EXHIBIT 10.1

                            ASSET PURCHASE AGREEMENT

         This Asset  Purchase  Agreement (the  "Agreement")  is made and entered
into as of this 10th day of January,  2001, by and between TTI Holdings  Inc., a
Nevada  corporation  (the  "Buyer")  and PNV Inc., a Delaware  corporation  (the
"Seller").

                                    RECITALS

A.       The  Seller  is a  provider  of data,  cable TV and  telecommunications
         services to the long haul trucking industry.

B.       The Seller wishes to sell to the Buyer  substantially all the assets it
         uses in connection with the business  described in Recital "A" above at
         the price and on the other  terms and  conditions  specified  in detail
         below and the Buyer  wishes to so purchase and acquire such assets from
         the Seller.

C.       The Seller has commenced  Case No.  00-27807-BKC-PGH  (the  "Bankruptcy
         Case")  under  Chapter 11 of the  United  States  Bankruptcy  Code (the
         "Bankruptcy  Code") by filing a voluntary petition in the United States
         Bankruptcy Court for the Southern  District of Florida (the "Bankruptcy
         Court")  and remains in  possession  of the  Property  (as such term is
         defined in Section 1.1 hereof) in order to effect this  Agreement.  The
         Buyer and the Seller acknowledge that the Bankruptcy Court must approve
         this Agreement before its implementation.

D.       Material  inducements  to the Buyer in entering into this Agreement are
         that the Seller owns good and  marketable  title in and to the Property
         and the  Property  shall be  transferred  to the  Buyer at the  Closing
         pursuant to a Bankruptcy Court order which is reasonably  acceptable to
         the Buyer and which  provides  that the  transfer  shall be pursuant to
         Sections  363(b)(1),(f)  and (m) of the Bankruptcy Code, free and clear
         of all Encumbrances  (hereinafter defined),  except for (i) any Assumed
         Liabilities (as defined in Section 2.2) expressly  assumed by the Buyer
         pursuant to this  Agreement at the Closing and (ii) certain  agreements
         related to the  Property (as defined in Section 1) to be assumed by the
         Seller and  assigned  to the Buyer  pursuant  to Section  365(f) of the
         Bankruptcy Code.

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

1.       Transfer of Property
         --------------------

8.1 PURCHASE  AND SALE OF THE  PROPERTY.  On the Closing  Date,  as  hereinafter
defined, in consideration of the covenants,  representations, and obligations of
the Buyer  hereunder,  and subject to the conditions  hereinafter set forth, the
Seller shall sell, assign,  transfer,  convey, and deliver to the Buyer, and the
Buyer shall  purchase  from the Seller all of the  Seller's  right,  title,

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and interest as of the Closing  Date in and to the  following  assets,  wherever
located, free and clear of all Encumbrances (hereinafter defined):

                  1.1.1 The Seller's  right,  title,  and  interest  transferred
pursuant to an assumption  and assignment  under an order or orders  pursuant to
Section 365(f) of the Bankruptcy  Code (which may be the Approval Order) entered
on or before  ninety (90) days after the Closing  Date (it being agreed that (a)
in no event shall the Seller be deemed to have assumed and assigned to the Buyer
any lease or contract until such assumption has been approved by an order of the
Bankruptcy  Court, (b) each lease and contract which is not expressly assumed by
the Seller  and  assigned  to the Buyer  shall not  constitute  a portion of the
Property  for all  purposes,  and (c) the Seller  shall  retain  all  Liability,
including, without limitation,  damage claims associated with rejection, for any
lease or contract  that is not  expressly  assumed by the Seller and assigned to
the  Buyer  prior  to the  Closing  and for all  Liability,  including,  without
limitation,  damage claims associated with rejection,  for any Key Contract that
is not  assumed by the Seller and  assigned to the Buyer  following  the Closing
after notice by the Buyer to the Seller  pursuant to Section 8.2, or  expiration
of the  Decision  Period):  (i) as  lessee  under  those  real  property  leases
identified on EXHIBIT A-1 to this  Agreement  (collectively,  the "Real Property
Leases");  (ii)  as  lessee  under  those  equipment,   personal  property,  and
intangible property leases, rental agreements,  licenses, contracts, agreements,
and  similar   arrangements   identified  on  EXHIBIT  A-2  to  this   Agreement
(collectively,  the  "Other  Leases");  and  (iii)  as a party  to  those  other
contracts, leases, orders, purchase orders, licenses, contracts,  agreements and
similar  arrangements,  including  but not limited to,  that  certain  agreement
between Travel Centers of America ("TCA") and the Seller (the "TCA  Agreement"),
identified on EXHIBIT A-3 (collectively, the "Other Contracts" and together with
the Other  Leases,  the "Other  Leases and  Contracts").  The TCA  Agreement  is
attached at EXHIBIT A-4.

                  1.1.2  Any   improvements   located   on  the  real   property
(collectively,  the  "Real  Property")  occupied  by the  Seller  under the Real
Property Leases,  but in all events only to the extent,  if any, of the Seller's
interest in the same (collectively, the "Improvements").

                  1.1.3 All of those items of equipment  and  tangible  personal
property owned by the Seller and listed in EXHIBIT B attached to this Agreement,
including  but not limited  to, all vending  machines,  installed  or  otherwise
("Vending  Machines"),  all  telecommunications  kiosks,  installed or otherwise
("Kiosks"),  and all  furniture,  fixtures,  and equipment  owned by the Seller,
including,  without  limitation,  all computers,  servers,  copy  machines,  fax
machines,  computer  printers,  telephone  equipment,  cellular phones,  pagers,
personal data assistants, palm pilots, and other analog or digital devices owned
by the Seller,  as more  specially  identified  by the location and the type and
make or function on EXHIBIT B (collectively,  the "Personal Property").  As used
in this  Agreement,  the Personal  Property  shall not include the Inventory (as
defined in Section 1.1.5).

                  1.1.4 All intangible personal property owned by the Seller and
used  exclusively in connection with the Property,  but in all cases only to the
extent of the  Seller's  interest  therein and only to the extent  transferable,
together with all books,  records and like items  pertaining  exclusively to the
Property   (collectively,   the  "Intangible  Property"),   including,   without
limitation,


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all patents issued or pending; the trademark,  service mark, or trade name "Park
N View," "PNV," "PNV Connect,"  "Incab PNV," "PNV USA," "PNV Drive,"  "PNV.net,"
"Parknview.net"  or any  other  mark or name used or  registered  for use by the
Seller;   all  software  owned  by  the  Seller;  the  domain  names  "PNV.net,"
"Parknview.net"  or any other domain name  registered by the Seller or any agent
or affiliate of the Seller;  and the items  identified  on EXHIBIT C hereto.  As
used in this Agreement, Intangible Property shall in all events exclude, (i) any
materials containing  privileged  communications or information about employees,
disclosure  of which  would  violate an  employee's  reasonable  expectation  of
privacy  and any other  materials  which are subject to  attorney-client  or any
other privilege,  and (ii) the Seller's  corporate books and records relating to
its organization and existence.

                  8.1.1  All  supplies,   goods,  materials,  work  in  process,
inventory, and stock in trade owned by the Seller exclusively for use or sale in
the ordinary course of the business,  including all pre-paid  telephone cards in
the Vending  Machines and all proceeds of sales that are in the Vending Machines
or the Kiosks on the Closing Date (collectively, the "Inventory").

                  1.1.6 All accounts  receivable arising out of the operation of
the Property (collectively, the "Receivables").

                  1.1.7 To the extent transferable,  all Permits owned by Seller
in connection with the Property (collectively,  the "Permits").  As used herein,
the  term  Permits  shall  mean all  licenses,  permits,  franchises,  consents,
approvals,   variances,   exemptions,   and  other  authorizations  of  or  from
governmental entities.

                  1.1.8  All  operating   policy  and   procedure   manuals  and
materials,  customer and supplier lists, customer and supplier files,  insurance
and claims  files,  sales and  promotional  literature  and copies of accounting
records  requested by Buyer (including  accounting  policy and procedure manuals
and materials) (collectively, the "Records").

                  1.1.9  To  the  extent  transferable,   all  telephone  system
software,   accounting  software,   communications  software,  customer  service
software,  personnel software, and all other computer software owned or licensed
by the Buyer  identified  on EXHIBIT D hereto,  together  with all computer data
generated by the Seller with respect to the Property, delivered in an accessible
digital  format,  with  all  passwords,   codes  and  other  security  clearance
information with respect thereto (the "Computer Software and Data").

                  1.1.10 All cash  remaining  in the Vending  Machines as of the
Closing (collectively, the "Vending Machine Cash"), and all security deposits or
earnest  deposits under any contract assumed by Seller and assigned to the Buyer
pursuant to this Agreement.

                  1.1.11 All other tangible or intangible  property of the Buyer
relating to the  operation of the Seller's  business or the Property  except for
the pnv.com Business (as defined in Section 1.2 below),  wherever located, other
than the Excluded Assets defined in Section 1.2 (the "Other Property").

As used herein,  the term "Property" shall mean the collective  reference to (i)
the Real Property Leases,  the TCA Agreement and the Other Leases and Contracts,
(ii) the  Improvements,  (iii) the Vending  Machines,  (iv) the Kiosks,  (v) the
Personal Property, (vi) the Intangible Property, (vii)


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<PAGE>

the Inventory,  (viii) the Receivables,  (ix) the Records, (x) the Permits, (xi)
the Computer  Software and Data,  (xii) Vending  Machine Cash,  and (xiii) Other
Property  and shall not include the  Excluded  Assets (as defined in Section 1.2
below). Notwithstanding any other provision of this Agreement, in no event shall
any Real Property  Lease,  the TCA Agreement,  or any Other Leases and Contracts
which is not expressly assumed by the Buyer and approved by the Bankruptcy Court
by an appropriate  order on or before ninety (90) days after the Closing Date be
included in the  "Property." The Seller  acknowledges  and agrees that the Buyer
shall not be in the  "chain of  title"  of any  lease or  contract  which is not
expressly  assumed by the Buyer on or before  ninety (90) days after the Closing
Date.

