Exhibit 10.11


                            ASSET PURCHASE AGREEMENT


         THIS ASSET PURCHASE AGREEMENT (together with the Schedules and Exhibits
hereto, the "Agreement") is made as of November 24, 2003 by and among Sophia
Communications, Inc, a Delaware corporation (the "Seller"), Sophia Licensee,
Inc., a Delaware corporation (the "Subsidiary") and BizCom U.S.A., Inc., a
Florida corporation (the "Buyer"). Seller, Buyer and Subsidiary are occasionally
referred to herein as a "Party", and collectively as the "Parties."

                                  WITNESSETH:

         WHEREAS, Seller owns certain tangible and intangible assets utilized in
the 220 MHz Specialized Mobile Radio ("SMR") industry and relating to certain
220 MHz stations (the "220 MHz Stations"), as further described herein, which
assets it desires to sell to the Buyer, subject to the terms and conditions set
forth in this Agreement;

         WHEREAS, the Subsidiary, which is a wholly-owned subsidiary of the
Seller, and which holds various licenses issued by the Federal Communications
Commission to operate radio stations under call signs WPOJ271, WPOJ272, WPOJ273,
WPOJ274, WPOJ275, WPOJ276, WPOJ277, WPOJ278, WPOJ279, WPOJ280, and WPOJ281 in
the 220-222 MHz band (the "220 MHz Licenses"), as further described herein,
relating to the operation of Seller's 220MHz Stations, desires to sell such 220
MHz Licenses to the Buyer, subject to the terms and conditions set forth in this
Agreement;

         WHEREAS, Buyer desires to purchase such assets of Seller and
Subsidiary, as further described herein, subject to the terms and conditions set
forth in this Agreement; and

         WHEREAS, defined terms used in this Agreement shall have the meanings
ascribed to them in this Agreement or expressly by definition in Article VIII,
except as otherwise expressly provided.

         NOW, THEREFORE, in consideration of the premises, and respective
representations warranties, covenants and agreements of each of the Seller,
Subsidiary, and Buyer contained herein, and for other valuable consideration,
the receipt and sufficiency of which is hereby acknowledged by each of the
Seller, Subsidiary and Buyer, each of such Parties hereto, intending to be
legally bound hereby, agree as follows:

                                   ARTICLE I

                          PURCHASE AND SALE OF ASSETS

         1.01 Purchase and Sale of Assets(i). Subject to the terms and
conditions hereof, (a) on the First Closing Date (as hereinafter defined),
Seller agrees to and shall assign, transfer, sell, convey and deliver to Buyer
all of Seller's right, title and interest in and to all of the assets of Seller
other than the Excluded Assets (collectively, the "Seller's Assets"). Seller's
Assets, together with the Excluded Assets and the Assumed Liabilities,
constitute all of Seller's assets used in its business as it is currently being
conducted. Seller's Assets are generally listed on Schedule 1.01(a) attached



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hereto. Seller's Assets shall be sold free and clear of all Liens, except for
the lien of Fidelity Leasing, a division of EAB Leasing Corp., relating to
certain communications equipment (the "Fidelity Lien"); and (b) on the Final
Closing Date, Subsidiary agrees to and shall assign, transfer, sell, convey and
deliver the 220 MHz Licenses to SMR Management, Inc, a wholly-owned subsidiary
of Buyer (hereafter "Buyer Sub") free and clear of all Liens (the Seller's
Assets, the 220 MHz Licenses and the Assumed Liabilities (defined below) are
collectively referred to herein as the "Purchased Assets"). Notwithstanding
anything contained herein to the contrary, the Parties hereto agree that Buyer
may in its sole discretion at any time and from time to time following the First
Closing Date, without any prior or other notice to the Seller, transfer some or
all of the Purchased Assets to one or more subsidiaries (other than the 220 MHz
Licenses which are being transferred pursuant hereto to Buyer Sub).

         1.02 Excluded Assets. Notwithstanding any other provision of this
Agreement, the Purchased Assets shall exclude all of Seller's and Subsidiary's
assets listed on Schedule 1.02 (the "Excluded Assets").

         1.03 No Assumption of Liabilities. Except for (a) contractual
obligations arising on or after the First Closing Date out of contracts, leases
and other agreements included in the Purchased Assets on Schedule 1.01(a), and
(b) any other liabilities expressly listed on Schedule 1.03, all of which shall
be assumed by the Buyer at the First Closing (the "Assumed Liabilities"), each
of Seller and Subsidiary shall retain, and Buyer shall not assume, or in any way
be responsible for, or liable with respect to, any debts, liabilities or
obligations of Seller and/or Subsidiary, whether arising out of or in connection
with the operation of Seller, Subsidiary, and/or the Purchased Assets before the
First Closing Date or otherwise, whether fixed, contingent or otherwise, known
or unknown. Buyer assumes no obligation to honor employment agreements between
Seller and Seller's employees, except as specifically identified on Schedule
1.03 hereto.

         1.04 Purchase Price.

                  (a) The total purchase price (the "Purchase Price") for the
         Purchased Assets shall be Sixteen Million One Hundred Thousand Dollars
         (US $16,100,000.00) payable by Buyer to Seller and Subsidiary, as
         follows:

                           (i) Three Hundred Thousand Dollars and no cents (US
                  $300,000.00) payable in readily available funds;

                           (ii) a promissory note (the "$2,900,000.00 Promissory
                  Note") issued by Buyer as maker to Seller or its assigns as
                  payee, substantially in the form of Exhibit A in the principal
                  amount of Two Million Nine Hundred Thousand Dollars and no
                  cents (US $2,900,000.00), with simple interest payable
                  semi-annually to accrue at the rate of four percent (4%) per
                  annum, all principal and unpaid interest, if any, to be due
                  and payable on or before December 31, 2007, with no early
                  prepayment penalty and which will be secured by a Pledge and
                  Security Agreement substantially in the form attached at
                  Exhibit G;

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                           (iii) a promissory note (the "$400,000.00 Promissory
                  Note") issued by Buyer as maker to Seller or its assigns as
                  payee, substantially in the form of Exhibit B in the principal
                  amount of Four Hundred Thousand Dollars and no cents (US
                  $400,000.00) with simple interest to accrue at the rate of
                  four percent (4%) per annum, all principal and interest to be
                  due and payable on or before January 31, 2004, with no early
                  prepayment penalty and which will be secured by a Pledge and
                  Security Agreement substantially in the form attached at
                  Exhibit G;

                           (iv) Five Million (5,000,000) shares of Buyer's
                  common stock, par value $.0001 per share (the "Shares") issued
                  to Seller; and

                           (v) a warrant (the "Warrant"), substantially in the
                  form of Exhibit C issued to Seller granting Seller or its
                  assigns the right to purchase One Million (1,000,000) shares
                  of Buyer's common stock, par value US $.0001 per share (the
                  "Warrant Shares") at an exercise price per share which will be
                  the lesser of (i) US $6.00 or (ii) the per share exercise
                  price for common shares established in those warrants which
                  are next issued by Buyer as part of a material private
                  placement securities offering which commences after the First
                  Closing Date, but in no event no less than US $3.00 per share.
                  The right to exercise any or all of the rights provided for in
                  the Warrant shall expire on December 31, 2007, for any portion
                  of the Warrant which remains unexercised on such date.

                  (b) The Shares, Warrants and Warrant Shares to be issued to
         Seller pursuant to this Agreement shall be subject to "piggyback"
         registration rights, lock-up provisions relating thereto, and "tag
         along" rights, pursuant to a Registration Rights Agreement
         substantially in the form attached hereto as Exhibit D. Upon issuance
         of the Shares to the Seller, and in addition to any other rights Seller
         may have as a shareholder of Buyer, Seller will be entitled to not less
         than seven (7) days notice of, and the right to send an observer of its
         choice to, each meeting of the Board of Directors duly held in
         accordance with Buyer's organizational documents in accordance with the
         terms of the Registrations Rights Agreement.

         1.05 Adjustments to Purchase Price.

                  (a) The Purchase Price shall be increased or decreased as of
         the Closing as required to effectuate the proration of expenses
         relating to the Purchased Assets. All expenses arising from the
         operation of the Purchased Assets, including real and personal property
         taxes and assessments levied against the Purchased Assets, taxes
         (except for taxes arising from the transfer of the Assets under this
         Agreement), and similar prepaid and deferred items shall be prorated
         between the Buyer and the Seller, with Seller being responsible for all
         expenses, costs, and liabilities allocable to the operations through
         October 31, 2003, and the Buyer being responsible for all expenses,
         costs, and obligations allocable to operations on and after November 1,
         2003. Prorations shall be calculated as of 12:01 a.m. In addition,
         Buyer shall not be entitled to any credit for amounts paid to Seller
         under the terms of the Memorandum of Understanding executed and
         extended between the Parties.

                           (i) For purposes of making the adjustments pursuant
                  to this Section, Seller shall prepare and deliver a list
                  ("Adjustment List") to Buyer within forty-five (45) days

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                  following the First Closing Date, or such earlier or later
                  date as shall be mutually agreed to by Seller and Buyer. If
                  the Adjustment Amount is a credit to the account of Buyer,
                  Seller shall pay such amount to Buyer, and if the Adjustment
                  Amount is a charge to the account of Buyer, Buyer shall pay
                  such amount to Seller, in each case in cash within five (5)
                  days following Buyer's receipt of the Adjustment List. In the
                  event Buyer disagrees with the Adjustment Amount determined by
                  Seller or with any other matter arising out of this
                  subsection, and Buyer and Seller cannot within fifteen (15)
                  days resolve the disagreement themselves, the Parties will
                  refer the disagreement to an independent certified public
                  accounting firm mutually agreeable to Buyer and Seller, whose
                  decision shall be final and whose fees and expenses shall be
                  allocated between and paid by Seller and Buyer, respectively,
                  to the extent that such Party does not prevail on the disputed
                  matters decided by the accountants.

