EXHIBIT 2.2
                            SHARE EXCHANGE AGREEMENT
                                       AND
                             PLAN OF REORGANIZATION

                                      among


                             ACHIEVE NETWORKS, INC.
                              a Nevada corporation


                                   ("Company")

                                       and


             MARK S. ROBERTS, SHERRI JOHNSON, STEVEN B. HOLMES, RAY
                         HARMON AND DGN SECURITIES, INC.

                                ("Shareholders")


                                       and


                           PIPELINE TECHNOLOGIES, INC.
                             a Colorado corporation

                                    ("Buyer")


                            As of September 27 , 2001


<PAGE>

                            SHARE EXCHANGE AGREEMENT


                                TABLE OF CONTENTS


1.  PURCHASE, SALE  AND EXCHANGE OF SHARES...................................2

2.  PURCHASE PRICE - PAYMENT.................................................2
    2.1   Purchase Price.....................................................2
    2.2   Payment of Purchase Price..........................................3
    2.3   Buyer's Option to Restructure as Triangular Merger
            If Unfavorable Tax Consequences..................................3

3.  JOINT AND SEVERAL REPRESENTATIONS AND WARRANTIES
    OF COMPANY AND SHAREHOLDERS..............................................3
    3.1   Corporate..........................................................3
    3.2   Shareholders.......................................................4
    3.3   No Violation.......................................................5
    3.4   Financial Statements and Payables..................................5
    3.5   Tax Matters........................................................6
    3.6   Accounts Receivable................................................7
    3.7   Absence of Certain Changes.........................................7
    3.8   Absence of Undisclosed Liabilities.................................9
    3.9   No Litigation......................................................9
    3.10  Compliance With Laws and Orders....................................9
    3.11  Title to and Condition of Properties..............................10
    3.12  Insurance.........................................................11
    3.13  Contracts and Commitments.........................................12
    3.14  Labor Matters.....................................................13
    3.15  Employee Benefit Plans............................................14
    3.16  Employment Compensation...........................................16
    3.17  Trade Rights......................................................17
    3.18  Major Customers and Suppliers.....................................17
    3.19  Bank Accounts.....................................................18
    3.20  Affiliates' Relationships to Company..............................18
    3.21  Assets Necessary to Business......................................18
    3.22  No Brokers or Finders.............................................18
    3.23  Technology Matters................................................19
    3.24  Company Compliance With Securities Laws...........................19
    3.25  Shareholders Access To Information Concerning Buyer...............19
    3.26  Suitability.......................................................20
    3.27  Investment Purpose................................................20
    3.28  Disclosure........................................................20

4.  REPRESENTATIONS AND WARRANTIES OF BUYER.................................21
    4.1   Corporate.........................................................21
    4.2   Authority.........................................................21

<PAGE>


    4.3   No Brokers or Finders.............................................21
    4.4   Disclosure........................................................21
    4.5   Investment Intent.................................................22
    4.6   Exchange Shares...................................................22
    4.7   SEC Reports and Financial Statements..............................22
    4.8   Absence of Certain Changes or Events..............................22

5.  COVENANTS...............................................................23
    5.1   Confidentiality and Noncompetition Agreement......................23
    5.2   Noncompetition; Confidentiality...................................23
    5.3   General Releases..................................................24
    5.4   Shareholders' Resignations........................................25
    5.5   Appointment of Buyer's Nominees to the Company's
            Board of Directors..............................................25
    5.6   Access to Information and Records.................................25
    5.7   Conduct of Business Pending the Closing...........................25
    5.8   Consents..........................................................27
    5.9   Other Action......................................................27
    5.10  Buyer's Subsequent Offer to Company Shareholders
            for Exchange....................................................27
    5.11  Buyer's Registration of Buyer's Shares Issued to
            Shareholders....................................................28
    5.12  Prohibition on Buyer Issuing Stock for Less than
            $1.50 per Share for One Year Following Closing..................28
    5.13  Company's Employment of Mr. Roberts Following
            Closing.........................................................28
    5.14  Disclosure Schedule...............................................28

6.  CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS.............................29
    6.1   Representations and Warranties True of the
            Closing Date....................................................29
    6.2   Compliance With Agreement.........................................29
    6.3   Absence of Litigation.............................................29
    6.4   Consents and Approvals............................................29
    6.5   Estoppel Certificates.............................................29
    6.6   Appointment of Buyer's Nominees to Company's Board
            of Directors....................................................30
    6.7   Due Diligence Investigation.......................................30

7.  CONDITIONS PRECEDENT TO SHAREHOLDERS' OBLIGATIONS.......................30
    7.1   Representations and Warranties True on the
          Closing Date......................................................30
    7.2   Compliance With Agreement.........................................30
    7.3   Absence of Litigation.............................................30
    7.4   Minimum Average Trading Price for Buyer's Shares..................30

8.  INDEMNIFICATION.........................................................31
    8.1   By Shareholders...................................................31
    8.2   By Buyer..........................................................31
    8.3   Indemnification of Third-Party Claims.............................31
    8.4   Payment...........................................................32

9.  CLOSING.................................................................33
    9.1   Documents to be Delivered by Company and
            Shareholders....................................................34

                                      -ii-
<PAGE>


    9.2   Documents to be Delivered by Buyer................................35

10. TERMINATION.............................................................35
    10.1  Right of Termination Without Breach...............................35
    10.2  Termination for Breach............................................36

11. BUYER'S POST-CLOSING OBLIGATIONS TO PROVIDE CERTAIN
    LOANS AND ADVANCES TO COMPANY...........................................37
    11.1  Buyer's Loans and Advances to Company.............................37
    11.2  Conditions for Loans and Advances.................................37
    11.3  Repayment of Loans by Providing VOiP Services.....................38

12. COMPANY TO PROVIDE VOiP SERVICES TO BUYER AT ACTUAL COST................38
    12.1  The Company to Provide VOiP Services to Buyer at
            Actual Cost.....................................................38
    12.2  Cost of Services..................................................38
    12.3  Minimum Purchases.................................................39
    12.4  Termination of Company's Obligation To Provide
            VOiP To Company.................................................39
    12.5  Waiver Of Conflict Of Intent......................................39
    12.6  Acknowledgement With Regard To Independent
            Creditor-Debtor Relationships Between Buyer And
            Company.........................................................39
    12.7  Buyer's Obligation to Use Good Faith Business
            Judgment to Operate Company Successfully........................40

13. RESOLUTION OF DISPUTES..................................................40
    13.1  Arbitration.......................................................40
    13.2  Arbitrators.......................................................40
    13.3  Procedures; No Appeal.............................................40
    13.4  Authority.........................................................41
    13.5  Entry of Judgment.................................................41
    13.6  Confidentiality...................................................41
    13.7  Continued Performance.............................................41
    13.8  Tolling...........................................................41

14. MISCELLANEOUS...........................................................41
    14.1  Disclosure Schedule...............................................41
    14.2  Further Assurance.................................................42
    14.3  Disclosures and Announcements.....................................42
    14.4  Assignment; Parties in Interest...................................42
    14.5  Law Governing Agreement...........................................42
    14.6  Amendment and Modification........................................42
    14.7  Notice............................................................43
    14.8  Expenses..........................................................45
    1.2   Shareholders' Agent; Power of Attorney............................46
    1.3   Entire Agreement..................................................47
    1.4   Counterparts......................................................47
    1.5   Headings..........................................................47
    1.6   Glossary of Terms.................................................47

                                      -iii-
<PAGE>



Disclosure Schedule
Schedule 3.1(d)            -        Foreign Corporation Qualification
Schedule 3.1(e)            -        Subsidiaries
Schedule 3.1(g)            -        Shareholder List
Schedule 3.3               -        Violation, Conflict, Default
Schedule 3.4               -        Financial Statements
Schedule 3.5(b)            -        Tax Returns (Exceptions to Representations)
Schedule 3.5(c)            -        Tax Audits
Schedule 3.5(d)            -        Consolidated Tax Returns
Schedule 3.5(e)            -        Tax, Other
Schedule 3.6               -        Accounts Receivable (Aged Schedule)
Schedule 3.7               -        Certain Changes
Schedule 3.8               -        Off-Balance Sheet Liabilities
Schedule 3.9               -        Litigation Matters
Schedule 3.10(a)           -        Non-Compliance with Laws
Schedule 3.10(a)(iii)      -        Licenses and Permits
Schedule 3.11              -        Liens
Schedule 3.11(c)           -        Owned Real Property
Schedule 3.12              -        Insurance
Schedule 3.13(a)           -        Real Property Leases
Schedule 3.13(b)           -        Personal Property Leases
Schedule 3.13(g)           -        Collective Bargaining Agreements
Schedule 3.13(h)           -        Loan Agreements, etc.
Schedule 3.13(i)           -        Guarantees
Schedule 3.13(l)           -        Material Contracts
Schedule 3.14              -        Labor Matters
Schedule 3.15(a)           -        Employee Plans/Agreements
Schedule 3.16              -        Employment Compensation
Schedule 3.17              -        Trade Rights
Schedule 3.18(a)           -        Major Customers
Schedule 3.18(b)           -        Major Suppliers
Schedule 3.18(c)           -        Dealers and Distributors
Schedule 3.19              -        Bank Accounts
Schedule 3.20(a)           -        Contracts with Affiliates
Schedule 3.20(c)           -        Obligations of and to Affiliates

                                      -iv-
<PAGE>


                            SHARE EXCHANGE AGREEMENT
                                       AND
                             PLAN OF REORGANIZATION


     SHARE  EXCHANGE  AGREEMENT AND PLAN OF  REORGANIZATION  (this  "Agreement")
dated as of September  27, 2001,  by and among  PIPELINE  TECHNOLOGIES,  INC., a
Colorado  corporation  ("Buyer"),  ACHIEVE NETWORKS,  INC., a Nevada corporation
("Company"),  MARK S. ROBERTS,  SHERRI JOHNSON, STEVEN B. HOLMES, RAY HARMON AND
DGN  SECURITIES,  INC.  (individually  "Shareholder"  and together,  jointly and
severally,   the   "Shareholders"),   and  MARK  S.   ROBERTS,   as  agent  (the
"Shareholders' Agent").

                               FACTUAL BACKGROUND

     A. The  Company is engaged  in the  business  of  providing  long  distance
telephone and  telecommunication  services  over the  Internet.  The Company has
developed  and  presently  owns and  operates  a voice  over  internet  protocol
("VoIP") network,  including the hardware and software necessary to provide VoIP
to customers. (the "Business").

     B. The Company has had  difficulty  attracting  customers for its services.
The Company presently does not have sufficient  revenue to support operations as
a going  concern,  and has been  unable to obtain  additional  financing  in the
present, challenging capital market environment.

     C. The Buyer also engages in the VoIP business.  The Buyer has enjoyed more
success attracting  customers.  The Buyer  subcontracts,  from time to time, for
actual VoIP transmission  services.  The Buyer's common stock is publicly traded
on the NASDAQ Bulletin Board.

     D. The Buyer is  willing  to  acquire  not less  than 81% of the  Company's
outstanding  common  stock in order that  Buyer may  consolidate  the  Company's
results for financial  reporting and federal  income tax purposes.  The Buyer is
willing to exchange 3.0 million of the Buyer's  common shares with the Company's
shareholders, pro rata, for 100% of the Company's outstanding shares.

     E. The  Shareholders  collectively own  approximately  81% of the Company's
outstanding  common stock. The Shareholders are willing to exchange their shares
of the Company to Buyer  pursuant to the terms and  conditions of the Agreement.
The  parties  intend  that the  transaction  be treated  as a  "stock-for-stock"
tax-free reorganization pursuant to Section 368(a)(1)(B) of the Internal Revenue
Code, to the extent possible.

     F. The Buyer  intends to offer the other  shareholders  of the  Company the
voluntary  opportunity,  after Closing,  to exchange their shares of the Company
for  shares  of the  Buyer  on the same  economic  terms.  However,  there is no
assurance  that  such a  transaction  could be  consummated  because  it must be
registered  pursuant  to  the  Securities  Act  of  1933  and  applicable  state
securities laws.

<PAGE>


     G. The Buyer presently intends to provide certain loans and advances to the
Company,  which can be repaid by the  Company by  providing  the Buyer with VoIP
transmission  services on a  subcontract  basis,  at a price per minute equal to
approximately the Company's out-of-pocket direct cost of providing such services
plus a mark-up of 20%,  which shall in no event  exceed  prevailing  market bulk
rates.  Although  these  loans  and  advances  are  believed  by  the  Company's
management  to be  essential  in order for the Company to meet its present  cash
flow requirements,  there is no assurance that these loans will be sufficient to
sustain the Company as a viable going concern.

     H.  The  transactions   contemplated  by  this  Agreement,   including  the
Shareholders' sale and exchange of their Company shares to the Buyer in exchange
for Buyer's shares, the Buyer's loans to the Company and the election of Buyer's
nominees to the Company's Board of Directors at Closing,  have been  unanimously
approved by the Company's Board of Directors.

     I. The Shareholders  desire to designate Mark S. Roberts as their agent and
attorney-in-fact  with the authority to act on their behalf in  connection  with
certain acts regarding the sale and exchange of their shares to Buyer.

                             Plan of Reorganization
                             ----------------------

     This Plan of Reorganization shall be a reorganization within the meaning of
Section  368(a)(1)(B)  by  application of Section  368(a)(2)(D)  of the Internal
Revenue Code of 1986, as amended.

     NOW  THEREFORE,  in  consideration  of the  foregoing  and  the  respective
representations,  warranties,  covenants,  agreements and conditions hereinafter
set forth, and intending to be legally bound hereby, the parties hereto agree as
follows.

1.   PURCHASE, SALE AND EXCHANGE OF SHARES

     Subject to the terms and conditions of this Agreement,  on the Closing Date
(as  hereinafter  defined)  Shareholders  shall  sell to Buyer and  Buyer  shall
purchase from Shareholders 21,060,000 shares of common stock, $0.01 par value of
the Company (the  "Shares"),  together with all the  Shareholders'  other right,
title and interest in and to any equity or ownership of the Company, if any.

2.   PURCHASE PRICE - PAYMENT

     2.1  Purchase Price.
          --------------

     The purchase price (the "Purchase  Price")  payable for the Shares shall be
2,430,000 common shares, par value $0.001, of the Buyer (the "Exchange Shares"),
for pro rata  distribution  among the  Shareholders  in  accordance  with  their
respective  ownership  of Shares as set forth in  Schedule  3.1(g).  The parties
acknowledge  that this exchange  ratio is based upon Buyer's  desire to exchange
3.0  million  of  Buyer's  common  shares  for all stock of all  classes  of the
Company, on a pro rata basis.

                                       -2-
<PAGE>


     2.2  Payment of Purchase Price.
          -------------------------

     At the Closing,  Buyer shall deliver the Exchange Shares,  which constitute
the Purchase Price, to the Shareholders.

     2.3  Buyer's Option to Restructure as Triangular Merger If Unfavorable
          ------------------------------------------------------------------
          Tax Consequences.
           ---------------

     Based  on  Company's  and  Shareholders'   representations  and  warranties
contained in this  Agreement,  Buyer believes the  transactions  contemplated by
this  Agreement  should  qualify as  "stock-for-stock"  tax-free  reorganization
pursuant to Section  368(a)(1)(B)  of the Internal  Revenue  Code.  If the Buyer
concludes that, due to the Company's  capital structure or other facts, that the
proposed  structure as a share exchange does not appear to qualify as a tax-free
reorganization,   Buyer  may   require,   by  written   notice  to  Company  and
Shareholders,  that the transaction be  restructured  as a triangular  merger or
similar  structure in order to improve the prospects of qualifying as a tax-free
reorganization,  in which case the  Company and  Shareholders  agree to take all
steps reasonably  requested by Buyer to accomplish such  alternative  structure,
including  without  limitation,  holding a shareholders'  meeting to vote on the
merger and  voting  their  shares in favor of the  merger.  Notwithstanding  the
foregoing,  nothing will require  Buyer to  restructure  this  transaction.  The
parties  agree that the Buyer has not provided  any tax  planning  advice to the
Company or Shareholders  and each party is relying on its own  professional  tax
advisors.

3.   JOINT  AND  SEVERAL   REPRESENTATIONS   AND   WARRANTIES   OF  COMPANY  AND
     SHAREHOLDERS

     Company  and  Shareholders,  jointly  and  severally,  make  the  following
representations  and  warranties to Buyer,  each of which is true and correct on
the date  hereof,  shall  remain true and correct to and  including  the Closing
Date, shall be unaffected by any  investigation  heretofore or hereafter made by
Buyer,  or any  knowledge of Buyer other than as  specifically  disclosed in the
Disclosure  Schedule to be  delivered  to Buyer within five days of execution of
this Agreement,  and shall survive the Closing of the transactions  provided for
herein.  Regardless of the  foregoing,  the  representations  and warranties set
forth in Section 3.2 are made  severally  by each  Shareholder,  with respect to
such Shareholder only.

     3.1  Corporate.
          ---------

          3.1(a) Organization.  Company is a corporation duly organized, validly
     existing and in good standing under the laws of the State of Nevada.