         8.2 EXCLUDED ASSETS.  Notwithstanding  anything to the contrary in this
Agreement,  the Property shall not include (i) those items excluded  pursuant to
the  provisions of Section 1.1 above;  (ii) all cash and cash  equivalents as of
the Closing  (excluding  Vending Machine Cash); (iii) Inventory used or disposed
of by the Seller in the  ordinary  course of the  business  prior to the Closing
Date; (iv) any real property lease,  personal property lease,  rental agreement,
contract, agreement, license, or similar arrangement ("Contracts") terminated or
expired  prior  to the  Closing  Date in  accordance  with  its  terms or in the
ordinary  course of the  business or rejected by the Seller prior to the Closing
Date and all  Contracts  which  are not  expressly  assumed  by the  Seller  and
assigned to the Buyer on or before ninety (90) days after the Closing Date;  (v)
all claims and causes of action of the Seller,  including,  without  limitation,
any such claims and actions  arising under  Sections 544, 547, 548, 549, and 550
of the  Bankruptcy  Code, and any claims against  officers,  directors,  agents,
employees,  accountants,  auditors  and other third  parties;  (vi) the Seller's
rights under this Agreement and all cash and non-cash  consideration  payable or
deliverable  to the Seller  pursuant to the terms and provisions  hereof;  (vii)
insurance  proceeds,  claims, and causes of action with respect to or arising in
connection  with (A) any  Contract  which is not  assigned  to the  Buyer at the
Closing,  or (B) any item of tangible or intangible property not acquired by the
Buyer at the  Closing,  and  (ix)  the  business  and all of the  assets  of the
division of the Seller commonly  referred to as pnv.com and the domain names and
trade marks and service  marks  "pnv.com,"  and  "Parknview.com"  (collectively,
referred to as the "pnv.com Business").

         1.3 INSTRUMENTS OF TRANSFER. The sale, assignment, transfer, conveyance
and  delivery of the  Property to the Buyer and the  assumption  of  Liabilities
provided  herein by the Buyer shall be made by  assignments,  bill of sale,  and
other  instruments  of  assignment,  transfer,  and  conveyance  provided for in
Section 3 below and such other instruments as may reasonably be requested by the
Buyer or the  Seller.  None of the  foregoing  documents  shall  increase in any
material way the burdens imposed by this Agreement upon the Seller or the Buyer.

         1.4      DEFINITIONS.
                  ------------

                  1.4.1 As used herein, the term  "Encumbrances"  shall mean all
mortgages,   liens,  pledges,  security  interests,   claims,  demands,  rights,
interests,  charges,  restrictions,  options to purchase,  encumbrances,  debts,
commitments,  Employee and Consultant Claims (hereinafter  defined),  taxes, and
all tort or  contractual  claims,  whether  absolute or  contingent,  matured or
unmatured, accrued or unaccrued, asserted or unasserted, known or unknown of any
nature  whatsoever,  whether in rem or in personam,  pursuant to Sections 363(f)
and 365(f) of the


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<PAGE>

Bankruptcy Code, including,  without limitation,  any claims predicated upon any
theory of  Successor  Liability  (as  defined in Section  2.2.1) or any  similar
theory (collectively, the "Encumbrances").

                  1.4.2  As used  herein,  the  term  "Employee  and  Consultant
Claims" shall mean the  collective  reference to any and all claims  accruing or
arising on or prior to the Closing against the Buyer or the Property made by any
current or former employees,  independent contractors,  consultants,  investment
bankers,  accountants,  attorneys  or  agents  of the  Seller or by any of their
respective  beneficiaries  or  dependents,  including but not limited to, claims
arising  in  connection  with,  or  related  to,  "golden  parachute  payments",
severance  or  termination  payments,  pension,  or  employee  benefits  claims,
retirement,  profit sharing,  defined  contribution,  and defined benefit plans,
vacation pay, accrued sick pay, accrued personal days, payments under any health
and  welfare  plans,  any and all  liability  under the  Worker  Adjustment  and
Retraining  Notification  Act,  sexual  harassment,  age  discrimination,   race
discrimination, sexual preference discrimination,  violation of federal or state
employment  labor laws,  retainer  agreements,  engagement  agreements,  awards,
bonuses, stock options, loans, or similar or other payments or arrangements for,
to or  on  behalf  of  such  employees,  independent  contractors,  accountants,
attorneys or agents.

2.       CONSIDERATION.
         -------------

         2.1      PURCHASE PRICE.
                  --------------

                  2.1.1 The cash  consideration to be paid by the Buyer to or on
behalf of the Seller  for the  Property  (the  "Purchase  Price")  shall be FIVE
MILLION FIVE HUNDRED  THOUSAND AND NO/100  DOLLARS  ($5,500,000.00),  subject to
adjustment as set forth in Sections 3.5 and 4.4.

                  2.1.2 On the Closing Date,  the Buyer shall pay and deliver to
the Seller,  by wire  transfer the Purchase  Price  subject to prorations as set
forth in Section  3.5;  provided,  however  in the event that (i) a third  party
asserts in writing a bona fide claim of ownership in any portion of the Property
on or prior to the Closing or (ii) a third party  asserts in writing a bona fide
claim or  institutes  an action  against the Seller,  the Buyer or the Property,
which could cause an  Encumbrance  with respect to any portion of the  Property,
including, without limitation, any Successor Liability Claims on or prior to the
Closing (collectively, a "Third Party Claim"), which constitutes a breach of any
of the Seller's  representations  and warranties set forth in Sections 5.1, 5.2,
5.3 or 5.4  hereof,  then,  unless  such Third  Party  Claim is  resolved by the
Bankruptcy  Court in the  Approval  Order (or any Order  entered  in  connection
therewith),  Buyer may  reserve  from the  Purchase  Price,  and  deliver to the
Bankruptcy  Court, the estimated damages caused by such Third Party Claim to the
Buyer,  as  reasonably  estimated  by the  Buyer,  for  the  Bankruptcy  Court's
administration of the Third Party Claim as set forth in Section 4.4.

         8.1  ASSUMED  LIABILITIES.  Subject to  Sections  2.2.1 and 8.2, to the
extent any Real  Property  Leases or Other Leases and  Contracts  are assumed by
Seller  and  assigned  to  Buyer in  accordance  with an  order  entered  by the
Bankruptcy  Court under Section 365(f) of the Bankruptcy  Code, which may be the
Approval  Order,  Buyer,  effective  as of the Closing,  shall


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<PAGE>

pay,  perform and discharge all  Liabilities  required to be paid,  performed or
discharged  with  respect  to such  Real  Property  Leases or Other  Leases  and
Contracts  (the  "Assumed  Liabilities").  In  addition,  Buyer  shall be solely
responsible  for any amounts due,  past due or penalties  associated  with past,
including  pre-petition,  due amounts ("Cure  Amounts") with respect to any Real
Property Leases or Other Leases and Contracts which are expressly assumed by the
Seller and  Assigned  by the Buyer in  accordance  with an order  entered by the
Bankruptcy  Court under Section 365(f) of the Bankruptcy  Code, which may be the
Approval Order.  Except as set forth hereinabove,  the Buyer is not assuming and
shall not be liable for any Liabilities or obligations of the Seller.

                  2.2.1 For purposes of this Agreement,  the term "Liability" or
"Liabilities"  shall  include,  without  limitation,   any  direct  or  indirect
indebtedness,  guaranty,  endorsement,  claim  (including,  without  limitation,
"claim" as defined in Section  101(5) of the  Bankruptcy  Code),  loss,  damage,
deficiency,  cost,  expense,  obligation,  or responsibility,  fixed or unfixed,
known or unknown,  asserted or  unasserted,  choate or inchoate,  liquidated  or
unliquidated,   secured  or  unsecured,   matured  or  unmatured,   absolute  or
contingent,  whether  arising  under  contract,  tort,  or by  statute.  Without
limiting the breadth and generality of the foregoing, the Buyer shall not assume
or incur any Liability in respect to any of the following:

                           (a) Liabilities to any of the Seller's  creditors for
deficiencies  following the sale,  return,  or other  disposition of any assets,
which are subject to their respective security interests;

                           (b) Any  Liabilities of the Seller arising out of any
product liability,  premises liability, or similar claim for injury to person or
property,  regardless of when made or asserted,  which arises out of or is based
upon any expressed or implied representation,  warranty,  agreement, or guaranty
made by the  Seller,  or  alleged to have been made by the  Seller,  or which is
imposed or asserted to be imposed by  operation  of law,  and any claim  seeking
recovery for consequential damage, lost revenue, or income;

                           (c) Any Liabilities of the Seller arising out of any
foreign,  federal,  state, or local taxes,  including excise and sales taxes, or
payphone  service  charges:  (i) payable with respect to the  Property,  or (ii)
incident to or arising as a consequence of the  negotiation or  consummation  by
the Seller or any member of any  affiliated  group of which any is a member,  of
this Agreement and the transactions contemplated hereby;

                           (d) Any Liability  arising or accruing on or prior to
the Closing to any employees,  agents, or independent contractors of the Seller,
whether or not  employed  by the Buyer after the  Closing,  or under any benefit
arrangement  with respect thereto and any Liability  arising with respect to any
Employee and Consultant Claims;

                           (e) Any  Liability of the Seller  arising or incurred
in connection with the negotiation, preparation, and execution of this Agreement
and the  transactions  contemplated  hereby,  including,  fees and  expenses  of
counsel, accountants, and other experts (except as provided in Section 4.4);


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<PAGE>

                           (f) Any Liability of the Seller  arising with respect
to any Employee and Consulting Claims;

                           (g)  Any  Liability   arising  with  respect  to  any
successor  or alter ego  Liability  of the Seller  under any  legal,  statutory,
contract, tort or equitable theory (collectively, "Successor Liability");

                           (h) All Liability of the Seller  arising with respect
to any Environmental Laws (hereinafter defined); or

                           (i) Any other Liability of the Seller, other than the
Assumed Liabilities, Cure Amounts and the Security Deposits (as defined below).

3.       CLOSING TRANSACTIONS.
         --------------------

         3.1 CLOSING.  The closing of the transactions  provided for herein (the
"Closing")  shall take  place at the  offices  of at the  offices of  Kilpatrick
Stockton LLP, 200 South Biscayne Blvd, Suite 2000, Miami, Florida 33131, two (2)
business days after the Approval  Order  (hereinafter  defined) has become final
and non-appealable (the "Closing Date").

         3.2  ALTERNATIVE  CLOSING  DATE.  The parties may mutually  agree to an
extended Closing Date and shall diligently endeavor to satisfy all conditions to
the Closing.

         3.3 THE SELLER'S  DELIVERIES TO THE BUYER AT THE CLOSING.  On or before
the Closing Date, the Seller shall make the following deliveries to the Buyer:

                  3.3.1 An Assignment and Assumption  Agreement,  under an order
pursuant to Section 365(f) of the Bankruptcy Code, substantially in the form and
content attached as EXHIBIT E hereto,  duly executed by the Seller,  pursuant to
which the Seller  assigns  the Real  Property  Leases  and the Other  Leases and
Contracts (the "Assignment Agreement");  provided,  however, that the Assignment
Agreement need not be delivered by the Seller if the Bankruptcy Court has issued
an order prior to the Closing Date authorizing such assumption and assignment of
the Real Property Leases and the Other Leases and Contracts.