         1.06 Allocation of the Purchase Price

         The Purchase Price shall be allocated among the Seller's Assets and the
220 MHz Licenses as follows:

                  (a) the $2,900,000 Promissory Note (valued at its principal
         amount) and 1,800,000 Shares (valued at $2.50 per share), totaling
         Seven Million Four Hundred Dollars ($7,400,000.00) in consideration,
         shall be assigned to Subsidiary as full consideration for the 220 MHz
         Licenses; and

                  (b) Seven Hundred Thousand Dollars ($700,000) shall be
         assigned to the Seller's Assets other than the Transferred Technology,
         and the balance of the Purchase Price shall be assigned to the
         Transferred Technology.

Prior to the First Closing Date, Buyer and Seller shall use their reasonable
best efforts to agree on an allocation of that portion of the Purchase Price
which has been assigned to the Seller's Assets being sold hereunder other than
the Transferred Technology and the 220 MHz Licenses. In the event Buyer and
Seller cannot agree, the allocation shall be made by Buyer. Buyer and Seller
shall use such allocation for all reporting purposes in connection with federal,
state and local income and, to the extent permitted under applicable law,
franchise taxes. Buyer and Seller agree to report such allocation to the
Internal Revenue Service in the form required by Treasury Regulation ss.
1.1060-1T.

         1.07 Closings.

                  (a) The First Closing. Subject to the satisfaction of all the
         conditions to Closing specified in Article IV (except Section 4.01 (b)
         hereof) unless waived by the Party to whom such unsatisfied condition
         is applicable prior to such Party's obligation to close, the "First
         Closing" of the transactions provided for herein shall take place at
         the offices of Buyer at 10:00 A.M. EST on November 25, 2003, or such
         earlier date as shall be mutually agreed to by Seller and Buyer (the
         "First Closing Date").

                  (b) The Final Closing. The "Final Closing" of the transactions
         provided for herein shall take place at the offices of Buyer at 10:00
         A.M. EST on the fifth business day following the date on which the

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         conditions set forth in Section 4.01(b) have been met or waived (the
         "Final Closing Date"), except as set forth in Section 4.01(b).

                  (c) Effective Date. The First Closing and the Final Closing
         shall be effective as of 12:01 a.m. on the respective closing dates.

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

         2.01 Representations and Warranties of Seller and Subsidiary, Generally

         EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE SELLER AND THE
  SUBSIDIARY MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR
  IMPLIED, WITH RESPECT TO ANY MATTER RELATING TO THE PURCHASED ASSETS
  INCLUDING, WITHOUT LIMITATION, INCOME TO BE DERIVED OR EXPENSES TO BE INCURRED
  IN CONNECTION WITH THE PURCHASED ASSETS, THE PHYSICAL CONDITION OF ANY
  PERSONAL PROPERTY COMPRISING A PART OF THE PURCHASED ASSETS, THE VALUE OF THE
  PURCHASED ASSETS (OR ANY PORTION THEREOF), THE TRANSFERABILITY OF THE
  PURCHASED ASSETS, THE TERMS, AMOUNT, VALIDITY OR ENFORCEABILITY OF ANY ASSUMED
  LIABILITIES, THE TITLE OF THE PURCHASED ASSETS (OR ANY PORTION THEREOF), THE
  MERCHANTABILITY OR FITNESS OF THE PURCHASED ASSETS FOR ANY PARTICULAR PURPOSE,
  OR ANY OTHER MATTER OR THING RELATING TO THE PURCHASED ASSETS OR ANY PORTION
  THEREOF. MOREOVER, THE TRANSFERRED TECHNOLOGY IS PROVIDED "AS IS" WITHOUT
  WARRANTY OR CONDITION OF ANY KIND. THE ENTIRE RISK AS TO THE USE OF THE
  TRANSFERRED TECHNOLOGY AND THE RESULTS OR PERFORMANCE THEREOF IS ASSUMED BY
  BUYER AND ITS CUSTOMERS. WITHOUT IN ANY WAY LIMITING THE FOREGOING, THE SELLER
  AND THE SUBSIDIARY HEREBY DISCLAIM ANY WARRANTY, EXPRESS OR IMPLIED, OF
  MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE
  PURCHASED ASSETS.

         2.02 Representations of Seller

         Seller hereby makes the following representations and warranties to
Buyer, as of the date of this Agreement (unless otherwise indicated), which
representations and warranties shall continue in full force and effect from the
date hereof until and through the First Closing Date:

                  (a) Authority. Seller is a corporation, duly organized,
         validly existing and in good standing under the laws of the State of
         Delaware in which it is organized. Seller has all requisite power and
         authority and the legal right to own its properties and to conduct its
         business as currently conducted, and to execute, deliver and perform
         this Agreement. Seller is, or prior to the First Closing will be,
         authorized to do business as a foreign corporation in Texas and

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         Illinois, being every jurisdiction where Seller reasonably believes
         that such authorization is required due to the nature and extent of the
         Seller's business and operations in such jurisdiction. Seller has
         obtained all governmental and other third party approvals in order to
         own and operate the Seller's Assets and conduct its business as
         presently conducted, except where the failure to obtain such approvals
         would not have a Material Adverse Effect on Seller or the Purchased
         Assets, and all such approvals are in full force and effect. Seller's
         execution, delivery, and performance of this Agreement have been duly
         and validly authorized by all necessary action on the part of Seller,
         including but not limited to the approval of more than 66 2/3rds of the
         holders of its common shares and more than 90% of the holders of its
         SERIES A Preferred shares and more than 90% of the holders of its
         SERIES B Preferred shares, totaling more than 80% of shares voting on
         an "as converted" basis. No dissenters' rights are provided by law,
         regulation, or contract, to any of the Seller's shareholders relating
         to or arising out of the transactions contemplated hereby. This
         Agreement has been duly executed and delivered by Seller and
         constitutes the legal, valid and binding obligation of Seller
         enforceable in accordance with its terms against Seller except as may
         be limited by laws affecting the enforcement of creditors' rights or
         equitable principles generally.

                  (b) No Restrictions Against Performance. Except as noted on
         Schedule 2.02(b) hereto, neither the execution, delivery, nor
         performance of this Agreement by Seller, nor the consummation of the
         transactions contemplated hereby will, with or without the giving of
         notice or the passage of time, or both, violate any provisions of,
         conflict with, result in a breach of, constitute a default under, or
         result in the creation or imposition of any Lien or condition under,
         (i) any and all organizational documents of Seller, including as
         applicable, Seller's certificate of incorporation, bylaws, or
         shareholders' agreement: (ii) any federal, state or local law, statute,
         ordinance, regulation or rule, which is applicable to Seller or
         Seller's Assets; (iii) any contract, indenture, instrument, agreement,
         mortgage, lease, right or other obligation or restriction to which
         Seller is a Party or by which Seller or Seller's Assets is or may be
         bound; or (iv) any order, judgment, writ, injunction, decree, license,
         franchise, permit or other authorization of any federal, state or local
         court, arbitration tribunal or governmental agency by which Seller or
         Seller's Assets is or may be bound. The execution and delivery of this
         Agreement by Seller and the performance by Seller of the transactions
         contemplated hereby will not constitute an act of bankruptcy,
         preference, insolvency or fraudulent conveyance under any bankruptcy
         act or other law for the protection of debtors or creditors.

                  (c) Third-Party and Governmental Consents. Except as set forth
         on Schedule 2.02(c) hereto, no approval, consent, waiver, order or
         authorization of, or registration, qualification, declaration, or
         filing with, or notice to, any federal, state or local governmental
         authority or other third party is required on the part of Seller in
         connection with the execution of this Agreement or the consummation of
         the transactions contemplated hereby.

                  (d) Title. Seller holds legal title to all of Seller's Assets.
         Except for the Fidelity Lien, all of Seller's Assets are free and clear
         of all Liens, of any nature whatsoever, whether absolute, legal,
         equitable, accrued, contingent or otherwise, including without
         limitation any rights of first refusal as to any of the Seller's
         Assets. Except for the Fidelity Lien, there are no outstanding options,
         warrants, commitments, agreements or any other rights of any character,

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         however characterized, entitling any person or entity other than Buyer
         to acquire any interest in all, or any part of, the Seller's Assets.

                  (e) Orders and Decrees and Related Matters. Neither Seller nor
         any of the Seller's Assets is subject to any judicial or administrative
         order, decree, ordinance or zoning restriction which would adversely
         affect, or impose any condition on, the Seller, the Seller's Assets, or
         the transactions described herein.

                  (f) Litigation. Except as set forth in Schedule 2.02(f) there
         is no judicial or administrative action, or any suit, proceeding,
         investigation or inquiry pending or, to the best Knowledge of Seller
         after due inquiry, threatened against or relating to Seller, the
         Seller's Assets, or the transactions contemplated hereby, before any
         federal, state or local court, arbitration tribunal or governmental or
         regulatory authority which could, individually or in the aggregate, (i)
         result in the voluntary or involuntary transfer of any of the Seller's
         Assets; or (ii) adversely affect Seller, the Seller's Assets, or the
         transactions contemplated hereby. Except as described in Schedule
         2.02(f), Seller knows of no reasonable basis for any such action, suit,
         proceeding or any investigation or inquiry relating to the same.

                  (g) NTP Agreements.

                           (i) To the best of Seller's Knowledge, Seller has not
                  sold or leased any radio product or engaged in the
                  manufacturing, sale or use of any device in its business which
                  infringes on any patents lawfully issued to NTP, Inc. or any
                  patents lawfully issued to NTP, Inc. by Flatt Morris
                  Associates, S.A.

                           (ii) To the best of Seller's Knowledge, Seller has
                  not reproduced, distributed, or made derivative works of any
                  software lawfully owned by NTP, Inc. or Flatt Morris
                  Associates, S.A. or committed any other act which would
                  constitute infringement of NTP Inc.'s copyright, trade secret
                  right or any other proprietary right in software lawfully
                  owned by NTP Inc. or Flatt Morris Associates, S.A.

                           (iii) None of the radio products sold or leased by
                  Seller to any third party are or were designed and marketed
                  for use in the transmission of e-mails.