          3.1(b) Corporate Power.  Company has all requisite corporate power and
     authority  to own,  operate  and lease its  properties  and to carry on its
     business  as and where  such is now  being  conducted,  and to enter  into,
     execute and deliver this  Agreement and the other  agreements,  instruments
     and documents  contemplated hereby (such other documents sometimes referred
     to  herein as  "Ancillary  Documents")  and to carry  out the  transactions
     contemplated hereby

                                       -3-
<PAGE>


          3.1(c) Authorization. The execution and delivery of this Agreement and
     the Ancillary  Instruments and the full performance  thereunder,  have been
     duly authorized by the unanimous affirmative vote of the Board of Directors
     of the Company and no other or further  corporate act  (including,  without
     limitation any shareholder vote or act) is necessary therefore.

          3.1(d)  Qualification.  Company is duly  licensed or  qualified  to do
     business  as a  foreign  corporation,  and is in  good  standing,  in  each
     jurisdiction wherein the character of the properties owned or leased by it,
     or the  nature of its  business,  makes  such  licensing  or  qualification
     necessary.  The states in which  Company is  licensed  or  qualified  to do
     business are listed in Schedule 3.1(d).

          3.1(e)  Subsidiaries.  Company  does  not  own  any  interest  in  any
     corporation, partnership or other entity.

          3.1(f)  Corporate  Documents,  etc.  The  copies  of the  Articles  of
     Incorporation and Bylaws of the Company,  including any amendments thereto,
     which have been delivered by  Shareholders  to Buyer are true,  correct and
     complete copies of such  instruments as presently in effect.  The corporate
     minute book and stock records of the Company  which have been  furnished to
     Buyer for inspection are true,  correct and complete and accurately reflect
     all  material  corporate  action taken by the Company.  The  directors  and
     officers of the Company are listed in Schedule 3.1(f).

          3.1(g)  Capitalization of the Company. The authorized capital stock of
     the Company  consists  entirely of 50,000,000  shares of common stock,  par
     value $0.001 per share and 10,000,000  shares of preferred stock, par value
     $0.01 per share.  A total of 26,000,000  shares of common stock and 520,000
     shares of  preferred  stock of the  Company are issued or  outstanding,  of
     which 21,060,000  shares of common stock of the Company are owned of record
     and  beneficially by  Shareholders  in the respective  numbers set forth in
     Schedule  3.1(g).  No  other  securities  of  the  Company  are  issued  or
     outstanding as of the date hereof.  All such shares of capital stock of the
     Company are validly issued, fully paid and nonassessable.  There are no (a)
     securities  convertible  into  or  exchangeable  for  any of the  Company's
     capital stock or other securities, (b) options, warrants or other rights to
     purchase or subscribe to capital  stock or other  securities of the Company
     or securities  which are convertible into or exchangeable for capital stock
     or  other  securities  of  the  Company,  or  (c)  contracts,  commitments,
     agreements,  understandings  or  arrangements  of any kind  relating to the
     issuance,  sale or transfer of any capital stock or other equity securities
     of the Company, any such convertible or exchangeable securities or any such
     options,  warrants  or other  rights  other  than the rights  described  in
     Schedule 3.1(g) hereof.

     3.2  Shareholders.
          ------------

          3.2(a)  Power.  Each  Shareholder  has full  power,  legal  right  and
     authority to enter into,  execute and deliver this  Agreement and the other
     agreements,  instruments  and  documents  contemplated  hereby  (such other
     documents sometimes referred to herein as "Ancillary Instruments"),  and to
     carry out the transactions contemplated hereby.

                                       -4-
<PAGE>


          3.2(b) Authorization. The execution and delivery of this Agreement and
     the Ancillary Instruments,  and full performance thereunder, have been duly
     authorized by the respective  boards of directors and the  shareholders  of
     each Shareholder which is a corporation,  and no other or further corporate
     act on the part of any such Shareholder is necessary therefor.

          3.2(c) Validity. This Agreement has been duly and validly executed and
     delivered by each Shareholder and is, and when executed and delivered, each
     Ancillary  Instrument will be, the legal,  valid and binding  obligation of
     such Shareholder,  enforceable in accordance with its terms, except as such
     may be  limited by  bankruptcy,  insolvency,  reorganization  or other laws
     affecting creditors' rights generally, and by general equitable principles.

          3.2(d) Title. Each Shareholder has, and at Closing Buyer will receive,
     good and  marketable  title to the  Shares  to be sold by such  Shareholder
     hereunder,  free and clear of all Liens (as  defined  in  Section  3.11(a))
     including,  without  limitation,  voting  trusts  or  agreements,  proxies,
     marital or community property interests.

     3.3  No Violation.
          ------------

     Except as set forth on Schedule 3.3,  neither the execution and delivery of
this Agreement or the Ancillary  Instruments nor the consummation by Company and
Shareholders  of the  transactions  contemplated  hereby  and  thereby  (a) will
violate any statute, law, ordinance, rule or regulation  (collectively,  "Laws")
or  any  order,  writ,  injunction,  judgment,  plan  or  decree  (collectively,
"Orders")  of any court,  arbitrator,  department,  commission,  board,  bureau,
agency,  authority,  instrumentality  or other  body,  whether  federal,  state,
municipal,  foreign or other  (collectively,  "Government  Entities"),  (b) will
require any authorization,  consent,  approval,  exemption or other action by or
notice  to any  Government  Entity  (including,  without  limitation,  under any
"plant-closing"  or similar  law),  or (c)  subject to  obtaining  the  consents
referred to in Schedule  3.3,  will violate or conflict  with,  or  constitute a
default  (or an event  which,  with  notice  or lapse  of time,  or both,  would
constitute a default) under, or will result in the termination of, or accelerate
the  performance  required by, or result in the creation of any Lien upon any of
the  assets of Company  (or the  Shares)  under,  any term or  provision  of the
Articles of Incorporation  or Bylaws of Company or of any contract,  commitment,
understanding, arrangement, agreement or restriction of any kind or character to
which  Company  or  any  Shareholder  is a  party  or by  which  Company  or any
Shareholder  or any of its  or  their  assets  or  properties  may be  bound  or
affected.

     3.4  Financial Statements and Payables.
          ---------------------------------

          3.4(a) Financial Statements.  Included as Schedule 3.4(a) are true and
     complete  copies of the financial  statements of Company  consisting of (i)
     unaudited  balance  sheets of Company as of June 30, 2001,  and the related
     statements of income and cash flows for the two years (or portions  thereof
     during which the Company has been in existence)  then ended  (including the
     notes contained therein or annexed thereto),  and (ii) an unaudited balance
     sheet of Company as of August 31, 2001 (the "Recent  Balance  Sheet"),  and
     the  related  unaudited  statements  of income  and cash  flows for the two

                                       -5-
<PAGE>


     months  then  ended and for the  corresponding  period  of the  prior  year
     (including the notes and schedules  contained  therein or annexed thereto).
     All of  such  financial  statements  (including  all  notes  and  schedules
     contained therein or annexed thereto) are true, complete and accurate, have
     been  prepared in  accordance  with the books and  records of Company,  and
     fairly present, the assets, liabilities and financial position, the results
     of  operations  and cash flows of Company as of the dates and for the years
     and periods indicated.

          3.4(b)  Aging of Payables.  Included as Schedule  3.4(b) is a true and
     complete list of the Company's  accounts payable aging, as of September 30,
     2001,  including  the  amount  owed by the  Company to every  creditor  and
     vendor,  and  the  portion  of such  payables  which  is less  than 30 days
     outstanding,  the portion of such payables  which is between 31 and 60 days
     outstanding,  between 61 and 90 days  outstanding  and the  portion of such
     payables  which  is more  than 90 days  outstanding,  and a note  regarding
     whether any portion or all of such  payables  is in dispute,  contested  or
     contingent.

     3.5 Tax Matters.
         ------------

          3.5(a) Provision For Taxes. The provision made for taxes on the Recent
     Balance Sheet is sufficient for the payment of all federal, state, foreign,
     county,  local and other income, ad valorem,  excise,  profits,  franchise,
     occupation,  property, payroll, withholding,  FICA, FUTA, sales, use, gross
     receipts and other taxes (and any interest and penalties) and  assessments,
     whether or not  disputed,  at the date of the Recent  Balance Sheet and for
     all years and periods prior  thereto.  Since the date of the Recent Balance
     Sheet,  Company has not incurred any taxes other than taxes incurred in the
     ordinary  course  of  business  consistent  in type and  amount  with  past
     practices of Company.

          3.5(b) Tax Returns Filed.  Except as set forth on Schedule 3.5(b), all
     federal, state, foreign, county, local and other tax returns required to be
     filed by or on behalf of Company have been timely filed and when filed were
     true and  correct  in all  material  respects,  and the taxes  shown as due
     thereon were paid or adequately  accrued.  True and complete  copies of all
     tax  returns or  reports  filed by Company  have been  delivered  to Buyer.
     Company  has duly  withheld  and paid all  taxes  which it is  required  to
     withhold  and pay relating to salaries  and other  compensation  heretofore
     paid to the employees of Company.

          3.5(c) Tax Audits. The federal and state income tax returns of Company
     have been audited by the Internal  Revenue  Service and  appropriate  state
     taxing  authorities for the periods and to the extent set forth in Schedule
     3.5(c),  and Company has not received from the Internal  Revenue Service or
     from the tax authorities of any state,  county, local or other jurisdiction
     any notice of underpayment of taxes or other  deficiency which has not been
     paid nor any objection to any return or report filed by Company.  There are
     outstanding  no  agreements or waivers  extending  the statutory  period of
     limitations applicable to any tax return or report.

          3.5(d)  Consolidated  Group.  Schedule 3.5(d) lists every year Company
     was  a  member  of  an  affiliated  group  of  corporations  that  filed  a
     consolidated  tax return on which the statute of limitations does not bar a

                                       -6-
<PAGE>


     federal tax  assessment,  and each  corporation  that has been part of such
     group.  No  affiliated  group of  corporations  of which Company has been a
     member has discontinued  filing  consolidated  returns during the past five
     years.

          3.5(e) Other. Except as set forth in Schedule 3.5(e), since January 1,
     2000,  Company has not (i) filed any  consent or  agreement  under  Section
     341(f) of the Internal Revenue Code of 1986, as amended (the "Code"),  (ii)
     applied for any tax ruling, (iii) entered into a closing agreement with any
     taxing  authority,  (iv) filed an election  under Section 338(g) or Section
     338(h)(10) of the Code (nor has a deemed  election  under Section 338(e) of
     the Code occurred),  (v) made any payments, or been a party to an agreement
     (including this Agreement) that under any  circumstances  could obligate it
     to make payments that will not be deductible because of Section 280G of the
     Code, or (vi) been a party to any tax allocation or tax sharing  agreement.
     The Company is not a "United States real property  holding  company" within
     the meaning of Section 897 of the Code.

     3.6  Accounts Receivable.
          -------------------

     All accounts  receivable of Company  reflected on the Recent Balance Sheet,
and as  incurred  in the  normal  course of  business  since  the date  thereof,
represent  arm's length sales actually made in the ordinary  course of business;
are  collectible  (net of the  reserve  shown on the  Recent  Balance  Sheet for
doubtful  accounts) in the ordinary course of business  without the necessity of
commencing legal proceedings;  are subject to no counterclaim or setoff; and are
not in dispute.  Schedule 3.6 contains an aged  schedule of accounts  receivable
included in the Recent Balance Sheet.

     3.7  Absence of Certain Changes.
          --------------------------

     Except as and to the extent set forth in  Schedule 3.7,  since the  date of
the Recent Balance Sheet there has not been:

          3.7(a)  No  Adverse  Change.  Any  adverse  change  in  the  financial
     condition,  assets,  liabilities,  business,  prospects  or  operations  of
     Company;

          3.7(b) No Damage. Any loss, damage or destruction,  whether covered by
     insurance or not, affecting Company's business or properties;

          3.7(c) No Increase in Compensation.  Any increase in the compensation,
     salaries or wages payable or to become  payable to any employee or agent of
     Company (including,  without limitation, any increase or change pursuant to
     any  bonus,   pension,   profit  sharing,   retirement  or  other  plan  or
     commitment),  or any  bonus  or other  employee  benefit  granted,  made or
     accrued;

          3.7(d) No Labor Disputes. Any labor dispute or disturbance, other than
     routine  individual  grievances  which are not  material  to the  business,
     financial condition or results of operations of Company.

                                       -7-
<PAGE>


          3.7(e) No  Commitments.  Any  commitment  or  transaction  by  Company
     (including, without limitation, any borrowing or capital expenditure) other
     than in the ordinary course of business consistent with past practice;

          3.7(f) No Dividends. Any declaration, setting aside, or payment of any
     dividend or any other  distribution in respect of Company's  capital stock;
     any  redemption,  purchase or other  acquisition  by Company of any capital
     stock of Company, or any security relating thereto; or any other payment to
     any shareholder of Company as such a shareholder;

          3.7(g) No Disposition of Property.  Any sale,  lease or other transfer
     or disposition of any properties or assets of Company,  except for the sale
     of inventory items in the ordinary course of business;

          3.7(h) No Indebtedness.  Any indebtedness for borrowed money incurred,
     assumed  or  guaranteed  by  Company  except  for  advances  from  Buyer in
     accordance with the terms of an agreement dated August 24, 2001;

          3.7(i) No Liens. Any mortgage, pledge, lien or encumbrance made on any
     of the properties or assets of Company;

          3.7(j) No Amendment of  Contracts.  Any  entering  into,  amendment or
     termination  by Company of any contract,  or any waiver of material  rights
     thereunder, other than in the ordinary course of business;

          3.7(k) Loans and Advances. Any loan or advance (other than advances to
     employees in the ordinary  course of business for travel and  entertainment
     in accordance with past practice) to any person including,  but not limited
     to, any Affiliate  (for purposes of this  Agreement,  the term  "Affiliate"
     shall mean and include all Shareholders, directors and officers of Company;
     any owner of more than 1% of the Company's  common stock, the spouse of any
     such  person;  any person who would be the heir or  descendant  of any such
     person  if he or she were not  living;  and any  entity in which any of the
     foregoing has a direct or indirect  interest,  except through  ownership of
     less than 5% of the outstanding  shares of any entity whose  securities are
     listed  on a  national  securities  exchange  or  traded  in  the  national
     over-the-counter market);

          3.7(l)  Credit.  Any grant of credit to any customer or distributor on
     terms or in amounts more  favorable  than those which have been extended to
     such customer or  distributor in the past, any other change in the terms of
     any credit heretofore  extended,  or any other change of Company's policies
     or practices with respect to the granting of credit; or

          3.7(m) No Unusual  Events.  Any other  event or  condition  not in the
     ordinary course of business of Company.

                                       -8-
<PAGE>


     3.8  Absence of Undisclosed Liabilities.
          ----------------------------------

     Except as and to the extent  specifically  disclosed in the Recent  Balance
Sheet, or in Schedule 3.8, Company does not have any liabilities, commitments or
obligations (secured or unsecured,  and whether accrued,  absolute,  contingent,
direct,   indirect  or  otherwise),   other  than  commercial   liabilities  and
obligations  incurred since the date of the Recent Balance Sheet in the ordinary
course of business and  consistent  with past  practice and none of which has or
will have a material  adverse  effect on the  business,  financial  condition or
results of operations of Company.  Except as and to the extent  described in the
Recent Balance Sheet or in Schedule 3.8, neither Company nor any Shareholder has
knowledge of any basis for the  assertion  against  Company of any liability and
there are no  circumstances,  conditions,  happenings,  events or  arrangements,
contractual or otherwise, which may give rise to liabilities,  except commercial
liabilities  and  obligations  incurred  in the  ordinary  course  of  Company's
business and consistent with past practice.

     3.9  No Litigation.
          -------------

     Except as set forth in Schedule 3.9 there is no action, suit,  arbitration,
proceeding,  investigation or inquiry, whether civil, criminal or administrative
("Litigation")  pending or threatened  against  Company,  its directors (in such
capacity),  its  business  or  any  of  its  assets,  nor  does  Company  or any
Shareholder  know,  or have  grounds to know,  of any basis for any  Litigation.
Schedule  3.9 also  identifies  all  Litigation  to which  Company or any of its
directors  (in such  capacity)  have ever been  parties.  Except as set forth in
Schedule 3.9, neither Company nor its business or assets is subject to any Order
of any Government Entity.

     3.10 Compliance With Laws and Orders.
          -------------------------------

          3.10(a) Compliance.  Except as set forth in Schedule 3.10(a),  Company
     (including  each  and  all of its  operations,  practices,  properties  and
     assets) is in compliance  with all applicable  Laws and Orders,  including,
     without  limitation,  those  applicable to  discrimination  in  employment,
     occupational safety and health,  trade practices,  competition and pricing,
     product warranties, zoning, building and sanitation, employment, retirement
     and labor  relations,  product  advertising and the  Environmental  Laws as
     hereinafter defined.  Except as set forth in Schedule 3.10(a),  Company has
     not  received  notice of any  violation  or  alleged  violation  of, and is
     subject to no Liability  for past or  continuing  violation of, any Laws or
     Orders.  All reports and returns  required to be filed by Company  with any
     Government  Entity have been filed,  and were  accurate and  complete  when
     filed. Without limiting the generality of the foregoing:

               (i) The  operation of Company's  business as it is now  conducted
          does not, nor does any condition existing at any of the Facilities, in
          any manner  constitute a nuisance or other tortious  interference with
          the  rights of any  person or persons in such a manner as to give rise
          to or constitute  the grounds for a suit,  action,  claim or demand by
          any such person or persons seeking  compensation or damages or seeking
          to restrain, enjoin or otherwise prohibit any aspect of the conduct of
          such business or the manner in which it is now conducted.

