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                                                                   EXHIBIT 10.96


                            ASSET PURCHASE AGREEMENT

                  ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of
October 31, 2001, by and among CoreExpress, Inc., a Delaware corporation
("CoreExpress"), and Williams Communications, LLC, a Delaware limited liability
company ("Purchaser").

                                    RECITALS:

                  WHEREAS, CoreExpress engages in the business of broadband and
Internet Protocol services (the "Business");

                  WHEREAS, CoreExpress is indebted to various vendors and other
creditors (which vendors and other creditors are hereinafter called the
"Creditors") and, in connection therewith, has granted security interests to
certain of such Creditors (the "Secured Creditors") in essentially all assets
and properties of CoreExpress (collectively, the "Collateral");

                  WHEREAS, CoreExpress, Purchaser and the Secured Creditors are
in the process of negotiating a private foreclosure sale of the Collateral by
the Secured Creditors to Purchaser (the "Foreclosure Sale"), to which
CoreExpress intends to consent;

                  WHEREAS, CoreExpress and Purchaser desire to execute this
Agreement to facilitate the Foreclosure Sale, and the Senior Secured Creditors
have consented to CoreExpress' execution of this Agreement; and

                  WHEREAS, certain capitalized terms used herein have the
meanings assigned to them in Article VIII hereof.

                                   AGREEMENT:

                  In consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:

                                   ARTICLE I.
                           PURCHASE AND SALE OF ASSETS

         Section 1.1 Purchase and Sale of Assets. Upon the terms and subject to
the conditions contained herein, at the Closing, CoreExpress will use its best
efforts to cause to be sold, conveyed, transferred and assigned to Purchaser
pursuant to the Foreclosure Sale, and Purchaser will purchase from the Secured
Creditors pursuant to the Foreclosure Sale, all of the right, title and interest
of CoreExpress in and to the properties and assets used or held for use in
CoreExpress' operation of the Business, other than the Excluded Assets,
including, without limitation, all of CoreExpress' right, title and interest in
and to the following (the "Assets"):

                           (i) all machinery, equipment and other tangible
personal property used or held for use by CoreExpress in the operation of the
Business and identified in Schedule 1.1(i) (the "Equipment"); ---------

                           (ii) to the extent assignable under the Bankruptcy
Code, if applicable, or required third party consents to assignment are
obtained, all contracts, agreements, subcontracts and leases entered into by
CoreExpress in connection with the operation of the Business ("Contracts");


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                           (iii) all patents, trademarks, service marks, trade
names, copyrights, know how, technology and inventions and any registrations or
applications for registration of any of the foregoing owned by CoreExpress and
relating to the Business (the "Intellectual Property");

                           (iv) all items of inventory, including raw materials,
work in process, finished goods, supplies and spare parts held by CoreExpress in
connection with the operation of the Business; and

                           (v) all books, records, files and papers of
CoreExpress relating to the Business and the other Assets.

         Section 1.2 Assumption of Liabilities. Purchaser is not assuming,
accepting or undertaking any debt, obligation, duty or liability of CoreExpress
of any kind whatsoever, accrued, contingent or otherwise, whether arising out of
the operation, use or ownership of the Assets or the Business, except that
Purchaser shall assume, and satisfy or perform when due, the liabilities of
CoreExpress set forth on Schedule 4.8 as identified by Purchaser in accordance
with Section 4.8, and Purchaser shall assume any obligations and liabilities
arising under the assigned Contracts after the Closing Date (the "Assumed
Liabilities").

         Section 1.3 Excluded Assets.

                  The parties expressly acknowledge and agree that the following
assets and properties (the "Excluded Assets") shall be excluded from the Assets
being purchased by Purchaser pursuant to this Agreement:

                           (i) all rights of CoreExpress under this Agreement;

                           (ii) all cash and cash equivalents of CoreExpress;

                           (iii) all of the CoreExpress' rights in and to any
Tax assets (including all refunds, credits or claims for refunds or credits
relating to the payment of Taxes attributable to any period ending on or before
the Closing Date or any period beginning before the Closing Date and ending
after the Closing Date, but only with respect to that period up to and including
the Closing Date);

                           (iv) any records (including accounting records)
related to Taxes paid or payable by CoreExpress and all financial and Tax
records relating to the Business that form part of CoreExpress' general ledger;

                           (v) any causes of action arising under Chapter 5 of
the Bankruptcy Code;

                           (vi) any of the Optional Assets not purchased by
Purchaser on the Closing;

                           (vii) all rights of CoreExpress in and to the secular
trust established pursuant to the Trust Agreement dated June 29, 2001 between
CoreExpress and Commerce Bank, N.A.;

                           (viii) all rights of CoreExpress under any insurance
policies, including director and officer insurance policies;

                           (ix) all rights of CoreExpress in and to the retainer
accounts on deposit with any of CoreExpress' attorneys, accountants,
consultants, or other outside professional advisors; and



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                           (x) the other rights and assets of CoreExpress set
forth on Schedule 1.3.

         Section 1.4 Purchase Price and Terms. Upon the terms and subject to the
conditions contained herein and in the Private Foreclosure Agreement, as
consideration for the Assets, Purchaser will pay to the Senior Secured
Creditors, by wire transfer of immediately available funds to an account or the
accounts designated by the Secured Creditors in writing, Nineteen Million Five
Hundred Thousand Dollars ($19,500,000) (the "Purchase Price"). The Purchase
Price shall be reduced dollar for dollar by the amount of the proceeds of any
sales of Assets that were owned by CoreExpress on October 2, 2001, but were
subsequently sold. Purchaser's election to not purchase any or all of the
Optional Assets shall not reduce the Purchase Price.

         Section 1.5 Closing.

                  (a) The consummation of the transactions contemplated herein
and in the Private Foreclosure Agreement (the "Closing") shall take place at
10:00 a.m., local time, on the second (2nd) Business Day following the
satisfaction of the conditions to the obligations of the parties set forth in
Article V hereof and in the Private Foreclosure Agreement, at the offices of
Jenkens & Gilchrist, 1445 Ross Avenue, Suite 3200, Dallas, Texas or at such
other time or place as CoreExpress, the Senior Secured Creditors and Purchaser
may agree in writing (the day on which the Closing takes place being referred to
herein as the "Closing Date").

                  (b) At the Closing, CoreExpress and/or the Secured Creditors,
as applicable, shall execute and deliver, or cause to be executed and delivered,
to Purchaser:

                           (i) the Private Foreclosure Agreement; and

                           (ii) the other documents required to be delivered by
CoreExpress pursuant to Article V hereof.

                  (c) At the Closing, Purchaser shall cause to be paid to Nortel
Networks, as agent for the Secured Creditors, in the manner provided in Section
1.4 hereof, the Purchase Price, and Purchaser shall execute and deliver to
CoreExpress and/or the Secured Creditors, as applicable:

                           (i) the Private Foreclosure Agreement;

                           (ii) an instrument of assumption evidencing
Purchaser's assumption of the Assumed Liabilities; and

                           (iii) the other documents required to be delivered by
Purchaser pursuant to Article V hereof.