                           (iv) None of the radio products sold or leased by
                  Seller to any third party are or were intended for use in the
                  transmission of e-mails.

                           (v) Seller makes no representations or warranties of
                  any kind with respect to the Technology and Patent License
                  Agreement, dated February 3, 1998, by and between Seller and
                  NTP, Inc., as amended July 25, 2002 (the "NTP Agreement") and
                  without limiting the foregoing, to the extent Seller has any
                  interest therein, and only to that extent, Seller is assigning
                  to Buyer the NTP Agreement but does not warrant (1) that it
                  has the right and ability to assign the NTP Agreement, (2)
                  that the NTP Agreement is valid and in effect as of the date
                  of this Assignment, or (3) that NTP, Inc. will consent to any
                  assignment to Buyer of any rights Seller may have in the NTP
                  Agreement.

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                  (h) Compliance with Laws. To the best of Seller's Knowledge,
         Seller is in compliance in all material respects with all applicable
         laws, regulations and administrative orders of (i) the United States,
         including without limitation the Communications Act, (ii) the FCC,
         (iii) any state, municipality, county, or other governmental
         subdivision, to which Seller or the Purchased Assets may be subject,
         except where non-compliance would not be expected to cause a Material
         Adverse Effect on Seller or the Purchased Assets. Seller has not
         received any notice, claim or complaint that it has not conducted or is
         not presently conducting its business in accordance with all applicable
         laws, rules and regulations which has not already been resolved
         favorably to the Seller, and, to the best of Seller's Knowledge, there
         is no law, rule, regulation or administrative order in effect or
         pending which would restrict the Seller from carrying on its business
         and operations in the same manner as presently conducted.

                  (i) Insurance. To the extent insurable, the Seller's Assets
         are insured by Seller under policies of fire, casualty, liability and
         other forms of insurance in such amounts and against such risks and
         losses as are, in Seller's discretion, reasonable and adequate for the
         Seller's Assets. Seller shall maintain such insurance until and
         including the First Closing Date.

                  (j) Contracts. Except as set forth on Schedule 2.02(j), to the
         best of Seller's Knowledge, Seller is not in default under any of the
         Assumed Liabilities, full and complete copies of which, including any
         and all amendments, modifications and extensions thereto, have
         previously been provided by Seller to Buyer. Except as set forth on
         Schedule 2.02(j), Seller has not received any notice of material
         noncompliance with any term or provision of any of the Assumed
         Liabilities. Seller is not aware of any condemnation or other
         proceedings or any other matter which could reasonably be expected to
         adversely affect the use of the property or properties which are the
         subject of the Assumed Liabilities.

                  (k) Taxes. Seller has filed all income, sales, and use tax
         returns required to be filed as of the date hereof with the Internal
         Revenue Service and the State of Illinois in connection with the
         Seller's Assets.

                  (l) Employees. Seller understands and acknowledges that Buyer
         may seek to retain the services of one or more of Seller's employees;
         Seller agrees that Buyer may retain one or more of such persons with no
         liability on the part of Buyer to Seller in connection therewith except
         as to any liabilities relating to vacation or sick days expressly
         assumed hereunder. Seller is not obligated under any employment
         agreement to any past employee.

                  (m) Broker's Fees. No agent, broker or other person acting
         pursuant to the express or implied authority of Seller is or may be
         entitled to a commission or finder's fee in connection with the
         transactions described in this Agreement, or is or may be entitled to
         make any claim against Seller or against Buyer as a result of any
         action by Seller, for a commission or finder's fee.

                  (n) Representations and Warranties of Subsidiary. Seller
         confirms all of representations and warranties made by Subsidiary
         herein.

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                  (o) Financial Statements. Seller has provided, or on or before
         thirty days following the First Closing will provide, to Buyer
         unaudited financial statements of Seller for Seller's last two
         completed fiscal years (ending on September 30), [including any
         required "stub period"] and any required pro-forma financial
         information.

                  (p) Accredited Investor. Seller acknowledges that it is an
         accredited investor, as such term is defined under the Securities Act,
         and has such knowledge and experience in financial, business and
         investment matters, including the telecommunications industry and
         specifically the 220-222 MHz segment of such industry, that it is
         capable of evaluating the terms and conditions, merits and risks of the
         transactions contemplated herein and the investment contemplated
         hereby, and therefore considers itself a sophisticated, accredited
         investor in connection with the investment contemplated hereby, and
         specifically with regard to its investment in the Shares, Warrants and
         Warrant Shares to be issued to it pursuant to this Agreement. To the
         best of Seller's Knowledge, based on information provided by such
         shareholder not earlier than September 30, 2003, except as listed on
         Schedule 2.02 (p), each of Seller's shareholders is an accredited
         investor, as such term is defined under the Securities Act.

                  (q) Information. Seller acknowledges its receipt and review of
         the Disclosure Documents. Seller, through its officers, directors and
         corporate and securities counsel, has had the opportunity to ask
         questions of, and to receive answers from, the officers and directors
         of Buyer concerning the Buyer, its business affairs and operations, the
         transactions contemplated by this Agreement, and the Disclosure
         Documents

                  (r) Acknowledgment of Risks. Seller understands and
         acknowledges, and by its execution hereof, confirms that, to the best
         of Seller's Knowledge, its shareholders understand and acknowledge,
         that there are significant risks to be considered in connection with
         Seller's investment in the Shares, Warrants and Warrant Shares to be
         issued to it pursuant to this Agreement, including without limitation
         the risks and factors which might effect Buyer's future operating
         results which are set forth in the Disclosure Documents.

                  (s) Investment and Related Matters. The Shares, Warrants and
         Warrant Shares to be issued to Seller pursuant to this Agreement are
         being acquired by Seller for its own account, and not for the account
         or beneficial interest of any other person or entity. The Shares,
         Warrants and Warrant Shares to be issued to Seller pursuant to this
         Agreement are not being acquired by Seller with a view to, or for
         resale in connection with, any "distribution" within the meaning of the
         Securities Act or any applicable state securities laws except as part
         of a liquidation of Seller and distribution of Seller's assets to its
         shareholders after the First Closing DATE. Seller will comply in all
         respects with applicable State of Delaware corporate laws, rules, and
         regulations and applicable federal and state securities laws in
         connection with its receipt of the Shares, Warrants, and Warrant Shares
         and any later proposed subsequent dispositions thereof, if any, and,
         upon request of the Buyer, provide evidence thereof satisfactory to
         Buyer and its counsel.

                  (t) Residence. The address of Seller is correctly set forth in
         the notice provisions set forth in this Agreement, and Seller is
         resident in the State set forth therein.

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                  (u) Restricted Securities. Seller hereby acknowledges that:

                           (1) The Shares, Warrants, and Warrant Shares have not
                  been, and will not be, registered under the Securities Act or
                  any state securities laws and, as such, must be held by Seller
                  unless and until they are subsequently so registered under the
                  Securities Act and any applicable state securities laws, or
                  unless an exemption from registration thereunder is available.
                  The Shares, Warrants and Warrant Shares constitute "restricted
                  securities," as that term is defined in Rule 144 promulgated
                  by the SEC under the Securities Act.

                           (2) Seller shall not sell, assign or transfer any or
                  all of the Shares, Warrants or Warrant Shares to be issued to
                  it pursuant to this Agreement, other than as part of a
                  liquidating distribution to its shareholders, unless such
                  transfer is registered under the Securities Act and any
                  applicable state securities laws, or unless a specific
                  exemption from registration thereunder is available. Any sale,
                  assignment or transfer of any or all of the Shares, Warrants
                  or Warrant Shares to be issued to Seller pursuant to this
                  Agreement which is made pursuant to an exemption claimed under
                  the Securities Act and any applicable state securities laws
                  will require a favorable opinion of Seller's legal counsel, in
                  form and in substance satisfactory to Buyer and its legal
                  counsel, to the effect that such sale, assignment or transfer
                  does not and will not violate the provisions of the Securities
                  Act or any applicable state securities laws or the terms of
                  this Agreement. Notwithstanding anything contained herein to
                  the contrary, and in accordance with the terms of the
                  Registration Rights Agreement, no opinion of counsel shall be
                  necessary for a transfer to: (i) a wholly owned subsidiary of
                  Sophia or (ii) to any person, corporation or other entity that
                  (A) is a shareholder of Sophia as of the date hereof; and (B)
                  meets the definition of an "accredited investor" under the
                  Securities Act at the time of the transfer.

                           (3) Buyer is not under any obligation whatsoever to
                  file any registration statement under the Securities Act or
                  any state securities laws, to register any sale, transfer or
                  assignment of any Shares, Warrants or Warrant Shares to be
                  issued to Seller pursuant to this Agreement, or to take any
                  other action necessary for the purpose of making an exemption
                  from registration available to Seller in connection with any
                  such sale, transfer or assignment, except as such obligations
                  may be created under the Registration Rights Agreement to be
                  executed and delivered at the First Closing. Stop transfer
                  instructions will be issued by Buyer with respect to the
                  Shares, Warrants, and Warrant Shares to be issued to Seller
                  pursuant to this Agreement.

                  (v) Restrictive Legend. There will be placed upon all of the
         certificates representing Shares, Warrants and Warrant Shares delivered
         to Seller and any and all certificates delivered in partial or total
         substitution therefore, a restrictive legend which will read
         substantially as follows:

                  THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES
         ACT") AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED,
         HYPOTHECATED, ENCUMBERED OR OTHERWISE DISPOSED OF UNLESS (A) THEY ARE
         COVERED BY A REGISTRATION STATEMENT OR POST-EFFECTIVE AMENDMENT

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         THERETO, EFFECTIVE UNDER THE SECURITIES ACT, OR (B) SUCH SALE,
         ASSIGNMENT, TRANSFER, CONVEYANCE, PLEDGE, HYPOTHECATION, ENCUMBRANCE OR
         OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE
         SECURITIES ACT. EXCEPT AS SET FORTH IN THE ASSET PURCHASE AGREEMENT
         ENTERED INTO AMONG THE COMPANY, SOPHIA COMMUNICATIONS, INC. AND SOPHIA
         LICENSEE, INC. DATED NOVEMBER 25, 2003 ("AGREEMENT"), ANY SALE,
         ASSIGNMENT, TRANSFER, CONVEYANCE, PLEDGE, HYPOTHECATION, ENCUMBRANCE OR
         OTHER DISPOSITION OF THESE SECURITIES WILL REQUIRE AN OPINION OF
         HOLDER'S COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY AND
         ITS COUNSEL TO THE EFFECT THAT SUCH TRANSACTION DOES NOT AND WILL NOT
         VIOLATE THE APPLICABLE PROVISIONS OF THE SECURITIES ACT OR ANY
         APPLICABLE STATE SECURITIES LAWS OR THE TERMS OF THE AGREEMENT.

