a) Subject
      to the provisions of Sections 10.3 through 10.8, the Seller agrees to indemnify
      and hold the Buyer and each of the Target Corporations, their officers,
      directors, employees, agents, affiliates, successors and assigns harmless from
      and with respect to any and all Adverse Consequences (as hereinafter defined)
      any Target Corporation or Buyer, or their respective successors and assigns,
      may
      incur related to or arising directly or indirectly out of any of the
      following:

     

    (i) Any
      breach or violation of this Agreement by the Seller, or in respect of any Target
      Corporation in this Agreement; or

     

    (ii) Any
      inaccuracies in or breach of any representation or warranty made by the Seller,
      or in respect of any Target Corporation in this Agreement or breach or failure
      to perform by the Seller or any Target Corporation of any covenant, obligation,
      or undertaking made by the Seller or any Target Corporation in this Agreement;
      or

     

    (iii) Any
      inaccuracy or misrepresentation made by the Seller or in respect of any Target
      Corporation in any of the Related Documents or any certificate or documents
      delivered in accordance with the terms of this Agreement; or

     

    (iv) Any
      and
      all debts, liabilities and obligations of any Target Corporation of any nature,
      whether absolute, accrued, contingent or otherwise, existing or incurred on
      or
      prior to December 31, 2006 to the extent that such debts, liabilities or
      obligations were not (A) reflected or reserved against in the financial
      statements of the Seller and the Target Corporations as at December 31, 2006
      referred to in Section 3.10 or (B) set forth on one or more Schedules to this
      Agreement; or

     

    (v) Any
      and
      all debts, liabilities and obligations of any Target Corporation of any nature,
      whether absolute, accrued, contingent or otherwise, arising out of any
      transaction or event occurring after December 31, 2006 and prior to the ISP
      Closing Date or the Second Closing otherwise than in the conduct by the Seller
      and the Target Corporations, as the case may be, of the business and affairs
      of
      the Target Corporations in conformity with Article 5 (i.e. incurred in the
      ordinary course of business) or set forth on one or more Schedules to this
      Agreement; or 

     

    
      
         

      

      
        28

        
          

        

      

      
         

      

    

    (vi) Any
      and
      all debts, liabilities and obligations of the Seller or any Person controlled
      by
      the Seller that are not debts, liabilities or obligations of any Target
      Corporation.

     

    (b) The
      warranties and representations of the Seller or in respect of any Target
      Corporation in this Agreement, any of the Related Documents or any certificate
      or documents delivered in accordance with the terms of this Agreement, shall
      be
      deemed to have been relied upon notwithstanding any investigation heretofore
      or
      hereafter and shall survive the execution and delivery of this Agreement, the
      Closing and the consummation of the transactions called for by this Agreement
      until the second anniversary of the Closing Date; provided that if there shall
      then be pending any claim previously asserted by the Buyer, such claim shall
      continue to be subject to indemnification in accordance herewith.

     

    10.2. Indemnification
      by the Buyer.
      Subject
      to the provisions of Sections 10.3 through 10.8 and without regard to the
      limitations set forth in Section 10.1 hereof, the Buyer agrees to indemnify
      and
      hold the Seller, its officers, directors, employees, agents, affiliates,
      successors and assigns, harmless from and with respect to any and all Adverse
      Consequences the Seller may incur related to or arising directly or indirectly
      out of any of the following:

     

    (a) Any
      breach or violation of this Agreement by the Buyer; or

     

    (b) Any
      inaccuracies in or breach of any representation or warranty made by the Buyer
      in
      this Agreement or breach or failure to perform by the Buyer of any covenant,
      obligation, or undertaking made by the Buyer in this Agreement; or

     

    (c) Any
      inaccuracy or misrepresentation made by the Buyer in any of the Related
      Documents or any certificate or documents delivered in accordance with the
      terms
      of this Agreement; or

     

    (d) Any
      and
      all debts, liabilities and obligations of Buyer or any Target Corporation of
      any
      nature, whether absolute, accrued, contingent or otherwise, arising out of
      any
      transaction or event occurring after the execution and delivery of this
      Agreement.