                                       -9-
<PAGE>


               (ii) Company has made all required  payments to its  unemployment
          compensation  reserve  accounts  with  the  appropriate   governmental
          departments  of the  states  where it is  required  to  maintain  such
          accounts, and each of such accounts has a positive balance.

               (iii)  Company has  delivered  to Buyer  copies of all reports of
          Company  for the past  five  (5)  years  required  under  the  federal
          Occupational Safety and Health Act of 1970, as amended,  and under all
          other  applicable   health  and  safety  laws  and  regulations.   The
          deficiencies, if any, noted on such reports have been corrected.

          3.10(b)  Licenses  and  Permits.  To the  best  of the  Company's  and
     Shareholders'  knowledge,  Company has all  licenses,  permits,  approvals,
     authorizations   and   consents  of  all   Government   Entities   and  all
     certification  organizations  required  for the conduct of the business (as
     presently  conducted and as proposed to be conducted)  and operation of the
     Facilities.  All such  licenses,  permits,  approvals,  authorizations  and
     consents  are  described  in Schedule  3.10(a)(iii),  are in full force and
     effect and will not be affected or made subject to loss,  limitation or any
     obligation to reapply as a result of the transactions  contemplated hereby.
     Except  as set  forth in  Schedule  3.10(a)(iii),  Company  (including  its
     operations,  properties and assets) is and has been in compliance  with all
     such permits and licenses, approvals, authorizations and consents.

     3.11 Title to and Condition of Properties.
          -------------------------------------

          3.11(a) Marketable Title. Company has good and marketable title to all
     of  Company's   assets,   business  and  properties,   including,   without
     limitation,  all such properties (tangible and intangible) reflected in the
     Recent  Balance  Sheet,  except for  inventory  disposed of in the ordinary
     course of business since the date of such Recent  Balance  Sheet,  free and
     clear of all mortgages, liens, (statutory or otherwise) security interests,
     claims, pledges, licenses,  equities, options, conditional sales contracts,
     assessments,  levies,  easements,  covenants,  reservations,  restrictions,
     rights-of-way,  exceptions,  limitations,  charges or  encumbrances  of any
     nature  whatsoever  (collectively,   "Liens")  except  those  described  in
     Schedule  3.11 and, in the case of real  property,  Liens for taxes not yet
     due or which are being  contested in good faith by appropriate  proceedings
     (and which have been sufficiently accrued or reserved against in the Recent
     Balance  Sheet),  municipal and zoning  ordinances and easements for public
     utilities,  none  of  which  interfere  with  the  use of the  property  as
     currently  utilized.  None of Company's assets,  business or properties are
     subject to any restrictions  with respect to the  transferability  thereof;
     and the  Company's  title  thereto  will not be  affected in any way by the
     transactions contemplated hereby.

          3.11(b)  Condition.  All  property  and assets  owned or  utilized  by
     Company are in good operating  condition and repair,  free from any defects
     (except such minor defects as do not interfere  with the use thereof in the
     conduct  of  the  normal  operations  of  Company),  have  been  maintained
     consistent  with the standards  generally  followed in the industry and are
     sufficient  to carry on the  business  of Company as  conducted  during the
     preceding 12 months.  All buildings,  plants and other  structures owned or

                                      -10-
<PAGE>


     otherwise  utilized by Company are in good condition and repair and have no
     structural defects or defects affecting the plumbing, electrical, sewerage,
     or heating, ventilating or air conditioning systems.

          3.11(c) Real Property.  Schedule 3.11(c)  sets forth all real property
     used or occupied by Company (the "Real Property").


          3.11(d) No  Condemnation or  Expropriation.  Neither the whole nor any
     portion of the  property  or any other  assets of Company is subject to any
     Order to be sold or is being condemned,  expropriated or otherwise taken by
     any Government Entity with or without payment of compensation therefor, nor
     to  the  best  of  Company's  and  Shareholders'  knowledge  has  any  such
     condemnation, expropriation or taking been proposed.

     3.12 Insurance.
          ---------

     Set forth in Schedule 3.12 is a complete and accurate list and  description
of all policies of fire,  liability,  product liability,  workers  compensation,
health and other forms of  insurance  presently  in effect  with  respect to the
business  and  properties  of  Company,  true and  correct  copies of which have
heretofore been delivered to Buyer. Schedule 3.12 includes,  without limitation,
the carrier, the description of coverage,  the limits of coverage,  retention or
deductible amounts,  amount of annual premiums,  date of expiration and the date
through which premiums have been paid with respect to each such policy,  and any
pending  claims in excess of $10,000.  All such policies are valid,  outstanding
and  enforceable  policies and provide  insurance  coverage for the  properties,
assets and operations of Company,  of the kinds,  in the amounts and against the
risks customarily  maintained by organizations  similarly situated;  and no such
policy (nor any previous  policy)  provides  for or is subject to any  currently
enforceable retroactive rate or premium adjustment,  loss sharing arrangement or
other actual or contingent  liability  arising wholly or partially out of events
arising  prior to the date hereof.  Schedule  3.12  indicates  each policy as to
which (a) the coverage limit has been reached or (b) the total  incurred  losses
to date equal 75% or more of the coverage  limit.  No notice of  cancellation or
termination  has been  received  with  respect to any such  policy,  and neither
Company  nor any  Shareholder  has  knowledge  of any act or omission of Company
which could result in  cancellation  of any such policy  prior to its  scheduled
expiration date.  Company has not been refused any insurance with respect to any
aspect of the  operations  of the business nor has its coverage  been limited by
any insurance carrier to which it has applied for insurance or with which it has
carried insurance during the last three years.  Company has duly and timely made
all claims it has been  entitled to make under each policy of  insurance.  Since
January  1,  2000,  all  products   liability  and  general  liability  policies
maintained by or for the benefit of Company have been "occurrence"  policies and
not "claims made" policies.  There is no claim by Company pending under any such
policies as to which  coverage  has been  questioned,  denied or disputed by the
underwriters of such policies,  and neither Company nor any of the  Shareholders
knows of any basis for denial of any claim  under any such  policy.  Company has
not  received  any  written  notice from or on behalf of any  insurance  carrier
issuing  any such  policy  that  insurance  rates  therefor  will  hereafter  be
substantially  increased  (except  to the  extent  that  insurance  rates may be
increased for all similarly  situated  risks) or that there will  hereafter be a
cancellation or an increase in a deductible (or an increase in premiums in order
to maintain an existing  deductible)  or  nonrenewal  of any such  policy.  Such
policies are sufficient in all material  respects for compliance by Company with
all requirements of law and with the  requirements of all material  contracts to
which Company is a party.

                                      -11-
<PAGE>


     3.13 Contracts and Commitments.
          --------------------------

          3.13(a) Real Property Leases. Except as set forth in Schedule 3.11(c),
     Company has no leases of real property.

          3.13(b)  Personal  Property  Leases.  Except as set forth in  Schedule
     3.13(b), Company has no leases of personal property involving consideration
     or other  expenditure in excess of $10,000 or involving  performance over a
     period of more than three (3) months.

          3.13(c) Purchase Commitments.  Company has no purchase commitments for
     inventory items or supplies that, together with amounts on hand, constitute
     in excess of three (3) months  normal  usage,  or which are at an excessive
     price.

          3.13(d)  Sales   Commitments.   Company  has  no  sales  contracts  or
     commitments  to  customers  or  distributors  which  aggregate in excess of
     $25,000  to any  one  customer  or  distributor  (or  group  of  affiliated
     customers or  distributors).  Company has no sales contracts or commitments
     except those made in the ordinary course of business,  at arm's length, and
     no such contracts or  commitments  are for a sales price which would result
     in a loss to the Company.

          3.13(e)  Contracts With Affiliates and Certain Others.  Company has no
     agreement, understanding, contract or commitment (written or oral) with any
     Affiliate  or any  employee,  agent,  consultant,  distributor,  dealer  or
     franchisee  that is not  cancelable by Company on notice of not longer than
     30 days  without  liability,  penalty  or  premium  of any  nature  or kind
     whatsoever.

          3.13(f)  Powers  of  Attorney.  The  Company  has not given a power of
     attorney,  which is currently in effect, to any person, firm or corporation
     for any purpose whatsoever.

          3.13(g)  Collective  Bargaining  Agreements.  Except  as set  forth in
     Schedule  3.13(g),  Company  is not a party  to any  collective  bargaining
     agreements with any unions,  guilds,  shop  committees or other  collective
     bargaining  groups.  Copies of all such  agreements  have  heretofore  been
     delivered to Buyer.

          3.13(h)  Loan  Agreements.  Except as set forth in  Schedule  3.13(h),
     Company is not obligated under any loan agreement,  promissory note, letter
     of credit,  or other evidence of indebtedness as a signatory,  guarantor or
     otherwise.

          3.13(i) Guarantees.  Except as disclosed on Schedule 3.13(i),  Company
     has not  guaranteed  the  payment or  performance  of any  person,  firm or
     corporation,  agreed  to  indemnify  any  person  or  act as a  surety,  or
     otherwise  agreed  to  be  contingently  or  secondarily   liable  for  the
     obligations of any person.

                                      -12-
<PAGE>


          3.13(j) Contracts Subject to Renegotiation.  Company is not a party to
     any contract with any governmental body which is subject to renegotiation.

          3.13(k) Burdensome or Restrictive  Agreements.  Company is not a party
     to nor is it bound by any agreement,  deed, lease or other instrument which
     is so  burdensome  as to  materially  affect or  impair  the  operation  of
     Company. Without limiting the generality of the foregoing, Company is not a
     party to nor is it bound by any agreement  requiring  Company to assign any
     interest in any trade secret or proprietary information,  or prohibiting or
     restricting  Company from competing in any business or geographical area or
     soliciting  customers  or  otherwise  restricting  it from  carrying on its
     business anywhere in the world.

          3.13(l) Other Material  Contracts.  Company has no lease,  contract or
     commitment of any nature involving  consideration  or other  expenditure in
     excess of  $10,000,  or  involving  performance  over a period of more than
     three  (3)  months,  or which is  otherwise  individually  material  to the
     operations of Company,  except as explicitly  described in Schedule 3.13(l)
     or in any other Schedule.

          3.13(m)  No  Default.  Company  is not in  default  under  any  lease,
     contract  or  commitment,  nor has any  event or  omission  occurred  which
     through  the  passage  of time or the  giving  of  notice,  or both,  would
     constitute  a  default  thereunder  or  cause  the  acceleration  of any of
     Company's  obligations  or result in the creation of any Lien on any of the
     assets  owned,  used or occupied  by Company.  No third party is in default
     under any lease,  contract or commitment  to which Company is a party,  nor
     has any event or omission  occurred  which,  through the passage of time or
     the giving of notice,  or both,  would  constitute a default  thereunder or
     give  rise to an  automatic  termination,  or the  right  of  discretionary
     termination, thereof.

     3.14 Labor Matters.
          -------------

     Except as set forth in Schedule  3.14,  within the last five years  Company
has not experienced any labor disputes,  union organization attempts or any work
stoppage due to labor  disagreements in connection with its business.  Except to
the extent set forth in Schedule  3.14,  (a) Company is in  compliance  with all
applicable  laws  respecting  employment  and  employment  practices,  terms and
conditions of employment  and wages and hours,  and is not engaged in any unfair
labor  practice;  (b)  there is no unfair  labor  practice  charge or  complaint
against  Company pending or threatened;  (c) there is no labor strike,  dispute,
request for representation,  slowdown or stoppage actually pending or threatened
against or affecting  Company nor any secondary boycott with respect to products
of Company;  (d) no  question  concerning  representation  has been raised or is
threatened  respecting  the employees of Company;  (e) no grievance  which might
have a  material  adverse  effect on  Company,  nor any  arbitration  proceeding
arising out of or under collective bargaining agreements, is pending and no such
claim  therefor  exists;  and (f) there are no  administrative  charges or court
complaints against Company concerning alleged employment discrimination or other
employment   related  matters  pending  or  threatened  before  the  U.S.  Equal
Employment Opportunity Commission or any Government Entity.

                                      -13-
<PAGE>


     3.15 Employee Benefit Plans.
          -----------------------

          3.15(a) Disclosure.  Schedule 3.15(a) sets forth all pension,  thrift,
     savings,  profit  sharing,  retirement,  incentive  bonus or  other  bonus,
     medical,  dental,  life,  accident  insurance,  benefit,  employee welfare,
     disability,   group  insurance,   stock  purchase,   stock  option,   stock
     appreciation,    stock   bonus,   executive   or   deferred   compensation,
     hospitalization  and  other  similar  fringe  or  employee  benefit  plans,
     programs and  arrangements,  and any  employment or  consulting  contracts,
     "golden parachutes," collective bargaining agreements, severance agreements
     or  plans,  vacation  and sick  leave  plans,  programs,  arrangements  and
     policies,  including,  without limitation, all "employee benefit plans" (as
     defined in Section 3(3) of the Employee  Retirement  Income Security Act of
     1974,  as amended  ("ERISA")),  all  employee  manuals,  and all written or
     binding oral statements of policies,  practices or understandings  relating
     to employment, which are provided to, for the benefit of, or relate to, any
     persons ("Company  Employees")  employed by Company. The items described in
     the foregoing  sentence are hereinafter  sometimes referred to collectively
     as  "Employee  Plans/Agreements,"  and each  individually  as an  "Employee
     Plan/Agreement."   True   and   correct   copies   of  all   the   Employee
     Plans/Agreements,  including all amendments  thereto,  have heretofore been
     provided to Buyer. No Employee Plan/Agreement is a "multiemployer plan" (as
     defined in Section 4001 of ERISA),  and Company has never  contributed  nor
     been obligated to contribute to any such multiemployer plan.

          3.15(b)  Terminations,  Proceedings,  Penalties,  etc. With respect to
     each employee benefit plan  (including,  without  limitation,  the Employee
     Plans/Agreements)  that is subject to the  provisions  of Title IV of ERISA
     and with respect to which the Company or any of its assets may, directly or
     indirectly,  be subject to any Liability,  contingent or otherwise,  or the
     imposition  of any Lien  (whether  by reason  of the  complete  or  partial
     termination  of any such  plan,  the funded  status of any such  plan,  any
     "complete  withdrawal"  (as  defined in Section  4203 of ERISA) or "partial
     withdrawal"  (as  defined in Section  4205 of ERISA) by any person from any
     such plan, or otherwise):

               (i) no such plan has been  terminated so as to subject,  directly
          or indirectly,  any assets of Company to any liability,  contingent or
          otherwise, or the imposition of any lien under Title IV of ERISA;

               (ii) no proceeding has been initiated or threatened by any person
          (including  the Pension  Benefit  Guaranty  Corporation  ("PBGC"))  to
          terminate any such plan;

               (iii) no  condition  or event  currently  exists or  currently is
          expected  to occur that could  subject,  directly or  indirectly,  any
          assets of Company to any  liability,  contingent or otherwise,  or the
          imposition of any lien under Title IV of ERISA, whether to the PBGC or
          to any other person or otherwise on account of the  termination of any
          such plan;

                                      -14-
<PAGE>


               (iv) if any such plan  were to be  terminated  as of the  Closing
          Date, no assets of Company would be subject,  directly or  indirectly,
          to any  liability,  contingent or otherwise,  or the imposition of any
          lien under Title IV of ERISA;

               (v) no  "reportable  event" (as defined in Section 4043 of ERISA)
          has occurred with respect to any such plan;

               (vi) no such plan which is  subject  to  Section  302 of ERISA or
          Section  412  of  the  Code  has  incurred  any  "accumulated  funding
          deficiency" (as defined in Section 302 of ERISA and Section 412 of the
          Code, respectively), whether or not waived; and

               (vii) no such plan is a multiemployer plan or a plan described in
          Section 4064 of ERISA.

          3.15(c) Prohibited  Transactions,  etc. There have been no "prohibited
     transactions"  within the meaning of Section 406 or 407 of ERISA or Section
     4975 of the Code for which a statutory or administrative exemption does not
     exist with respect to any Employee Plan/Agreement, and no event or omission
     has occurred in  connection  with which the Company or any of its assets or
     any Employee  Plan/Agreement,  directly or indirectly,  could be subject to
     any liability under ERISA, the Code or any other Law or Order applicable to
     any Employee  Plan/Agreement,  or under any agreement,  instrument,  Law or
     Order  pursuant to or under which  Company  has agreed to  indemnify  or is
     required to indemnify any person against liability  incurred under any such
     Law or Order.

          3.15(d)  Full  Funding.   The  funds  available  under  each  Employee
     Plan/Agreement  which is  intended  to be a funded  plan exceed the amounts
     required to be paid, or which would be required to be paid if such Employee
     Plan/Agreement  were terminated,  on account of rights vested or accrued as
     of the Closing Date (using the actuarial  methods and assumptions then used
     by Company's  actuaries  in  connection  with the funding of such  Employee
     Plan/Agreement).

          3.15(e) Controlled Group;  Affiliated Service Group; Leased Employees.
     Company  is not and  never  has  been a  member  of a  controlled  group of
     corporations  as defined in Section 414(b) of the Code or in common control
     with any  unincorporated  trade or business  as  determined  under  Section
     414(c)  of the  Code.  Company  is not and  never  has been a member  of an
     "affiliated  service  group"  within the  meaning of Section  414(m) of the
     Code.  There are not and never  have been any leased  employees  within the
     meaning of Section 414(n) of the Code who perform services for Company, and
     no individuals are expected to become leased  employees with the passage of
     time.