                  THE SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO
         CERTAIN LOCK-UP RESTRICTIONS WITH THE COMPANY PURSUANT TO THE AGREEMENT
         AND/OR THE REGISTRATION RIGHTS AGREEMENT.

                  (w) No Misstatements or Omissions. None of the information or
         documents prepared by Seller that has been furnished, or which is to be
         furnished by Seller to Buyer or to any of Buyer's representatives, and
         no representation, warranty or covenant made in this Agreement by
         Seller or in any agreement, document or instrument contemplated hereby,
         and to the best of Seller's Knowledge, no information prepared by third
         parties that has been furnished to Buyer by Seller, is or will be false
         or misleading as to any material fact, or omits or will omit to state a
         material fact required to make any of the statements made therein not
         misleading in any material respect.

         2.03 Representations and Warranties of Subsidiary. Subsidiary hereby
makes the following representations and warranties to Buyer, as of the date of
this Agreement (unless otherwise indicated), which representations and
warranties shall continue in full force and effect from the date hereof until
and through the Final Closing Date:

                  (a) Authority. Subsidiary is a corporation, duly organized,
         validly existing and in good standing under the laws of the State of
         Delaware in which it is organized. Subsidiary has all requisite power
         and authority and the legal right to own its properties and to conduct
         its business as currently conducted, and to execute, deliver and
         perform this Agreement. Subsidiary is authorized to do business as a
         foreign corporation in every jurisdiction where Subsidiary reasonably
         believes that such authorization is required due to the nature and
         extent of the Subsidiary's business and operations in such
         jurisdiction. Subsidiary has obtained all governmental and other third
         party approvals in order to own and operate the 220 MHz Licenses and
         conduct its business as presently conducted, except where the failure
         to obtain such approvals would not have a Material Adverse Effect on
         Subsidiary or the 220 MHz Licenses, and all such approvals are in full

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         force and effect. Subsidiary's execution, delivery, and performance of
         this Agreement have been duly and validly authorized by all necessary
         action on the part of the Subsidiary, including but not limited to the
         approval of Seller, the Subsidiary's sole shareholder and holder of one
         (1) share of the Subsidiary's common stock, constituting all of the
         currently issued and outstanding voting securities of the Subsidiary.
         There are no outstanding options, warrants, commitments, agreements or
         any other rights of any character, however characterized, entitling any
         person or entity to acquire any securities in the Subsidiary. This
         Agreement has been duly executed and delivered by Subsidiary and
         constitutes the legal, valid and binding obligation of Subsidiary
         enforceable in accordance with its terms against Subsidiary except as
         may be limited by laws affecting the enforcement of creditors' rights
         or equitable principles generally.

                  (b) Assets, Liabilities and Business of Subsidiary. Except for
         the 220 MHz Licenses, Subsidiary does not own and since its inception
         has never owned any other assets, and does not have and since its
         inception has never had any liabilities, fixed, contingent or
         otherwise. Except for its interest in the 220 MHz Licenses, Subsidiary
         does not and since its inception has not transacted any business of any
         type or nature whatsoever. Subsidiary is not and since its inception
         has never been a Party to any contract, agreement, arrangement or
         understanding of any type whatsoever with any third party/parties.
         Subsidiary does not and since its inception has never had any
         employees, consultants or employee benefit plans of any type or nature
         whatsoever.

                  (c) No Restrictions Against Performance. Neither the
         execution, delivery, nor performance of this Agreement by Subsidiary,
         nor the consummation of the transactions contemplated hereby will, with
         or without the giving of notice or the passage of time, or both,
         violate any provisions of, conflict with, result in a breach of,
         constitute a default under, or result in the creation or imposition of
         any Lien or condition under, (i) any and all organizational documents
         of Subsidiary, including as applicable, Subsidiary's certificate of
         incorporation, bylaws, or shareholders' agreement; (ii) any federal,
         state or local law, statute, ordinance, regulation or rule, which is
         applicable to Subsidiary or the 220 MHz Licenses; (iii) any contract,
         indenture, instrument, agreement, mortgage, lease, right or other
         obligation or restriction to which Subsidiary is a Party or by which
         Subsidiary or the 220 MHz Licenses are or may be bound; or (iv) any
         order, judgment, writ, injunction, decree, license, franchise, permit
         or other authorization of any federal, state or local court,
         arbitration tribunal or governmental agency by which Subsidiary and/or
         the Subsidiary's Assets is or may be bound. The execution and delivery
         of this Agreement by Subsidiary and the performance by Subsidiary of
         the transactions contemplated hereby will not constitute an act of
         bankruptcy, preference, insolvency or fraudulent conveyance under any
         bankruptcy act or other law for the protection of debtors or creditors.

                  (d) Third-Party and Governmental Consents. Except as set forth
         on Schedule 2.03(d) hereto, no approval, consent, waiver, order or
         authorization of, or registration, qualification, declaration, or
         filing with, or notice to, any federal, state or local governmental
         authority or other third party is required on the part of Subsidiary in
         connection with the execution of this Agreement or the consummation of
         the transactions contemplated hereby.

                  (e) Title. Subsidiary holds legal and beneficial title to all
         of the 220 MHz Licenses. The 220 MHz Licenses are free and clear of all
         Liens, of any nature whatsoever, whether absolute, legal, equitable,

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         accrued, contingent or otherwise, including without limitation any
         rights of first refusal, except such restrictions as are imposed by the
         FCC on the 220 MHz Licenses. There are no outstanding options,
         warrants, commitments, agreements or any other rights of any character,
         however characterized, entitling any person or entity other than Buyer
         to acquire any interest in all, or any part of, the 220 MHz Licenses.

                  (f) Orders and Decrees and Related Matters. Except such
         restrictions as are imposed on licenses issued by the FCC generally for
         the use of the 220 MHz band, neither Subsidiary nor any of the 220 MHz
         Licenses is subject to any judicial or administrative order, decree,
         ordinance or restriction which would adversely affect, or impose any
         condition on, the Subsidiary, or the 220 MHz Licenses, or the
         transactions described herein.

                  (g) Litigation. There is no judicial or administrative action,
         or any suit, proceeding, investigation or inquiry pending or, to the
         best of Subsidiary's Knowledge after due inquiry, threatened against or
         relating to Subsidiary, the 220 MHz Licenses, or the transactions
         contemplated hereby, before any federal, state or local court,
         arbitration tribunal or governmental or regulatory authority which
         could, individually or in the aggregate, (i) result in the voluntary or
         involuntary transfer of any of the 220 MHz Licenses; or (ii) adversely
         affect Subsidiary, the 220 MHz Licenses, or the transactions
         contemplated hereby, and Subsidiary knows of no reasonable basis for
         any such action, suit, proceeding or any investigation or inquiry
         relating to the same.

                  (h) FCC Regulatory Compliance. The 220 MHz Licenses are in
         full force and effect. All fees due and payable to governmental
         authorities pursuant to the rules governing the 220 MHz Licenses have
         been paid, except where the failure to pay any such fees would not
         result in a Material Adverse Change. No event has occurred with respect
         to the 220 MHz Licenses which, with the giving of notice or the lapse
         of time or both, would constitute grounds for revocation of any of the
         220 MHz Licenses. The Subsidiary is in compliance in all material
         respects with the terms of the 220 MHz Licenses, as applicable, and
         there is no condition, event or occurrence existing, nor is there any
         proceeding being conducted of which the Subsidiary has received notice,
         nor, to the Knowledge of the Subsidiary, is there any proceeding
         threatened by any governmental authority or an other fact which would
         cause the termination, suspension, cancellation or non-renewal of any
         of the 220 MHz Licenses, or the imposition of any penalty or fine by
         any governmental authority. Other than obtaining the FCC's consent to
         the assignment of the 220 MHz Licenses, and a notice of the
         consummation of such assignment after the Final Closing, no
         registrations, filings, applications or notices to, transfers,
         consents, approvals, audits, qualifications, waivers or other action of
         any kind is required from the FCC in order to avoid the loss of any
         such license, or any asset, property or right pursuant to the terms
         thereof, or the violation or breach of any applicable law thereto, by
         virtue of the execution, delivery and performance of this Agreement as
         contemplated herein, except where the failure to have taken any such
         action or to have made such filing or notice would not result in a
         Material Adverse Change.

                  (i) Broker's Fees. No agent, broker or other person acting
         pursuant to the express or implied authority of Subsidiary is or may be
         entitled to a commission or finder's fee in connection with the

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         transactions described in this Agreement, or is or may be entitled to
         make any claim against Subsidiary or against Buyer as a result of any
         action by Subsidiary, for a commission or finder's fee.

                  (j) No Misstatements or Omissions. None of the information or
         documents prepared by Subsidiary that has been furnished, or which is
         to be furnished by Subsidiary to Buyer or to any of Buyer's
         representatives, and no representation, warranty or covenant made in
         this Agreement by Subsidiary or in any agreement, document or
         instrument contemplated hereby, and to the best of Subsidiary's
         Knowledge, no information prepared by third parties that has been
         furnished to Buyer by Subsidiary, is or will be false or misleading as
         to any material fact, or omits or will omit to state a material fact
         required to make any of the statements made therein not misleading in
         any material respect.