     

    10.3. Claims.

     

    (a) Any
      party
      seeking indemnification hereunder (the “Indemnified Party”) shall promptly
      notify the other party hereto obligated to provide indemnification hereunder
      (the “Indemnifying Party”) of a claim with respect to which the Indemnified
      Party claims indemnification hereunder, provided that failure of the Indemnified
      Party to give such notice shall not relieve any Indemnifying Party of its
      obligations under this Article 10 except to the extent, if at all, that such
      Indemnifying Party shall have been prejudiced thereby, and further provided,
      that in any event notice of a claim shall be given within the time limitations
      specified in Section 10.1, if applicable. If such claim relates to any action,
      suit, proceeding, claim or demand instituted against the Indemnified Party
      by a
      third party (a “Third Party Claim”), upon receipt of such notice from the
      Indemnified Party, the Indemnifying Party shall be entitled to participate
      in
      the defense of such Third Party Claim, and if and only if each of the following
      conditions is satisfied, the Indemnifying Party may assume the defense of such
      Third Party Claim, and in the case of such an assumption the Indemnifying Party
      shall have the authority to negotiate, compromise and settle such Third Party
      Claim:

     

    
      
         

      

      
        29

        
          

        

      

      
         

      

    

    (i) the
      Indemnifying Party confirms in writing that it is obligated hereunder to
      indemnify the Indemnified Party with respect to such Third Party
      Claim;

     

    (ii) the
      Indemnified Party does not give the Indemnifying Party written notice that
      it
      has determined, in the exercise of its reasonable discretion, that matters
      of
      corporate or management policy or a conflict of interest make separate
      representation by the Indemnified Party’s own counsel advisable;
      and

     

    (iii) the
      Indemnifying Party establishes to the reasonable satisfaction of the Indemnified
      Party that the Indemnifying Party has (and will continue to have) adequate
      financial resources to satisfy and discharge such action or claim.

     

    The
      Indemnified Party shall retain the right to employ its own counsel and to
      participate in the defense of any Third Party Claim, the defense of which has
      been assumed by the Indemnifying Party pursuant hereto, but the Indemnified
      Party shall bear and shall be solely responsible for its own costs and expenses
      in connection with such participation.

     

    (b) Notwithstanding
      the foregoing provisions of this Section 10.3, (i) no Indemnifying Party shall
      be entitled to settle any Third Party Claim without the Indemnified Party’s
      prior written consent unless as part of such settlement the Indemnified Party
      is
      released in writing from all liability with respect to such Third Party Claim,
      (ii) the Third Party Claim involves only money damages and does not seek an
      injunction or other equitable relief, (iii) settlement of, or an adverse
      judgment with respect to, the Third Party Claim is not, in the good faith
      judgment of the Indemnified Party, likely to establish a precedential custom
      of
      practice adverse to the continuing business interests of the Indemnified Party,
      and (iv) the Indemnifying Party conducts the defense of the Third Party Claim
      actively and diligently.

     

    (c) In
      the
      event one party hereunder should have a claim for indemnification that does
      not
      involve a Third Party Claim, the party seeking indemnification shall promptly
      send notice of such claim to the other party. If the latter disputes such claim,
      such dispute shall be resolved by agreement of the parties or by arbitration
      pursuant hereto. 

     

    10.4. Method
      and Manner of Paying Claims; Set-Off.
      Subject
      to the Indemnifying Party’s right pursuant to Section 10.3 to defend, negotiate,
      compromise and settle a Third Party Claim, the amount of any claim shall be
      paid
      by the Indemnifying Party forthwith on demand, provided that so long as neither
      of the Conversion Right or the Put Right has been exercised by Seller and Seller
      still holds the Buyer Shares, any claims by Buyer shall first be paid by the
      forfeiture of the Buyer Shares such that one (1) Buyer Share shall be forfeited
      and returned to Buyer for each One Thousand and 00/100 Dollars ($1,000) of
      the
      amount of any claim. For purposes of determining the number of Buyer Shares
      to
      be forfeited pursuant to this Section 10.4, the amount of any claim for
      indemnification by Buyer shall be rounded to the nearest thousand. The unpaid
      balance of a claim shall bear interest at ten percent (10%) per annum from
      the
      date it is determined conclusively and finally that the Indemnifying Party
      is
      liable for any claim for indemnification hereunder.

     

    
      
         

      

      
        30

        
          

        

      

      
         

      

    

    10.5. Adverse
      Consequences.
      For
      purposes of this Agreement, “Adverse Consequences” means all actions, suits,
      proceedings, hearings, investigations, charges, complaints, claims, demands,
      injunctions, judgments, orders, decrees, rulings, damages, dues, penalties,
      fines, costs, amounts paid in settlement, liabilities, obligations, taxes,
      liens, losses, expenses, and fees, including court costs and reasonable
      attorneys’ fees and expenses.

     

    10.6. Limits
      On Indemnification.
      No
      amount shall be payable by any Indemnifying Party pursuant to this Agreement,
      unless the aggregate amount of Adverse Consequences subject to indemnification
      under Section 10.1 or 10.2 above, as the case may be, exceeds One Hundred
      Thousand and 00/100 Dollars ($100,000), at which point the Indemnified Party
      shall be entitled to all indemnification amounts accrued up to such threshold.
      Notwithstanding anything to the contrary in this Agreement, the maximum amount
      of indemnifiable Adverse Consequences which may be recovered by Buyer from
      Seller under this Article 10 shall be an amount equal to Eight Million One
      Hundred Thousand and 00/100 Dollars ($8,100,000). 