          3.15(f)  Payments  and  Compliance.  With  respect  to  each  Employee
     Plan/Agreement,  (i) all  payments  due from Company to date have been made
     and all amounts  properly  accrued to date as  liabilities of Company which
     have not been paid have been properly  recorded on the books of Company and
     are reflected in the Recent Balance Sheet;  (ii) Company has complied with,
     and each such  Employee  Plan/Agreement  conforms in form and operation to,

                                      -15-
<PAGE>


     all applicable laws and regulations, including but not limited to ERISA and
     the Code, in all respects and all reports and information  relating to such
     Employee  Plan/Agreement  required to be filed with any governmental entity
     have been timely filed; (iii) all reports and information  relating to each
     such  Employee  Plan/Agreement  required  to be  disclosed  or  provided to
     participants or their beneficiaries have been timely disclosed or provided;
     (iv) each such Employee  Plan/Agreement  which is intended to qualify under
     Section 401 of the Code has received a favorable  determination letter from
     the  Internal  Revenue  Service  with  respect to such  qualification,  its
     related trust has been  determined to be exempt from taxation under Section
     501(a) of the Code,  and nothing has occurred since the date of such letter
     that has or is likely to adversely affect such  qualification or exemption;
     (iv) there are no actions,  suits or claims  pending  (other  than  routine
     claims  for  benefits)  or   threatened   with  respect  to  such  Employee
     Plan/Agreement or against the assets of such Employee  Plan/Agreement;  and
     (v)  no  Employee  Plan/Agreement  is  a  plan  which  is  established  and
     maintained   outside  the  United  States  primarily  for  the  benefit  of
     individuals substantially all of whom are nonresident aliens.

          3.15(g) Post-Retirement  Benefits. No Employee Plan/Agreement provides
     benefits, including, without limitation, death or medical benefits (whether
     or not insured) with respect to current or former Company  employees beyond
     their  retirement or other  termination  of service other than (i) coverage
     mandated by applicable  law, (ii) death or  retirement  benefits  under any
     Employee  Plan/Agreement  that is an employee  pension benefit plan,  (iii)
     deferred  compensation  benefits  accrued  as  liabilities  on the books of
     Company  (including the Recent Balance  Sheet),  (iv)  disability  benefits
     under any Employee Plan/ Agreement that is an employee welfare benefit plan
     and which have been fully  provided  for by  insurance  or otherwise or (v)
     benefits in the nature of severance pay.

          3.15(h)  No  Triggering  of  Obligations.   The  consummation  of  the
     transactions  contemplated  by this  Agreement  will  not (i)  entitle  any
     current  or former  employee  of  Company to  severance  pay,  unemployment
     compensation  or any other  payment,  except as expressly  provided in this
     Agreement,  (ii) accelerate the time of payment or vesting, or increase the
     amount of compensation due to any such employee or former employee or (iii)
     result in any prohibited  transaction  described in Section 406 of ERISA or
     Section 4975 of the Code for which an exemption is not available.

          3.15(i) Future  Commitments.  Company has no announced plan or legally
     binding commitment to create any additional Employee Plans/Agreements or to
     amend or modify any existing Employee Plan/Agreement.

     3.16 Employment Compensation.
          ------------------------

     Schedule  3.16  contains a true and correct  list of all  employees to whom
Company is paying compensation,  including bonuses and incentives,  at an annual
rate in excess of Twenty-five  Thousand Dollars  ($25,000) for services rendered
or otherwise;  and in the case of salaried  employees  such list  identifies the
current annual rate of compensation  for each employee and in the case of hourly
or commission  employees  identifies  certain reasonable ranges of rates and the
number of employees falling within each such range.

                                      -16-
<PAGE>


     3.17 Trade Rights.
          -------------

     Schedule  3.17 lists all Trade Rights (as defined  below) in which  Company
now  has  any  interest,   specifying  whether  such  Trade  Rights  are  owned,
controlled,  used or held (under  license or  otherwise)  by  Company,  and also
indicating which of such Trade Rights are registered.  All Trade Rights shown as
registered  in  Schedule  3.17  have  been  properly  registered,   all  pending
registrations  and  applications  have  been  properly  made and  filed  and all
annuity,  maintenance,  renewal  and other fees  relating  to  registrations  or
applications are current.  In order to conduct the business of Company,  as such
is  currently  being  conducted  or proposed to be  conducted,  Company does not
require  any  Trade  Rights  that it  does  not  already  have.  Company  is not
infringing and has not infringed any Trade Rights of another in the operation of
the business of Company,  nor is any other person infringing the Trade Rights of
Company. Company has not granted any license or made any assignment of any Trade
Right  listed on Schedule  3.17,  nor does  Company pay any  royalties  or other
consideration  for the right to use any  Trade  Rights  of  others.  There is no
Litigation  pending  or  threatened  to  challenge  Company's  right,  title and
interest  with respect to its  continued  use and right to preclude  others from
using any Trade  Rights of  Company.  All Trade  Rights of  Company  are  valid,
enforceable  and in good  standing,  and  there  are no  equitable  defenses  to
enforcement  based on any act or omission of Company.  The  consummation  of the
transactions contemplated hereby will not alter or impair any Trade Rights owned
or used by  Company.  As used  herein,  the term "Trade  Rights"  shall mean and
include: (i) all trademark rights,  business  identifiers,  trade dress, service
marks,  trade names and brand names, all registrations  thereof and applications
therefor and all goodwill  associated  with the foregoing;  (ii) all copyrights,
copyright  registrations  and  copyright  applications,  and  all  other  rights
associated with the foregoing and the underlying works of authorship;  (iii) all
patents  and  patent  applications,  and all  international  proprietary  rights
associated  therewith;  (iv) all  contracts  or  agreements  granting any right,
title, license or privilege under the intellectual  property rights of any third
party;  (v) all inventions,  mask works and mask work  registrations,  know-how,
discoveries,  improvements,  designs,  trade secrets,  shop and royalty  rights,
employee  covenants  and  agreements   respecting   intellectual   property  and
non-competition  and all  other  types of  intellectual  property;  and (vi) all
claims for infringement or breach of any of the foregoing.

     3.18 Major Customers and Suppliers.
          ------------------------------

          3.18(a) Major  Customers.  Schedule 3.18(a) contains a list of the ten
     largest customers,  including distributors,  of Company for each of the two
     (2) most  recent  quarters  (determined  on the basis of the  total  dollar
     amount of net sales)  showing the total dollar  amount of net sales to each
     such customer  during each such year.  Neither  Company nor any Shareholder
     has any knowledge or  information  of any facts  indicating,  nor any other
     reason to believe,  that any of the  customers  listed on Schedule  3.18(a)
     will not  continue to be  customers  of the  business of Company  after the
     Closing at substantially the same level of purchases as heretofore.

                                      -17-
<PAGE>


          3.18(b) Major  Suppliers.  Schedule 3.18(b) contains a list of the ten
     largest  suppliers to Company for each of the two (2) most recent  quarters
     (determined  on the basis of the total dollar amount of purchases)  showing
     the total dollar amount of purchases  from each such  supplier  during each
     such  year.  Neither  Company  nor any  Shareholder  has any  knowledge  or
     information of any facts indicating,  nor any other reason to believe, that
     any of the  suppliers  listed on Schedule  3.18(b)  will not continue to be
     suppliers  to the  business  of  Company  after  the  Closing  and will not
     continue to supply the business  with  substantially  the same quantity and
     quality of goods at competitive prices.

          3.18(c) Dealers and Distributors.  Schedule 3.18(c) contains a list by
     product line of all sales representatives, dealers, resellers, distributors
     and  franchisees  of Company,  together with  representative  copies of all
     sales  representative,  dealer,  distributor  and  franchise  contracts and
     policy  statements,  and a description of all substantial  modifications or
     exceptions.

     3.19 Bank Accounts.
          -------------

     Schedule  3.19  sets  forth the names and  locations  of all  banks,  trust
companies,  savings and loan  associations  and other financial  institutions at
which the Company  maintains a safe deposit box, lock box or checking,  savings,
custodial  or other  account  of any  nature,  the type and  number of each such
account and the signatories therefore, a description of any compensating balance
arrangements,  and the names of all persons  authorized  to draw  thereon,  make
withdrawals therefrom or have access thereto.

     3.20 Affiliates' Relationships to Company.
          ------------------------------------

          3.20(a) Contracts With Affiliates.  All leases, contracts,  agreements
     or other  arrangements  between  Company and any Affiliate are described on
     Schedule 3.20(a).


          3.20(b) No Adverse Interests.  No Affiliate has any direct or indirect
     interest  in  (i)  any  entity  which  does  business  with  Company  or is
     competitive with Company's business,  or (ii) any property,  asset or right
     which is used by Company in the conduct of its business.

          3.20(c) Obligations.  All obligations of any Affiliate to Company, and
     all  obligations  of  Company  to any  Affiliate,  are  listed on  Schedule
     3.20(c).


     3.21 Assets Necessary to Business.
          ----------------------------

     Company  presently  has  and at the  Closing  will  have  good,  valid  and
marketable  title to all property and assets,  tangible and intangible,  and all
leases, licenses and other agreements, necessary to permit Buyer to carry on the
business of Company as presently conducted.

     3.22 No Brokers or Finders.
          ---------------------

     Neither Company nor any of its directors, officers, employees, Shareholders
or agents have  retained,  employed  or used any broker or finder in  connection
with the  transaction  provided for herein or in connection with the negotiation
thereof.

                                      -18-
<PAGE>


     3.23 Technology Matters.
          ------------------

          3.23(a)  Technology.  Company  owns or licenses  certain  hardware and
     software utilized and suitable for, among other things,  transmitting voice
     data and facilitating voice communications via VoIP (collectively  referred
     to  as  the  "Technology"),  and  which  is  more  specifically  described,
     including  whether the separate  components of the Technology is owned (the
     "Owned  Technology") or licensed (the "Licensed  Technology"),  on Schedule
     3.23(a).

          3.23(b)  Technology   Agreements.   All  licenses,   leases  or  other
     agreements  relating to Company's  ownership or right to use the Technology
     (the "Technology Agreements") are identified on Schedule 3.23(b).

          3.23(c)  Ownership/Authority.  Company is the sole and exclusive owner
     of the Owned  Technology.  Company  is a duly  authorized  licensee  of the
     Licensed  Technology.  Company has the right,  power and authority to enter
     into this  Agreement  without  violating the terms of any of the Technology
     Agreement.  Company  has  made  a  full  and  complete  disclosure  of  all
     information  required  under this  Agreement  to be  provided to Buyer with
     respect to the  Technology.  Company  does not need any other  licenses  or
     rights not already owned by Company that is necessary to use the Technology
     for facilitating  VoIP  communications  and  transmissions.  To the best of
     Company's  knowledge  and  Shareholder's   knowledge,   the  Technology  is
     sufficient   for   transmitting   voice   data   and   facilitating   voice
     communications using VoIP protocol. Company is not in default of any of the
     Technology Agreements,  and all Technology Agreements are in full force and
     effect for the term as provided therein. The Technology  Agreements and the
     other part(ies) to the Technology Agreements.

     3.24 Company Compliance With Securities Laws.
          ----------------------------------------

     Since  its  inception,  the  Company  has not  offered  or sold  any of its
securities except in compliance with all applicable federal and state securities
laws.  Without  limiting the foregoing,  all shares of capital stock sold by the
Company were sold in reliance on  exemptions  from  registration  for private or
limited  offerings  under the Securities  Act of 1933 and all  applicable  state
securities  laws and in compliance with all applicable  disclosure  requirements
under  federal and state law.  Attached as Schedule  3.25 is a true and complete
list of all  security  holders of the Company as of the date of this  Agreement,
containing the names and addresses of each security  holder of record,  the type
and  amount of  securities  held by each,  and  whether  each such  person is an
"accredited  investor," as defined in Rule 501(a) of the Securities and Exchange
Commission under the Securities Act of 1933.

     3.25 Shareholders Access To Information Concerning Buyer.
          ----------------------------------------------------

     Each Shareholder has read the periodic reports and other  information filed
by Buyer  with the  Securities  and  Exchange  Commission  under the  Securities
Exchange Act of 1934 (the "1934 Act  Reports").  Shareholder  and  Shareholder's
representatives  have  had full  access  to all  books,  records  and  documents
pertaining  to Buyer,  Buyer's  business and  Shareholder's  acquisition  of the
Exchange  Shares,  and all  materials  requested by  Shareholder  have been made

                                      -19-
<PAGE>


available or delivered to  Shareholder.  Shareholder  has had the opportunity to
ask questions  of, and receive  answers  from,  representatives  of Buyer and to
obtain  such  information,  to the extent  that  Buyer's  representatives  could
acquire such information without  unreasonable effort or expense, as Shareholder
deems  necessary  in  connection  with  the  transactions  contemplated  by this
Agreement.  Shareholder  has  relied  solely  upon  the  1934  Act  Reports  and
independent investigations made by Shareholder or Shareholder's  representatives
in entering  into this  Agreement.  Shareholder  is aware that an  investment in
Buyer  involves  significant  risks and has carefully  considered the investment
based on the 1934 Act Reports and such investigations.

     3.26 Suitability.
          -----------

     Each Shareholder is an "accredited  investor," as defined in Rule 501(a) of
the Securities and Exchange  Commission  under the Securities Act of 1933.  Each
Shareholder  has such  knowledge and  experience  in financial  affairs as to be
capable of evaluating the merits and risks of the  transactions  contemplated by
this Agreement.

     3.27 Investment Purpose.
          ------------------

     Each  Shareholder  understands  that the Exchange  Shares have not been and
will not be registered  under the Securities Act of 1933 or any state securities
laws in reliance on exemptions which are contingent,  among other things, on the
Exchange Shares being acquired for investment  only and not for  redistribution.
Each  Shareholder  represents  and  warrants  that the  Exchange  Shares will be
acquired solely for Shareholder's own account for investment and not for resale,
fractionalization  or  distribution.  Shareholder has no contract,  undertaking,
agreement or arrangement with any person to transfer the Exchange Shares, or any
part  thereof,  and  Shareholder  has no  present  plan to  enter  into any such
contract,  undertaking,  agreement  or  arrangement.  Shareholder  agrees not to
dispose of the Exchange  Shares or any interest  therein,  except in  compliance
with  the  Securities  Act of 1933 and all  applicable  state  securities  laws.
Shareholder understands that pursuant to Rule 144 of the Securities and Exchange
Commission  under  the  Securities  Act of 1933,  the  Exchange  Shares  must be
beneficially  owned  for at least one year  before  they may be sold in the open
market in reliance on Rule 144 and after such  one-year  period will continue to
be  subject  to  Rule  144's  other   requirements,   including  volume  limits.
Shareholder  understands  that the  certificates  evidencing the Exchange Shares
will bear legends referring to the transfer  restrictions  imposed by applicable
securities laws.

     3.28 Disclosure.
          ----------

     No  representation  or warranty by Company and/or the  Shareholders in this
Agreement, nor any statement, certificate,  schedule, document or exhibit hereto
furnished or to be furnished by or on behalf of Company or Shareholders pursuant
to this  Agreement  or in  connection  with  transactions  contemplated  hereby,
contains or shall  contain  any untrue  statement  of material  fact or omits or
shall omit a material fact  necessary to make the statements  contained  therein
not  misleading.  All statements and information  contained in any  certificate,
instrument, Disclosure Schedule or document delivered by or on behalf of Company
and/or  Shareholders  shall be  deemed  representations  and  warranties  by the
Company and the Shareholders.

                                      -20-


4.   REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer  makes  the   following   representations   and   warranties  to  the
Shareholders  and the  Company,  each of which is true and  correct  on the date
hereof,  shall remain true and correct to and including the Closing Date,  shall
be unaffected by any investigation  heretofore or hereafter made by Shareholders
or the Company or any notice to Shareholders  or the Company,  and shall survive
the Closing of the transactions provided for herein.

     4.1  Corporate.
          ----------

          4.1(a)  Organization.  Buyer is a corporation duly organized,  validly
     existing and in good standing under the laws of the State of Colorado.

          4.1(b)  Corporate  Power.  Buyer has all requisite  corporate power to
     enter into this  Agreement and the other  documents and  instruments  to be
     executed  and  delivered  by  Buyer  and  to  carry  out  the  transactions
     contemplated hereby and thereby.

     4.2  Authority.
          ----------

     The  execution and delivery of this  Agreement and the other  documents and
instruments  to be  executed  and  delivered  by Buyer  pursuant  hereto and the
consummation of the transactions  contemplated hereby and thereby have been duly
authorized  by the  Board of  Directors  of  Buyer.  No other  corporate  act or
proceeding  on the part of Buyer or its  shareholders  is necessary to authorize
this  Agreement  or the other  documents  and  instruments  to be  executed  and
delivered  by Buyer  pursuant  hereto or the  consummation  of the  transactions
contemplated hereby and thereby. This Agreement  constitutes,  and when executed
and delivered,  the other documents and instruments to be executed and delivered
by Buyer pursuant hereto will constitute, valid and binding agreements of Buyer,
enforceable in accordance  with their  respective  terms,  except as such may be
limited  by  bankruptcy,  insolvency,  reorganization  or other  laws  affecting
creditors' rights generally, and by general equitable principles.