                  3.3.2 Right to  possession of the Property  shall  transfer to
the Buyer on the  Closing  Date.  The Seller  shall  deliver to the Buyer on the
Closing Date such keys, lock and safe  combinations,  and other similar items as
the Buyer shall require to obtain  immediate and full  occupation and control of
the  Property and shall also make  available  to the Buyer the  originals of all
documents in the Seller's  possession that are required to be transferred to the
Buyer by this Agreement.

                  3.3.3 A bill of sale, duly executed by the Seller, in the form
and on the terms of the bill of sale  attached  hereto as EXHIBIT F, pursuant to
which the Seller  transfers the Personal  Property and  Inventory  (the "Bill of
Sale").


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<PAGE>

         3.4 BUYER'S  DELIVERIES  TO THE SELLER AT THE  CLOSING.  On the Closing
Date, the Buyer shall make or cause the following deliveries to the Seller:

                  3.4.1 The Purchase  Price to be delivered by the Buyer and the
Escrow  Agent (as  defined in Section  7.1 below)  directly to the Seller at the
Closing under Section 2.1 and 7.1 hereof, reduced by any proration under Section
3.5 hereof.

                  3.4.2    The Assignment Agreement, duly executed by the Buyer.

                  3.4.3 The Cure Amounts relating to any Real Property Leases or
Other  Leases and  Contracts  that are assumed by the Seller and assigned to the
Buyer in accordance with an order entered by the Bankruptcy  Court under Section
365(f) of the Bankruptcy Code, which may be the Approval Order,  effective as of
the Closing,  if any;  provided if any Real Property  Leases or Other Leases and
Contracts  are  assumed  by the  Seller  and  assigned  to the Buyer  during the
Decision  Period,  the Buyer  shall pay the Cure  Amount  relating  to such Real
Property Lease or Other Leases and Contracts as provided in Section 8.2 hereof.

                  3.4.4  The  amount  of  any   security  or  similar   deposits
(collectively  the "Security  Deposits") with the landlords or other contracting
parties under the Real Property  Leases and Other Leases and Contracts  that are
assumed by the  Seller and  assigned  to the Buyer in  accordance  with an order
entered by the Bankruptcy  Court under Section  365(f) of the  Bankruptcy  Code,
which may be the Approval  Order,  effective as of the Closing;  provided if any
Real Property Leases or Other Leases and Contracts are assumed by the Seller and
assigned to the Buyer  during the  Decision  Period,  the Buyer shall pay to the
Seller the Security  Deposit,  if any,  relating to such Real Property  Lease or
Other Leases and Contracts as provided in Section 8.2 hereof.

         3.5 PRORATIONS. Subject to Section 2.2 of this Agreement, rent, current
taxes,  and other  items of expense  with  respect to the Real  Property  Leases
(including, without limitation, any prepaid insurance) shall be prorated between
the Seller and the Buyer as of the Closing Date.

         3.6 SALES, USE, AND OTHER TAXES. Any sales, purchases, transfer, stamp,
documentary  stamp,  use, or similar taxes which may be payable by reason of the
sale of the  Property  under this  Agreement  or the  transactions  contemplated
herein shall be borne and timely paid by the Seller.

4.       Conditions Precedent to the Closing.
         -----------------------------------

         4.1 CONDITIONS TO THE SELLER'S OBLIGATIONS.  The Seller's obligation to
make the deliveries  required of the Seller at the Closing Date shall be subject
to the satisfaction or waiver by the Seller of each of the following conditions.

                  4.1.1 All of the  representations  and warranties of the Buyer
contained  herein  shall  continue  to be true and correct at the Closing in all
material  respects,  all covenants and  obligations to be performed by the Buyer
prior to the Closing shall have been performed in all material respects, and the
Buyer shall have certified the foregoing to the Seller in writing.

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<PAGE>

                  4.1.2 The Buyer  shall  have  executed  and  delivered  to the
Seller the Assignment  Agreement and each other document reasonably requested by
the Seller pursuant to Section 1.3.

                  4.1.3 The Seller shall have received the Purchase  Price,  the
Cure Amounts and the Security Deposits in immediately available funds.

                  4.1.4 The Buyer shall have delivered to the Seller appropriate
evidence of all necessary  corporate  action by the Buyer in connection with the
transactions contemplated hereby, including,  without limitation:  (i) certified
copies of  resolutions  duly  adopted by the  Buyer's  directors  approving  the
transactions  contemplated  by this  Agreement and  authorizing  the  execution,
delivery, and performance by the Buyer of this Agreement; and (ii) a certificate
as to the  incumbency of officers of the Buyer  executing this Agreement and any
instrument  or other  document  delivered in  connection  with the  transactions
contemplated by this Agreement.

                  4.1.5 No order enjoining or restraining the Closing shall have
been issued by a court of competent jurisdiction.

                  4.1.6 The  Bankruptcy  Court shall have entered the  Procedure
Order in  accordance  with Section 7.2.1 below and the Approval  Order,  both of
which shall be on terms and conditions  reasonably acceptable to the Seller, and
the Approval Order shall not have been stayed as of the Closing Date.

         4.2 CONDITIONS TO THE BUYER'S  OBLIGATIONS.  The Buyer's  obligation to
make the deliveries required of the Buyer at the Closing shall be subject to the
satisfaction or waiver by the Buyer of each of the following conditions:

                  4.2.1 The  representations  and  warranties  of the Seller set
forth in  Sections  5.5,  5.6 and 5.7  hereof  shall be true and  correct at the
Closing Date in all material  respects and all covenants and  obligations  to be
performed by the Seller  prior to the Closing Date shall have been  performed in
all material respects, and the Seller, or the Seller's authorized representative
or successor, shall have certified the foregoing to the Buyer in writing.

                  4.2.2 The Seller  shall have  executed  and  delivered  to the
Buyer  the  Assignment  Agreement,  the Bill of Sale,  and each  other  document
reasonably requested by the Buyer pursuant to Section 1.3.

                  4.2.3 No order enjoining or restraining the Closing shall have
been issued by a court of competent jurisdiction.

                  4.2.4 The  Bankruptcy  Court shall have entered the  Procedure
Order in  accordance  with Section 7.2.1 below and the Approval  Order,  both of
which shall be on terms and conditions  reasonably  acceptable to the Buyer, and
the Approval Order shall not have been stayed as of the Closing Date.

                                       9
<PAGE>

         8.1 TERMINATION.  If any of the above  conditions is neither  satisfied
nor  waived  on or before  the date by which the  condition  is  required  to be
satisfied, the party affected thereby may terminate this Agreement by delivering
to the other written notice of  termination.  Any waiver of a condition shall be
effective  only if such  waiver is stated in writing  and signed by the  waiving
party;  provided,  however,  that the  consent of a party to the  Closing  shall
constitute a waiver by such party of any  conditions to Closing not satisfied as
of the Closing Date.

         4.4  ADMINISTRATION  OF  BREACHES  BY THE SELLER OF  REPRESENTATION  OR
WARRANTY. In the event of a Third Party Claim on or before the Closing Date, the
Buyer may send written notices to the Seller setting forth the estimated cost to
the Buyer to cure such Third  Party  Claim,  as  estimated  by the Buyer in good
faith (such cost for each breach, the "Breach Cost"). At the Closing,  the Buyer
may reserve from the  Purchase  Price the  aggregate  amount of all Breach Costs
(such aggregate Breach Costs, the "Aggregate  Breach Cost") and, at the Closing,
the Buyer shall deliver such Aggregate  Breach Cost to the  Bankruptcy  Court or
such other  escrow  agent  acceptable  to the  Seller  and the Buyer;  provided,
however that such escrow  deposit  shall not become a portion of the  bankruptcy
estate of the Seller.  The Seller  shall have twenty (20) days after the Closing
Date to object to any portion of the  calculation of the Aggregate  Breach Cost.
In the event the Seller and the Buyer fail to resolve any dispute  with  respect
to the Aggregate  Breach Cost after Seller's  written notice,  then, the parties
shall be entitled to petition the Bankruptcy  Court to resolve any such dispute.
Notwithstanding  the  foregoing,  if the  Approval  Order (as defined in Section
7.2.2 below) (or other order relating thereto) resolves, overrules, or otherwise
disposes  of a Third Party  Claim,  then a reserve,  if any, in respect  thereof
shall be delivered to the Seller or the Buyer as set forth in the Approval Order
(or other order relating thereto).

5.       THE SELLER'S  REPRESENTATIONS  AND WARRANTIES.  The Seller hereby makes
         the  following  representations  and  warranties  to the  Buyer,  which
         representations  shall be true and correct as of the date hereof and as
         of the Closing Date for all purposes:

         5.1 TITLE TO PROPERTY.  The Seller has good and marketable title to the
Property.  At the Closing,  the Buyer will acquire and have good and  marketable
title in and to all of the Property, free and clear of any Encumbrances, subject
to the Buyer's assumption of the Assumed  Liabilities.  Each of the lists of the
items  comprising  the Property set forth on each of the Exhibits and  Schedules
described in Section 1.1 and attached to, and incorporated into, this Agreement,
are true, correct and complete, in all material respects.

         5.2 TAXES.  There are no federal,  state, or other tax liens filed with
respect to, or attached to, any of the Property.  The Seller has complied in all
material  respect with all applicable laws,  rules, and regulations  relating to
the payment and  withholding of federal,  state and other taxes and has,  within
the time and in the manner  prescribed by law,  withheld from employee wages and
paid over to the proper  governmental  authorities all amounts required to be so
withheld and paid over under all applicable laws.

                                       10
<PAGE>

         5.3  EMPLOYEE  BENEFIT  PLANS.  SCHEDULE  5.3  identifies  each  of the
Seller's  employee  benefit plans,  including all  retirement,  profit  sharing,
defined  contribution,  and defined  benefit  plans,  as well as any  severance,
vacation  pay,  health and welfare,  employment,  or other  agreements  (oral or
written)  relating to the employees of the Seller  (collectively,  the "Plans").
Except as set forth on SCHEDULE  5.3, no Plan is a  multi-employer  or a defined
benefit plan, and neither the Seller nor any predecessor or affiliate (which for
all  purposes  in  this  Agreement  means  any  person  or  entity  controlling,
controlled  by, or under common  control  with another  person or entity) of the
Seller or a predecessor  has ever been a party to or sponsored a  multi-employer
or defined benefit plan.  Except as set forth on SCHEDULE 5.3, the Seller is not
a  member  of  a  group  of  businesses   under  common  control  or  businesses
constituting  a single  employer (a "Group"),  except a Group in which no member
has been a party to a defined benefit plan, nor, except as set forth on SCHEDULE
5.3,  does the Seller have any current or  projected  liability  with respect to
post-employment  or  post-retirement  pension  benefits  for  former or  retired
employees of the Seller, affiliated entities, or a member of a Group.