     

    
      	
              ARTICLE
                11.

            	
              MISCELLANEOUS

            


    

     

    11.1. Further
      Assurances.
      Seller
      shall from time to time after the Closing at the request of Buyer and without
      further consideration, execute and deliver such further instruments of transfer
      and assignment and take such other actions as Buyer may reasonably request
      to
      transfer more effectively and assign to or vest in Buyer the Shares, including,
      without limitation, any actions necessary to transfer any Employee Plans to
      Buyer by a trustee to trustee transfer or otherwise. If Seller is the owner
      of
      any tangible or intangible asset utilized by the Target Corporations in the
      Business, Seller shall, upon request of Buyer, convey such asset to Buyer or
      Buyer’s designee for no additional consideration, but not including policies of
      insurance or the Great Plains accounting software. Buyer shall not acquire
      the
      interest of Seller in $350,000 of cash collateral securing a letter of credit
      issued for the benefit of CC. 

     

    11.2. Notices.
      All
      notices hereunder shall be deemed to have been given when delivered in person
      or, if mailed, when sent by registered or certified mail, postage prepaid,
      addressed to any party at its address set forth below or at any other address
      identified in writing to the other parties hereto:

     

    


    
      	
            	To
              Seller:	
              MobilePro
                Corp.

            


    

    6701
      Democracy Boulevard

    Suite
      202

    Bethesda,
      Maryland 20817

    Attn:
      Jay
      O. Wright, Chairman

    
       

      
        
           

        

        
          31

          
            

          

        

        
           

        

      

      
 

      
        	
              	With
                Copy To:	
                Ernest
                  M. Stern, Esq.

              



    

    Seyfarth
      Shaw LLP

    815
      Connecticut Avenue, NW

    Suite
      500

    Washington,
      D.C. 20006

    
      
        


        
          	
                	To Buyer:	United Systems Access,
                  Inc.



      

    

    5
      Bragdon
      Lane

    Kennebunk,
      Maine 04043

    Attn:
      L.
      William Fogg, CEO

    
      
        


        
          	
                	With
                  Copy To:	Benjamin E. Marcus,
                  Esq.



      

    

    Drummond
      Woodsum

    245
      Commercial Street

    P.O.
      Box
      9781

    Portland,
      ME 04104-5081

     

    


    11.3. Captions.
      The
      captions hereunder are for the convenience of the parties and shall not control
      or affect the interpretation or construction of this Agreement.

     

    11.4. Controlling
      Law.
      This
      Agreement shall be construed governed by and construed in accordance with the
      laws of the State of Maine and shall be construed without regard to any
      presumption or other rule requiring the construction of an agreement against
      the
      draftsman thereof.

     

    11.5. Entire
      Agreement.
      This
      Agreement and the agreements, documents, schedules and exhibits referred to
      herein constitute the entire agreement of the parties with respect to the
      transactions contemplated hereby and supersede all other agreements between
      the
      parties, whether written or oral. This Agreement may not be amended, except
      in a
      writing signed by each of the parties hereto.

     

    11.6. Binding
      Effect.
      This
      Agreement shall inure to the benefit of and bind the parties hereto and their
      respective heirs, executors, administrators, successors and
      assigns.

     

    11.7. No
      Assignment or Amendment.
      Neither
      this Agreement nor any rights of either party hereunder may be assigned without
      obtaining the prior written consent of the other party hereto. This Agreement
      may not be amended and the terms hereof shall not otherwise be modified except
      by an instrument in writing signed by the parties hereto.

     

    11.8. Expenses
      and Fees.
      Except
      as provided in Section 9.2, each party shall pay its respective costs, expenses
      and legal fees in connection with this Agreement and the transactions
      contemplated hereby.

     

    11.9. Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original but all of which together shall constitute one and the same
      instrument.