     4.3  No Brokers or Finders.
          --------------------

     Neither Buyer nor any of its directors,  officers, employees or agents have
retained,  employed  or used  any  broker  or  finder  in  connection  with  the
transaction provided for herein or in connection with the negotiation thereof.

     4.4  Disclosure.
           ---------

     No  representation  or  warranty  by  Buyer  in  this  Agreement,  nor  any
statement, certificate,  schedule, document or exhibit hereto furnished or to be
furnished by or on behalf of Buyer  pursuant to this  Agreement or in connection
with  transactions  contemplated  hereby,  contains or shall  contain any untrue
statement of material fact or omits or shall omit a material  fact  necessary to
make the statements contained therein not misleading.

                                      -21-
<PAGE>


     4.5  Investment Intent.
          -----------------

     The Shares are being acquired by Buyer for investment only and not with the
view to resale or other distribution.

     4.6  Exchange Shares.
          ---------------

     The Exchange Shares, when issued in accordance with this Agreement, will be
duly and validly  issued,  fully paid, and  non-assessable,  and will be free of
restrictions  on  transfer  other  than  restrictions  on  transfer  under  this
Agreement and under applicable state and federal securities laws.  However,  the
Exchange  Shares are not  registered  and therefore  are subject to  substantial
restrictions.

     4.7  SEC Reports and Financial Statements.
          ------------------------------------

     Buyer has filed with the  Securities and Exchange  Commission  (the "SEC"),
and has heretofore made available to the  Shareholders  true and complete copies
of, all forms,  reports,  proxy statements,  and other documents  required to be
filed by it since June 1, 2001 under the  Securities  Exchange  Act of 1934,  as
amended (the "Exchange  Act") or the Securities Act (as such documents have been
amended  since  the  time  of  their  filing,   collectively,   the  "Buyer  SEC
Documents"). The Buyer SEC Documents, at the time filed, (a) did not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading and (b) complied
in all material respects with the applicable requirements of the Exchange Act or
the Securities Act, as the case may be. The consolidated financial statements of
Buyer  included  in the Buyer SEC  Documents  comply as to form in all  material
respects with applicable  accounting  requirements  and with the published rules
and  regulations  of the  SEC  with  respect  thereto,  have  been  prepared  in
accordance with GAAP during the period  involved  (except as may be indicated in
the notes thereto or, in the case of unaudited statements,  as permitted by Form
10-QSB of the SEC) and fairly  present  (subject,  in the case of the  unaudited
statements to normal year-end audit  adjustments)  in all material  respects the
consolidated financial position of Buyer and its consolidated subsidiaries as at
the  dates  thereof  and  financial  position  of  Buyer  and  its  consolidated
subsidiaries  as at the dates  thereof and set forth in the Buyer SEC  Documents
and except for the liabilities  and obligations  incurred in the ordinary course
of business consistent with past practice,  there are no material liabilities or
obligations  of any nature  required  by GAAP to be set forth on a  consolidated
balance  sheet of Buyer  and its  subsidiaries  or in the  notes  thereto  which
individually  or in the aggregate,  would have a material  adverse effect on the
financial condition or business of Buyer and its subsidiaries, on a consolidated
basis.

     4.8  Absence of Certain Changes or Events.
          ------------------------------------

     Except as  disclosed in the Buyer SEC  Documents  prior to the date hereof,
since  January  1, 2001 to the date  hereof,  there  has not been any  change or
development or combination of changes or developments,  which has had a material
adverse  effect  on the  financial  condition  or  business  of  Buyer  and  its
subsidiaries on a consolidated basis.

                                      -22-
<PAGE>


     4.9  Outstanding Shares of the Buyer.
          ------------------------------

     After the exchange of the Buyer's stock for the Company's  stock,  assuming
all 3,000,000 shares of the Buyer are issued,  the Buyer shall have no more than
fifteen million shares of common stock outstanding,  inclusive of the maximum of
3,000,000 shares that may be issued to the Company's shareholders.

5.   COVENANTS

     5.1  Confidentiality and Noncompetition Agreement.
          --------------------------------------------

     At the  Closing,  Shareholders  shall  cause to be  delivered  to Company a
Confidentiality and Noncompetition Agreement, duly executed by Mark Roberts with
terms and  conditions  as agreed upon  between  the Buyer and the  Shareholders'
Agent.

     5.2  Noncompetition; Confidentiality.
          -------------------------------

     Subject to the  Closing,  and as an  inducement  to Buyer to  execute  this
Agreement and complete the  transactions  contemplated  hereby,  and in order to
preserve the goodwill  associated  with the business of Company  being  acquired
pursuant to this  Agreement,  and in addition  to and not in  limitation  of any
covenants  contained in any agreement executed and delivered pursuant to Section
5.1 hereof, each Shareholder hereby covenants and agrees as follows:

          5.2(a)  Covenant  Not to  Compete.  For a period  of 3 years  from the
     Closing Date, no Shareholder will directly or indirectly:

               (i)  engage  in,  continue  in or  carry  on any  business  which
          competes  with  the  Business  or is  substantially  similar  thereto,
          including  owning  or  controlling  any  financial   interest  in  any
          corporation,  partnership, firm or other form of business organization
          which is so engaged;

               (ii) consult  with,  advise or assist in any way,  whether or not
          for  consideration,  any  corporation,   partnership,  firm  or  other
          business  organization which is now or becomes a competitor of Company
          or Buyer in any aspect with respect to the  Business,  including,  but
          not limited to, advertising or otherwise endorsing the products of any
          such  competitor;  soliciting  customers  or  otherwise  serving as an
          intermediary for any such  competitor;  loaning money or rendering any
          other  form of  financial  assistance  to or  engaging  in any form of
          business transaction on other than an arm's length basis with any such
          competitor;

               (iii) offer  employment  to an  employee of Company,  without the
          prior written consent of Buyer; or

               (iv) engage in any  practice the purpose of which is to evade the
          provisions  of this covenant not to compete or to commit any act which
          adversely affects the Business;

                                      -23-
<PAGE>


          provided, however, that the foregoing shall not prohibit the ownership
          of  securities  of  corporations   which  are  listed  on  a  national
          securities exchange or traded in the national  over-the-counter market
          in an amount  which shall not exceed 5% of the  outstanding  shares of
          any such  corporation.  The parties agree that the geographic scope of
          this  covenant  not to  compete  shall  extend  to every  state in the
          continental United States.  (Shareholder  acknowledges that due to the
          nature of the Company's long distance telephone business,  the Company
          does business in every state in the continental United States and that
          this  geographic  scope is reasonable and fair. The parties agree that
          Buyer may sell,  assign or  otherwise  transfer  this  covenant not to
          compete,  in whole or in part,  to any  person,  corporation,  firm or
          entity that  purchases all or part of the business of the Company.  In
          the  event a court  of  competent  jurisdiction  determines  that  the
          provisions of this covenant not to compete are excessively broad as to
          duration,  geographical scope or activity, it is expressly agreed that
          this  covenant not to compete shall be construed so that the remaining
          provisions  shall not be affected,  but shall remain in full force and
          effect,  and any such over broad provisions  shall be deemed,  without
          further  action on the part of any  person,  to be  modified,  amended
          and/or  limited,  but only to the extent  necessary to render the same
          valid and enforceable in such jurisdiction.

          5.2(b) Covenant of  Confidentiality.  No Shareholder shall at any time
     subsequent to the Closing, except as explicitly requested by Buyer, (i) use
     for any purpose,  (ii) disclose to any person, or (iii) keep or make copies
     of  documents,  tapes,  discs  or  programs  containing,  any  confidential
     information   concerning  Company.   For  purposes  hereof,   "confidential
     information" shall mean and include,  without limitation,  all Trade Rights
     in  which  Company  has  an  interest,  all  customer  lists  and  customer
     information,  and all other  information  concerning  Company's  processes,
     apparatus,  equipment,  packaging,  products,  marketing  and  distribution
     methods, not previously disclosed to the public directly by Company.

          5.2(c) Equitable Relief for Violations.  Each Shareholder  agrees that
     the provisions and restrictions contained in this Section 5.2 are necessary
     to protect the  legitimate  continuing  interests of Buyer in acquiring the
     Shares, and that any violation or breach of these provisions will result in
     irreparable  injury to Buyer for which a remedy at law would be  inadequate
     and that,  in addition to any relief at law which may be available to Buyer
     for  such  violation  or  breach  and  regardless  of any  other  provision
     contained  in this  Agreement,  Buyer shall be entitled to  injunctive  and
     other equitable relief as a court may grant after considering the intent of
     this Section 5.2.

     5.3  General Releases.
          ----------------

     At the Closing, each Shareholder shall deliver general releases, with terms
and conditions as agreed upon between the Buyer and the Shareholders'  Agent, to
Buyer  releasing  Company and the directors,  officers,  agents and employees of
Company from all claims to the Closing  Date,  except (i) as may be described in
written contracts  disclosed in the Disclosure  Schedule and expressly described
and  excepted  from  such  releases,  and  (ii) in the case of  persons  who are
employees of the Company,  compensation for current periods expressly  described
and excepted from such releases. Such releases shall also contain waivers of any
right  of  contribution  or other  recourse  against  Company  with  respect  to
representations, warranties or covenants made herein by Company.

                                      -24-
<PAGE>


     5.4  Shareholders' Resignations.
          --------------------------

     At the  Closing,  each  Shareholder  shall  deliver,  and shall  cause Mark
Roberts and Sherri Johnson,  to deliver to the Company  resignations of officers
and directors of this Company,  in form and substance  satisfactory to Buyer and
its counsel.

     5.5  Appointment of Buyer's Nominees to the Company's Board of Directors.
          -------------------------------------------------------------------

     At the Closing, the Company and its Board of Directors shall have taken all
actions to elect Tim Murtaugh and his designees as  additional  directors of the
Company, effective immediately following the Closing.

     5.6  Access to Information and Records.
          ---------------------------------

     During the period prior to the Closing, Shareholders shall cause Company to
give Buyer, its counsel, accountants and other representatives (i) access during
normal business hours to all of the properties,  books,  records,  contracts and
documents  of Company  for the  purpose of such  inspection,  investigation  and
testing as Buyer deems  appropriate  (and Company  shall  furnish or cause to be
furnished to Buyer and its  representatives  all information with respect to the
business and affairs of Company as Buyer may request); (ii) access to employees,
agents and  representatives for the purposes of such meetings and communications
as Buyer reasonably desires; and (iii) with the prior consent of Company in each
instance (which consent shall not be unreasonably withheld),  access to vendors,
customers,  manufacturers  of its  machinery  and  equipment,  and others having
business dealings with Company.

     5.7  Conduct of Business Pending the Closing.
          ---------------------------------------

     From the date hereof  until the Closing,  except as  otherwise  approved in
writing by the Buyer, Company covenants as follows, and Shareholders shall cause
each of the following to occur:

          5.7(a) No Changes.  Company will carry on its business  diligently and
     in the same manner as heretofore and will not make or institute any changes
     in its methods of purchase, sale, management, accounting or operation.

          5.7(b) Maintain Organization.  Company will take such action as may be
     necessary  to  maintain,  preserve,  renew and keep in favor and effect the
     existence,  rights and  franchises of Company and will use its best efforts
     to preserve the business  organization of Company intact, to keep available
     to Company the present officers and employees,  and to preserve for Company
     its present  relationships  with  suppliers and customers and others having
     business relationships with Company.

                                      -25-
<PAGE>


          5.7(c) No Breach.  Company  and  Shareholders  will not do or omit any
     act,  or  permit  any  omission  to act,  which  may  cause a breach of any
     material  contract,   commitment  or  obligation,  or  any  breach  of  any
     representation,  warranty, covenant or agreement made by Company and/or the
     Shareholders  herein,  or which would have required  disclosure on Schedule
     3.7 had it occurred after the date of the Recent Balance Sheet and prior to
     the date of this Agreement.

          5.7(d) No  Material  Contracts.  No  contract  or  commitment  will be
     entered  into,  and no purchase of raw materials or supplies and no sale of
     goods or services (real,  personal,  or mixed, tangible or intangible) will
     be  made,  by or on  behalf  of  Company,  except  contracts,  commitments,
     purchases  or sales  which  are in the  ordinary  course  of  business  and
     consistent   with  past   practice,   are  not   material  to  the  Company
     (individually  or in the  aggregate) and would not have been required to be
     disclosed in the Disclosure Schedule had they been in existence on the date
     of this Agreement.

          5.7(e) No Corporate  Changes.  Company shall not amend its Articles of
     Incorporation or Bylaws or make any changes in authorized or issued capital
     stock.

          5.7(f)  Maintenance  of Insurance.  Company shall  maintain all of the
     insurance in effect as of the date hereof and shall procure such additional
     insurance as shall be reasonably requested by Buyer.

          5.7(g) Maintenance of Property.  Company shall use, operate,  maintain
     and repair all property of Company in a normal business manner.

          5.7(h)  Interim  Financials.  Company will provide  Buyer with interim
     monthly financial  statements and other management reports as and when they
     are available.

          5.7(i) No  Negotiations.  Neither  Company  nor any  Shareholder  will
     directly or indirectly  (through a representative or otherwise)  solicit or
     furnish any  information to any  prospective  buyer,  commence,  or conduct
     presently  ongoing,  negotiations  with any other  party or enter  into any
     agreement with any other party  concerning  the sale of Company,  Company's
     assets or business or any part thereof or any equity  securities of Company
     (an "acquisition proposal"), and Company and Shareholders shall immediately
     advise Buyer of the receipt of any acquisition proposal.

          5.7(j) No Transfer of Shares. No Shareholder shall transfer or attempt
     to transfer any of the Shares except to Buyer pursuant hereto;  and Company
     shall refuse to accept any  certificates  for Shares to be  transferred  or
     otherwise to allow such transfers to occur upon its books.

          5.7(k) No Issuance of Additional  Shares.  The Company shall not issue
     any  additional  shares of stock of any class and shall not grant any stock
     options, warranty or rights to acquire shares of the Company.

          5.7(l) No New  Directors.  The Company  shall not elect or appoint any
     new directors to the Company's Board of Directors.


          5.7(m) No  Dividends.  The Company shall not, nor shall it propose to,
     (i) declare or pay any dividends on or make other  distributions in respect
     of any of its capital stock,  (ii) split,  combine or reclassify any of its
     capital  stock or issue or  authorize  or propose the issuance of any other
     securities in respect of, in lieu of or in  substitution  for shares of its
     capital  stock or (iii)  repurchase  or  otherwise  acquire,  or permit any
     subsidiary  to purchase  or  otherwise  acquire,  any shares of its capital
     stock.

                                      -26-
<PAGE>

          5.7(n) No  Acquisitions.  The  Company  shall not  acquire or agree to
     acquire by merging or  consolidating  with,  or by purchasing a substantial
     equity  interest  in or a  substantial  portion of the assets of, or by any
     other manner, any business or any corporation,  partnership, association or
     other business  organization  or division  thereof or otherwise  acquire or
     agree to acquire any assets in each case which are  material,  individually
     or in the aggregate, to the Company.

          5.7(o)  Compensation.  The Company shall not grant any increase in the
     salary or other  compensation  to any of its officers or other employees or
     grant  any  bonus to any  officer  or  other  employee  or  enter  into any
     employment  agreement  or make  any  loan to or  enter  into  any  material
     transaction  of any other nature with any officer or other employee of such
     party.  Neither  shall the  Company  take any action to  institute  any new
     severance or  termination  pay  practices  with  respect to any  directors,
     officers or other  employees  of the Company or to  increase  the  benefits
     payable under its severance or termination pay practices.

     5.8  Consents.
          ---------

     Company and  Shareholders  will use their best efforts  prior to Closing to
obtain  all  consents   necessary  for  the  consummation  of  the  transactions
contemplated hereby.

     5.9  Other Action.
          -------------

     Company  and  Shareholders  shall  use  their  best  efforts  to cause  the
fulfillment  at the earliest  practicable  date of all of the  conditions to the
parties'  obligations  to  consummate  the  transactions  contemplated  in  this
Agreement.

     5.10  Buyer's Subsequent Offer to Company Shareholders for Exchange.
           --------------------------------------------------------------

     As soon as  practical  after the Closing and in all events no later than 60
days after the Closing,  Buyer shall file appropriate  papers (the "Registration
Statement") with the Securities and Exchange  Commission (the "SEC") to pursue a
voluntary  exchange  offer,  on the same terms and  conditions as offered to the
Shareholders,  with the Company's remaining  shareholders on a registered basis.
The  Buyer  shall  exercise   reasonable,   good  faith  efforts  to  cause  the
Registration  Statement  to be declared  effective  by the SEC no later than 120
days  after  the  Registration  Statement  is first  filed  with  the SEC.  As a
condition to participating in this voluntary share exchange, Buyer shall require
the  participating  shareholders  of the Company to provide a general release to
the Company, the Buyer and their affiliates, directors and employees and agents.
The parties  acknowledge that circumstances may make such a filing  unavailable,
impractical or impossible.  Company and Shareholders  shall cooperate with Buyer
in connection with such efforts, including, without limitation, providing copies
of all  necessary  documents  related  to  potential  securities  exemption  and
providing financial statements and information  necessary for the preparation of
the securities law registration documentation.