                                  ARTICLE II.
                  REPRESENTATIONS AND WARRANTIES OF COREEXPRESS

                  CoreExpress hereby represents and warrants to Purchaser that
the statements contained in this Article II are correct and complete as of the
date of this Agreement and will be correct and complete as of the Closing Date
as though made at such time (except to the extent such representations and
warranties speak expressly as of an earlier date), except as set forth in the
disclosure schedule delivered by CoreExpress to Purchaser and attached hereto
(the "Disclosure Schedule"):



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         Section 2.1 Corporate Organization and Authority of CoreExpress.
CoreExpress has been duly incorporated and is validly existing as a corporation
in good standing under the laws of the State of Delaware. CoreExpress has the
corporate power and authority to own or lease its properties and to conduct the
Business as it is now being conducted and CoreExpress has the corporate power
and authority to enter into this Agreement and, in the event the Sale Procedure
Order and the Approval Order are entered by the Bankruptcy Court, to perform its
obligations hereunder. CoreExpress is duly licensed or qualified and in good
standing as a foreign corporation or other foreign entity in each jurisdiction
in which the ownership of its property or the character of its activities is
such as to require it to be so licensed or qualified, except where the failure
to be so licensed or qualified would not have a Material Adverse Effect or
materially adversely affect or restrict the ability of CoreExpress to consummate
the transactions contemplated by this Agreement. The execution and delivery of
this Agreement by CoreExpress and, in the event the Sale Procedure Order and the
Approval Order are entered by the Bankruptcy Court, the consummation of the
transactions contemplated hereby have been duly and validly authorized and
approved by the Board of Directors of CoreExpress, and no other corporate or
other necessary proceeding on the part of CoreExpress is necessary to authorize
this Agreement or the transactions contemplated hereby. This Agreement has been
duly and validly executed and delivered by CoreExpress and constitutes a legally
valid and binding obligation of CoreExpress, enforceable against CoreExpress in
accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors' rights generally and subject, as to enforceability, to general
principles of equity. The enforceability of this Agreement is also subject to
(i) for purposes of this representation and warranty being made as of the
Closing Date, the discretion of the Bankruptcy Court for so long as the
Bankruptcy Court retains jurisdiction over the Chapter 11 Cases, if applicable
and (ii) for purposes of this representation and warranty being made as of the
date hereof (but not for purposes of this representation and warranty being made
as of the Closing Date), the commencement of the Chapter 11 Cases and entry of
the Approval Order, if applicable.

         Section 2.2 No Conflict. Except as set forth in Schedule 2.2 of the
Disclosure Schedule, the execution and delivery of this Agreement by CoreExpress
and, in the event the Chapter 11 Cases are commenced and the Approval Order is
entered by the Bankruptcy Court, the consummation of the transactions
contemplated hereby do not and will not violate any provision of, or result in
the breach of (except as a result of the Chapter 11 Cases) any applicable law,
rule or regulation of any Governmental Authority, the Certificate of
Incorporation, Bylaws or other organizational documents of CoreExpress, or of
any order, judgment or decree applicable to any of them, or terminate or result
in the termination of any such agreement, indenture or instrument, or result in
the creation of any Lien, charge or encumbrance upon any of the properties or
assets of CoreExpress, or constitute an event which, after notice or lapse of
time or both, would result in any such violation, breach, acceleration,
termination or creation of a Lien, except to the extent that the occurrence of
any of the foregoing would not have a Material Adverse Effect or materially
adversely affect or restrict the ability of CoreExpress to consummate the
transactions contemplated by this Agreement.

         Section 2.3 Subsidiaries. CoreExpress has no Subsidiaries.

         Section 2.4 Assets. The Assets include all material assets currently in
use in the conduct of the Business, as presently conducted. Except as set forth
on Schedule 2.4, CoreExpress has good and marketable title to all of the Assets
free and clear of any and all Liens other than Permitted Liens.

         Section 2.5 Contracts; No Defaults.

                  (a) Subject to restrictions on the disclosure of confidential
information, Schedule 2.5 of the Disclosure Schedule contains a list of all
Contracts described in clauses (i) through (iv) below to which CoreExpress is a
party, other than any such Contract (x) which will be terminated at or prior to
the



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Closing or (y) as to which Purchaser will not have any liability following the
Closing, to the extent that such Contracts relate to the operation of the
Business. True, correct and complete copies of Contracts referred to in clauses
(i)-(iv) below have been made available to Purchaser or its agents or
representatives.

                           (i) Each Contract providing for the performance of
services or the delivery of goods and/or materials by CoreExpress entered into
outside the ordinary course of business of CoreExpress and which provides for
consideration to be furnished to or by CoreExpress of value in excess of
$100,000 in any one year;

                           (ii) Each note, debenture, other evidence of
indebtedness, guarantee, loan, credit or financing agreement or instrument or
other contract for money borrowed, including any agreement or commitment for
future loans, credit or financing;

                           (iii) Each lease, rental or occupancy agreement
involving aggregate payments in excess of $100,000 in any one year; and

                           (iv) Each material licensing agreement or other
Contract with respect to patents, trademarks, copyrights, or other intellectual
property, including agreements with current or former employees, consultants, or
contractors regarding the appropriation or the nondisclosure of Intellectual
Property, other than customary employee, vendor and other non-disclosure
agreements.

                  (b) Except as set forth on Schedule 2.5 of the Disclosure
Schedule and other than in connection with the Chapter 11 Cases, (i) the
Contracts listed pursuant to Section 2.5(a) hereof are in full force and effect,
(ii) such Contracts are enforceable against CoreExpress and, to the knowledge of
CoreExpress, the other parties thereto, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditors' rights generally and subject to general principles of
equity and (iii) no condition exists or event has occurred which, with notice or
lapse of time or both, would constitute a default by CoreExpress under the
Contracts listed pursuant to paragraph (a) of this Section 2.5, or, to the
knowledge of CoreExpress, any other party thereto, except where the occurrence
of such event or existence of any such condition would not have a Material
Adverse Effect.

         Section 2.6 Intellectual Property. Schedule 2.6(A) lists each material
patent, registered trademark, service mark and trade name or registered
copyright and applications for any of the foregoing, held by CoreExpress and
used in the operation of the Business, other than those that constitute Excluded
Assets. The Contracts listed on Schedule 2.6(A) of the Disclosure Schedule
include all license or sublicense agreements entered into by CoreExpress in
connection with the conduct of the Business with respect to any patent,
trademark, service mark, logo, trade name or copyright (other than those that
constitute Excluded Assets) to which CoreExpress is a party and which is
material to the operation of the Business, as presently being conducted. Except
as set forth on Schedule 2.6(A) of the Disclosure Schedule, to the knowledge of
CoreExpress, (i) CoreExpress owns or has the right to use pursuant to license,
sublicense, agreement or permission, each item of Intellectual Property used in
the operation of the Business as currently conducted, except where the failure
to hold such title or have such rights would not have a Material Adverse Effect,
and (ii) there is no claim of infringement pending or threatened against
CoreExpress relating to any material item of Intellectual Property used in the
operation of the Business, as presently conducted. To the knowledge of
CoreExpress, Schedule 2.6(B) lists substantially all of the software used by
CoreExpress in connection with the conduct of the Business, as presently
conducted.