                  (k) Employees. Subsidiary has no employees. Subsidiary is not
         obligated under any employment agreement to any past employee.

         2.04 Representations and Warranties of Buyer. Buyer hereby makes the
following representations and warranties to each of Seller and Subsidiary as of
the date of this Agreement (unless otherwise indicated), which representations
and warranties shall continue in full force and effect from the date hereof
until and through the Final Closing Date:

                  (a) Authority. Buyer is a corporation, duly organized, validly
         existing and in good standing under the laws of the State of Florida in
         which it is organized. Buyer has all requisite power and authority and
         the legal right to own its properties and to conduct its business as
         currently conducted, and to execute, deliver and perform this
         Agreement. Buyer is authorized to do business as a foreign corporation
         in every jurisdiction where Buyer reasonably believes that such
         authorization is required due to the nature and extent of the Buyer's
         business and operations in such jurisdiction. Buyer has obtained all
         governmental and other third party approvals in order to conduct its
         business as presently conducted, except where the failure to obtain
         such approvals would not have a Material Adverse Effect on Buyer, and
         all such approvals are in full force and effect. Buyer's execution,
         delivery, and performance of this Agreement have been duly and validly
         authorized by all necessary action on the part of Buyer. This Agreement
         has been duly executed and delivered by Buyer and constitutes the
         legal, valid and binding obligation of Buyer enforceable in accordance
         with its terms against Buyer except as may be limited by laws affecting
         the enforcement of creditors' rights or equitable principles generally.

                  (b) No Restrictions Against Performance. Neither the
         execution, delivery, nor performance of this Agreement by Buyer, nor
         the consummation of the transactions contemplated hereby will, with or
         without the giving of notice or the passage of time, or both, violate
         any provisions of, conflict with, result in a breach of, constitute a
         default under, or result in the creation or imposition of any Lien or
         condition under, (i) any and all organizational documents of Buyer,
         including as applicable, Buyer's articles of incorporation, as amended,
         bylaws, or any shareholders' agreement in effect; (ii) any federal,
         state or local law, statute, ordinance, regulation or rule, which is
         applicable to Buyer; (iii) any contract, indenture, instrument,
         agreement, mortgage, lease, right or other obligation or restriction to
         which Buyer is a Party or by which Buyer is or may be bound; or (iv)
         any order, judgment, writ, injunction, decree, license, franchise,

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         permit or other authorization of any federal, state or local court,
         arbitration tribunal or governmental agency by which Buyer is or may be
         bound.

                  (c) Third-Party and Governmental Consents. Except as set forth
         on Schedule 2.04(c) hereto, no approval, consent, waiver, order or
         authorization of, or registration, qualification, declaration, or
         filing with, or notice to, any federal, state or local governmental
         authority or other third party is required on the part of Buyer in
         connection with the execution of this Agreement or the consummation of
         the transactions contemplated hereby.

                  (d) Orders and Decrees and Related Matters. Except such
         restrictions as are imposed on licenses issued by the FCC generally for
         the use of the 220 MHz band, neither Buyer nor any of the licenses
         issued by the FCC to the Buyer's is subject to any judicial or
         administrative order, decree, ordinance or restriction which would
         adversely affect, or impose any condition on, the Buyer or the
         transactions described herein.

                  (e) Litigation. There is no judicial or administrative action,
         or any suit, proceeding, investigation or inquiry pending or, to the
         best of Buyer's Knowledge after due inquiry, threatened against or
         relating to Buyer or the transactions contemplated hereby, before any
         federal, state or local court, arbitration tribunal or governmental or
         regulatory authority which could, individually or in the aggregate
         adversely affect Buyer or the transactions contemplated hereby, and
         Buyer knows of no reasonable basis for any such action, suit,
         proceeding or any investigation or inquiry relating to the same.

                  (f) Compliance with Laws. Buyer is in compliance in all
         material respects with all applicable laws, regulations and
         administrative orders of (i) the United States, including without
         limitation, the Securities Act and the Exchange Act, and the
         Communications Act and the FCC Rules; (ii) the FCC; (iii) the SEC; (iv)
         any State; and (v) any municipality, county, or subdivision to which
         Buyer, or any of its property is or may be subject, except where
         non-compliance would not be expected to cause a Material Adverse Effect
         on Buyer. Buyer has not received any notice, claim or complaint that it
         has not conducted or is not presently conducting its business in
         accordance with all applicable laws, rules and regulations, and, to the
         best of Buyer's Knowledge, there is no law, rule, regulation or
         administrative order in effect or pending which would restrict the
         Buyer from carrying on its business and operations in the same manner
         as presently conducted.

                  (g) Securities to be Issued to Seller. Upon their issuance and
         delivery by Buyer to Seller pursuant to this Agreement, the Shares,
         Warrants and Warrant Shares will be duly issued, fully paid and
         nonassessable.

                  (h) Broker's Fees. No agent, broker or other person acting
         pursuant to the express or implied authority of Buyer is or may be
         entitled to a commission or finder's fee in connection with the
         transactions described herein, or is or may be entitled to make any
         claim against Seller, Subsidiary or against Buyer as a result of any
         actions by Buyer, for a commission or finder's fee.

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                  (i) FCC Matters. Buyer and Buyer Sub each satisfies the
         criteria for obtaining and holding licenses issued by the FCC as a
         "very small business" as set forth in Section 1.2111 of the FCC Rules
         and to Buyer's Knowledge, the FCC has no basis for assessing any unjust
         enrichment penalties against the Seller or Subsidiary by reason of the
         assignment of the 220 MHz Licenses to the Buyer.

                  (j) Financing. The Buyer's obligations under this Agreement
         are not subject to any financing contingency and the Buyer has
         sufficient funds available or committed to pay the cash amount due at
         the First Closing Date and to pay timely and in full the obligations
         due under the $400,000.00 Promissory Note. Buyer intends to meet its
         obligations under the $2,900,000.00 Promissory Note from the results of
         future operations and/or future borrowings or the issuance of new
         equity, but the exact method of funding has not yet been determined.

                  (k) Due Diligence Required.

                  BUYER ACKNOWLEDGES THAT BUYER IS BEING GIVEN THE OPPORTUNITY
         TO CONDUCT AN INDEPENDENT INSPECTION AND INVESTIGATION OF THE PHYSICAL
         CONDITION OF THE PURCHASED ASSETS, AND ALL OF THE INTELLECTUAL PROPERTY
         ASSOCIATED THEREWITH, AND ALL SUCH OTHER MATTERS RELATING TO OR
         AFFECTING THE PURCHASED ASSETS AS BUYER MAY DEEM NECESSARY OR
         APPROPRIATE AND THAT IN PROCEEDING WITH THE CONSUMMATION OF THE
         ACQUISITION OF THE PURCHASED ASSETS, EXCEPT FOR ANY REPRESENTATIONS AND
         WARRANTIES EXPRESSLY SET FORTH HEREIN, BUYER IS DOING SO BASED SOLELY
         UPON SUCH INDEPENDENT INSPECTIONS AND INVESTIGATIONS AND ACCORDINGLY,
         BUYER WILL ACCEPT THE PURCHASED ASSETS AT THE APPLICABLE CLOSING "AS
         IS," "WHERE IS," AND "WITH ALL FAULTS,", INCLUDING ANY INFRINGEMENT OF
         ANY PATENT, SOFTWARE, TRADEMARK, TRADENAME OR OTHER INTELLECTUAL
         PROPERTY RIGHTS OF ANY OTHER PARTY EMBEDDED IN THE PURCHASED ASSETS AS
         OF THE DATE OF SALE.

                  (l) Financial Statements; Accounting Controls. Each of the
         consolidated financial statements (including, in each case, any related
         notes thereto) included in the Disclosure Documents (the "Buyer
         Financial Statements") was prepared in accordance with U.S. generally
         accepted accounting principles ("GAAP") applied on a consistent basis
         throughout the periods involved and each fairly presented the
         consolidated financial position of Buyer as of the respective dates
         thereof and the consolidated results of its operations and cash flows
         for the periods indicated, except that the unaudited interim financial
         statements were or are subject to normal and recurring year-end
         adjustments which were not or are not expected to be material in
         amount. Buyer's revenue recognition policies with respect to the Buyer
         Financial Statements have been made in accordance with GAAP. Buyer
         maintains a standard system of accounting in accordance with GAAP. All
         of Buyer's general ledgers, books and records are located at Buyer's
         principal place of business. Buyer's financial reserves are adequate to
         cover claims incurred. The Company maintains a system of accounting
         controls sufficient to provide reasonable assurances that (i)
         transactions are executed in accordance with management's general or
         specific authorization, (ii) transactions are recorded as necessary to

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         permit preparation of financial statements in conformity with generally
         accepted accounting principles and to maintain accountability for
         assets, (iii) access to assets is permitted only in accordance with
         management's general or specific authorization, and (iv) the recorded
         accountability for assets is compared with existing assets at
         reasonable intervals and appropriate action is taken with respect to
         any differences.

                  (m) SEC Filings. Buyer has filed all forms, reports and
         documents required to be filed with the SEC since October 1, 2001 and
         has made available to Seller, in the form filed with the SEC, each of
         the Disclosure Documents. As of their respective dates, the Disclosure
         Documents (i) were prepared in accordance with the requirements of the
         Securities Act or, Exchange Act as the case may be, and the rules and
         regulations of the SEC thereunder applicable to such Disclosure
         Documents, and (ii) did not at the time they were filed (or if amended
         or superseded by a filing prior to the date of this Agreement, then on
         the date of such filing) contain any untrue statement of a material
         fact or omit to state a material fact required to be stated therein or
         necessary in order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading. None of
         Buyer's subsidiaries is required to file any forms, reports or other
         documents with the SEC. There are no material contracts or other
         documents that would be required to be described in a prospectus
         included in a registration statement on Form SB-1 under the Securities
         Act or the rules and regulations of the Commission thereunder.