                                      -27-
<PAGE>


     5.11  Buyer's Registration of Buyer's Shares Issued to Shareholders.
           -------------------------------------------------------------

     As soon as  practical  after the Closing and in all events no later than 60
days after the Closing,  Buyer shall file a Registration  Statement with the SEC
to register the Exchange Shares issued to the  Shareholders at Closing and shall
keep such  registration  effective  for a period of not less than one year.  The
Buyer shall exercise  reasonable,  good faith efforts to cause the  Registration
Statement  to be declared  effective by the SEC no later than 120 days after the
Registration Statement is first filed with the SEC. The Company and Shareholders
shall cooperate with Buyer in connection with such efforts,  including,  without
limitation, providing all financial statements and information necessary for the
preparation and filing of the securities registration  documents.  The Company's
effort to register the shares  shall be at the  Company's  expense.  The parties
acknowledge that circumstances may make registration  unavailable,  impractical,
or unreasonably burdensome, in which case the Company will reasonably cooperate,
in good faith to register the shares once registration becomes available without
unreasonable burden or expense.

     5.12  Prohibition  on Buyer Issuing Stock for Less than $1.50 per Share for
           ---------------------------------------------------------------------
           One Year Following Closing.
           --------------------------

     The Buyer  agrees  that,  except  with the  prior  written  consent  of the
Shareholders'  Agent, for one year following  Closing,  the Buyer will not issue
common  stock or stock  options or warrants  convertible  into stock  unless the
offering  generates  at least $1.50 per share in net  proceeds to the Buyer (but
excluding the exercise of currently  outstanding  warrants and conversion rights
with an exercise price of $1.00 per share.)  Notwithstanding the foregoing,  the
Buyer may convert  valid Buyer debt into  Buyer's  common  stock as long as such
debt is converted  on a basis that is at least equal to $1.50 of debt  converted
for each share of Buyer's common stock issued in satisfaction of such debt.

     5.13  Company's Employment of Mr. Roberts.
           -----------------------------------

     The Company  agrees to employ Mark Roberts and Mr.  Roberts  agrees to work
for the Company, on a full-time basis, for one year following the Effective Date
at a gross  salary of  $15,000  per month and an  expense  account,  subject  to
reasonable  policies  established  by the  Company's  Board  of  Directors,  for
verified business expenses, with a maximum cap of $500 per month unless approved
in advance by the Board of Directors or its designees.  Mr. Roberts shall devote
his full professional time and attention to the affairs of the Company,  subject
to the  supervision  and  direction of the  Company's  Board of  Directors.  The
Company shall provide Mr. Roberts with performance evaluations every six months,
at which time the Company,  in its sole  discretion,  can terminate Mr. Roberts'
employment  upon not less than 30 days  notice if the  Company  determines  that
termination is in the best interest of the Company.

     5.14  Disclosure Schedule.
           -------------------

     Shareholders  and Company  shall have a continuing  obligation  to promptly
notify  Buyer in  writing  with  respect  to any  matter  hereafter  arising  or
discovered which, if existing or known at the date of this Agreement, would have
been required to be set forth or described in the  Disclosure  Schedule,  but no
such disclosure shall cure any breach of any representation or warranty which is
inaccurate.

                                      -28-
<PAGE>


6.   CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS

     Each and every  obligation  of Buyer to be  performed  on the Closing  Date
shall be subject to the  satisfaction  prior to or at the Closing of each of the
following conditions:

     6.1   Representations and Warranties True of the Closing Date.
           -------------------------------------------------------

     Each of the representations and warranties made by Shareholders and Company
in this Agreement, and the statements contained in the Disclosure Schedule or in
any  instrument,  list,  certificate  or writing  delivered by  Shareholders  or
Company  pursuant to this  Agreement,  shall be true and correct in all material
respects when made and shall be true and correct in all material respects at and
as of the Closing Date as though such  representations  and warranties were made
or given on and as of the Closing Date,  except for any changes permitted by the
terms of this Agreement or consented to in writing by Buyer.

     6.2   Compliance With Agreement.
           -------------------------
     Shareholders and Company shall have in all material respects  performed and
complied with all of their agreements and obligations under this Agreement which
are to be  performed or complied  with by them prior to or on the Closing  Date,
including the delivery of the closing documents specified in Section 9.1.

     6.3   Absence of Litigation.
           ---------------------

     No Litigation shall have been commenced or threatened, and no investigation
by any Government  Entity shall have been commenced,  against Buyer,  Company or
any of the affiliates, officers or directors of any of them, with respect to the
transactions contemplated hereby.

     6.4   Consents and Approvals.
           ----------------------

     All  approvals,  consents  and  waivers  that are  required  to effect  the
transactions   contemplated  hereby  shall  have  been  received,  and  executed
counterparts  thereof  shall  have  been  delivered  to Buyer  not less than two
business days prior to the Closing.

     6.5   Estoppel Certificates.
           ---------------------

     Company  shall have  delivered  to Buyer on or prior to the Closing Date an
estoppel certificate or status letter from the landlord under each lease of Real
Property which estoppel  certificate or status letter will certify (i) the lease
is valid and in full force and effect; (ii) the amounts payable by Company under
the lease and the date to which the same have been  paid;  (iii)  whether  there
are, to the knowledge of said  landlord,  any defaults  thereunder,  and, if so,
specifying  the  nature  thereof;  and (iv) a  statement  that the  transactions
contemplated by this Agreement will not constitute a default under the lease.

                                      -29-
<PAGE>


     6.6   Appointment of Buyer's Nominees to Company's Board of Directors.
           ---------------------------------------------------------------

     Tim  Murtaugh and his  designees  shall have been  appointed as  additional
directors of the Company, effective immediately after Closing.

     6.7   Due Diligence Investigation.
           ---------------------------

     Buyer shall have  completed to its sole and absolute  satisfaction  its due
diligence investigation of the Company,  including confirming that the financial
statements  of the Company can be audited  and a "clean"  opinion  issued by the
Company's independent accountants.


7.   CONDITIONS PRECEDENT TO SHAREHOLDERS' OBLIGATIONS

     Each and every  obligation of  Shareholders  to be performed on the Closing
Date  shall be  subject to the  satisfaction  prior to or at the  Closing of the
following conditions:

     7.1   Representations and Warranties True on the Closing Date.
           --------------------------------------------------------

     Each of the  representations and warranties made by Buyer in this Agreement
shall be true and correct in all material  respects  when made and shall be true
and correct in all  material  respects  at and as of the Closing  Date as though
such  representations and warranties were made or given on and as of the Closing
Date.

     7.2   Compliance With Agreement.
           -------------------------

     Buyer shall have in all material  respects  performed and complied with all
of Buyer's  agreements  and  obligations  under this  Agreement  which are to be
performed or complied with by Buyer prior to or on the Closing  Date,  including
the delivery of the closing documents specified in Section 9.2.

     7.3  Absence of Litigation.
          ---------------------

     No Litigation shall have been commenced or threatened, and no investigation
by any Government  Entity shall have been commenced,  against Buyer,  Company or
any of the affiliates, officers or directors of any of them, with respect to the
transactions contemplated hereby.

     7.4   Minimum Average Trading Price for Buyer's Shares.
           ------------------------------------------------

     The average  closing  sale price for Buyer's  common  stock,  on the NASDAQ
Bulletin  Board,  during the ten business day period ending three  business days
prior to the  Closing  Date  shall not be not less than  $1.50 per  share.  (For
purpose of calculating  the average closing sale price, a day on which the stock
did not trade shall be ignored.)

                                      -30-
<PAGE>


8.   INDEMNIFICATION

     8.1   By Shareholders.
           ---------------

     Subject to the terms and  conditions  of this Article 8, each  Shareholder,
jointly and  severally,  hereby  agrees to  indemnify,  defend and hold harmless
Buyer, its directors, officers, employees and controlled and controlling persons
(hereinafter  "Buyer's  Affiliates") and the Company from and against all Claims
asserted  against,  resulting to,  imposed  upon, or incurred by Buyer,  Buyer's
Affiliates or the Company,  directly or indirectly, by reason of, arising out of
or resulting from (a) the inaccuracy or breach of any representation or warranty
of any  Shareholder  or Company  contained in or made pursuant to this Agreement
(regardless  of whether such breach is deemed  "material" for purpose of Section
6.1),  or (b) the  breach of any  covenant  of any  Shareholder  or the  Company
contained in this Agreement.  Regardless of the foregoing,  however, breaches of
representations and warranties  contained in Section 3.2 hereof shall be subject
only to several  indemnification  by the respective  Shareholders who shall have
made and breached such  representations and warranties.  As used in this Article
8, the term "Claim" shall include (i) all debts,  liabilities  and  obligations;
(ii) all losses, damages (including, without limitation, consequential damages),
judgments,   awards,  settlements,   costs  and  expenses  (including,   without
limitation,  interest (including  prejudgment interest in any litigated matter),
penalties,  court costs and attorneys fees and expenses); and (iii) all demands,
claims, suits, actions,  costs of investigation,  causes of action,  proceedings
and assessments, whether or not ultimately determined to be valid.

     8.2   By Buyer.
           --------

     Subject to the terms and  conditions of this Article 8, Buyer hereby agrees
to indemnify,  defend and hold harmless  each  Shareholder  from and against all
Claims  asserted  against,  resulting  to,  imposed upon or incurred by any such
person,  directly  or  indirectly,  by  reason  of or  resulting  from  (a)  the
inaccuracy or breach of any  representation or warranty of Buyer contained in or
made  pursuant to this  Agreement  (regardless  of whether such breach is deemed
"material"  for purposes of Section  7.1),  or (b) the breach of any covenant of
Buyer contained in this Agreement.

     8.3   Indemnification of Third-Party Claims.
           -------------------------------------
     The  obligations  and liabilities of any party to indemnify any other under
this Article 8 with respect to Claims relating to third parties shall be subject
to the following terms and conditions:

          8.3(a)  Notice and  Defense.  The party or  parties to be  indemnified
     (whether  one or more,  the  "Indemnified  Party") will give the party from
     whom  indemnification is sought (the  "Indemnifying  Party") prompt written
     notice of any such Claim,  and the  Indemnifying  Party will  undertake the
     defense thereof by representatives  chosen by it. In all matters concerning
     the   Shareholders   by  virtue  of  joint  and  several   liability,   the
     Shareholders'  Agent shall give and receive notice and otherwise act in all
     respects on their behalf.  Failure to give such notice shall not affect the
     Indemnifying  Party's duty or  obligations  under this Article 8, except to

                                      -31-
<PAGE>


     the extent the  Indemnifying  Party is prejudiced  thereby.  So long as the
     Indemnifying  Party is defending any such Claim actively and in good faith,
     the Indemnified  Party shall not settle such Claim.  The Indemnified  Party
     shall make available to the Indemnifying Party or its  representatives  all
     records and other materials required by them and in the possession or under
     the control of the Indemnified Party, for the use of the Indemnifying Party
     and its  representatives  in defending  any such Claim,  and shall in other
     respects give reasonable cooperation in such defense.

          8.3(b)  Failure  to  Defend.  If  the  Indemnifying  Party,  within  a
     reasonable time after notice of any such Claim,  fails to defend such Claim
     actively  and in good  faith,  the  Indemnified  Party will  (upon  further
     notice) have the right to undertake  the defense,  compromise or settlement
     of such Claim or consent  to the entry of a judgment  with  respect to such
     Claim, on behalf of and for the account and risk of the Indemnifying Party,
     and the Indemnifying  Party shall thereafter have no right to challenge the
     Indemnified Party's defense, compromise,  settlement or consent to judgment
     therein.

          8.3(c) Indemnified Party's Rights. Anything in this Section 8.3 to the
     contrary  notwithstanding,  (i) if there is a reasonable probability that a
     Claim may materially and adversely affect the Indemnified  Party other than
     as a result of money damages or other money payments, the Indemnified Party
     shall have the right to defend,  compromise or settle such Claim,  and (ii)
     the  Indemnifying  Party  shall not,  without  the  written  consent of the
     Indemnified  Party,  settle or compromise any Claim or consent to the entry
     of any judgment which does not include as an unconditional term thereof the
     giving by the  claimant  or the  plaintiff  to the  Indemnified  Party of a
     release from all Liability in respect of such Claim.

     8.4   Payment.
           --------

     The Indemnifying  Party shall promptly pay the Indemnified Party any amount
due under this Article 8, which payment may be accomplished in whole or in part,
at the option of the Indemnified Party, by the Indemnified Party setting off any
amount owed to the  Indemnifying  Party by the Indemnified  Party. To the extent
set-off is made by an Indemnified Party in satisfaction or partial  satisfaction
of an  indemnity  obligation  under  this  Article  8 that  is  disputed  by the
Indemnifying  Party,  upon a  subsequent  determination  by final  judgment  not
subject to appeal  that all or a portion of such  indemnity  obligation  was not
owed to the Indemnified  Party, the Indemnified Party shall pay the Indemnifying
Party the amount which was set off and not owed  together with interest from the
date of set-off  until the date of such  payment at an annual  rate equal to the
average  annual  rate in effect as of the date of the  set-off,  on those  three
maturities of United States Treasury  obligations having a remaining life, as of
such date,  closest to the  period  from the date of the  set-off to the date of
such  judgment.  Upon judgment,  determination,  settlement or compromise of any
third party Claim,  the  Indemnifying  Party shall pay promptly on behalf of the
Indemnified  Party,  and/or to the  Indemnified  Party in  reimbursement  of any
amount  theretofore  required  to be paid by it,  the  amount so  determined  by
judgment,  determination,  settlement or compromise  and all other Claims of the
Indemnified  Party with  respect  thereto,  unless in the case of a judgment  an
appeal is made from the judgment.  If the  Indemnifying  Party desires to appeal
from an adverse  judgment,  then the  Indemnifying  Party shall post and pay the
cost of the security or bond to stay execution of the judgment  pending  appeal.
Upon  the  payment  in full by the  Indemnifying  Party  of  such  amounts,  the
Indemnifying Party shall succeed to the rights of such Indemnified Party, to the
extent not waived in  settlement,  against  the third  party who made such third
party Claim.

                                      -32-
<PAGE>


     8.5   Limitations on Indemnification.
           ------------------------------

     Except for any willful or knowing breach or misrepresentation,  as to which
claims may be brought without limitation as to time or amount:

          8.5(a) Time Limitation. No claim or action shall be brought under this
     Article 8 for breach of a representation  or warranty unless written notice
     of potential claim is provided to Indemnitor within two (2) years following
     the Closing.  Regardless of the foregoing,  however, or any other provision
     of this Agreement:

               (i)  There  shall be no time  limitation  on  claims  on  actions
          brought  for  breach  of  any   representation  or  warranty  made  by
          Shareholders or Company in or pursuant to Section 3.2 and Shareholders
          hereby waive all applicable  statutory limitation periods with respect
          thereto.

               (ii) Any claim made by a party hereunder by giving written notice
          of the potential  claim by a demand for arbitration in accordance with
          Article 13 hereof for breach of a representation  or warranty prior to
          the  termination  of the  survival  period  for  such  claim  shall be
          preserved despite the subsequent termination of such survival period.

          8.5(b) Amount  Limitation.  Except with respect to claims for breaches
     of representations or warranties  contained in Sections 3.2,3.22,  and 3.25
     through 3.27, the Shareholders shall not be responsible for indemnification
     obligations in excess of the value of the Exchange  Shares received by such
     Shareholder.

          8.5(c)  Shareholder's  Payment of Claim with  Exchange  Shares.  After
     Closing, Shareholder's Indemnification obligation shall be paid by delivery
     of the  Exchange  Shares to the Buyer,  in an amount equal to the amount of
     the Indemnification Claim. The Exchange Shares shall be valued, for purpose
     of paying a claim,  based on the average of the last reported  sales price,
     for  each of the last 30  Business  Days,  prior  to the date on which  the
     amount of the indemnification claim is determined.

     8.6   No Waiver.
           ---------

     The closing of the  transactions  contemplated  by this Agreement shall not
constitute  a waiver by any party of its  rights to  indemnification  hereunder,
regardless  of whether the party  seeking  indemnification  has knowledge of the
breach, violation or failure of condition constituting the basis of the Claim at
or before the Closing,  and  regardless  of whether  such  breach,  violation or
failure is deemed to be "material" for purposes of Section 10.2.

                                      -33-
<PAGE>


9.   CLOSING

     The closing of this  transaction  ("the  Closing")  shall take place at the
offices of Foley & Lardner, 200 Laura Street, Jacksonville, Florida 32202, at on
November 1, 2001,  at such time,  or at such other time and place as the parties
hereto  shall agree upon.  Such date is  referred  to in this  Agreement  as the
"Closing Date".

     9.1   Documents to be Delivered by Company and Shareholders.
           -----------------------------------------------------

     At the  Closing,  Company  and  Shareholders  shall  deliver  to Buyer  the
following documents, in each case duly executed or otherwise in proper form:

          9.1(a)  Stock  Certificate(s).  A stock  certificate  or  certificates
     representing  the Shares,  duly endorsed for transfer or with duly executed
     stock powers attached.

          9.1(b)   Compliance   Certificate.   A  certificate   signed  by  each
     Shareholder  that  each  of the  representations  and  warranties  made  by
     Shareholders  and the Company in this  Agreement is true and correct in all
     material  respects  on and as of the  Closing  Date with the same effect as
     though such representations and warranties had been made or given on and as
     of the Closing Date (except for any changes  permitted by the terms of this
     Agreement  or  consented  to in  writing by Buyer),  and that  Company  and
     Shareholders  have  performed  and  complied  with  all  of  Company's  and
     Shareholders' obligations under this Agreement which are to be performed or
     complied with on or prior to the Closing Date.