         5.4 ENVIRONMENT, HEALTH, AND SAFETY. With regard to its leased premises
which the Seller  shall  assume and  assign to Buyer  hereunder,  the Seller has
complied  in all  material  respects  with  all  laws  concerning  pollution  or
protection  of the  environment,  and all laws  concerning  employee  health and
safety,  including  laws  relating  to  emissions,   discharges,   releases,  or
threatened  releases  of  pollutants,  contaminants,  or  chemical,  industrial,
hazardous, or toxic materials or wastes (including petroleum and any fraction or
derivative  thereof) into ambient air, surface water, ground water, or lands, or
otherwise relating to the manufacture, processing, distribution, use, treatment,
storage,  disposal,  transport, or hauling of such substance (collectively,  the
"Environmental Laws"), and no action, suit, proceeding,  hearing, investigation,
charge, complaint,  claim, demand, or notice has been filed or commenced against
it  alleging  any failure so to comply,  nor is the Seller  aware of any factual
basis therefore.  The Seller has obtained and been in compliance with all of the
terms and conditions of all material permits,  licenses,  franchises,  and other
approvals required under all Environmental Laws.

         5.5  VALIDITY  OF  AGREEMENT.   Subject  to  the  Approval  Order,  the
execution,  delivery, and performance of this Agreement has been duly authorized
by the  Seller,  and this  Agreement  is a valid and binding  obligation  of the
Seller enforceable in accordance with its terms.

         5.6 ORGANIZATION, STANDING AND POWER. The Seller is a corporation, duly
organized,  validly existing and in good standing under the laws of the State of
Delaware.  Subject  to the  applicable  provisions  of  Bankruptcy  Code and the
Approval  Order,  the Seller has all requisite  corporate power and authority to
execute,  deliver,  and perform this Agreement and all writings relating hereto.
The Seller has no subsidiaries.

         5.7 NO CONFLICTS OR VIOLATIONS.  Upon obtaining the Approval Order, the
execution and delivery of this Agreement,  the  consummation of the transactions
herein contemplated, and the performance of, fulfillment of, and compliance with
the terms and conditions  hereof by the Seller do not and will not: (i) conflict
with or result in a breach of the certificate of incorporation or the by-laws of
the Seller;  (ii) violate any statute,  law, rule, or regulation,  or any order,
writ,


                                       11
<PAGE>

injunction,  or decree of any court or governmental authority;  (iii) violate or
conflict  with or  constitute  a default  under any  agreement,  instrument,  or
writing  of any  nature to which the Seller is a party or by which the Seller or
the Properties may be bound; or (iv) result in the creation or imposition of any
Encumbrance in favor of any third party with respect to any of the Property.

6.       THE BUYER'S REPRESENTATIONS AND WARRANTIES.  The Buyer hereby makes the
         following representations and warranties to the Seller:

         6.1  VALIDITY  OF  AGREEMENT.  All  action  on the  part  of the  Buyer
necessary for the authorization,  execution,  delivery,  and performance of this
Agreement by the Buyer,  including,  but not limited to, the  performance of the
Buyer's  obligations  hereunder,  has been  duly  taken.  This  Agreement,  when
executed and  delivered  by the Buyer,  shall  constitute  the valid and binding
obligation of the Buyer enforceable in accordance with its terms.

         6.2 ORGANIZATION,  STANDING, AND POWER. The Buyer is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Nevada. The Buyer has all requisite corporate power and authority to own, lease,
and operate its properties, to carry on its business as now being conducted, and
to execute,  deliver,  and perform  this  Agreement  and all  writings  relating
hereto.

         6.3 NO  CONFLICTS OR  VIOLATIONS.  The  execution  and delivery of this
Agreement,  the consummation of the transactions  herein  contemplated,  and the
performance  of,  fulfillment  of and  compliance  with the terms and conditions
hereof by the Buyer do not and will not: (i) conflict with or result in a breach
of the  articles  of  incorporation  or by-laws of the Buyer;  (ii)  violate any
statute, law, rule, or regulation,  or any order, writ, injunction, or decree of
any court or  governmental  authority;  or (iii)  violate  or  conflict  with or
constitute a default under any agreement,  instrument,  or writing of any nature
to which the Buyer is a party or by which the Buyer or its assets or  properties
may be bound.

         6.4 FINANCING.  The Buyer has sufficient  funds available to consummate
the transactions contemplated hereby.

         6.5 "AS IS"  TRANSACTION.  Buyer hereby  acknowledges  and agrees that,
except as otherwise  expressly  provided in Section 5 above, the Seller makes no
representations or warranties  whatsoever,  express or implied,  with respect to
any matter relating to the Property including, without limitation,  income to be
derived or expenses to be incurred in connection with the Property, the physical
condition of any personal property comprising a part of the Property or which is
the subject of any Other Lease or Contract to be assumed by Seller and  assigned
to Buyer at the Closing, the environmental condition or other matter relating to
the  physical  condition  of any real  property or  improvements,  which are the
subject of any real  property  lease to be assumed by Buyer at the Closing,  the
zoning of any such real property or improvements,  the value of the Property (or
any portion  thereof),  the terms,  amount,  validity or  enforceability  of any
assumed liabilities,  the merchantability or fitness of the personal property or
any other  portion of the  Property  for any  particular  purpose,  or any other
matter or thing relating to the Property or any portion thereof.  Without in any
way limiting the  foregoing,  Seller hereby  disclaims any

                                       12
<PAGE>

warranty,  express or implied,  of merchantability or fitness for any particular
purpose as to any portion of the Property. Buyer further acknowledges that Buyer
has  conducted  an  independent  inspection  and  investigation  of the physical
condition of the Property  and all such other  matters  relating to or affecting
the Property as Buyer deemed  necessary or  appropriate  and that in  proceeding
with  its  acquisition  of the  Property,  except  for any  representations  and
warranties expressly set forth in Section 5, Buyer is doing so based solely upon
such independent  inspections and  investigations.  Accordingly,  subject to the
representations  and warranties of the Seller set forth in Sections 5, the Buyer
will  accept  the  Property  at the  Closing  "as is",  "where is" and "with all
faults."

7.       CONDUCT AND TRANSACTION PRIOR TO THE CLOSING.
         ---------------------------------------------

         8.1  DEPOSIT.  Concurrently  with the  execution  and  delivery of this
Agreement (the date of such mutual execution and delivery is sometimes  referred
to herein as the  "Execution  Date"),  the Buyer shall deposit into a segregated
trust account (the "Escrow") maintained by Kozyak, Tropin & Throckmorton, PA, as
escrow  agent (the "Escrow  Holder"),  pursuant to an escrow  agreement  that is
reasonably  acceptable  to the Buyer and  Seller and that  recognizes  that such
deposit is not property of the bankruptcy  estate, the sum of $1,100,000.00 (the
"Deposit") in immediately  available,  good funds.  Upon receipt of the Deposit,
the Escrow Holder shall immediately  place the Deposit into an  interest-bearing
account.  Except as set forth below,  the Buyer shall  reimburse the  bankruptcy
estate for any  reasonable  fees and  charges  relating  to the  Escrow.  If the
Closing occurs,  then the Deposit (including any interest accrued thereon) shall
be applied by the Seller to the Purchase  Price.  If the Closing does not occur,
then,  the Deposit  shall  become  nonrefundable  and shall be  delivered to the
Seller if and only if (i) Seller has satisfied  each of Buyer's  conditions  set
forth in  Sections  4.2.1,  4.2.2,  4.2.3 and  4.2.4 and (ii) a Buyer's  Default
(hereinafter  defined)  has  occurred  and  continues to exist as of the Closing
Date. As used herein,  the term  "Buyer's  Default"  shall mean,  either (i) the
failure of Buyer to close the transaction  contemplated by this Agreement on the
Closing Date or (ii) the failure of Buyer to satisfy each of the  conditions  to
Seller's  obligation to close set forth in Section 4.1.1, 4.1.2, 4.1.3, or 4.1.4
on the Closing  Date.  The Escrow  Agent shall  return to the Buyer the Deposit,
together with all interest accrued thereon,  and the Buyer shall not be required
to  reimburse  the  bankruptcy  estate  for any and all fees and  charges of the
Escrow Holder related to the Escrow if any of the following events occur: (A) if
the Procedure  Order is not approved by the  Bankruptcy  Court on or before 5:00
p.m.,  Eastern time, seven (7) business days after the Execution Date; or (B) if
this  Agreement is terminated in accordance  with the terms of this Agreement by
either party or if the Closing  fails to occur (i) because an Outbid (as defined
in Section 7.2.1) occurs, (ii) because the Bankruptcy Court approves the sale of
a portion of the Property to any third party (other than Buyer),  (iii)  because
each of the  conditions  to Buyer's  obligation  to close set forth in  Sections
4.2.1,  4.2.2,  4.2.3 and 4.2.4 is not  satisfied as of the Closing  Date,  (iv)
because Seller fails to close the transactions contemplated under this Agreement
on the Closing  Date,  or (v) because the Closing fails to occur for any reason,
other than Buyer's Default, on or before thirty-five (35) days after the date of
the Procedure Order.