                  (n) Capitalization. The authorized capital stock of Buyer
         consists, or will consist immediately prior to the Closing, of
         200,000,0000 shares of Common Stock, $.0001 par value per Share of
         which 15,764,750 shares are issued and outstanding as of November 14,
         2003. All such shares have been duly authorized, and all such issued
         and outstanding shares have been validly issued (including, without
         limitation, issued in compliance with applicable federal and state
         securities laws), are fully paid and nonassessable and are free of any
         liens or encumbrances other than any liens or encumbrances created by
         or imposed thereon by the holders thereof. The Buyer is not currently
         authorized and has not issued any shares of preferred stock as of the
         date hereof.

                  (o) Options/Warrants As of the date hereof, Buyer has reserved
         2,000,000 shares of Common Stock for issuance pursuant to Buyer's Stock
         Option/Stock Issuance Plan (the "Stock Option Plan"), under which no
         options are outstanding for shares. Buyer has reserved 8,241,000 shares
         of Common Stock for issuance upon exercise of outstanding warrants.
         Other than as set forth herein, Buyer has not issued any other
         convertible securities to any person including convertible notes. All
         shares of Common Stock subject to issuance as aforesaid, upon issuance
         on the terms and conditions specified in the instruments pursuant to
         which they are issuable, shall be duly authorized, validly issued,
         fully paid and nonassessable.

                  (p) Except as set forth in the Form 10KSB/A filed by Buyer on
         October 3, 2003 and Form 10-QSB filed by Buyer on November 19, 2003,
         since October 1, 2003 there have been no amendments of any Buyer stock
         options, warrants or convertible notes and no changes in the capital
         structure of Buyer other than issuances of Common Stock and/or warrants
         issued as a result of private placements initiated by the Buyer prior
         to October 31, 2003.

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                  (q) Absence Of Certain Changes And Events. Except as set forth
         in Schedule 2.04(q), or as otherwise disclosed in the Disclosure
         Documents, since June 30, 2003, there has not been:

                           (i) Any Material Adverse Change in the financial
                  condition, results of operation, assets, liabilities, business
                  or prospects of Buyer or any occurrence, circumstance or
                  combination thereof which reasonably could be expected to
                  result in any such Material Adverse Change;

                           (ii) Any material transaction relating to or
                  involving Buyer (other than the transactions contemplated
                  herein) which was entered into or carried out by Buyer other
                  than in the ordinary and usual course of business;

                           (iii) Any adverse relationships or conditions with
                  vendors or customers that may have a Material Adverse Effect
                  on Buyer; and

                           (iv) Any other event or condition of any character
                  that has resulted in a Material Adverse Effect, or may
                  reasonably be expected to have a Material Adverse Effect, upon
                  Buyer.

                  (r) Compliance with Laws. Except as otherwise set forth in
         Schedule 2.04(r), or as otherwise disclosed in the Disclosure
         Documents, Buyer has complied and is in compliance in all material
         respects with all applicable foreign, federal, state, and local laws,
         statutes, licensing requirements, rules, and regulations, and judicial
         or administrative decisions where the failure to comply could have a
         Material Adverse Effect on Buyer. There is no order issued,
         investigation, or proceeding pending or notice served on Buyer or, to
         Buyer's Knowledge, threatened, with respect to any violation of any
         law, ordinance, order, writ, decree, rule, or regulation issued by any
         federal, state, local, or foreign court or governmental agency or
         instrumentality.

                  (s) Undisclosed Relationships. Except as disclosed in the Form
         10KSB/A filed on October 3, 2003, no relationship, direct or indirect,
         exists between or among the Buyer on the one hand, and the directors,
         officers, shareholders, customers or suppliers of the Buyer on the
         other hand.

                  (t) Taxes. Each of the Buyer has filed all necessary federal,
         state and foreign income and franchise tax returns and has paid all
         taxes required to be paid by any of them as reflected on such returns,
         and, if due and payable, any related or similar assessment, fine or
         penalty levied against any of them, except where failure to pay would
         not result in a Material Adverse Change. The Buyer has made adequate
         charges, accruals and reserves, if any, in respect of all federal,
         state and foreign income and franchise taxes for all periods as to
         which the tax liability of the Buyer or any of its consolidated
         subsidiaries has not been finally determined, except as would not
         result in a Material Adverse Change

                  (u) Insurance. The Buyer is insured by recognized, financially
         sound institutions with policies in such amounts and with such
         deductibles and covering such risks as are generally deemed adequate

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         and customary for its businesses including, but not limited to,
         policies covering real and personal property owned or leased by the
         Buyer against theft, damage, destruction, and acts of vandalism.

                  (v) Employment Law and ERISA. To its Knowledge, the Buyer has
         not violated any safety or similar law applicable to its business, nor
         any federal or state law relating to discrimination in the hiring,
         promotion or pay of employees nor any applicable federal or state wages
         and hours laws, except for violations that, individually or in the
         aggregate, would not result in a Material Adverse Change. The Buyer is
         in compliance in all material respects with all presently applicable
         provisions of ERISA. No "reportable event" (as defined in ERISA) has
         occurred with respect to any "pension plan" (as defined in ERISA). The
         Buyer has not incurred and does not expect to incur liability under (i)
         Title IV of ERISA with respect to termination of, or withdrawal from,
         any "pension plan" or (ii) Sections 412 or 4971 of the Code. Each
         "pension plan" for which the Buyer would have any liability that is
         intended to be qualified under Section 401(a) of the Code is so
         qualified in all material respects and to the Knowledge of the Buyer,
         nothing has occurred, whether by action or by failure to act, which
         would cause the loss of such qualification.

                  (w) FCC Regulatory Compliance. All licenses and authorizations
         issued by the FCC and state authorities governing telecommunications
         matters applicable to and required for the operation of the business of
         the Buyer are in full force and effect. All fees due and payable to
         governmental authorities pursuant to the rules governing those licenses
         have been paid, except where the failure to pay any such fees would not
         result in a Material Adverse Change. No event has occurred with respect
         to those licenses held by the Buyer which, with the giving of notice or
         the lapse of time or both, would constitute grounds for revocation of
         any licenses. To Buyer's Knowledge, the Buyer is in compliance in all
         material respects with the terms of its FCC licenses, as applicable,
         and there is no condition, event or occurrence existing, nor is there
         any proceeding being conducted of which the Buyer has received notice,
         nor, to the Knowledge of the Buyer, is there any proceeding threatened
         by any governmental authority which would cause the termination,
         suspension, cancellation or non-renewal of any of its FCC licenses, or
         the imposition of any penalty or fine (that is material to the Buyer
         taken as a whole) by any governmental authority. No registrations,
         filings, applications or notices to, transfers, consents, approvals,
         audits, qualifications, waivers or other action of any kind is required
         from the FCC or any state authorities governing the telecommunications
         activities operated by the Buyer in order to avoid the loss of any such
         license, or any asset, property or right pursuant to the terms thereof,
         or the violation or breach of any applicable law thereto, by virtue of
         the execution, delivery and performance of this Agreement as
         contemplated herein, except where the failure to have taken any such
         action or to have made such filing or notice would not result in a
         Material Adverse Change.

                  (x) Complete Disclosure. No representation or warranty made by
         Buyer in this Agreement, nor any financial statements prepared and
         furnished or to be prepared and furnished by Buyer or its
         representatives to Seller pursuant hereto or in connection with the
         transactions contemplated hereby, contains or will contain any untrue
         statement of a material fact, or omits or will omit to state a material
         fact necessary to make the statements or facts contained herein or
         therein not misleading.

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                                  ARTICLE III

                                   COVENANTS

         3.01 Seller's and Subsidiary's Covenants. Seller and the Subsidiary
hereby jointly and severally covenant and agree that:

                  (a) Conduct of Business. From the date hereof until the First
         Closing, Seller shall, and from the date hereof until the Final
         Closing, Subsidiary shall:

                           (i) maintain and preserve the Seller's Assets and the
                  220 MHz Licenses and conduct the business of the Seller and
                  the Subsidiary in a reasonable and prudent manner, in the
                  ordinary and usual course, and consistent with its past
                  business practice and maintaining insurance coverage for the
                  full replacement value of the Seller's Assets (to the extent
                  insurable);

                           (ii) use commercially reasonable efforts to secure
                  assignments to Buyer of all agreements identified on Schedule
                  1.01, including all required consents to such assignments;

                           (iii) to the extent any employment laws apply to the
                  transactions described herein, cooperate in good faith with
                  Buyer in complying with all such laws.

                           (iv) to the extent Buyer may require audited
                  financial statements for such periods in order to meet any
                  requirements of the Securities Act, the Exchange Act or the
                  rules and regulations of the SEC, Seller will cooperate with
                  Buyer in obtaining such audited financial statements, at
                  Buyer's sole cost and expense.

                  (b) Negative Covenants. From the date hereof until the First
         Closing, Seller shall not, and from the date hereof until the Final
         Closing, Subsidiary shall not, without the Buyer's written consent,

                           (i) modify any of the leases or other agreements
                  listed on Schedule 1.01(a) hereto, except as may be approved
                  by Buyer in its reasonable discretion in advance and in
                  writing, or take any action which would constitute a material
                  breach of the terms of any such lease or other agreement in
                  any material respect;

                           (ii) except in the ordinary course of Seller's
                  business, sell, transfer, dispose of, or create or suffer any
                  Lien on any of the Seller's Assets, except for the Fidelity
                  Lien;

                           (iii) sell, exchange, or otherwise dispose of, enter
                  into any agreement to sell, exchange or other dispose of,
                  mortgage, pledge or otherwise encumber, or grant any option or
                  other right with respect to, the FCC Licenses.

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                           (iv) take any other action which would have a
                  Material Adverse Effect on Seller or Subsidiary or any of the
                  Purchased Assets, including, without limitation, the value or
                  condition thereof;

                           (v) enter into any lease or other agreement,
                  arrangement or understanding with respect to the Purchased
                  Assets which is not necessary in the ordinary course of
                  Seller's or Subsidiary's business other than the leases and
                  agreements already entered into.