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         Section 2.7 Real Property. Schedule 2.7 lists the address of all real
property now used or occupied by CoreExpress and related to the Business and the
name of the record owner thereof. Except as set forth on Schedule 2.7,
CoreExpress has good and valid title to the leasehold estate under each
leasehold estate under each lease for which CoreExpress is a tenant free and
clear of all Liens other than Permitted Liens and enjoys peaceful and
undisturbed possession under each such lease.

         Section 2.8 Litigation and Proceedings. Except as set forth on Schedule
2.8 of the Disclosure Schedule, the Chapter 11 Cases, and proceedings giving
rise solely to liabilities constituting Excluded Liabilities, there are no
lawsuits, actions, suits, claims or other proceedings at law or in equity, or to
the knowledge of CoreExpress, investigations, before or by any court or
Governmental Authority or before any arbitrator pending or, to the knowledge of
CoreExpress, threatened, against CoreExpress, other than any such proceeding
which would not have a Material Adverse Effect. Except as set forth on Schedule
2.8 of the Disclosure Schedule, there is no unsatisfied judgment, order or
decree requiring payment of monetary damage or any open injunction binding upon
CoreExpress that would have a Material Adverse Effect.

         Section 2.9 Legal Compliance. Except with respect to matters set forth
on Schedule 2.9 of the Disclosure Schedule, and except with respect to
compliance with Environmental Laws (as to which certain representations and
warranties are made pursuant to Section 2.10), to the knowledge of CoreExpress,
CoreExpress is in compliance with all laws (including rules and regulations
thereunder) of federal, state, local and foreign governments (and all agencies
thereof) applicable to the Business ("Applicable Law"), except where such
instances of noncompliance would not have a Material Adverse Effect.

         Section 2.10 Environmental Matters. Except as set forth on Schedule
2.10 of the Disclosure Schedule, to the knowledge of CoreExpress, (i)
CoreExpress is in compliance with all applicable Environmental Laws and (ii)
CoreExpress has no liability under any such Environmental Laws, except, in each
case, where any such liability would not have a Material Adverse Effect. Except
as set forth on Schedule 2.10 of the Disclosure Schedule, to the knowledge of
CoreExpress, (i) CoreExpress has not received any written notices of any
violation or alleged violation of applicable Environmental Laws relating to the
operations or properties of CoreExpress and (ii) there are no writs, injunctions
decrees, orders or judgments outstanding, or any actions, suits, claims,
proceedings or investigations pending or threatened against CoreExpress relating
to compliance with applicable Environmental Laws.

         Section 2.11 Taxes.

                  (a) CoreExpress has timely filed all Tax Returns that it was
required to file. All such Tax Returns were correct and complete in all material
respects. CoreExpress has timely paid all material Taxes due and payable. No
material claims are being asserted in writing with respect to any such Taxes.

                  (b) The Assets are not subject to any material Tax Liens.

                  (c) None of the Assets directly or indirectly secures any debt
the interest on which is tax-exempt under Section 103(a) of the Code. None of
the transferred Assets is property required to be treated as being owned by any
other person pursuant to the "safe harbor lease" provisions of former Section
168(f)(8) of the Code. None of the transferred Assets is "tax exempt use
property" within the meaning of Section 168(h) of the Code.

                  (d) The representations and warranties set forth in this
Section 2.11 are not applicable to the extent that Buyer cannot be made liable
for Taxes relating to matters constituting breach of such representations and
warranties.



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         Section 2.12 Governmental Authorities; Consents. Other than in
connection with the Chapter 11 Cases, the consents required of lienholders
disclosed on Schedule 2.4, and other than as disclosed in Schedule 2.12 of the
Disclosure Schedule, and assuming the truth and completeness of the
representations and warranties of Purchaser contained in this Agreement, no
consent, approval or authorization of, or designation, declaration or filing
with, any Governmental Authority or other third party is required on the part of
CoreExpress with respect to CoreExpress' execution or delivery of this Agreement
or the consummation of the transactions contemplated hereby, except that no
representation or warranty is made with respect to any third party consents
required for CoreExpress' assignment of any Contract other than the Contracts
set forth on Schedule 2.5.

         Section 2.13 No Brokers, Finders, etc. CoreExpress has not paid and
will not be obligated to pay any fee or commission to any broker, finder or
other intermediary for or on account of the transactions contemplated by this
Agreement.

         Section 2.14 Condition of Assets.

                  Except as set forth in this Agreement, CoreExpress makes no
representations or warranties whatsoever, express or implied, with respect to
any matter relating to the Assets (including, without limitation, the physical
condition of any personal property comprising a part of the Assets, the title of
the Assets (or any portion thereof), the merchantability or fitness of the
Assets (or any portion thereof) for any particular purpose, or any other matter
or thing relating to the Assets (or any portion thereof). Without in any way
limiting the foregoing, CoreExpress hereby disclaims any warranty (express or
implied) of merchantability or fitness for any particular purpose as to any
portion of the Assets. The Assets will be sold hereunder "AS IS," "WHERE IS,"
and "WITH ALL FAULTS."

                                  ARTICLE III.
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

                  Purchaser hereby represents and warrants to CoreExpress that
the statements contained in this Article III are correct and complete as of the
date of this Agreement and will be correct and complete as of the Closing Date
as though made at such time (except to the extent such representations and
warranties speak expressly as of an earlier date):

         Section 3.1 Organization and Authority of Purchaser. Purchaser has been
duly formed and is validly existing as a limited liability company in good
standing under the laws of the State of Delaware and has the power and authority
to enter into and perform its obligations under this Agreement. The execution
and delivery of this Agreement by Purchaser and the consummation of the
transactions contemplated hereby have been duly and validly authorized and
approved and no other limited liability company proceeding on the part of
Purchaser is necessary to authorize this Agreement or the transactions
contemplated hereby. This Agreement has been duly and validly executed and
delivered by Purchaser and constitutes a legally valid and binding obligation of
Purchaser, enforceable against Purchaser in accordance with its terms, subject
to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights generally and subject,
as to enforceability, to general principles of equity.

         Section 3.2 No Conflict. The execution and delivery of this Agreement
by Purchaser and the consummation of the transactions contemplated hereby does
not and will not violate any provision of, or result in the breach of any
applicable law, rule or regulation of any Governmental Authority, the charter
documents of Purchaser or any agreement, indenture or other instrument to which
Purchaser is a party or



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by which Purchaser may be bound, or of any order, judgment or decree applicable
to Purchaser, or terminate or result in the termination of any such agreement,
indenture or instrument, or result in the creation of any Lien, charge or
encumbrance upon any of the properties or assets of Purchaser or constitute an
event which, after notice or lapse of time or both, would result in any such
violation, breach, acceleration, termination or creation of a Lien, except to
the extent that the occurrence of the foregoing would not materially adversely
effect the ability of Purchaser to enter into and perform its obligations under
this Agreement.