         7.2      BANKRUPTCY COURT APPROVALS.
                  --------------------------

                                       13
<PAGE>

                  7.2.1 BANKRUPTCY  COURT APPROVAL OF SALE PROCEDURES.  Promptly
following the Execution Date, the Seller will file a motion (the "Sale Procedure
Motion")  with the  Bankruptcy  Court  requesting  the  entry  of an order  (the
"Procedure  Order") no later than 5:00 p.m., Eastern time, two (2) business days
after the Execution Date (i) requesting expedited hearings on the Sale Procedure
Motion  and the Sale  Motion  (as  hereinafter  defined),  (ii)  requesting  the
Bankruptcy Court to fix the time, date, and location of a hearing (the "Approval
Hearing")  to  approve  the  Seller's  consummation  of  this  Agreement,  (iii)
requesting the approval of the  assignment  and assumption of certain  executory
contracts or agreements and rejecting certain executory contracts or agreements,
if  necessary,  (iv)  providing  that  if  the  Seller  solicits  bids  (whether
voluntarily  or at the  direction of the  Bankruptcy  Court) from a third party,
such  third  party  shall be  pre-qualified  by  depositing  with  the  Seller's
bankruptcy counsel no later than 24 hours prior to the submission of such bid an
amount  equal to the  Deposit  and such  offer is for a  purchase  price for the
Property that is greater than the Purchase Price and is subsequently approved by
the  Bankruptcy  Court and closes as provided by its terms but in no event later
than the  earlier of ten (10) days after  Bankruptcy  Court  approval or two (2)
business days after the Approval  Order becomes final and  non-appealable,  then
the  Seller  shall  pay  the  Buyer  at  such  closing  a flat  fee  payment  of
$550,000.00, (v) providing that if the Seller receives a bid from a third party,
the Seller shall  provide a copy of such bid to the Buyer within 24 hours of the
receipt of such bid, (vi) providing  that no prospective  purchaser who bids for
the Property shall be entitled to purchase the Property unless such  prospective
purchaser  offers  to  purchase  all  the  Property,  and  the  purchase  is for
consideration  which is at least  $6,150,000  and otherwise on terms at least as
favorable  to the  Seller as those set forth in this  Agreement  (an  "Outbid"),
(vii)  providing that after any initial  Outbid,  all further Outbids must be in
increments of at least  $50,000,  (viii) noting that the holders of the majority
of the  bonds  of the  Seller  joins  with the  Seller  in  submitting  the Sale
Procedure Motion and the Sale Motion, and approving the procedures  specified in
Sections 7.1 and 8. Should  bidding take place,  the Buyer shall have the right,
but not the obligation,  to participate in the bidding and to be approved as the
highest bidder at the Approval Hearing based upon any such Outbid. Following the
filing of the Sale Procedure Motion,  the Seller shall use Seller's best efforts
to obtain the Procedure  Order (the date on which the Procedure Order is entered
and becomes final is referred to herein as the "Sale Procedure Date").

                  7.2.2. BANKRUPTCY COURT'S APPROVAL OF SALE. Promptly following
the Execution Date, and contemporaneously  with the filing of the Sale Procedure
Motion,  the Seller  shall file a motion  with the  Bankruptcy  Court (the "Sale
Motion")  requesting  entry of an order (the  "Approval  Order")  providing  the
following, unless specifically waived by the Buyer:

                           8        Make a finding that matters  subject to this
                                    Agreement are "core"  matters over which the
                                    Bankruptcy Court has  jurisdiction  pursuant
                                    to 28 U.S.C. Sections 1334 and 157;

                           9        Make a finding that due and proper notice of
                                    the   transactions   contemplated   by  this
                                    Agreement and ancillary  agreements has been
                                    given to creditors, shareholders,  potential
                                    claimants, and other parties in interest;

                           10       Make  a  finding  that  the  Purchase  Price
                                    constitutes fair value for the Property;

                                       14
<PAGE>

                           11       Make a finding  that the  Property  is being
                                    purchased  by the  Buyer in good  faith  and
                                    that the Purchase  Price was not  controlled
                                    by an agreement among potential  bidders and
                                    otherwise  complies with the requirements of
                                    Section 363(m) of the Bankruptcy Code;

                           12       Make a finding that "sound business reasons"
                                    exist for Bankruptcy  Court approval of this
                                    Agreement;

                           13       Except  as   otherwise   provided   in  this
                                    Agreement, approve the Agreement and provide
                                    that the  Property  is to be conveyed to the
                                    Buyer free and clear of all Encumbrances;

                           14       Except  as   otherwise   provided   in  this
                                    Agreement,  provide that the Buyer shall not
                                    be liable  or  obligated  for any  Liability
                                    (including  Successor  Liability),  Employee
                                    and  Consultant  Claims,  liens,  interests,
                                    damages, costs, expenses, claims, or demands
                                    arising  from or  relating  to the  Seller's
                                    ownership  or  operation  of the Property or
                                    the Seller's conduct of the business related
                                    to the  Property  on or prior to the Closing
                                    Date or taxes arising out of the sale of the
                                    Property;

                           15       Specifically overrule objections, if any, to
                                    the  sale;  provided,   however,   that  the
                                    Approval  Order shall not have been  stayed,
                                    materially modified,  withdrawn, or reversed
                                    as of the Closing;

                           16       Approve  the  Assignment  Agreement  and the
                                    Bill of Sale  pursuant to Section  365(f) of
                                    the Bankruptcy Code and reject the executory
                                    contracts  or  agreements  requested  by the
                                    Buyer;

                           17       Copies  of  the  Procedure   Order  and  the
                                    Approval   Order  shall  be  served  on  all
                                    creditors and interested parties,  including
                                    but not  limited  to,  all past and  present
                                    employees  and  all  necessary   taxing  and
                                    regulatory authorities; and

                           18       The terms and  provisions of the  Agreement,
                                    together  with the terms and  provisions  of
                                    the Procedure  Order and the Approval  Order
                                    shall  be  binding  in all  respects  on any
                                    trustee appointed in the Seller's Chapter 11
                                    Bankruptcy  Case, or if the Bankruptcy  Case
                                    is converted to a Chapter 7  proceeding,  on
                                    any  trustee   appointed   in  a  Chapter  7
                                    proceeding.

Following the filing of the Sale Motion, the Seller shall use reasonable efforts
to  obtain  entry of the  Approval  Order.  Both the  Buyer's  and the  Seller's
obligations to consummate the transactions  contemplated in this Agreement shall
be conditioned upon the Bankruptcy  Court's entry of the Procedure Order and the
Approval Order.

8.       CONDUCT POST-CLOSING.
         --------------------

         8.1 WEEKLY ADVANCE.  Commencing at the Closing and continuing until the
Real Property Leases  identified on Exhibit A-1, the Other Leases  identified on
Exhibit A-2, the Other  Contracts  identified  as the on Exhibit A-3 and the TCA
Agreement  identified  on Exhibit A-4  (collectively  the "Key  Contracts")  are
either  assumed by the  Seller  and  assigned  to the Buyer or  rejected  by the
Seller,  but in no event later than 90 days  following  Closing Date,  the Buyer
shall pay to the  Seller,  and the Seller  shall  distribute  to the  applicable
lessor or vendor when due, an amount  equal to the  following  week's  rental or
lease payments  required  under such Key Contracts.  The Seller shall provide to
the Buyer written notice of the weekly amounts due under such Key Contracts, and
within two (2) days after receipt of such notice,  the Buyer shall remit


                                       15
<PAGE>

payment to the Seller.  The Buyer shall  provide the Seller with written  notice
identifying  the Key Contracts for which payment is made. In the event the Buyer
does not make the  payments  required by this  Section 8.1 with respect to a Key
Contract, then the Seller may, in its sole and absolute discretion,  reject such
Key  Contracts,  or, if the Buyer fails to identify  the Key  Contracts to which
payment  should be allocated  and the Buyer has not  previously  paid the Seller
adequate  funds to pay all  amounts  due under  the Key  Contracts  as  provided
herein, the Seller may reject all Key Contracts.

         8.2  ASSIGNMENT  AND  ASSUMPTION  PROCEDURES.  The Buyer shall have the
right and option,  exercised from time-to-time  within 90 days after the Closing
Date,  to request  the Seller to make  application  to the  Bankruptcy  Court to
assume and assign to Buyer all or any Key  Contracts,  provided  the Buyer makes
such request in accordance  with the provisions  hereof on or before ninety (90)
days after the Closing Date (the "Decision  Period").  If the Buyer notifies the
Seller,  by facsimile or  otherwise,  of its desire for the Seller to assume and
assign to the Buyer a particular Key Contract,  the Seller shall  cooperate with
the Buyer in effectuating  such assignment,  including without  limitation,  the
submission of an appropriate motion to the Bankruptcy Court, and upon Bankruptcy
Court approval of any such  assumption and  assignment,  the Buyer shall pay the
Cure Amount with respect to such Key Contract,  if any, and reimburse the Seller
for the Security  Deposit  relating to such Key  Contract,  if any. If the Buyer
notifies the Seller, by facsimile or otherwise,  of its desire for the Seller to
reject  a  particular  Key  Contract,   the  Seller  shall  promptly  submit  an
appropriate motion to the Bankruptcy Court and seek expedited  treatment of such
motion.  Until such time as the Seller  accepts  and  assigns to the Buyer a Key
Contract,  the Buyer shall deliver any cash,  revenues or profits (excluding any
cash,  revenues or profits that the Seller would be entitled to retain  pursuant
to the terms of such Key  Contract)  received  under  such Key  Contract  to the
Seller.  The Buyer  shall not be  obligated  to pay any Cure  Amount or Security
Deposit with respect to any Key Contract by reason of the Buyer's execution of a
contract  or lease with a party that is a party or a  successor  to a party to a
Key Contract. Upon the earlier of (i) the date the Bankruptcy Court approves the
Seller's rejection of a Key Contract  following the Buyer's  notification of the
Seller,  by  facsimile or  otherwise,  that it wishes the Seller to reject a Key
Contract,  or (ii) the expiration of the Decision Period, the Buyer's obligation
to pay the amounts described in Section 8.1 shall terminate. For the purposes of
Section 8, notice to the Seller shall be  effectuated  by notice to the Seller's
bankruptcy counsel (Kozyak Tropin & Throckmorton,  PA) and such other parties as
the Approval Order may designate.

9.       MISCELLANEOUS.
         --------------

         9.1 REASONABLE ACCESS TO RECORDS AND CERTAIN PERSONNEL.  So long as the
Bankruptcy Case is pending,  (i) the Seller shall permit the Buyer's counsel and
other  professionals  employed in the Bankruptcy Case  reasonable  access to the
financial  and other books and  records  relating  to the  Property  (whether in
documentary  or data  form) for the  purpose  of  monitoring  the  status of the
Property,  which access  shall  include (a) the right of such  professionals  to
copy, at the Buyer's expense,  such documents and records as they may request in
furtherance of the purposes  described  above,  and (b) the Seller's copying and
delivering to the Buyer or its



                                       16
<PAGE>

professionals  such  documents or records as they may  request,  but only to the
extent  the  Buyer or its  professionals  furnishes  the Buyer  with  reasonably
detailed  written  descriptions  of the  materials to be so copied and the Buyer
reimburses the Seller for the reasonable costs and expenses  thereof),  and (ii)
the Seller  shall  provide the Buyer and such  professionals  (at no cost to the
Buyer) with  reasonable  access to such personnel  employed by the Seller during
regular  business  hours to assist  the Buyer in the  monitoring  the  Property,
provided  that such access does not  unreasonably  interfere  with the  Seller's
business operations.