     

    
      
         

      

      
        32

        
          

        

      

      
         

      

    

    11.10. Arbitration.
       Any
      dispute, controversy or claim arising out of or relating to this Agreement
      shall
      be conclusively settled by arbitration in Boston, Massachusetts in accordance
      with rules of the American Arbitration Association and judgment upon the award
      obtained in such arbitration may be rendered in any court having jurisdiction
      thereof, and such determination shall not be subject to judicial review. The
      parties shall endeavor in good faith to select an arbitrator/mediator within
      ten
      (10) business days of the occurrence of any event giving rise to arbitration
      hereunder (an “Event”). If the parties are unable to so agree, the Seller and
      the Buyer each shall select an arbitrator within fifteen (15) business days
      of
      the Event (or, if a party fails to make a choice, such arbitrator shall be
      selected by the American Arbitration Association on behalf of such party) and
      the two arbitrators so selected shall select a third arbitrator within twenty
      (20) business days of the occurrence of the Event to hear and resolve the
      dispute. Any
      arbitrator or arbitrators shall conduct an arbitration within sixty (60) days
      of
      the date the final arbitrator is appointed and shall render a decision resolving
      the dispute within thirty (30) days of the arbitration, and the parties agree
      to
      abide by the decision of any single arbitrator or by a decision of a majority
      of
      any three arbitrators appointed as aforesaid and any such decision (and, if
      applicable, the allocation of fees and expenses) shall be binding,
      non-reviewable and non-appealable, and may be entered as a final judgment in
      any
      court having jurisdiction. Each
      party shall pay the costs and expenses of its own arbitrator and the parties
      shall share equally the costs and expenses of the arbitrator they select jointly
      or which may be selected by their respective arbitrators in accordance with
      the
      foregoing procedures.

     

    
      
         

      

      
        33

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have duly caused this Agreement to be executed as of the day
      and
      year first above written.

     

     

    


    
      	
              WITNESS:

            	
              BUYER

               

              UNITED
                SYSTEMS ACCESS, INC.

               

               

            
	
              ___________________________

            	
              By:_____________________________

              L.
                William Fogg, Chief Executive Officer

               

               

               

               

            
	 	
              SELLER

               

              MOBILEPRO
                CORP.

               

               

            
	
              ___________________________

            	
              By:
                ________________________________

               

              Its:
                ________________________________

               

            


    

    


     

    
      
         

      

      
        34

        
          

        

      

      
         

      

    

    SCHEDULES
      AND EXHIBITS

    


    

      
        	
                Exhibits

              	 
	 	 
	
                Exhibit
                  A

              	
                Irrevocable
                  Proxy

              
	
                Exhibit
                  B

              	
                Registration
                  Rights Agreement

              
	
                Exhibit
                  C

              	
                Collateral
                  Release Agreement

              
	
                Exhibit
                  D

              	
                Management
                  Agreement

              
	
                Exhibit
                  E

              	
                Noncompetition
                  Agreements

              
	 	 
	
                Schedules

              	 
	 	 
	
                Schedule
                  1.18

              	
                Key
                  Employees

              
	
                Schedule
                  3.1

              	
                Foreign
                  Jurisdictions; Directors and Officers

              
	
                Schedule
                  3.2

              	
                Capitalization

              
	
                Schedule
                  3.3

              	
                Options,
                  Warrants and Calls

              
	
                Schedule
                  3.4

              	
                Title
                  to Shares

              
	
                Schedule
                  3.5

              	
                Subsidiaries

              
	
                Schedule
                  3.6

              	
                Organizational
                  Documents

              
	
                Schedule
                  3.8

              	
                Approvals

              
	
                Schedule
                  3.9

              	
                Consents

              
	
                Schedule
                  3.10

              	
                Financial
                  Statements

              
	
                Schedule
                  3.11

              	
                Undisclosed
                  Liabilities

              
	
                Schedule
                  3.12

              	
                Material
                  Changes

              
	
                Schedule
                  3.13

              	
                Real
                  Estate; Leases

              
	
                Schedule
                  3.14

              	
                Accounts
                  Receivable

              
	
                Schedule
                  3.15

              	
                Personal
                  Property

              
	
                Schedule
                  3.16

              	
                Intellectual
                  Property

              
	
                Schedule
                  3.17

              	
                Liens

              
	
                Schedule
                  3.18

              	
                Liabilities

              
	
                Schedule
                  3.20

              	
                Contracts

              
	
                Schedule
                  3.23

              	
                Litigation

              
	
                Schedule
                  3.24

              	
                Employees

              
	
                Schedule
                  3.26

              	
                Other
                  Employee Benefit Plans

              
	
                Schedule
                  3.27

              	
                Licenses
                  and Permits

              
	
                Schedule
                  3.29

              	
                Insurance

              
	
                Schedule
                  3.30

              	
                Banks

              
	
                Schedule
                  4.5

              	
                Buyer’s
                  Capitalization

              
	
                Schedule
                  4.6

              	
                Buyer’s
                  Financial Information

              
	
                Schedule
                  4.7

              	
                Buyer’s
                  Undisclosed Liabilities

              
	
                Schedule
                  4.8

              	
                Buyer’s
                  Material Changes 

              


      

    

     

    
      
         

      

      
        35