                  (c) Access and Information. To the extent Buyer reasonably
         deems necessary for purposes of this Agreement and the transactions
         described herein, Seller and Subsidiary shall permit Buyer, its
         counsel, accountants and other representatives to have full access,
         throughout the period prior to the First Closing, and during Seller's
         normal business hours, to Seller, specifically including without
         limitation, the equipment, properties, and books and records of Seller
         relating to the Seller's Assets and the operations of Seller's
         business, the books and records of Subsidiary relating to the 220 MHz
         Licenses, and will cause to be furnished to Buyer and its
         representatives during such period all information concerning the
         Seller's Assets as Buyer or its representatives may reasonably request,
         including without limitation all equipment manuals and maintenance
         records associated with the Seller's Assets. All books and records of
         Seller and Subsidiary provided to the Buyer by the Seller for review,
         including all copies thereof, are all true, correct and complete in all
         material respects, and fairly reflect a true record of each of Seller
         and Subsidiary and their respective business and operations, including
         but not limited to the Purchased Assets through the date hereof.

                  (d) No Shop. Seller agrees that, from the date hereof until
         Final Closing or termination of this Agreement pursuant to Article VII
         hereof, neither it nor any of its agents will take any action, directly
         or indirectly, to solicit indications of interest in, or offers for,
         the sale of any of the Purchased Assets, from anyone other than Buyer.
         Seller agrees promptly to inform Buyer of any offers or solicitations
         to purchase any of the Purchase Assets, including the terms thereof,
         made by any third party.

                  (e) Confidentiality. The Parties hereto are bound by the terms
         of the Reciprocal Non-Disclosure Agreement, dated April 1, 2003 (the
         "NDA"). Whether or not the transactions described herein are
         consummated, to the extent not inconsistent with the terms of the NDA,
         Seller agrees to use its best efforts to keep the existence and terms
         of this Agreement confidential, including but not limited to the nature
         and amount of the consideration, and any and all information with
         respect to the Buyer; provided, however, that each Party may disclose
         such information to its lawyers, accountants, and other
         representatives. Notwithstanding the foregoing, Seller may disclose
         this Agreement or any part hereof to the FCC or any third party if
         required to do so by law or contractual obligation; however, in such
         case, Seller shall, prior to such disclosure, (x) notify Buyer as to
         the identity of the Party to whom Seller intends to make the
         disclosure, and (y) redact all references to Buyer in the Agreement.

                  (f) Agreement to Pay Creditors. Seller agrees to use the
         $300,000.00 cash portion of the Purchase Price (provided in Section
         1.04(a)) to pay all of the debts and obligations of the Seller that are
         due and payable as of the First Closing Date and/or otherwise.

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                  (g) Consolidated Tax Return. For the tax year 2003, Seller and
         Subsidiary agree to file consolidated Federal and state income tax
         returns.

                  (h) Subsidiary's Covenants. Seller agrees to cause Subsidiary
         to fully and timely comply with Subsidiary's covenants made herein.

                  (i) Further Assurances. Seller and Subsidiary agree, without
         further consideration, to execute and deliver such other instruments of
         transfer and take such other action as Buyer may reasonably request in
         order to put Buyer in possession of, and to vest in Buyer, good, valid,
         and unencumbered title to the Purchased Assets in accordance with this
         Agreement and to consummate the transactions contemplated hereby.

         3.02 Covenants of Buyer.

                  (a) Buyer agrees to use its best efforts to timely satisfy the
         construction obligations imposed by Sections 90.767(a)(1) and
         90.769(a)(1) of the FCC Rules as they apply to each of the 220 MHz
         Licenses, including any extensions relating thereto (the "Buildout
         Requirements"). On or before the Final Closing Date and not less than
         once each calendar month thereafter Buyer shall prepare and deliver to
         Seller a report (along with verifiable documentation) (the "Buildout
         Report") demonstrating Buyer's efforts to date in attempting timely to
         satisfy the Buildout Requirements for each of the 220 MHz Licenses. The
         Buildout Report shall be prepared in the form and substance reasonably
         satisfactory to the Seller. Upon achieving full construction and filing
         with the FCC as to all of the 220 MHz Licenses, Buyer shall certify
         such full compliance in writing to the Seller.

                  (b) Access and Information. To the extent Seller reasonably
         deems necessary for purposes of this Agreement and the transactions
         described herein, Buyer shall permit Seller, its counsel, accountants
         and other representatives to have full access, throughout the period
         prior to the First Closing, and during Buyer's normal business hours,
         to Buyer's books and records relating to the operations of Buyer's
         business. All books and records of Buyer provided to the Seller for
         review, including all copies thereof, are all true, correct and
         complete in all material respects, and fairly reflect a true record of
         Buyer and its business and operations.

                  (c) Seller's Employees. As of November 1, 2003 Buyer has
         offered to employ certain of Seller's employees, and Buyer has agreed
         to and shall (i) assume all obligations to any of Seller's employees
         who is employed by the Buyer prior to the Final Closing for any accrued
         vacation or sick leave for which such employees have become eligible
         during his or her employment with Seller with the exception of Tom
         Houck and Mark Baker, and (ii) offer each such employee a plan for
         employee health insurance benefits on the same terms and conditions as
         may be offered from time to time by Buyer, in its sole and absolute
         discretion, and subject to change, to Buyer's employees (which health
         insurance benefits and the terms and conditions thereof, it is
         acknowledged by Seller, may be materially different that what was being
         offered by Seller to its employees), and (iii) any such person will
         also be eligible to participate in other benefits, if any, on the same
         terms and conditions as which Buyer may, from time to time, in its sole

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         discretion offer to Buyer's employees, all of which benefits, including
         health insurance benefits, and the terms and conditions thereof, being
         subject to change in Buyer's sole and absolute discretion.

                  (d) Distribution of Shares on Liquidation of Seller. Buyer
         hereby acknowledges that Seller may liquidate and distribute the
         Shares, the Warrant and/or the Warrant Shares to its shareholders as
         soon as it is legally able to do so. Buyer covenants and agrees to
         cooperate fully with Seller in taking such actions, including the
         issuance of new certificates for the Shares, the division of the rights
         represented by the Warrant into multiple warrants, and the registration
         of such certificates on its books, as Seller may reasonably request in
         order to accommodate such liquidation, subject to the terms and
         conditions of Section 2.02(u)(2).

         3.03 Covenants of All Parties. All of the Parties hereto covenant and
agree that:

                  (a) Assignment Application. Promptly following the execution
         of this Agreement, if not previously filed, the Parties hereto agree to
         promptly prepare and file with the FCC their respective portions of an
         application (the "Assignment Application") seeking the consent of the
         FCC to transfer the 220 MHz Licenses and the ownership thereof from
         Subsidiary Buyer Sub. Buyer shall be responsible for paying any and all
         filing fees associated with the Assignment Application. The Parties
         agree to cooperate in the prosecution of the Assignment Application,
         including to the extent commercially reasonable, opposing any petitions
         or other filings that challenge the qualifications of either Party to
         the transaction to hold any FCC licenses. Each Party shall notify the
         other in the event it receives or desires to make any communication
         from or to the FCC concerning the Assignment Application.

                  (b) Disclosure to Parties. If any of the Parties should become
         aware, prior to the Final Closing, that any of its representations,
         warranties or covenants is inaccurate or incapable of being performed,
         such Party shall promptly give written notice of such inaccuracy or
         incapability to the other Party; provided, however, that nothing
         contained in this Section 3.03(b) shall relieve the Party bound by such
         representation, warranty or covenant from complying with such
         representation, warranty, or covenant.

                  (c) No Hindrance. Each of the Parties hereto will take all
         commercially reasonable actions necessary to satisfy the conditions to
         closing set forth in Article IV, and no Party shall take any action
         than can reasonably be expected to hinder to prevent the consummation
         of the transactions contemplated herein.

                  (d) Disclosure of Agreement by Buyer. Seller and Subsidiary
         acknowledge and agree that following the Final Closing, Buyer will
         publicly disclose the existence of this Agreement and its terms and
         conditions, and will file a copy of same with the Commission pursuant
         to its reporting obligations under the Securities Exchange Act of 1934.

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                                   ARTICLE IV

                               CLOSING CONDITIONS

         4.01 Conditions to Obligations of Buyer.

                  (a) First Closing. This Agreement and the obligations of Buyer
         to perform hereunder shall be subject to the satisfaction by each of
         Seller and Subsidiary, or waiver in writing by Buyer, of the following
         conditions at or prior to the First Closing:

                           (i) Corporate Authorization. Seller and Subsidiary
                  shall have each delivered to Buyer certified copies of the
                  resolution(s) of their respective Board of Directors
                  authorizing the execution, delivery and performance of this
                  Agreement by Seller and Subsidiary, respectively.

                           (ii) Representations, Warranties, Covenants and
                  Obligations. All representations and warranties of Seller and
                  Subsidiary contained in this Agreement shall, except as
                  expressly provided herein, be true and correct in all material
                  respects as of the date hereof and until and through (i) the
                  First Closing Date for the Seller; and (ii) the Final Closing
                  Date for the Subsidiary. Seller and Subsidiary shall have each
                  performed and complied in all material respects with all of
                  their respective covenants and obligations under this
                  Agreement.

                           (iii) Third-Party Consents. Seller and Subsidiary
                  shall have each obtained and delivered to Buyer all necessary
                  consents and approvals of third parties or governmental
                  authorities to permit Buyer to acquire the Purchased Assets
                  without the addition of any condition which would have a
                  Material Adverse Effect on any of the Purchased Assets.

                           (iv) No Material Adverse Change. There shall not have
                  been any Material Adverse Change in any of the Purchased
                  Assets since the date of this Agreement.

                           (v) Deliveries. Seller and Subsidiary shall have each
                  delivered to Buyer each of the documents and other items
                  specified in Section 5.01 hereof for delivery at the First
                  Closing.

                           (vi) Liens and Indebtedness. All Liens and
                  indebtedness with respect to the Purchased Assets, except for
                  the Fidelity Lien, shall have been released to Buyer's
                  satisfaction.