         9.2 NOTICES.  Unless otherwise provided herein, any notice,  tender, or
delivery to be given  hereunder  by either party to the other may be effected by
personal  delivery in writing,  or by  registered  or  certified  mail,  postage
prepaid,  return receipt requested,  and shall be deemed  communicated as of the
date of mailing.  Mailed notices shall be addressed as set forth below, but each
party  may  change  his  address  by  written  notice  in  accordance  with this
paragraph.

             To the Seller:            PNV Inc.
                                       11711 N.W. 39th Street
                                       Coral Springs, Florida 33065
                                       Attn: Bob May, President and CEO
                                       Fax:  561-833-0061

             With a copy to:           Kilpatrick Stockton LLP
                                       3737 Glenwood Avenue, Suite 400
                                       Raleigh, North Carolina 27612
                                       Attn: Jim O'Connell
                                       Fax:  919-420-1800

                                            and

                                       Kilpatrick Stockton LLP
                                       1100 Peachtree Street, Suite 2800
                                       Atlanta, Georgia 30309
                                       Attn: Joel Piassick
                                       Fax:  404-815-9556

                                       and


                                       Kozyak Tropin & Throckmorton, PA
                                       2800 First Union Financial Center
                                       200 South Biscayne Blvd.
                                       Miami, Florida 33131
                                       Attn:  Cori Lopez Castro
                                       Fax: 305-372-3508

                                       and

                                       17
<PAGE>

                                      Houlihan Lokey Howard & Zukin
                                      3475 Piedmont Road, Suite 950
                                      Atlanta, Georgia 30305
                                      Attn: James Decker
                                      Fax:  404-495-9545

                  To the Buyer:       TTI Holding Inc.
                                      5751 Uptain Road, Suite 200
                                      Chattanooga, Tennessee 37411
                                      Attn: James Coppinger, President
                                      Fax:  423-954-9973

                  With a copy to:     Scudder Law Firm, P.C., L.L.O.
                                      411 S. 13th Street, Suite 200
                                      Lincoln, Nebraska 68508
                                      Attn: Earl Scudder
                                      Fax:  402-435-4239

                                            and

                                      Berger, Davis & Singerman
                                      350 East Las Olas Boulevard, Suite 1000
                                      Fort Lauderdale, Florida 33301
                                      Attn: Mitchell W. Berger
                                      Fax:  954-523-2872

         9.3 ENTIRE AGREEMENT.  This instrument and the documents to be executed
pursuant hereto contain the entire agreement between the parties relating to the
sale of the Property. Any oral representations or modifications  concerning this
Agreement or any such other document shall be of no force and effect excepting a
subsequent modification in writing, signed by the party to be charged.

         9.4  MODIFICATION.   This  Agreement  may  be  modified,   amended,  or
supplemented  only by a written  instrument  duly  executed  by all the  parties
hereto.

         9.5 CLOSING  DATE.  All actions to be taken on the Closing  pursuant to
this  Agreement  shall be deemed to have  occurred  simultaneously,  and no act,
document,  or  transaction  shall be deemed to have been  taken,  delivered,  or
effected until all such actions,  documents,  and transactions  have been taken,
delivered, or effected.

         9.6  SEVERABILITY.  Should any term,  provision,  or  paragraph of this
Agreement  be  determined  to be illegal or void or of no force and effect,  the
balance of the Agreement  shall survive except that, if the Buyer cannot acquire
and the Seller cannot sell  substantially all of the Property,  either party may
terminate this Agreement, and it shall be of no further force and effect, unless
both parties agree in writing to the contrary.

                                       18
<PAGE>

         9.7 CAPTIONS. All captions and headings contained in this Agreement are
for  convenience of reference only and shall not be construed to limit or extend
the terms or conditions of this Agreement.

         9.8 FURTHER  ASSURANCES.  Each party hereto will execute,  acknowledge,
and  deliver  any  further  assurance,  documents,  and  instruments  reasonably
requested  by any other  party  hereto for the  purpose of giving  effect to the
transactions  contemplated  herein or the intentions of the parties with respect
thereto.

         9.9 WAIVER.  No waiver of any of the provisions of this Agreement shall
be deemed,  or shall constitute,  a waiver of other  provisions,  whether or not
similar, nor shall any waiver constitute a continuing waiver. No waiver shall be
binding unless executed in writing by the party making the waiver.

         9.10 BROKERAGE OBLIGATIONS. The Seller is represented by Houlihan Lokey
Howard  & Zukin  ("HLHZ")  as its  exclusive  sale  agent  with  respect  to the
transactions  contemplated herein. HLHZ's commission,  fees, and expenses are to
be paid by the Seller  directly from sales proceeds as a cost of the sale and in
accordance with the terms and provisions of HLHZ's employment agreement with the
Seller.  The Seller and the Buyer each  represent and warrant to the other that,
except for the  obligation  of the Seller to HLHZ,  such party has  incurred  no
Liability to any real estate  broker or agent with respect to the payment of any
commission  regarding the consummation of the transaction  contemplated  hereby.
Except for any claims of HLHZ  against  the Seller  (which are to be handled and
satisfied by the Seller in accordance with the above  referenced  order),  it is
agreed  that  if any  claims  for  commissions,  fees,  or  other  compensation,
including, without limitation, brokerage fees, finder's fees, or commissions are
ever  asserted  against  the  Buyer  or  the  Seller  in  connection  with  this
transaction,  all such  claims  shall be  handled  and paid by the  party  whose
actions  form the basis of such claim and such  party  shall  indemnify,  defend
(with counsel reasonably satisfactory to the party entitled to indemnification),
protect,  and save and hold the other harmless from and against any and all such
claims or demands  asserted by any person,  firm, or  corporation  in connection
with the transaction contemplated hereby.

         9.11 PAYMENT OF FEES AND EXPENSES.  Each party to this Agreement  shall
be responsible  for, and shall pay, all of its own fees and expenses,  including
those of its counsel, incurred in the negotiation, preparation, and consummation
of the Agreement and the transaction described herein.

         9.12  SURVIVAL.  None of the  respective  representations,  warranties,
covenants,  and agreements of the Seller and the Buyer herein, including without
limitation Section 5 hereof, or in any certificates or other documents delivered
prior to or at the Closing, shall survive the Closing. Buyer hereby acknowledges
and agrees that Buyer's sole remedy for breach of Seller's  representations  and
warranties in Section 5 is a purchase price reduction pursuant to Section 2.1.2.

                                       19
<PAGE>

         9.13  ASSIGNMENTS.  This Agreement  shall not be assigned by the Seller
without the prior written  consent of the Buyer.  This Agreement shall be freely
assignable by the Buyer,  without approval or consent of the Seller,  so long as
the Buyer remains liable for  performance in the event of default in performance
by the Buyer's assignee.

         9.14 BINDING  EFFECT.  Subject to the provisions of Section 8.13 above,
this  Agreement  shall bind and inure to the  benefit of the  respective  heirs,
personal representatives, successors, and assigns of the parties hereto.

         9.15  APPLICABLE LAW. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the state of Florida.

         9.16 GOOD FAITH.  All parties  hereto  agree to do all acts and execute
all  documents  required to carry out the terms of this  Agreement and to act in
good faith with respect to the terms and conditions  contained herein before and
after the Closing.

         9.17  CONSTRUCTION.  In the  interpretation  and  construction  of this
Agreement,  the parties  acknowledge  that the terms  hereof  reflect  extensive
negotiations  between the parties and that this  Agreement  shall not be deemed,
for the purpose of  construction  and  interpretation,  drafted by either  party
hereto.

         9.18  COUNTERPARTS.  This Agreement may be signed in counterparts.  The
parties  further  agree that this  Agreement  may be executed by the exchange of
facsimile signature pages.

         9.19 TIME IS OF THE ESSENCE.  Time is of the essence in this Agreement,
and all of the terms, covenants, and conditions hereof.

         9.20 BANKRUPTCY COURT JURISDICTION. THE BUYER AND THE SELLER AGREE THAT
THE  BANKRUPTCY  COURT SHALL HAVE EXCLUSIVE  JURISDICTION  OVER ALL DISPUTES AND
OTHER  MATTERS  RELATING  TO: (i) THE  INTERPRETATION  AND  ENFORCEMENT  OF THIS
AGREEMENT OR ANY ANCILLARY  DOCUMENT EXECUTED  PURSUANT HERETO;  AND/OR (ii) THE
PROPERTY AND/OR ASSUMED  LIABILITIES,  AND THE BUYER  EXPRESSLY  CONSENTS TO AND
AGREES NOT TO CONTEST SUCH EXCLUSIVE JURISDICTION.

         9.21  ATTORNEYS  FEES.  In the event that either party hereto brings an
action or other  proceeding to enforce or to interpret the terms and  provisions
of this Agreement, the prevailing party in that action shall be entitled to have
and recover from the  non-prevailing  party all such fees,  costs, and expenses,
including,  without limitation,  all court costs and reasonable attorneys' fees,
as the  prevailing  party may  suffer or incur in  pursuit  or  defense  of such
action.

                                       20
<PAGE>

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this Asset
Purchase Agreement as of the day and year first above written.


                                     TTI HOLDING INC., a Nevada corporation


                                     By:        /s/ James B. Coppinger
                                           -------------------------------------
                                              James B. Coppinger, President


                                     PNV INC., a Delaware corporation
                                     Debtor and Debtor In Possession


                                     By:        /s/ Robert P. May
                                         --------------------------------------
                                     Name: Robert P. May
                                     Its:  President and Chief Executive Officer


                                       21
<PAGE>


                                Index of Exhibits
                                -----------------



A-1      Real Property Leases
A-2      Other Leases
A-3      Other Contracts
A-4      TCA Agreement
B        Personal Property
C        Intangible Property
D        Computer Software and Data
E.       Assignment and Assumption Agreement
F        Bill of Sale


Schedule 5.3      Employee Benefit Plans


<PAGE>



                                   Exhibit A-1
                              Real Property Leases
                                    PNV Inc.




Unipower,  for the lease of the real property  located at 11711  Northwest  39th
Street, Coral Springs, Florida 33065


Note:  The  Seller  agrees to move any  Property  that is  currently  in another
facility  to either  the  Seller's  headquarters  facility  or the  headquarters
facilities of the Buyer on or prior to the Closing.


                                      A-1
<PAGE>


                                   Exhibit A-2
                                  Other Leases
                                    PNV Inc.



Xerox
Milner






                                      A-2
<PAGE>


                                   Exhibit A-3
                                 Other Contracts
                                    PNV Inc.


Truck Stop Contracts (Multi-stop operators)
Truck Stop Contracts (Individual)
Truck Stop Contracts
Fleet Contracts and Service Agreements
Transcommunications Incorporated
CFL, LLC
CAIS Software Solutions, Inc.
Glarnet Communications Services, Inc.
AT&T Communications
Cisco Systems Capital Corporation
Echostar Communications Corp.