          9.1(c)  Opinion of Counsel.  A written  opinion of Carter Holmes pllc,
     counsel  to  Company  and  Shareholders,  dated  as of  the  Closing  Date,
     addressed to Buyer,  with terms and  conditions  as agreed upon between the
     Buyer and the Shareholders' Agent.

          9.1(d) Employment and  Noncompetition  Agreements.  The Employment and
     Noncompetition  Agreements referred to in Section 5.1, duly executed by the
     persons referred to in such Section.

          9.1(e) Certified  Resolutions.  Certified copies of the resolutions of
     the Board of  Directors  of  Company,  and of each  Shareholder  which is a
     corporation,  authorizing and approving this Agreement and the consummation
     of the transactions contemplated by this Agreement.

          9.1(f) Articles;  Bylaws. A copy of the Bylaws of Company certified by
     the secretary of Company,  and a copy of the Articles of  Incorporation  of
     Company  certified by the Secretary of State of the state of  incorporation
     of Company.

          9.1(g) Incumbency  Certificate.  Incumbency  certificates  relating to
     each person  executing  (as a corporate  officer or  otherwise on behalf of
     another  person) any document  executed and delivered to Buyer  pursuant to
     the terms hereof.

          9.1(h) General  Releases.  The General Releases referred to in Section
     5.3, duly executed by the persons referred to in such Section.


          9.1(i)  Resignations.  The  resignations  of Mark  Roberts  and Sherri
     Johnson as officers and as  directors  of the Company,  effective as of the
     Closing Date and in form satisfactory to Buyer's counsel.

                                      -34-
<PAGE>


          9.1(j) Other Documents.  All other documents,  instruments or writings
     required to be  delivered  to Buyer at or prior to the Closing  pursuant to
     this  Agreement and such other  certificates  of authority and documents as
     Buyer may reasonably request.

     9.2   Documents to be Delivered by Buyer.
           ----------------------------------

     At  the  Closing,   Buyer  shall  deliver  to  Shareholders  the  following
documents, in each case duly executed or otherwise in proper form:

          9.2(a)  Purchase Price. To the  Shareholders,  the stock  certificates
     representing the Exchange Shares as required by Section 2.2 hereof.

          9.2(b)  Compliance  Certificate.  A  certificate  signed  by the chief
     executive officer of Buyer that the  representations and warranties made by
     Buyer in this  Agreement are true and correct on and as of the Closing Date
     with the same effect as though such representations and warranties had been
     made or  given  on and as of the  Closing  Date  (except  for  any  changes
     permitted  by the terms of this  Agreement  or  consented  to in writing by
     Shareholders),  and that  Buyer  has  performed  and  complied  with all of
     Buyer's  obligations  under this  Agreement  which are to be  performed  or
     complied with on or prior to the Closing Date.

          9.2(c)  Opinion of Counsel.  A written  opinion of Overton,  Babiarz &
     Associates, P.C., counsel to Buyer, dated as of the Closing Date, addressed
     to Company with terms and  conditions  as agreed upon between the Buyer and
     the Shareholders' Agent.

          9.2(d) Certified  Resolutions.  A certified copy of the resolutions of
     the Board of Directors of Buyer  authorizing  and approving  this Agreement
     and the consummation of the transactions contemplated by this Agreement.

          9.2(f) Incumbency  Certificate.  Incumbency  certificates  relating to
     each person  executing  any document  executed and  delivered to Company or
     Shareholders by Buyer pursuant to the terms hereof.

          9.2(g)Other  Documents.  All other documents,  instruments or writings
     required to be delivered to Company at or prior to the Closing  pursuant to
     this  Agreement and such other  certificates  of authority and documents as
     Company may reasonably request.


10.  TERMINATION

     10.1  Right of Termination Without Breach.
           -----------------------------------

     This Agreement may be terminated  without further liability of any party at
any time prior to the Closing:

          10.1(a) by mutual written agreement of Buyer and Shareholders'  Agent,
     or

          10.1(b) by either Buyer or  Shareholders'  Agent if the Closing  shall
     not have occurred on or before November 30, 2001,  provided the terminating
     party has not,  through breach of a  representation,  warranty or covenant,
     prevented the Closing from occurring on or before such date.

                                      -35-
<PAGE>


     10.2  Termination for Breach.
           ----------------------

          10.2(a)  Termination  by  Buyer.  If (i)  there  has  been a  material
     violation or breach by any Shareholder or Company of any of the agreements,
     representations  or warranties  contained in this  Agreement  which has not
     been  waived in  writing  by  Buyer,  or (ii)  there has been a failure  of
     satisfaction  of a condition to the obligations of Buyer which has not been
     so waived, or (iii) Company,  Shareholders'  Agent or any Shareholder shall
     have  attempted  to  terminate  this  Agreement  under  this  Article 10 or
     otherwise  without  grounds to do so, then Buyer may, by written  notice to
     Shareholders'  Agent at any time prior to the Closing that such  violation,
     breach,  failure or wrongful  termination attempt is continuing,  terminate
     this Agreement with the effect set forth in Section 10.2(c) hereof.

          10.2(b)  Termination by  Shareholders'  Agent. If (i) there has been a
     material   violation  or  breach  by  Buyer  of  any  of  the   agreements,
     representations  or warranties  contained in this  Agreement  which has not
     been  waived in writing by  Shareholders'  Agent,  or (ii) there has been a
     failure of  satisfaction  of a condition to the obligations of Shareholders
     which has not been so  waived,  or (iii)  Buyer  shall  have  attempted  to
     terminate this Agreement under this Article 10 or otherwise without grounds
     to do so, then  Shareholders'  Agent may, by written notice to Buyer at any
     time prior to the Closing that such violation,  breach, failure or wrongful
     termination attempt is continuing, terminate this Agreement with the effect
     set forth in Section 10.2(c) hereof.

          10.2(c) Effect of Termination.  Termination of this Agreement pursuant
     to this Section 10.2 shall not in any way terminate,  limit or restrict the
     rights and remedies of any party  hereto  against any other party which has
     violated,  breached  or  failed  to  satisfy  any of  the  representations,
     warranties,  covenants, agreements,  conditions or other provisions of this
     Agreement  prior to  termination  hereof.  In  addition to the right of any
     party under  common law to redress for any such breach or  violation,  each
     party whose breach or violation  has occurred  prior to  termination  shall
     jointly and  severally  indemnify  each other party for whose  benefit such
     representation,  warranty,  covenant, agreement or other provision was made
     ("indemnified  party")  from and against all  losses,  damages  (including,
     without limitation,  consequential damages), costs and expenses (including,
     without  limitation,   interest  (including  prejudgment  interest  in  any
     litigated matter), penalties, court costs, and attorneys fees and expenses)
     asserted   against,   resulting  to,  imposed  upon,  or  incurred  by  the
     indemnified party, directly or indirectly,  by reason of, arising out of or
     resulting  from such breach or  violation.  Subject to the  foregoing,  the
     parties'  obligations under Section 14.8(b) of this Agreement shall survive
     termination.

          10.2(d)    Reaffirmation;    Confidentiality.    Notwithstanding   any
     termination  under  Article  10 hereof by either  party,  nothing  shall be
     deemed to relieve the Company from  performing  any of its  obligations  to
     repay  amounts  advanced by the Buyer in  accordance  with the terms of the
     agreement between Buyer and the Company dated August 24, 2001. Furthermore,
     in the event of termination  of this  Agreement for any reason,  each party
     shall  return to the other any  confidential  information  delivered to the
     other and to keep such  information  confidential  unless such  information
     shall be made public by the owner of the  confidential  information or by a
     third party not subject to a  confidentiality  agreement  with the owner of
     the confidential information.

                                      -36-
<PAGE>


11.  BUYER'S OBLIGATIONS TO PROVIDE CERTAIN LOANS AND ADVANCES TO COMPANY.

     11.1  Buyer's Loans and Advances to Company.
           -------------------------------------

     Following the Effective  Date,  subject to the terms and conditions of this
Article,  including the Company's  satisfaction  of the  conditions set forth in
Section 11.2 below, the Buyer shall lend or advance to the Company up to a total
of $500,000  (the  "Maximum  Loan  Amount")  provided that such loans or advance
shall not exceed $95,000 (the "Monthly Cap") per calendar month. Notwithstanding
the foregoing,  the Maximum Loan Amount shall be reduced, on a dollar for dollar
basis,  by the amount of all the Buyer's  loans and advances to the Company made
prior to the  Closing.  (The  Maximum  Loan  Amount and the Monthly Cap shall be
subject to  written  modification  if the  Company  and  Buyer,  acting in their
absolute discretion,  execute written agreements modifying such limits, provided
that  neither  Buyer nor  Company  have any  obligation  whatsoever,  express or
implied, to entertain or agree to any such modifications.)

     The Buyer and  Company  acknowledge  and  agree  that they have  previously
entered into an  agreement  dated  August 24,  2001,  describing  the payment of
various  amounts by Buyer on behalf of the Company.  The Buyer and Company agree
that the August 24, 2001, agreement will be performed according to its terms.

     11.2  Conditions for Loans and Advances.
           ---------------------------------

     The Buyer's obligation to make loans and advances to the Company is subject
to the Company's  satisfaction at the time of each loan or advance and while any
loan or advance remains unpaid, of all the following conditions:

          11.2(a)  The  Company  shall  not  be in  default  under  any  of  its
     obligations to Buyer,  including without limitation,  Buyer's obligation to
     provide VoIP services to Buyer.

          11.2(b) The Company's  lessors,  vendors and creditors  shall not have
     repossessed,  replevined or foreclosed  upon or otherwise taken back any of
     the software, hardware and ancillary equipment necessary for the Company to
     provide VoIP services to Buyer.

          11.2(c) The Company  shall  continue  in  business  operations  in the
     ordinary course of business.

          11.2(d) The Company  shall not have had any Judgment  entered  against
     the Company or any of its assets in excess of  $10,000,  which has not been
     stayed, and the Company shall not have filed bankruptcy, made an assignment
     for the benefit of  creditors or suffered  the  appointment  of a receiver,
     trustee or similar officer.

                                      -37-
<PAGE>


          11.2(e) The Company's representations and warranties contained in this
     Agreement shall be true and correct in all material  respects as of, and as
     if made, on the date of each requested loan.

          11.2(f) The Company and Shareholders shall not be in default or breach
     of this Agreement.

     11.3  Repayment of Loans by Providing VoIP Services.
           ---------------------------------------------

     For so long as the  Company  satisfies  all the  conditions  set  forth  in
Section  11.2,  the Company can repay the Loans and  advances by taking a credit
against the amounts actually billed to and due and payable by Buyer, pursuant to
Section 12.4 for VoIP services provided by the Company to Buyer. At such time as
the Company fails to continue to satisfy all the conditions set forth in Section
12.4, all outstanding loans and advances shall be immediately due and payable to
Buyer by the Company, in cash, time being of the essence.

12.  COMPANY TO PROVIDE VoIP SERVICES TO BUYER

     12.1  The Company to Provide VoIP Services to Buyer.
           ---------------------------------------------

     The Company  hereby  covenants  and agrees that both prior to and after the
Closing,  the Company shall provide Buyer VoIP  services,  which  services shall
include,  but not be  limited  to access to and use of the  Company's  Business,
including the origination and  termination of (i) interstate,  (ii)  intrastate)
and (iii)  international  long distance  telephone voice and data  transmissions
over the Company's VoIP network.  The Company  understands and acknowledges that
the Buyer intends to provide such VoIP services to Buyer's  customers as part of
Buyer's usual business operations.  The Buyer and the Company agree to cooperate
reasonably  and in good faith to identify,  from time to time,  the precise VoIP
services to be provided.

     In the event the Company  lacks the  necessary  resources  or is  otherwise
unable for any reason,  to satisfy all demands of Buyer and demands of Company's
other customers, the Company agrees to accord Buyer "best customer" and "highest
priority" status and to work diligently,  using Company best reasonable efforts,
to meet Buyer's request for service.

     12.2  Cost of Services.
           ----------------

          12.2(a) Pricing.  The Company shall charge Buyer a price, for all VoIP
     services provided under this Agreement, in an amount equal to the Company's
     actual,  direct,  out-of-pocket cost plus a mark-up of 20%, on a per minute
     basis, for providing such services (excluding all charges for amortization,
     depreciation,  interest,  general overhead  allocation,  and  extraordinary
     expenses), provided that in no event shall the cost of VoIP services exceed
     the cost per minute at which Buyer could reasonable be expected to purchase
     comparable services, in bulk, in the market from a third party.

          12.2(b)  Billing.  The Company shall bill Buyer for services  actually
     delivered  on a weekly  basis.  The Buyer  shall pay Company  within  three
     business days following receipt of a bill, provided that if Buyer disagrees
     or  contests  the amount of a bill or the  pricing  methodology,  the Buyer
     shall pay the  uncontested  portion of the bill within three  business days

                                      -38-
<PAGE>


     and the Buyer and the Company  shall  promptly and in good faith attempt to
     resolve any billing or pricing  disputes.  The  Company  shall  provide the
     Buyer with backup  documentation  for  calculation  of the  Buyer's  actual
     direct cost per minute,  and shall  permit  Buyer and its  accountants  and
     representatives full access to the Company's books and records to audit and
     verify such pricing.

          12.2(c)  Billing  Dispute  Resolution.  In the event the Buyer and the
     Company  cannot agree upon the  appropriate  pricing,  they shall refer any
     dispute or disagreement to GVNW ("Outside Consultants ") for determination,
     and the Outside  Consultant's  decision  shall be final and binding for all
     purposes.  The Outside  Consultants shall have discretion to decide how the
     costs and expenses of any such  billing  despite  resolution  shall be paid
     between  Buyer and Company,  as the Outside  Consultants  consider fair and
     equitable under the circumstances.

     12.3  Minimum Purchases.
           -----------------

     Provided that the Company provides  satisfactory VoIP services to Buyer and
the Company  satisfies all the  conditions  set forth in Section 11.2, the Buyer
shall  purchase not less than 50,000  minutes per month from the Company  during
the term of this provisions.

     12.4  Termination of Company's Obligation To Provide VoIP To Company.
           --------------------------------------------------------------

     This  provision to provide VoIP to Buyer shall  continue from the execution
of  this  Agreement  and  shall  survive  and  continue  after  the  Closing  or
termination  of this  Agreement  as  provided  in Article  10. In the event this
Agreement is terminated prior to Closing, the provision of this Article 12 shall
continue until 60 days after either side provides  written notice of termination
of this  arrangement  to the other Party.  In the event a Closing  occurs,  this
provision shall continue for a minimum term of 3 years,  and may be cancelled at
anytime  thereafter  upon not  less  than 180 days  advance  written  notice  of
termination by either party.

     12.5  Waiver Of Conflict Of Intent.
           ----------------------------

     The parties  acknowledge that Buyer and Company are competitors in the VoIP
business. The Company hereby irrevocably and unconditionally waives the conflict
of interest and acknowledges that the Buyer will operate Buyer's business solely
in Buyer's  self-interest and Buyer shall have no obligation or duty whatsoever,
express or implied, to attempt to develop customers or business for the Company.
To the  contrary,  all Buyer's  marketing and business  activities,  shall be to
solely and  exclusively  develop new  business  and  customers  for Buyer and to
maximize the profitability of Buyer.

     12.6  Acknowledgement   With   Regard   To    Independent   Creditor-Debtor
           ---------------------------------------------------------------------
           Relationships Between Buyer And Company.
           ---------------------------------------

     The  parties  acknowledge,  agree and  confirm  that Buyer and  Company are
separate,  independent and distinct legal entities. The Buyer has not assumed or
agreed to pay or perform any debts, obligations, liabilities or contracts of the
Company.  The Company shall remain solely and  exclusively  responsible  for the
Company's  liabilities  and debts.  The Buyer shall not be  responsible  for any
debts or obligations of the Company.  The relationship between Buyer and Company
shall be an  independent,  creditor-debtor  relationship.  No joint  venture  or
partnership exists between the parties.

                                      -39-
<PAGE>


     The Buyer shall be entitled to enforce its  contractual  rights and to seek
to collect its loans and advances as an independent,  third party creditor.  The
Buyer shall have no obligation,  express or implied, to provide Company with any
preferential  service or  arrangements.  The parties  shall  remain  independent
competitors following Closing.

     12.7  Buyer's  Obligation  to Use Good Faith  Business Judgment  to Operate
           ---------------------------------------------------------------------
           Company Successfully.
           --------------------

     The Buyer shall use its good faith business  judgment when making decisions
regarding  the  management  and  strategy of the Company  generally  in order to
maximize the success and value of the Company.  Notwithstanding  the  foregoing,
all of Buyer's  management  related  decisions  concerning  the Company shall be
protected by the "business  judgment rule" and this provision shall not restrict
Buyer's  arms-length  transactions when Buyer is purchasing services pursuant to
this Section 12 or providing loans pursuant to Section 11 of this Agreement.


13.  RESOLUTION OF DISPUTES

     13.1  Arbitration.
           -----------

     Any  dispute,  controversy  or claim  arising  out of or  relating  to this
Agreement  or any  contract or agreement  entered  into  pursuant  hereto or the
performance  by the  parties of its or their  terms  shall be settled by binding
arbitration  held in  Jacksonville,  Florida in accordance  with the  Commercial
Arbitration Rules of the American Arbitration Association then in effect, except
as  specifically  otherwise  provided in this  Article 13.  Notwithstanding  the
foregoing,  Buyer  may,  in  its  discretion,  apply  to a  court  of  competent
jurisdiction for equitable relief from any violation or threatened  violation of
the covenants of any  Shareholder  under Section 5.2 of this  Agreement,  or any
covenants  not  to  compete  contained  in  any  Employment  and  Noncompetition
Agreement delivered pursuant to Section 5.1 hereof.