         Section 3.3 Litigation and Proceedings. There are no lawsuits, actions,
suits, claims or other proceedings at law or in equity, or, to the knowledge of
Purchaser, investigations, before or by any court or Governmental Authority or
before any arbitrator pending or, to the knowledge of Purchaser, threatened,
against Purchaser or any of its Affiliates which, if determined adversely, would
materially adversely effect the ability of Purchaser to enter into and perform
its obligations under this Agreement. There is no unsatisfied judgment or any
open injunction binding upon Purchaser or any of its Affiliates which would
materially adversely effect the ability of Purchaser to enter into and perform
its obligations under this Agreement.

         Section 3.4 Governmental Authorities: Consents. Other than in
connection with the Chapter 11 Cases, the entry of the Sale Procedure Order, the
entry of the Approval Order, and as otherwise disclosed in Schedule 3.4, and
assuming the truth and completeness of the representations and warranties of
CoreExpress contained in this Agreement, no consent, approval or authorization
of, or designation, declaration or filing with, any Governmental Authority or
other third party is required on the part of Purchaser with respect to
Purchaser's execution or delivery of this Agreement or the consummation of the
transactions contemplated hereby.

         Section 3.5 Financial Ability. Purchaser has the financial resources
necessary to consummate the transactions contemplated by this Agreement,
including, without limitation, the ability to pay the Purchase Price at Closing.

         Section 3.6 No Brokers, Finders, etc. Purchaser has not paid and will
not become obligated to pay any fee or commission to any broker, finder or other
intermediary for or on account of the transactions contemplated by this
Agreement.

         Section 3.7 Purchaser Acknowledgment. PURCHASER ACKNOWLEDGES THAT
COREEXPRESS MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING COREEXPRESS, ITS
RESPECTIVE ASSETS (INCLUDING, WITHOUT LIMITATION, INTELLECTUAL PROPERTY) OR THE
BUSINESS, OTHER THAN AS EXPRESSLY SET FORTH IN ARTICLE II HEREOF AND THAT
COREEXPRESS EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

                                  ARTICLE IV.
                                    COVENANTS

         Section 4.1 Conduct of Business. From the date hereof through the
Closing, CoreExpress shall, except as may be contemplated by this Agreement or
as consented to by Purchaser in writing (which consent shall not be unreasonably
withheld or delayed) and except to the extent inconsistent with the Bankruptcy
Code or prohibited by the Bankruptcy Court, if applicable, operate its business
in the ordinary course and substantially in accordance with past practices, and
use its reasonable efforts not to take any action inconsistent with this
Agreement. Without limiting the generality of the foregoing, unless



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consented to by Purchaser in writing (which consent shall not be unreasonably
withheld or delayed) and except to the extent ordered by the Bankruptcy Court,
if applicable, CoreExpress shall not:

                  (a) enter into, extend, materially modify, terminate or renew
any Contract of a type required to be listed on Schedule 2.5 of the Disclosure
Schedule, except in the ordinary course of business;

                  (b) sell, assign, transfer, convey, lease or otherwise dispose
of any material Assets except in the ordinary course of business;

                  (c) except as otherwise required by law or consistent with
past practices, take any action with respect to the grant of any severance or
termination pay (except pursuant to policies or agreements of CoreExpress in
effect on the date hereof) which will become due and payable from Purchaser on
or after the Closing Date; make any change in the key management structure
CoreExpress, including, without limitation, the hiring of additional officers or
the terminations of existing officers, other than in the ordinary course of
business;

                  (d) waive or relinquish any material right or claim, other
than in the ordinary course of business consistent with past practices; or

                  (e) file any voluntary case under Chapter 11 of the Bankruptcy
Code.

         Section 4.2 Inspection. Subject to confidentiality obligations and
similar restrictions that may be applicable to information furnished to
CoreExpress by third-parties that may be in possession of CoreExpress from time
to time, CoreExpress shall afford to Purchaser and its accountants, counsel and
other representatives reasonable access, during normal business hours, to the
properties, books, contracts, commitments, Tax Returns, records and appropriate
officers and employees of CoreExpress, and shall furnish such representatives
with all financial and operating data and other information concerning the
affairs of CoreExpress as they may reasonably request.

         Section 4.3 Reasonable Best Efforts.

                  On the terms and subject to the conditions of this Agreement
and subject to the provisions of the Private Foreclosure Agreement, each of
parties hereto shall use, and shall cause its Affiliates to use, its best
efforts to cause the Closing to occur, including taking all reasonable actions
necessary to comply promptly with all legal requirements that may be imposed on
it or any of its Affiliates with respect to the Closing. Each of the parties
hereto shall not, and shall not permit any of their respective Affiliates to,
take any actions that would, or that could reasonably be expected to, result in
any of the conditions set forth in Article V not being satisfied.

         Section 4.4 Support of Transaction. Without limiting the provisions of
Section 4.3, Purchaser and CoreExpress shall each (i) use its reasonable best
efforts to assemble, prepare and file any information (and, as needed, to
supplement such information) as may be reasonably necessary to obtain as
promptly as practicable all governmental and regulatory consents required to be
obtained in connection with the transactions contemplated hereby, (ii) use its
reasonable best efforts to obtain all material consents and approvals of third
parties that any of Purchaser, CoreExpress, or their respective Affiliates are
required to obtain in order to consummate the transactions contemplated hereby,
(iii) take such other action as may reasonably be necessary or as another party
may reasonably request to satisfy the conditions of Article V or otherwise to
comply with this Agreement and (iv) provide the other parties, and such other
party's employees, officers, accountants, lawyers, financial advisors and other




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representatives with access to its personnel, properties, business and records
under all reasonable circumstances.

         Section 4.5 Tax Matters.

                  (a) Purchaser shall timely pay, and shall indemnify and hold
harmless CoreExpress from, all transfer, conveyance or similar Taxes imposed as
a result of the transactions contemplated by this Agreement. CoreExpress and
Purchaser shall cooperate in timely making all filings, returns, reports and
forms as may be required in connection with Purchaser's payment of such Taxes.
CoreExpress and Purchaser, as appropriate, shall execute and deliver all
instruments and certificates necessary to enable the other to comply with any
filing requirements relating to any such Taxes.

                  (b) CoreExpress shall furnish to Purchaser an affidavit, on or
prior to the Closing Date, stating, under penalty of perjury, that the indicated
number is CoreExpress' United States taxpayer identification number and that
CoreExpress is not a foreign person, pursuant to Section 1445(b)(2) of the Code.

                  (c) All real property taxes, personal property taxes and
similar ad valorem obligations levied with respect to the Assets for a taxable
period which includes (but does not end on) the Closing Date shall be
apportioned between CoreExpress and Purchaser based on the number of days of
such taxable period which fall on or before the Closing Date (a "Pre-Closing Tax
Period") and the number of days of such taxable period after the Closing Date (a
"Post-Closing Tax Period"). CoreExpress shall be liable for the proportionate
amount of such taxes that is attributable to the Pre-Closing Tax Period, and
Purchaser shall be liable for the proportionate amount of such taxes that is
attributable to the Post-Closing Tax Period.

         Section 4.6 Employee Matters.