                                      A-3

<PAGE>




                                   Exhibit A-4
                                  TCA Agreement
                                    PNV Inc.



[Copy has been provided to the Buyer]




                                      A-4
<PAGE>


                                    Exhibit B
                                Personal Property
                                    PNV Inc.

All personal property set forth on the Fixed Inventory Listed dated December 28,
2000 delivered by Buyer to Seller except the following items:

         o        The  personal  property  used in the  conduct  of the  pnv.com
                  Business  located at 11 Penn Plaza,  Suite 2001, New York, New
                  York, 10001

         o        Leasehold  improvements  located at a facility  other than the
                  facility set forth on Exhibit A-1

         o        Laser Printer leased  pursuant to a lease with Computer Grants
                  dated April 5, 2000

         o        The items set forth below

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------------------
           DESCRIPTION                   ASSET ID          LOCATION ID         QTY    COST BASIS     ACCUM DEPR      NET BOOK
----------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>            <C>                            <C>     <C>              <C>            <C>
'99 Chevrolet Express Cargo Van-  1999 CHEVROLET-2      FT.LAUDERDALE           1        21,215.17       11,037.16      10,178.01
'99 Chevrolet G20 Express Cargo   1999 CHEVROLET-1      FT.LAUDERDALE           1        20,455.08       10,641.75       9,813.33
'99 GMC Savana Cargo Van - Leasi  1999 GMC SAVANA-2     FT.LAUDERDALE           1        20,476.94       10,653.10       9,823.84
'99 GMC Savana Cargo Van - Leasi  1999 GMC SAVANA-3     FT.LAUDERDALE           1        20,476.94       10,653.10       9,823.84
'99 GMC Savana Van - Leasing Ass  1999 GMC SAVANA-1     FT.LAUDERDALE           1        20,511.73       10,671.22       9,840.51
1999 CHEVROLET -LEASING ASSOC.    1999 CHEVROLET-7      FT.LAUDERDALE           1        16,583.00        5,528.60      11,054.40
1999 CHEVROLET-LEASING ASSOCIATE  1999 CHEVROLET-8      FT.LAUDERDALE           1         4,000.00        1,248.71       2,751.29
1999 FORD TAURUS LX SEDAN-LEASIN  1999 FORD TAURU-3     FT.LAUDERDALE           1         3,500.00        1,092.62       2,407.38
----------------------------------------------------------------------------------------------------------------------------------
TOTAL                                                                                   127,218.86       61,526.26      65,692.60
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                     FIXED ASSETS INVENTORY LIST
------------------------------------------------------------------------------------------------------------------------------------
             DESCRIPTION                      ASSET ID             LOCATION ID         QTY    COST BASIS   ACCUM DEPR   NET BOOK
------------------------------------------------------------------------------------------------------------------------------------

<S>                       <C>        <C>            <C>                                 <C>      <C>         <C>           <C>
'98 Chevrolet Cargo Van #G21405      1998 CHEVROLET-1          FT.LAUDERDALE            1        20,970.75   12,675.50     8,295.25
'98 Chevrolet Malibu Sedan -Gray     1998 CHEVROLET-3          FT.LAUDERDALE            1        15,688.00    7,839.52     7,848.48
'98 Chevrolet Cargo Van #CG11405     1998 CHEVROLET-2          FT.LAUDERDALE            1        20,468.18   12,371.74     8,096.44
'98 Ford E150 Cargo Van - White      1998 FORD-6               FT.LAUDERDALE            1        21,301.00   12,423.17     8,877.83
'98 Ford Escort SE 4-dr White -      1998 FORD-4               FT.LAUDERDALE            1        14,091.00    8,218.13     5,872.87
'98 Ford Escort SE 4-Dr White -      1998 FORD-5               FT.LAUDERDALE            1        14,091.00    8,218.13     5,872.87
'98 Ford Taurus SE 4-Dr White -      1998 FORD-2               FT.LAUDERDALE            1        17,888.00   10,432.62     7,455.38
'98 Ford Taurus SE 4-Dr White -      1998 FORD-3               FT.LAUDERDALE            1        18,302.00   10,674.08     7,627.92
'98 Ford Taurus SE Sedan White -     1998 FORD-7               FT.LAUDERDALE            1        18,645.00   10,874.11     7,770.89
'98 Ford Taurus SE White - #1017     1998 FORD-1               FT.LAUDERDALE            1        18,301.97   11,062.40     7,239.57
'98 Isuzu Hombre Pickup - White      1998 ISUZU-1              FT.LAUDERDALE            1        11,995.00    6,995.69     4,999.31
'98 Isuzu Hombre Pickup - White      1998 ISUZU-2              FT.LAUDERDALE            1        11,995.00    6,995.69     4,999.31
'98 Isuzu Hombre Pickup - White      1998 ISUZU-3              FT.LAUDERDALE            1        11,995.00    6,995.69     4,999.31
'99 Chevrolet  Cargo Van-White -     1999 CHEVROLET-6          FT.LAUDERDALE            1        20,446.15   10,217.24    10,228.91
'99 Chevrolet Express Cargo Van      1999 CHEVROLET-3          FT.LAUDERDALE            1        21,296.16   10,642.02    10,654.14
'99 Chevrolet Malibu Sedan - Whi     1999 CHEVROLET-5          FT.LAUDERDALE            1        15,688.00    7,839.52     7,848.48
'99 Chevrolet Malibu Sedan White     1999 CHEVROLET-4          FT.LAUDERDALE            1        15,688.00    7,839.52     7,848.48
1997 Ford Truck Econoline            1997 FORD TRUCK-1         FT.LAUDERDALE            1        19,720.93   18,490.91     1,230.02
1998 ISUZU - Hombre Pickup - Whi     1998 ISUZU-10             FT.LAUDERDALE            1        11,838.00    5,413.28     6,424.72
1998 ISUZU - Hombre Pickup-White     1998 ISUZU-9              FT.LAUDERDALE            1        11,838.00    5,413.28     6,424.72
1998 ISUZU -Hombre -Pickup-White     1998 ISUZU-11             FT.LAUDERDALE            1        11,838.00    5,413.28     6,424.72
1998 ISUZU Hombre - Pickup - Whi     1998 ISUZU-8              FT.LAUDERDALE            1        11,838.00    5,413.28     6,424.72
1998 ISUZU Hombre - Pickup - Whi     1998 ISUZU-13             FT.LAUDERDALE            1        11,838.00    5,413.28     6,424.72
1998 ISUZU Hombre - Pickup -Whit     1998 ISUZU-12             FT.LAUDERDALE            1        11,838.00    5,413.28     6,424.72
1998 ISUZU Hombre - Pickup White     1998 ISUZU-5              FT.LAUDERDALE            1        11,838.00    5,413.28     6,424.72
1998 ISUZU Hombre - Pickup White     1998 ISUZU-7              FT.LAUDERDALE            1        11,838.00    5,413.28     6,424.72
1998 Isuzu Hombre-Pickup - White     1998 ISUZU-4              FT.LAUDERDALE            1        11,838.00    5,413.28     6,424.72
1998 ISUZU Hombre-Pickup White #     1998 ISUZU-6              FT.LAUDERDALE            1        11,838.00    5,413.28     6,424.72
1999 CHEV -IGCFG25M3X1024682         1999 CHEVROLET-19         FT.LAUDERDALE            1         1,156.11      168.62       987.49
1999 CHEV EXPRESS CARGO VAN -LEA     1999 CHEVROLET-10         FT.LAUDERDALE            1         4,228.00    1,319.85     2,908.15
1999 CHEV EXPRESS CARGO VAN-LEAS     1999 CHEVROLET-11         FT.LAUDERDALE            1         4,228.00    1,319.85     2,908.15
1999 CHEV EXPRESS CARGO VAN-LEAS     1999 CHEVROLET-12         FT.LAUDERDALE            1         4,228.00    1,319.85     2,908.15
1999 CHEV EXPRESS CARGO VAN-LEAS     1999 CHEVROLET-13         FT.LAUDERDALE            1        16,913.68    5,279.99    11,633.69
1999 CHEV G2500 CARGO VAN -LEASI     1999 CHEVROLET-9          FT.LAUDERDALE            1        16,453.86    5,136.41    11,317.45
1999 CHEV G2500 CARGO VAN-LEASIN     1999 CHEVROLET-14         FT.LAUDERDALE            1         4,000.00    1,248.71     2,751.29
1999 CHEVROLET EXPRESS CARGO VAN     1999 CHEVROLET-15         FT.LAUDERDALE            1        16,913.68    5,279.99    11,633.69
1999 CHEVROLET EXPRESS CARGO VAN     1999 CHEVROLET-16         FT.LAUDERDALE            1        16,913.68    5,279.99    11,633.69
1999 FORD TAURUS 4 DOOR SEDAN WH     1999 FORD TAURU-8         FT.LAUDERDALE            1         3,541.00    1,032.69     2,508.31
1999 FORD TAURUS 4 DOOR WHITE -L     1999 FORD TAURU-6         FT.LAUDERDALE            1         3,616.50    1,054.70     2,561.80
1999 FORD TAURUS 4 DOOR WHITE-LE     1999 FORD TAURU-5         FT.LAUDERDALE            1        14,466.42    4,218.97    10,247.45
1999 FORD TAURUS 4 DOOR WHITE-LE     1999 FORD TAURU-7         FT.LAUDERDALE            1        14,163.97    4,130.75    10,033.22
1999 FORD TAURUS LX  SEDAN-LEASI     1999 FORD TAURU-4         FT.LAUDERDALE            1         3,500.00    1,092.62     2,407.38
1999 FORD TAURUS LX SEDAN -LEASI     1999 FORD TAURU-1         FT.LAUDERDALE            1        13,936.00    4,646.10     9,289.90
1999 FORD TAURUS LX SEDAN-LEASIN     1999 FORD TAURU-2         FT.LAUDERDALE            1        13,994.00    4,665.45     9,328.55
1999 FORD TAURUS SEDAN SILVER-LE     1999 FORD TAURU-11        FT.LAUDERDALE            1        14,598.99    4,257.63    10,341.36
1999 FORD TAURUS SEDAN SILVER-LE     1999 FORD TAURU-12        FT.LAUDERDALE            1         3,640.00    1,061.55     2,578.45
1999 FORD TAURUS SEDAN WHITE-LEA     1999 FORD TAURU-9         FT.LAUDERDALE            1        14,598.99    4,257.63    10,341.36
1999 FORD TAURUS SEDAN WHITE-LEA     1999 FORD TAURU-10        FT.LAUDERDALE            1         3,640.00    1,061.55     2,578.45
2000 CHEV EXP CARGO VAN WHITE-LE     2000 CHEV WHITE-1         FT.LAUDERDALE            1        21,321.28    4,875.49    16,445.79
2000 CHEV EXP CARGO VAN WHITE-LE     2000 CHEV WHITE-2         FT.LAUDERDALE            1        21,886.88    5,004.80    16,882.08
2000 CHEVROLET EXPRESS - L.A.#10     2000 CHEV EXPRE-2         FT.LAUDERDALE            1        21,903.00    3,644.25    18,258.75
2000 CHEVROLET EXPRESS CARGO VAN     2000 CHEVROLET-1          FT.LAUDERDALE            1        16,978.01    4,951.45    12,026.56
2000 CHEVROLET EXPRESS CARGO VAN     2000 CHEVROLET-2          FT.LAUDERDALE            1         4,244.00    1,237.73     3,006.27
2000 CHEVROLET EXPRESS-L.A.#1069     2000 CHEV EXPRE-1         FT.LAUDERDALE            1        21,796.00    3,626.44    18,169.56
2000 CHEVROLET EXPRESS-L.A.#1072     2000 CHEV EXPRE-3         FT.LAUDERDALE            1        21,903.00    3,644.25    18,258.75
2000 CHEVY EXP-LEASING ASSOC#107     2000 CHEV EXPRE-6         FT.LAUDERDALE            1        21,809.70    2,718.14    19,091.56
2000 CHEVY EXPRESS - LEASING ASS     2000 CHEV EXPRE-5         FT.LAUDERDALE            1        21,624.03    3,153.80    18,470.23
2000 CHEVY EXPRESS - LEASING ASS     2000 CHEV EXPRE-4         FT.LAUDERDALE            1        21,624.03    3,153.80    18,470.23
2000 CHEVY EXPRESS - LEASING ASS     2000 CHEVY EXPR-1         FT.LAUDERDALE            1        22,006.40    3,209.57    18,796.83
2000 CHEVY EXPRESS-LEASING ASSOC     2000 CHEV EXPRE-7         FT.LAUDERDALE            1        21,809.70    2,718.14    19,091.56
2000 CHEVY EXPRESS-LEASING ASSOC     2000 CHEV EXPRE-8         FT.LAUDERDALE            1        21,809.70    2,718.14    19,091.56
2000 CHEVY EXPRESS-LEASING ASSOC     2000 CHEV EXPRE-9         FT.LAUDERDALE            1        21,809.70    2,718.14    19,091.56
2000 CHEVY EXPRESS-LEASING ASSOC     2000 CHEV EXPRE-11        FT.LAUDERDALE            1        20,219.28    2,519.93    17,699.35
2000 CHEVY EXPRESS-LEASING ASSOC     2000 CHEV EXPRE-12        FT.LAUDERDALE            1         1,695.00      105.45     1,589.55
2000 CHEVY EXPRESS-LEASING ASSOC     2000 CHEV EXPRE-10        FT.LAUDERDALE            1        21,809.70    2,718.14    19,091.56
2000 FORD F-250 CARGO VAN-LEASIN     1999 CHEVROLET-17         FT.LAUDERDALE            1        18,367.00    3,445.63    14,921.37
2000 FORD TAURUS - LEASING ASSOC     2000 FORD TAURU-9         FT.LAUDERDALE            1        18,908.00    2,356.50    16,551.50
2000 FORD TAURUS - LEASING ASSOC     2000 FORD TAURU-8         FT.LAUDERDALE            1        18,802.00    2,742.23    16,059.77
2000 FORD TAURUS GOLD PARCHMENT-     2000 FORD TAURU-2         FT.LAUDERDALE            1        18,173.00    4,155.60    14,017.40
2000 FORD TAURUS SE - L.A.#1070      2000 FORD TAURU-7         FT.LAUDERDALE            1        18,347.00    3,052.61    15,294.39
2000 FORD TAURUS SEDAN-LEASING A     1999 CHEVROLET-18         FT.LAUDERDALE            1        14,756.00    2,768.24    11,987.76
2000 FORD TAURUS SEDAN-LEASING A     2000 FORD TAURU-6         FT.LAUDERDALE            1        14,668.00    2,751.69    11,916.31
2000 FORD TAURUS SILVER -LEASING     2000 FORD TAURU-4         FT.LAUDERDALE            1        18,322.00    4,189.66    14,132.34
2000 FORD TAURUS TOREADOR-LEASIN     2000 FORD TAURU-5         FT.LAUDERDALE            1        18,322.00    4,189.66    14,132.34
2000 FORD TAURUS WHITE GRAPHITE      2000 FORD TAURU-1         FT.LAUDERDALE            1         9,801.48    2,241.30     7,560.18
2000 FORD TAURUS WHITE GRAPHITE-     2000 FORD TAURU-3         FT.LAUDERDALE            1        18,173.00    4,155.60    14,017.40
2000 FORD TAURUS-LEASING ASSOC#1     2000 FORD TAURU-11        FT.LAUDERDALE            1        18,908.00    2,356.50    16,551.50
2000 FORD TAURUS-LEASING ASSOC#1     2000 FORD TAURU-12        FT.LAUDERDALE            1        18,908.00    2,356.50    16,551.50
2000 FORD TAURUS-LEASING ASSOC-1     2000 FORD TAURU-10        FT.LAUDERDALE            1        18,908.00    2,356.50    16,551.50
2001 CHEVROLET #1088                 2001 CHEVROLET-1          FT.LAUDERDALE            1        22,070.15    1,222.76    20,847.39
98 Chevy Cargo Van #1014 - Lease     98 CHEV VAN1014-1         FT.LAUDERDALE            1        20,403.50   14,427.45     5,976.05
98 Chevy CG11405 Cargo Van-Lease     98 CHEV VAN1010-1         FT.LAUDERDALE            1        20,478.32   14,914.88     5,563.44
98 Chevy CG11405 Cargo Van-Lease     98 CHEV VAN1011-1         FT.LAUDERDALE            1        20,478.32   14,480.37     5,997.95
98 Chevy CG11405 Cargo Van-Lease     98 CHEV VAN1012-1         FT.LAUDERDALE            1        20,736.32   14,662.79     6,073.53
98 Ford Escort Wagon #1013 Lease     98 ESCORT 1013-1          FT.LAUDERDALE            1        13,961.00    9,871.90     4,089.10