     13.2  Arbitrators.
           -----------

     If the matter in  controversy  (exclusive  of attorney  fees and  expenses)
shall  appear,  as at  the  time  of  the  demand  for  arbitration,  to  exceed
$1,000,000,  then the  panel to be  appointed  shall  consist  of three  neutral
arbitrators; otherwise, one neutral arbitrator.

     13.3  Procedures; No Appeal.
           ---------------------

     The arbitrator(s) shall allow such discovery as the arbitrator(s) determine
appropriate   under  the   circumstances   and  shall  resolve  the  dispute  as
expeditiously  as practicable,  and if reasonably  practicable,  within 120 days
after the  selection  of the  arbitrator(s).  The  arbitrator(s)  shall give the
parties written notice of the decision,  with the reasons  therefor set out, and
shall have 30 days  thereafter  to  reconsider  and modify such  decision if any
party so requests within 10 days after the decision. Thereafter, the decision of
the arbitrator(s) shall be final, binding, and nonappealable with respect to all
persons,  including (without  limitation)  persons who have failed or refused to
participate in the arbitration process.

                                      -40-
<PAGE>


     13.4  Authority.
           ---------

     The  arbitrator(s)  shall have  authority  to award  relief  under legal or
equitable  principles,  including interim or preliminary relief, and to allocate
responsibility  for the  costs  of the  arbitration  and to  award  recovery  of
attorneys fees and expenses in such manner as is determined to be appropriate by
the arbitrator(s).

     13.5  Entry of Judgment.
           -----------------

     Judgment upon the award rendered by the arbitrator(s) may be entered in any
court  having  in  personam  and  subject  matter  jurisdiction.  Buyer and each
Shareholder  hereby  submit to the in personam  jurisdiction  of the Federal and
state courts in  Jacksonville,  Florida,  for the purpose of confirming any such
award and entering judgment thereon.

     13.6  Confidentiality.
           ---------------

     All proceedings under this Article 13, and all evidence given or discovered
pursuant hereto, shall be maintained in confidence by all parties.

     13.7  Continued Performance.
           ---------------------

     The fact that the dispute resolution  procedures  specified in this Article
13 shall have been or may be invoked shall not excuse any party from  performing
its  obligations  under  this  Agreement  and during  the  pendency  of any such
procedure all parties shall continue to perform their respective  obligations in
good  faith,  subject  to any rights to  terminate  this  Agreement  that may be
available  to any  party  and to the right of setoff  provided  in  Section  8.4
hereof.

     13.8  Tolling.
           -------

     All applicable  statutes of limitation shall be tolled while the procedures
specified in this Article 13 are pending.  The parties will take such action, if
any, required to effectuate such tolling.

14.  MISCELLANEOUS

     14.1  Disclosure Schedule.
           -------------------

     The  Schedules  will be  delivered  within five days of  execution  of this
Agreement  and will be compiled in a bound volume (the  "Disclosure  Schedule"),
executed by Shareholders and dated and delivered to Buyer. Information set forth
in the  Disclosure  Schedule  specifically  refers to the article and section of
this  Agreement to which such  information  is responsive  and such  information
shall not be deemed to have been  disclosed with respect to any other article or
section of this  Agreement or for any other  purpose.  The  Disclosure  Schedule
includes  a  table  of  contents  and/or  index  to all of the  information  and
documents  contained therein.  The Disclosure Schedule shall not vary, change or
alter the  language of the  representations  and  warranties  contained  in this
Agreement  and, to the extent the language in the  Disclosure  Schedule does not
conform in every respect to the language of such representations and warranties,
such language in the Disclosure Schedule shall be disregarded and be of no force
or effect.

                                      -41-
<PAGE>


     14.2  Further Assurance.
           -----------------

     From time to time, at Buyer's  request and without  further  consideration,
Company and  Shareholders  will execute and deliver to Buyer such  documents and
take such other action as Buyer may  reasonably  request in order to  consummate
more effectively the transactions contemplated hereby.

     14.3  Disclosures and Announcements.
           -----------------------------

     Announcements concerning the transactions provided for in this Agreement by
Buyer,  Company or  Shareholders  shall be subject to the  approval of the other
parties in all essential  respects,  except that approval of the Shareholders or
Company shall not be required as to any statements and other  information  which
Buyer  may  submit  to  the  Securities  and  Exchange  Commission,  or  Buyer's
stockholders  or be required to make  pursuant to any rule or  regulation of the
Securities  and Exchange  Commission or NASDAQ,,  or otherwise  required by law.
Shareholders shall act hereunder only through Shareholders' Agent.

     14.4  Assignment; Parties in Interest.
           -------------------------------

          14.4(a)  Assignment.  Except as expressly  provided herein, the rights
     and  obligations of a party  hereunder may not be assigned,  transferred or
     encumbered  without  the  prior  written  consent  of  the  other  parties.
     Notwithstanding  the  foregoing,  Buyer may,  without  consent of any other
     party,  cause one or more subsidiaries of Buyer to carry out all or part of
     the transactions contemplated hereby; provided,  however, that Buyer shall,
     nevertheless,  remain liable for all of its  obligations,  and those of any
     such subsidiary, to Shareholders hereunder.

          14.4(b)  Parties in Interest.  This  Agreement  shall be binding upon,
     inure to the benefit of, and be enforceable  by the  respective  successors
     and permitted assigns of the parties hereto. Nothing contained herein shall
     be deemed to confer upon any other  person any right or remedy  under or by
     reason of this Agreement.

     14.5  Law Governing Agreement.
           -----------------------

     This  Agreement  may not be modified  or  terminated  orally,  and shall be
construed  and  interpreted  according  to the  internal  laws of the  State  of
Florida,  excluding any choice of law rules that may direct the  application  of
the laws of another jurisdiction.

     14.6  Amendment and Modification.
           --------------------------

     Buyer and Shareholders  may amend,  modify and supplement this Agreement in
such manner as may be agreed  upon in writing  between  Buyer and  Shareholders'
Agent;  provided,  however,  that Buyer may, in Buyer's discretion,  require the
execution of any amendment by all the Shareholders personally.

                                      -42-
<PAGE>


     14.7  Notice.
           ------

     All notices,  requests, demands and other communications hereunder shall be
given in writing and shall be: (a) personally delivered; (b) sent by telecopier,
facsimile  transmission  or  other  electronic  means  of  transmitting  written
documents;  or (c) sent to the parties at their respective  addresses  indicated
herein by  registered  or certified  U.S.  mail,  return  receipt  requested and
postage prepaid,  or by private  overnight mail courier service.  The respective
addresses to be used for all such notices, demands or requests are as follows:

         (a)      If to Buyer, to:

                           PIPELINE TECHNOLOGIES, INC.
                           1001 Kings Avenue, Suite Two Hundred
                           Jacksonville, Florida 32202
                           Attention:  Timothy J. Murtaugh, President
                           Facsimile: (904) 399-4088

                           (with a copy to)

                           Foley & Lardner
                           200 Laura Street
                           Jacksonville, Florida 32202
                           Attention:  Gardner Davis
                           Facsimile:  (904) 359-8700

                           (and with a copy to)

                           Overton, Babiarz & Sykes, P.C.
                           7720 East Belleview Avenue, Suite 200
                           Englewood, CO 0111
                           Attention: David Babiarz
                           Facsimile:  (303) 779-6006

or to such other person or address as Buyer shall furnish to Shareholders' Agent
in writing.

         (b)      If to Shareholders, to Shareholders' Agent:

                           Mark S. Roberts
                           5398 Cattail Ct.
                           Frisco, TX  75034
                           Facsimile(972) 6689417
                           (with a copy to)

                           Steven B. Holmes, Esq.
                           4311 Oak Lawn Ave., Suite 600
                           Dallas, TX  75219
                           Facsimile: (214) 765-6103

                                      -43-
<PAGE>


or to such  other  person  or  address  as  Shareholders  shall  designate  as a
successor Shareholders' Agent in accordance with this Agreement.

         (c)      If to Company, to:

                           Achieve Networks, Inc.
                           5398 Cattail Ct.
                           Frisco, TX  75034
                           Facsimile(972) 668-9417

                           (with a copy to)

                           Steven B. Holmes, Esq.
                           4311 Oak Lawn Ave., Suite 600
                           Dallas, TX  75219
                           Facsimile: (214) 765-6103

In addition, any notice to Company given prior to Closing shall also be given in
the same manner to  Shareholders'  Agent;  and any notice to Company given after
Closing shall also be given in the same manner to Buyer.

     If personally delivered,  such communication shall be deemed delivered upon
actual receipt; if electronically  transmitted pursuant to this paragraph,  such
communication shall be deemed delivered the next business day after transmission
(and sender  shall bear the burden of proof of  delivery);  if sent by overnight
courier pursuant to this paragraph, such communication shall be deemed delivered
upon  receipt;  and if sent by  U.S.  mail  pursuant  to  this  paragraph,  such
communication  shall be deemed delivered as of the date of delivery indicated on
the receipt issued by the relevant postal service, or, if the addressee fails or
refuses to accept delivery, as of the date of such failure or refusal.  Delivery
to Shareholders' Agent shall constitute delivery to all Shareholders.  Any party
to this  Agreement may change its address for the purposes of this  Agreement by
giving notice thereof in accordance with this Section.

     14.8  Expenses.
           --------

     Regardless  of  whether  or not the  transactions  contemplated  hereby are
consummated:

          14.8(a)  Brokerage.  Shareholders and Buyer each represent and warrant
     to each other that there is no broker involved or in any way connected with
     the  transfer  provided  for  herein  on  their  behalf  respectively  (and
     Shareholders  represent  and  warrant  that there is no broker  involved on
     behalf of  Company)  and each  agrees to hold the other  harmless  from and
     against all other  claims for  brokerage  commissions  or finder's  fees in
     connection  with  the  execution  of  this  Agreement  or the  transactions
     provided for herein.

          14.8(b) Expenses to be Paid by Shareholders.  Shareholders  shall pay,
     and shall  indemnify,  defend and hold Buyer and Company  harmless from and
     against, each of the following:

                                      -44-
<PAGE>


               (i) Transfer Taxes.  Any sales,  use,  excise,  transfer or other
          similar tax imposed with respect to the  transactions  provided for in
          this Agreement, and any interest or penalties related thereto.

               (ii)  Professional  Fees.  All fees and expenses of their own and
          Company's legal, accounting, investment banking and other professional
          counsel in connection with the transactions contemplated hereby.

          14.8(c)  Other.  Except  as  otherwise  provided  herein,  each of the
     parties  shall bear its own  expenses  and the  expenses of its counsel and
     other agents in connection with the transactions contemplated hereby.

          14.8(d)  Costs of Litigation  or  Arbitration.  The parties agree that
     (subject to the discretion, in an arbitration proceeding, of the arbitrator
     as set forth in Section 13.4) the  prevailing  party in any action  brought
     with  respect to or to  enforce  any right or remedy  under this  Agreement
     shall be entitled to recover from the other party or parties all reasonable
     costs and  expenses of any nature  whatsoever  incurred  by the  prevailing
     party  in  connection  with  such  action,   including  without  limitation
     attorneys' fees and prejudgment interest.

     14.9  Shareholders' Agent; Power of Attorney.
           --------------------------------------

          14.9(a)  Shareholders'  Agent.  The  Shareholders  hereby  appoint and
     constitute Mark S. Roberts as Shareholders'  Agent  hereunder,  to exercise
     the powers on behalf of Shareholders set forth in this Agreement;  and Mark
     S.  Roberts  hereby  accepts such  appointment.  In the event of the death,
     resignation  or  inability to act of Mark S.  Roberts,  and upon receipt by
     Buyer of  evidence  of the same  which is  satisfactory  to  Buyer,  Sherri
     Johnson  shall be  successor  Shareholders'  Agent  with all  powers of his
     predecessor.

          14.9(b) Power of Attorney. Each Shareholder,  by his execution of this
     Agreement, hereby constitutes and appoints the Shareholders' Agent his true
     and lawful attorney in fact, with full power in his name and on his behalf:

               (i) to receive on behalf of such Shareholder the proceeds of sale
          of such  Shareholder's  Shares being sold  hereunder,  to give Buyer a
          receipt  therefor  on  behalf  of such  Shareholder  and to hold  such
          proceeds  subject  to the terms  hereof and the  instructions  of such
          Shareholder with respect to the ultimate disbursement thereof;

               (ii) to act on such  Shareholder's  behalf according to the terms
          of this  Agreement,  including,  without  limitation,  to  amend  this
          Agreement in accordance  with Article 14.6 or terminate this Agreement
          in accordance  with Section 10.1; to waive  compliance with conditions
          precedent to the Shareholders'  obligations set forth in Article 7; to
          consent to the assignment of rights under this Agreement in accordance
          with Section 14.4(a); to give and receive notices on behalf of all the
          Shareholders; and to act on their behalf in connection with any matter
          as to which the Shareholders jointly and severally are an "Indemnified
          Party" or  "Indemnifying  Party"  under  Article 8 hereof;  all in the
          absolute discretion of the Shareholders' Agent;

                                      -45-
<PAGE>


               (iii) in  general,  to do all  things  and to  perform  all acts,
          including,   without   limitation,   executing  and   delivering   all
          agreements, certificates, receipts, instructions and other instruments
          contemplated by or deemed advisable in connection with this Agreement.

     This power of attorney,  and all  authority  hereby  conferred,  is granted
     subject to the interests of the other  Shareholders and the Buyer hereunder
     and in  consideration  of the mutual  covenants and agreements made herein,
     and shall be  irrevocable  and shall  not be  terminated  by any act of any
     Shareholder  or by operation of law,  whether by the death or incapacity of
     any Shareholder or by the occurrence of any other event.  Each  Shareholder
     agrees,  jointly and severally,  to hold the  Shareholders'  Agent free and
     harmless from any and all loss,  damage or liability which they, or any one
     of  them,  may  sustain  as a result  of any  action  taken  in good  faith
     hereunder.

     14.10 Entire Agreement.
           ----------------

     This instrument  embodies the entire  agreement  between the parties hereto
with respect to the transactions  contemplated  herein,  and there have been and
are no agreements,  representations or warranties between the parties other than
those set forth or provided for herein.

     14.11 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.

     14.12 Headings.
           --------

     The headings in this Agreement are inserted for convenience  only and shall
not constitute a part hereof.

     14.13 Glossary of Terms.
          ------------------

     The following sets forth the location of  definitions of capitalized  terms
defined in the body of this Agreement:

         "Affiliate" - Section 3.7(k)
          ---------

         "Ancillary Instruments" - Section 3.2(a)
          ---------------------

         "Buyer's Affiliates" - Section 8.1
          ------------------

         "Claim" - Section 8.1
          -----

         "Closing" - Preamble to Article 9
          -------

         "Closing Date" - Section 9
          ------------

                                      -46-
<PAGE>


         "Code" - Section 3.5(e)
          ----

         "Company Employees" - Section 3.15(a)
          -----------------

         "Disclosure Schedule" - Article 14
          -------------------

         "Employee Plans/Agreement(s)" - Section 3.15(a)
          ---------------------------

         "ERISA" - Section 3.15(a)
          -----

         "Government Entities" - Section 3.3
          -------------------

         "HSR Act" - Section 3.3
          -------

         "Indemnified Party" - Section 8.3(a)
          -----------------

         "Indemnifying Party" - Section 8.3(a)
          ------------------

         "Laws" - Section 3.3
          ----

         "Lien" - Section 3.11(a)
          ----

         "Litigation" - Section 3.9
          ----------

         "Orders" - Section 3.3
          ------

         "PBGC" - Section 3.15(b)(ii)
          ----

         "Purchase Price" - Section 2.1
          --------------

         "Real Property" - Section 3.11(c)
          -------------

         "Recent Balance Sheet" - Section 3.4
          --------------------

          "Subsidiary" - Section 3.1(e)]
           ----------

         "Trade Rights" - Section 3.17
          ------------

Where any group or category of items or matters is defined  collectively  in the
plural  number,  any item or matter  within such  definition  may be referred to
using such defined term in the singular number.

                                      -47-
<PAGE>


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

                                                      "BUYER"

                                        PIPELINE TECHNOLOGIES, INC.

                                        By:/s/ Timothy J. Murtaugh
                                        ---------------------------------------
                                        Name: Timothy J. Murtaugh
                                        Title: President

                                                     "COMPANY"

                                        ACHIEVE NETWORKS, INC., a Nevada
                                        corporation


                                        By:/s/ Mark S. Roberts
                                        ---------------------------------------
                                        Name: Mark S. Roberts
                                        Title: President

                                                    "SHAREHOLDERS"


                                        /s/ Mark S. Roberts
                                        ---------------------------------------
                                        MARK S. ROBERTS


                                        /s/ Mark S. Roberts
                                        ---------------------------------------
                                        STEVEN B. HOLMES, RAY HARMON, SHERRI
                                        JOHNSON AND DGN SECURITIES, INC., BY
                                        THEIR ATTORNEY IN FACT, MARK S. ROBERTS