                  (a) CoreExpress shall retain full responsibility for and shall
be solely liable for the payment of all benefits accrued or payable to its
employees under any employee benefit, fringe benefit, deferred compensation,
incentive or bonus plan maintained by or on behalf of CoreExpress. Purchaser
shall not assume and shall not have any liability or obligation, contingent or
otherwise, with respect to any such employee benefit or related plan.
CoreExpress shall bear the entire cost and expense of all workers' compensation
claims made by the employees of the Business based on employment prior to the
Closing Date. In the event Purchaser offers employment or hires any employees or
former employees of CoreExpress, Purchaser shall have no obligation to continue
in effect the same type or level of salary or benefits currently in effect
covering such employees of CoreExpress.

                  (b) Purchaser acknowledges that upon consummation of the
transactions contemplated by this Agreement, CoreExpress will terminate the
employment of substantially all of its employees and will be in the process of
liquidation. As such CoreExpress may continue to maintain a group health plan
for a limited period of time following the Closing Date for the benefit of a
small number of employees. If and to the extent Purchaser is obligated by COBRA
to do so, Purchaser agrees and shall be responsible for providing continuation
coverage as required by COBRA, under a group health plan maintained by
Purchaser, to those employees of CoreExpress and any other qualified
beneficiaries under COBRA with respect to such employees, who have a COBRA
qualifying event (due to termination of employment with CoreExpress or
otherwise) prior to or in connection with the transactions contemplated by this
Agreement, including any employees of CoreExpress who remain employed following
the Closing Date and who lose coverage upon termination of the CoreExpress'
group health plan (the "Continuees"). Purchaser shall indemnify and hold
CoreExpress harmless from any and



                                       10
<PAGE>

all damages, liabilities, claims or expenses incurred by the CoreExpress as a
result of the failure of Purchaser to comply with any of the requirements of
COBRA, including applicable notice requirements.

                  (c) No provision of this Section 4.6 shall create any third
party beneficiary or other rights in any employee or former employee (including
any beneficiary or dependent thereof) of the CoreExpress or of any of its
subsidiaries in respect of continued employment (or resumed employment) with the
Purchaser any of its Affiliates and no provision of this Section 4.6 shall
create any such rights in any such Persons in respect of any benefits that may
be provided, directly or indirectly, under any of CoreExpress' employee benefit
plans which may be established by the Purchaser or any of its Affiliates. No
provision of this Agreement shall constitute a limitation on rights to amend,
modify or terminate after the Closing Date any such plans or arrangements of the
Purchaser or any of its Affiliates.

         Section 4.7 Optional Assets. Within 10 days following the date hereof,
Purchaser shall identify certain assets ("Optional Assets") of CoreExpress that
Purchaser may or may not elect to purchase as part of the purchase of Assets at
the Closing. At least 3 Business Days prior to the Closing. Purchaser shall
provide to CoreExpress a list of the Optional Assets that it shall not purchase
at the Closing, provided, however, that Purchaser shall continue to have the
right to reject any Optional Assets that take the form of an agreement, contract
or license and for which CoreExpress is not able to provide documentation prior
to Closing, and such right shall continue for a period of five Business Days
after such documentation is delivered to Purchaser. The election to purchase or
not purchase any of the Optional Assets shall be solely at the direction of
Purchaser.

         Section 4.8 Identification of Assumed Liabilities. Within 10 days
following the date hereof, Purchaser shall identify certain liabilities of
CoreExpress that Purchaser shall assume as part of the transaction contemplated
hereby. Such liabilities will be set forth on Schedule 4.8 to be incorporated
herein by reference. The election by Purchaser to assume or not assume any
liabilities of CoreExpress shall be solely at the direction of Purchaser.

         Section 4.9 Bankruptcy Court Approval.

                  (a) In the event CoreExpress becomes a debtor in a Chapter 11
Case, then on or before four (4) Business Days after the commencement of the
Chapter 11 Cases, CoreExpress shall file a motion or motions with the Bankruptcy
Court seeking entry of (i) the Approval Order approving, inter alia, the sale of
the Assets to Purchaser pursuant to Sections 363 and 365 of the Bankruptcy Code,
and (ii) an order substantially in the form attached hereto as Annex B (the
"Sale Procedure Order"), inter alia, (a) approving the Termination Amount and
providing that, in the event the obligation of CoreExpress to pay Purchaser the
Termination Amount arises, such obligation shall constitute an administrative
expense under Sections 503(b) and 507(a)(1) of the Bankruptcy Code and shall be
payable in accordance with the provisions of Section 6.1 hereto without further
order of the Bankruptcy Court, (b) establishing procedures and deadlines for the
submission and consideration of competing offers, including, without limitation,
that (1) a competing offer to purchase or dispose of the Assets (a "Competing
Offer") must be in substantially the same form as this Agreement, (2) a
Competing Offer shall not be considered to be a higher and better offer unless,
at a minimum, such offer provides for aggregate consideration in cash of at
least $21,000,000 (with respect to the initial round of bidding) and of at least
$100,000 in excess of the aggregate consideration contained in such bidder's
prior Competing Offer (with respect to each subsequent round of bidding, if
any), and (3) Purchaser shall be entitled at its option to make a revised offer
following such Competing Offer, and (c) scheduling a hearing to consider entry
of the Approval Order and providing that notice of such hearing be given to all
of CoreExpress' creditors and interest holders of record and published in the
Wall Street Journal (National Edition) and is otherwise in accordance with
Bankruptcy Rule 2002. Purchaser and CoreExpress agree to make promptly any
filings, to take all actions and to use their reasonable best efforts to obtain
entry of the Sale Procedure Order,



                                       11
<PAGE>

entry of the Approval Order and any and all other approvals and orders necessary
or appropriate for the consummation of the transactions contemplated hereby.

                  (b) Prior to entry of the Approval Order, CoreExpress and
Purchaser shall accurately inform the Bankruptcy Court of all material facts of
which they are aware relating to this Agreement and the transactions
contemplated hereby.

                  (c) If the Approval Order, Sale Procedure Order or any other
orders of the Bankruptcy Court relating to this Agreement shall be appealed by
any Person (or a petition for certiorari or motion for rehearing or reargument
shall be filed with respect thereto), CoreExpress agrees to take all steps as
may be reasonable and appropriate to defend against such appeal, petition or
motion, and Purchaser agrees to cooperate in such efforts, and each party hereto
agrees to use its reasonable best efforts to obtain an expedited resolution of
such appeal; provided, however, that nothing herein shall preclude the parties
hereto from consummating the transactions contemplated herein if the Approval
Order shall have been entered and has not been stayed.

                  (d) Prior to Closing, the sale of the Assets to Purchaser
pursuant to this Agreement and the other transactions contemplated by this
Agreement shall have been approved by order of the Bankruptcy Court pursuant to
Sections 363 and 365 of the Bankruptcy Code, pursuant to the Approval Order in
substantially the form attached hereto as Annex C. Purchaser and CoreExpress
agree to use their reasonable best efforts to cause the Bankruptcy Court to
enter an Approval Order.

                                   ARTICLE V.
                            CONDITIONS TO OBLIGATIONS

         Section 5.1 Conditions to Obligations of Purchaser and CoreExpress. The
obligations of Purchaser and CoreExpress to consummate, or cause to be
consummated, the transactions contemplated hereby are subject to the
satisfaction of the following conditions, any one or more of which may be waived
in writing by such parties:

                  (a) All necessary permits, approvals, clearances, and consents
of, and all filings with, Governmental Authorities required to be procured by
Purchaser or CoreExpress in connection with the transactions contemplated by
this Agreement shall have been procured, except as would not have a Material
Adverse Effect.