------------------------------------------------------------------------------------------------------------------------------------
                                                                                              1,303,422.52  458,187.41   845,235.11
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>




<PAGE>


                                    Exhibit C
                       Intangible Property & Other Assets
                                    PNV Inc.





Filing Fees -Public Service Commission           $62,811.00

*Unipower  Lease Deposit (See Note)              $26,750.00

Intellectual Property related to Proprietary Software in Truck stop Switches

All Custom Software Internally Developed







*Note:  If such lease is assumed by the Seller and  assigned  to the Buyer,  the
Buyer shall be obligated  to deliver an amount equal to the Security  Deposit to
the Seller pursuant to Section 3.4.4 of the Agreement.






                                      C-1


<PAGE>


                                    Exhibit D
                         Computer Software and Licenses
                                    PNV Inc.

                                 PNV Inc. - Software Licenses

Products                                    Licenses held              Total
--------                                    -------------              -----

MS Windows 95                                                    25     25
MS Windows 98                                        54 oem 10 mcsp     64
MS Windows NT Workstation                            161oem 15 mcsp    176
MS Windows 2000                                              5 mcsp      5
MS Windows NT Server Enterprise                                   1      1
MS Windows NT Server                          Dell 19 oemIBM 5 mcsp     54
MS Windows NT Server CALS                           220 oem 20 MSBO    240
MS Windows SMS Server                                     1p 5 mcsp      6
MS Windows SMS Server CALS                                       10     10
MS SQL Server                                              1p 4mcsp      5
MS SQL Server CALS                                               25     25
MS Exchange Enterprise                                     1p 1mcsp      2
MS Exchange CALS                                      125 p 50 mcsp    175
MS Word 2000                                                      4      4
MS Office 97                                                      1      1
MS Office 2000 Pro                                  213 oem 10 mcsp    223
MS FrontPage 2000                                       5 p 10 mcsp     15
MS Project 98                                                     2      2
MS Project 2000                                         15p 10 mcsp     25
MS Visio 2000 Standard                                           15     15
MS Visio 2000 Technical                                           1      1
MS Visio 2000 Pro                                                 7      7
MS Visual Studio                                             5 mcsp      5
NetObjects Server                                                 1      1
Technet                                                      1 mcsp      1
Norton Anti Virus                                               100    100
Act                                                              15     15
PC Anywhere                                                      50     50
Cisco Network Registar                                         1250   1250
TNG                                                               0      0
AHD                                                              10     10
Winzip                                                            1      1
WS_FTP                                                            1      1
What's Up                                                        20     20
Adobe                                                            10     10
WinFax Pro                                                        1      1
Great Plains accounting software                                 20     20
Great Plains accounting FRX                                       4      4
Crystal Reports                                                  25     25



<PAGE>


                                    Exhibit E
                              Assignment Agreement
                                    PNV Inc.



                [To be agreed to by the parties prior to Closing]




<PAGE>


                                    Exhibit F
                                  Bill of Sale
                                    PNV Inc.


                [To be agreed to by the parties prior to Closing]




<PAGE>


                                  Schedule 5.3
                             Employee Benefit Plans
                                    PNV Inc.



PNV Inc. 401(k) Plan

PNV Inc. Amended and Restated Severance Program

PNV Inc. 2000 Equity Compensation Plan

Park `N View, Inc. Stock Option Plan

PNV Inc. Employee Stock Purchase Plan

PNV Inc. Supplemental Deferred Compensation Plan

PNV Inc. Health and Welfare Plan

PNV Inc. Premium Only Plan

PNV Inc. Employee Assistance Program

PNV Inc. Management Incentive Plan

Park `N View, Inc. Compensation Plan

Employment agreement between PNV Inc. and Robert May dated March 1, 1999

Employment agreement between PNV Inc. and Steven Yevoli dated May 24, 1999

Employment offer letter from PNV Inc. to Casey Gunnell dated April 17, 2000

Severance agreement between PNV Inc. and Stephen Conkling dated March 20, 2000

Severance  agreement between PNV Inc. and Jeffrey Hendrickson dated November 30,
2000

Retention bonus commitments from PNV Inc. to all PNV Inc. officers

Retention  severance  agreement  between PNV Inc. and Lewis Tatham dated October
30, 2000