                  (b) There shall not be in force any order or decree, statute,
rule or regulation nor shall there be on file any complaint by a Governmental
Authority seeking an order or decree, restraining, enjoining or prohibiting the
consummation of the transactions contemplated hereby; provided that, the
foregoing condition shall not relieve Purchaser of its obligations under Section
4.3 hereof.

                  (c) The Private Foreclosure Agreement shall have been executed
by the parties thereto and the conditions to consummate the Foreclosure Sale set
forth therein shall have been satisfied.

         Section 5.2 Conditions to Obligations of Purchaser. The obligations of
Purchaser to consummate, or cause to be consummated, the transactions
contemplated by this Agreement are subject to the satisfaction of the following
additional conditions, any one or more of which may be waived in writing by
Purchaser:



                                       12
<PAGE>

                  (a) Each of the representations and warranties of CoreExpress
contained in this Agreement shall be true and correct both on the date hereof
and as of the Closing, as if made anew at and as of that time, except as would
not have a Material Adverse Effect, and each of the covenants and agreements of
CoreExpress to be performed as of or prior to the Closing shall have been duly
performed in all material respects, except in each case for changes after the
date hereof which are contemplated or permitted by this Agreement and there
shall not have been any events resulting in a Material Adverse Effect.

                  (b) CoreExpress shall have delivered to Purchaser a
certificate signed by an officer of CoreExpress, dated as of the Closing Date,
certifying that, to the best of the knowledge and belief of such officer, the
conditions specified in Section 5.1, as they relate to CoreExpress, and
subsection 5.2(a) have been fulfilled.

                  (c) Any consent required for the consummation of the
transactions contemplated hereby under any Contract listed on Schedule 2.5 of
the Disclosure Schedule shall have been obtained, except as provided in Section
5.1(b) or where the failure to obtain such consent would not have a Material
Adverse Effect.

         Section 5.3 Conditions to the Obligations of CoreExpress. The
obligation of CoreExpress to consummate the transactions contemplated by this
Agreement is subject to the satisfaction of the following additional conditions,
any one or more of which may be waived in writing by CoreExpress:

                  (a) Each of the representations and warranties of Purchaser
contained in this Agreement shall be true and correct both on the date hereof
and as of the Closing, as if made anew at and as of that time, except as would
not have a material adverse effect on Purchaser, and each of the covenants and
agreements of Purchaser to be performed as of or prior to the Closing shall have
been duly performed in all material respects, except in each case for changes
after the date hereof which are contemplated or expressly permitted by this
Agreement.

                  (b) Purchaser shall have delivered to CoreExpress a
certificate signed by an officer of Purchaser, dated as of the Closing Date,
certifying that, to the best of the knowledge and belief of such officer, the
conditions specified in Section 5.1, as they relate to Purchaser, and subsection
5.3(a) have been fulfilled.

                  (c) In the event the Chapter 11 Cases have been filed, then
the Approval Order shall have been entered.

                                  ARTICLE VI.
                                   TERMINATION

         Section 6.1 Termination Payment. In the event this Agreement is
terminated pursuant to Section 6.2(b)(i) of this Agreement or in the event the
Secured Creditors sell substantially all of the Assets to a Person (or group of
Persons) other than the Purchaser for a price greater than the Purchase Price
(provided that Purchaser is not then in material breach of any of the provisions
of this Agreement or has not previously terminated this Agreement), CoreExpress
shall be obligated to pay to Purchaser, in cash, the sum of $600,000 plus an
amount (not to exceed $200,000) on account of the Purchaser Expenses (such sum
being the "Section 6.2(b)(i) Termination Amount"), which amount shall be payable
on the consummation of the sale (whether in one transaction or a series of
transactions) of either CoreExpress or all or substantially all of the assets of
CoreExpress relating to the Business or substantially all of the Assets to a
Person (or group of Persons) other than Purchaser or an Affiliate of Purchaser.
In the event this Agreement is terminated pursuant to Section 6.2(c)(i) or
Section 6.2(c)(ii) of this Agreement, then



                                       13
<PAGE>

CoreExpress shall be obligated to pay Purchaser, immediately upon such
termination of this Agreement, an amount (not to exceed $200,000) on account of
the Purchaser Expenses (the "Alternative Termination Amount" and together with
the Section 6.2(b)(i) Termination Amount, the "Termination Amount").

         Section 6.2 Termination. This Agreement may be terminated and the
transactions contemplated hereby may be abandoned at any time prior to the
Closing:

                  (a) by mutual consent of each of CoreExpress and Purchaser;

                  (b) by either of CoreExpress or Purchaser (provided that such
party is not then in material breach of any provisions of this Agreement):

                           (i) if the Bankruptcy Court approves a sale, transfer
or other disposition of CoreExpress or all or substantially all of the assets of
CoreExpress relating to the Business or substantially all of the Assets to a
Person (or group of Persons) other than Purchaser or an Affiliate of Purchaser;

                           (ii) if a Governmental Authority shall have issued an
order, decree or ruling or taken any other action (which order, decree or ruling
the parties hereto shall use their reasonable best efforts to lift), in each
case permanently restraining, enjoining or otherwise prohibiting the
transactions contemplated by this Agreement and such order, decree, ruling or
other action shall have become final and non-appealable; or

                           (iii) if the Closing shall not have occurred on or
before the Outside Closing Date;

                  (c) by Purchaser (provided that Purchaser is not then in
material breach of any provision of this Agreement):

                           (i) if the Sale Procedure Order has not been entered
by the Bankruptcy Court within fifteen (15) days of the filing of the bankruptcy
petition by CoreExpress and, as of the time of such termination of this
Agreement, the Sale Procedure Order has not been entered by the Bankruptcy
Court;

                           (ii) if the Approval Order has not been entered by
the Bankruptcy Court within forty-five (45) days of the filing of the bankruptcy
petition with respect to CoreExpress and, as of the time of such termination of
this Agreement, the Approval Order has not been entered by the Bankruptcy Court;
or

                           (iii) if a material default or breach shall be made
with respect to CoreExpress with respect to the due and timely performance of
any of its covenants or agreements contained herein, or if CoreExpress'
representations or warranties contained in the Agreement shall have become
inaccurate and such inaccuracy would have a Material Adverse Effect, if such
default, breach or inaccuracy has not been cured or waived within ten (10) days
after written notice to CoreExpress specifying, in reasonable detail, such
claimed default, breach or inaccuracy and demanding its cure or satisfaction; or

                  (d) by CoreExpress (provided that CoreExpress is not then in
material breach of any provision of this Agreement) if a material default or
breach shall be made by Purchaser with respect to the due and timely performance
of any of its covenants or agreements contained herein, or if its
representations or warranties contained in the Agreement shall have become
inaccurate and such inaccuracy would have a material adverse effect on
Purchaser, if such default, breach or inaccuracy has



                                       14
<PAGE>

not been cured or waived within ten (10) days after written notice to Purchaser
specifying, in reasonable detail, such claimed default, breach or inaccuracy and
demanding its cure or satisfaction.

         Section 6.3 Procedure and Effect of Termination. In the event of
termination and abandonment of the transactions contemplated hereby pursuant to
Section 6.2, written notice thereof shall forthwith be given to the other
parties to this Agreement and this Agreement shall terminate (subject to the
provisions of this Section 6.3) and the transactions contemplated hereby shall
be abandoned, without further action by any of the parties hereto. If this
Agreement is terminated as provided herein, then no party hereto shall have any
liability or further obligation to any other party to this Agreement resulting
from such termination except (i) that the provisions of Section 6.1 and this
Section 6.3 shall remain in full force and effect and (ii) no party waives any
claim or right against a breaching party for willful breach.

                                  ARTICLE VII.
                               CERTAIN DEFINITIONS

                  As used herein, the following terms shall have the following
meanings:

                  "Affiliate" means, with respect to any specified Person, any
Person that, directly or indirectly, controls, is controlled by, or is under
common control with, such specified Person, through one or more intermediaries
or otherwise.

                  "Agreement" has the meaning specified in the Preamble hereto.

                  "Alternative Termination Amount" has the meaning specified in
Section 6.1.

                  "Applicable Law" has the meaning specified in Section 2.11

                  "Approval Order" means the order pursuant to Sections 105(a),
363 and 1146(c) of the Bankruptcy Code (i) authorizing CoreExpress' sale of the
Assets free and clear of liens, claims and interests and (ii) approving an Asset
Purchase Agreement.

                  "Assets" has the meaning specified in Section 1.1

                  "Assumed Liabilities" has the meaning specified in Section
1.2.

                  "Bankruptcy Code" means Chapter 11 of Title 11 of the United
States Code, 11 U.S.C. Section 101, et seq.

                  "Bankruptcy Court" means a United States Bankruptcy Court or
such other court exercising jurisdiction over CoreExpress' bankruptcy cases.

                  "Business" has the meaning specified in the Recitals hereof.

                  "Business Day" means any day that is not a Saturday, Sunday or
other day on which banks are required or authorized by law to be closed in
Chicago, Illinois.

                  "Chapter 11 Cases" means any case in which CoreExpress becomes
a debtor under Chapter 11 of the Bankruptcy Code, if applicable.

                  "Closing" has the meaning specified in Section 1.5.

                  "Closing Date" has the meaning specified in Section 1.5.



                                       15
<PAGE>

                  "Code" means the Internal Revenue Code of 1986, as amended,
and the rules and regulations promulgated thereunder.

                  "Collateral" has the meaning specified in the Recitals hereof.

                  "Contracts" has the meaning specified in Section 1.1.

                  "CoreExpress" has the meaning specified in the Preamble
hereto.

                  "Creditors" has the meaning specified in the Recitals hereof.

                  "Disclosure Schedule" has the meaning specified in Article II.

                  "Environmental Laws" means all applicable U.S. federal, state
or local laws, statutes, ordinances, rules, regulations and codes pertaining to
the protection of human health and/or the environment, as such laws are in
effect as of the date of this Agreement (including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act, the
Resource Conservation and Recovery Act, the Clean Air Act, and the Federal Water
Pollution Control Act).

                  "Equipment" has the meaning specified in Section 1.1.

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

                  "Excluded Assets" has the meaning specified in Section 1.3.

                  "GAAP" means United States generally accepted accounting
principles consistently applied.

                  "Governmental Authority" means any Federal, state, municipal
or local government, governmental authority, regulatory or administrative
agency, governmental commission, department, board, bureau, court, tribunal,
arbitrator or arbitral body.

                  "Income Taxes" means Taxes measured by or based on net income
or profits.

                  "Intellectual Property" has the meaning specified in Section
1.1.

                  "Lien" means any mortgage, deed of trust, pledge,
hypothecation, encumbrance, security interest or other lien of any kind.

                  "Material Adverse Effect" means any change or effect that is
material and adverse to the Assets and Assumed Liabilities, taken as a whole,
other than any change or effect arising out of (a) any change or trend in the
economy in general or in the economy of the United States or the other markets
in which CoreExpress operates, or generally in the industry in which the
Business operates, (b) the loss of customers of CoreExpress, or (c) this
Agreement or the transactions contemplated hereby.

                  "Optional Assets" has the meaning specified in Section 4.7.

                  "Outside Closing Date" means December 31, 2001 or such other
date as CoreExpress and Purchaser shall mutually agree upon in writing.

                  "Permitted Liens" means (i) mechanics', carriers',
warehousemens', workmens and other similar Liens arising in the ordinary course
of the Business, which do not have a material adverse effect



                                       16
<PAGE>

on the Assets, (ii) Liens for current taxes not yet due and payable, and (ii)
such other imperfections of title and encumbrances (including easements and
rights of way), if any, which do not have a material adverse effect on the
Assets.

                  "Person" means any individual, firm, corporation, partnership,
limited liability company, incorporated or unincorporated association, joint
venture, joint stock company, governmental agency or instrumentality or other
entity of any kind.

                  "Post-Closing Tax Period" has the meaning specified in Section
4.5.

                  "Pre-Closing Tax Period" has the meaning specified in Section
4.5.

                  "Private Foreclosure Agreement" shall mean the agreement among
CoreExpress, Purchaser and the Secured Creditors governing the Foreclosure Sale
in substantially the form attached as Exhibit A hereto, or otherwise in a form
agreed to among CoreExpress, Purchaser and the Secured Creditors.

                  "Purchase Price" has the meaning specified in Section 1.4.

                  "Purchaser" has the meaning specified in the Preamble hereto.

                  "Purchaser Expenses" shall mean Purchaser's reasonable
out-of-pocket expenses (including but not limited to reasonable accountants' or
attorney's fees) incurred in connection with the performance of this Agreement.

                  "Sale Procedure Order" has the meaning specified in Section
4.10.

                  "Section 6.2(b)(i) Termination Amount" has the meaning
specified in Section 6.1.

                  "Secured Creditors" has the meaning specified in the Recitals
hereof.

                  "Senior Secured Creditors" means Cisco Systems Capital
Corporation., Nortel Networks Inc. and UMB Bank & Trust, N.A., formerly State
Street Bank and Trust Company of Missouri, N.A., as trustee for certain
bondholders, including Morgan Stanley & Co. Inc.

                  "Tax" means any form of taxation imposed by any federal,
state, local or foreign or other taxing authority, including income, franchise,
property, sales, use, excise, employment, unemployment, payroll, social
security, estimated, value added, ad valorem, transfer, withholding and other
taxes of any kind, including interest, penalties and additions thereto.

                  "Tax Return" means any report, return, document, declaration
or other information or filing required to be supplied to any taxing authority
with respect to Taxes, including any amendment made with respect thereto.

                  "Termination Amount" has the meaning specified in Section 6.1.



                                       17
<PAGE>


                                 ARTICLE VIII.
                                  MISCELLANEOUS

         Section 8.1 Waiver. Either party to this Agreement may, at any time
prior to the Closing, waive any of the terms or conditions of this Agreement or
agree to an amendment or modification to this Agreement by an agreement in
writing executed in the same manner as this Agreement.

         Section 8.2 Notices. All notices and other communications among the
parties shall be in writing and shall be deemed to have been duly given when (i)
delivered in person, or (ii) five (5) days after posting in the United States
mail having been sent registered or certified mail return receipt requested, or
(iii) two (2) days after being sent by a reputable, nationally recognized
overnight courier, or (iv) delivered by telecopy and promptly confirmed by
delivery in person or post as aforesaid in each case, with postage prepaid,
addressed as follows:

                  (a) If to Purchaser, to:

                           Williams Communications, LLC
                           One Technology Center
                           100 South Cincinnati Avenue
                           Tulsa, Oklahoma 74103
                           Attention: James W. Dutton
                           Fax: (918)547-5588

                           with copies to:

                           Williams Communications, LLC
                           One Williams Center
                           Tulsa, Oklahoma 74172
                           Attention: General Counsel
                           Fax: (918)573-3005

                  (b) If to CoreExpress, to:

                           CoreExpress, Inc.
                           12655 Olive Boulevard, Suite 500
                           St. Louis, Missouri
                           Attention: General Counsel
                           Telecopy No.: (314)317-7640

                           with copies to:

                           Latham & Watkins
                           233 South Wacker Drive, Suite 5800
                           Chicago, Illinois 60606
                           Attention: Christopher D. Lueking
                           Telecopy No.: (312)993-9767

or to such other address or addresses as the parties may from time to time
designate in writing.

         Section 8.3 Assignment. Neither party hereto shall assign this
Agreement or any part hereof without the prior written consent of the other
party. Subject to the foregoing, this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective permitted successors
and assigns.



                                       18
<PAGE>

         Section 8.4 Rights of Third Parties. Nothing expressed or implied in
this Agreement is intended or shall be construed to confer upon or give any
Person, other than the parties hereto, any right or remedies under or by reason
of this Agreement.

         Section 8.5 Expenses. Each party hereto shall bear its own expenses
incurred in connection with this Agreement and the transactions herein
contemplated whether or not such transactions shall be consummated, including,
without limitation, all fees of its legal counsel, financial advisers and
accountants; provided, however, that all taxes on transfers shall be paid by
Purchaser, as described in Section 4.5(a). In the event the transactions
contemplated hereby are not consummated each party hereto shall pay its own
costs and expenses including, without limitation, all fees of its legal counsel,
financial advisors and accountants.

         Section 8.6 Governing Law; Jurisdiction.

                  This Agreement shall be construed and enforced in accordance
with the laws of the State of Illinois without giving effect to its conflicts of
law provisions. In the event CoreExpress becomes a debtor in a Chapter 11 Case,
then all actions and proceedings arising out of or relating to this Agreement
shall be heard and determined by the Bankruptcy Court, and the parties hereto
hereby irrevocably submit to the exclusive jurisdiction of such court in any
such action or proceeding and irrevocably waive the defense of an inconvenient
forum to the maintenance of any such action or proceeding.

         Section 8.7 No Implied Representation; No Survival.

                  (a) Notwithstanding anything contained in Article II or any
other provision of this Agreement, it is the explicit intent of each party
hereto that CoreExpress is making no representation or warranty whatsoever,
express or implied, beyond those expressly given in this Agreement. Without
limiting the generality of the foregoing, Purchaser acknowledges that
CoreExpress is making no representation or warranty, express or implied, as to
any information, data or material provided to Purchaser or its representatives,
including any projections, forecasts or models, other than as expressly set
forth in this Agreement, and that CoreExpress shall have no liability relating
to, arising out of or resulting from the use by Purchaser or its representatives
of, or the reliance by Purchaser or its representatives on, any such
information, data or material, except for any liability pursuant to the terms of
this Agreement.

                  (b) The representations and warranties contained in this
Agreement and in any certificate or other writing delivered pursuant to or in
connection with this Agreement shall not survive the Closing.

         Section 8.8 Enforcement. The parties hereto agree that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to
specifically enforce the terms and provisions of this Agreement, in addition to
any other remedy to which any party is entitled at law or in equity.

         Section 8.9 Construction. Unless otherwise stated, references to
Sections, Articles, Schedules or Annexes refer to the Sections, Articles,
Schedules and Annexes to this Agreement, and any information disclosed on any
Schedule hereto, including the Disclosure Schedule, shall be deemed to be
disclosed on any other Schedule hereto to the extent relevant to the provision
of this Agreement to which such Schedule relates. As used herein, the phrase "to
the knowledge" of any Person shall mean the actual knowledge of such Person's
executive officers. The parties to this Agreement participated jointly in the
negotiation and drafting of this Agreement. If any ambiguity or question of
intent or interpretation shall



                                       19
<PAGE>

arise with respect to this Agreement, then this Agreement shall be construed as
if drafted jointly by the parties and no presumption or burden of proof will
arise favoring or disfavoring any party to this Agreement by virtue of the
authorship of any provision of this Agreement.

         Section 8.10 Captions; Counterparts. The captions in this Agreement are
for convenience only and shall not be considered a part of or affect the
construction or interpretation of any provision of this Agreement. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

         Section 8.11 Entire Agreement. This Agreement (together with the
Schedules, including the Disclosure Schedule, and Annexes to this Agreement,
which, although they may be bound separately, constitute part of this Agreement)
constitutes the entire agreement among the parties and supersedes any other
agreements, whether written or oral, that may have been made or entered into by
or among any of the parties hereto or any of their respective Subsidiaries
relating to the transactions contemplated hereby. No representations,
warranties, covenants, understandings, agreements, oral or otherwise, relating
to the transactions contemplated by this Agreement exist between the parties
except as expressly set forth in this Agreement.

         Section 8.12 Amendments. This Agreement may be amended or modified in
whole or in part, only by a duly authorized agreement in writing executed in the
same manner as this Agreement and which makes reference to this Agreement.

         Section 8.13 Publicity. All press releases or other public
communications of any nature whatsoever relating to the transactions
contemplated by this Agreement issued prior to or concurrent with the Closing,
and the method of the release for publication thereof, shall be subject to the
prior mutual approval of Purchaser and CoreExpress, which approval shall not be
unreasonably withheld or delayed by any party; provided, however, that, nothing
herein shall prevent any party from publishing such press releases or other
public communications as such party may consider necessary in order to satisfy
such party's legal or contractual obligations after such consultation with the
other parties hereto as is reasonable under the circumstances.

         Section 8.14 Private Foreclosure Agreement. In the event of any
conflict between the terms and provisions of this Agreement and the terms and
provisions of the Private Foreclosure Agreement, the terms and provisions of the
Private Foreclosure Agreement shall control.



                                       20
<PAGE>



                  IN WITNESS WHEREOF the parties have hereunto caused this
Agreement to be duly executed as of the date first above written.

                                            COREEXPRESS, INC.


                                            By: /s/ JAMES A. WOOTTEN
                                               ---------------------------------
                                               Name: James A. Wootten
                                               Title: President



                                            WILLIAMS COMMUNICATIONS, LLC


                                            By: /s/ JAMES W. DUTTON
                                               ---------------------------------
                                               Name: James W. Dutton
                                               Title: Vice President



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