                  (b) Notwithstanding the foregoing, the Buyer shall not be
         obligated to purchase the 220 MHz Licenses or otherwise to perform any
         obligations accruing after the First Closing unless the FCC shall have
         granted its consent to the assignment of the 220 MHz Licenses from
         Subsidiary to Buyer Sub without the addition of any condition which
         would have a Material Adverse Effect on the 220 MHz Licenses, and such
         grant shall have become a Final Order; provided, however, that if no

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         petition to deny the FCC Application has been timely filed, and the
         FCC's consent to such assignment without the addition of any condition
         which would have a Material Adverse Effect on the 220 MHz Licenses is
         granted on or before December 29, 2003, Buyer shall waive the
         requirement that the FCC's action become a Final Order, and in such
         event, the Final Closing shall occur on the earlier of (a) five
         business days after all other conditions to closing have been met or
         waived, or (b) December 30, 2003.

         4.02 Conditions to Obligations of Seller and Subsidiary.

                  (a) This Agreement and the obligations of Seller and
         Subsidiary to perform hereunder shall be subject to the satisfaction by
         Buyer, or waiver in writing by Seller and Subsidiary, of the following
         conditions at or prior to the First Closing:

                           (i) Representations, Warranties, Covenants and
                  Obligations. All representations and warranties of Buyer
                  contained in this Agreement shall, except as expressly
                  provided herein, be true and correct as of the date hereof,
                  and until and through the Final Closing Date. Buyer shall have
                  performed and complied with all of its covenants and
                  obligations under this Agreement.

                           (ii) Deliveries. Buyer shall have delivered to Seller
                  or Subsidiary, as the case may be, each of the documents
                  specified in Section 5.02 hereof.

                           (iii) No Material Adverse Change. There shall not
                  have been any Material Adverse Change in the operations,
                  assets or financial condition of the Buyer.

                  (b) Notwithstanding the foregoing, the Subsidiary shall not be
         obligated to sell the 220 MHz Licenses or otherwise to perform any
         obligations accruing after the First Closing unless the FCC shall have
         granted its consent to the assignment of the 220 MHz Licenses from
         Subsidiary to Buyer Sub.

                                   ARTICLE V

                                   DELIVERIES

         The following deliveries shall be made by the respective Parties at the
applicable Closing:

         5.01 Seller's and Subsidiary's Deliveries. Each of Seller and
Subsidiary shall deliver or cause to be delivered to Buyer each of the following
items at or prior to the First Closing, unless otherwise specified below:

                  (a) all of the Purchased Assets identified on Schedule 1.01(a)
         hereof, provided, however, that if the FCC has not consented to the
         assignment of the 220 MHz Licenses from Subsidiary to a wholly-owned
         subsidiary of Buyer by the First Closing Date, then the 220 MHz
         Licenses shall not be delivered until the Final Closing;

                  (b) one or more bills of sale conveying to Buyer all of the
         Purchased Assets to be acquired hereunder, free and clear of any and
         all Liens of any nature, except for the Fidelity Lien;

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                  (c) evidence satisfactory to Buyer of the assignment of all
         leases and other agreements identified on Schedule 1.01(a) hereto

                  (d) the certified resolutions described in Section 4.01(a)
         hereof; and

                  (e) copies of all equipment manuals and material maintenance
         records associated with the Purchased Assets that are in the possession
         of the Seller at the First Closing; and

                  (f) such other documents, assignments, bills of sale,
         instruments of conveyance, and certificates of officers as reasonably
         may be required by Buyer to consummate this Agreement and the
         transactions contemplated herein.

         5.02 Buyer's Delivery. Buyer shall deliver to Seller at the First
Closing:

                  (a) the Purchase Price as provided in Section 1.04 hereof,
         provided, however, that if the FCC has not consented to the assignment
         of the 220 MHz Licenses from Subsidiary to Buyer Sub by the First
         Closing Date:

                           (i) the Shares and Warrant shall not be delivered at
                  the First Closing to the Seller but shall instead be deposited
                  in an escrow account with counsel for the Buyer ("Buyer's
                  Counsel") pursuant to an escrow agreement, substantially in
                  the form attached hereto as Exhibit E by and between the
                  Seller, Buyer and Buyer's Counsel (the "Escrow Agreement") to
                  be executed by all of such Parties thereto at the First
                  Closing. The Shares and Warrant shall only be delivered by
                  Buyer's Counsel to the Seller, if and when Buyer's Counsel is
                  advised in writing in accordance with the forms of instruction
                  attached to the Escrow Agreement to release and deliver the
                  Shares and Warrant. Notwithstanding the delivery of the Shares
                  and the Warrant to the Seller or to Buyer's counsel as escrow
                  agent, as the case may be, at the First Closing, Seller shall
                  not have any voting or transfer rights pertaining to the
                  Shares, Warrants, or Warrant Shares until such time as a Final
                  Closing has occurred.

                           (ii) Subsidiary and Buyer Sub shall enter into a
                  management agreement, substantially in the form attached
                  hereto as Exhibit F relating to the 220 MHz Licenses, which
                  management agreement shall provide for the management of the
                  Subsidiary's operations by the Buyer and provide for its
                  expiration upon the Final Closing.

                  (b) a security and pledge agreement, substantially in the form
         attached hereto as Exhibit G to be entered into by the Seller and Buyer
         (the "Security and Pledge Agreement") at the First Closing and
         providing the Seller with a first in priority security interest in all
         of the issued and outstanding shares of such wholly-owned subsidiary of
         Buyer in order to secure the Buyer's obligations under the
         $2,900,000.00 Promissory Note and the $400,000.00 Promissory Note;

                  (c) a non-exclusive, non-cancellable (provided neither Seller
         nor Subsidiary is in default hereunder) license agreement,
         substantially in the form attached hereto as Exhibit H, to be entered
         into by the Seller and Buyer (the "License Agreement") at the First
         Closing providing the Seller the right to use the technology comprising
         a portion of the Purchased Assets being transferred to the Buyer solely

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         in the Seller's operations in Mexico, Central America and Latin
         America, subject to further expanded use if and upon the happening of
         certain events as set forth therein;

                  (d) a Registration Rights Agreement substantially in the form
         attached hereto as Exhibit D; and

                  (e) the Buildout Report provided in Section 3.02(a).

         5.03 Deliveries at the Final Closing.

         At the Final Closing, Subsidiary shall deliver to the wholly owned
subsidiary of Buyer one or more bills of sale conveying to Buyer all of the
Subsidiary's rights in the 220 MHz Licenses.

                                   ARTICLE VI

                                INDEMNIFICATION

         6.01 Indemnification by Seller. Seller agrees to defend, indemnify and
hold Buyer, any subsidiary or affiliate thereof, and its/their respective
successors, officers, directors, controlling persons, employees, consultants and
agents (collectively, the "Indemnified Buyer Group") harmless from and against
any and all Losses payable resulting from, arising out of, or incurred as a
result of: (a) the falsity of any representation, warranty or covenant made by
Seller herein or in accordance herewith; (b) the breach of any representation,
warranty, covenant, agreement or obligation made by Seller herein or in
accordance herewith; (c) any and all claims, liabilities and obligations of any
nature whatsoever arising out of the business and operation of the Seller and/or
the Subsidiary prior to the First Closing Date; or (d) any claim, action and/or
proceeding threatened and/or brought by any non-voting and/or non-consenting
and/or dissenting shareholder of Seller against any of the Indemnified Buyer
Group relating to or arising out any of the transactions contemplated hereby;
provided, however, that any Losses incurred by the Indemnified Buyer group that
arise from the Transferred Technology shall only be indemnified as provided in
Section 6.07 of this Agreement.

         6.02 Indemnification by Subsidiary. Subsidiary agrees to defend,
indemnify and hold the Indemnified Buyer Group harmless from and against any and
all Losses payable to or for the benefit of, or asserted by, any Party,
resulting from, arising out of, or incurred as a result of (a) the falsity of
any representation, warranty or covenant made by Subsidiary herein or in
accordance herewith, (b) the breach of any representation, warranty, covenant,
agreement or obligation made by Subsidiary herein or in accordance herewith, or
(c) any and all claims, liabilities and obligations of any nature whatsoever
relating to the business and operation of the Subsidiary prior to the Final
Closing Date; provided, however, that any Losses incurred by the Indemnified
Buyer group that arise from the Transferred Technology shall only be indemnified
as provided in Section 6.07 of this Agreement.

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         6.03 Indemnification by Buyer. Buyer agrees to defend, indemnify and
hold each of Seller and Subsidiary, any subsidiary or affiliate thereof, and its
respective successors, officers, directors and controlling persons, employees,
consultants and agents, harmless from and against any and all Losses payable to
or for the benefit of, or asserted by, any Party, resulting from, arising out
of, or incurred as a result of (a) the falsity of any representation, warranty
or covenant made by Buyer herein or in accordance herewith, or (b) the breach of
any representation, warranty, covenant, agreement or obligation made by Buyer
herein or in accordance herewith; or (c) any and all claims, liabilities and
obligations of any nature whatsoever arising out of the business and operation
of the Buyer after the First Closing Date, including those arising out of
Buyer's use or operation of the Seller's Assets on or after November 1, 2003.

         6.04 Survival of Representations, Warranties, Covenants, Agreements and
Indemnity Provisions. The representations, warranties, covenants, agreements and
indemnity provisions herein made by each of the Seller and Subsidiary, on the
one hand, and Buyer, on the other hand, shall survive the First Closing and
shall be fully enforceable at law or in equity against such other Party and its
permitted successors and assigns by the other Party and its permitted successors
and assigns through and including one year after the First Closing, except that
representations and warranties relating to the 220 MHz Licenses shall survive
until the date which is six months after the Final Closing. Any investigation at
any time made by or on behalf of (or any disclosure to) any Party hereto shall
not diminish in any respect whatsoever its right to rely on the representations,
warranties covenants and agreements of the other Party/Parties hereto.

         6.05 Notice of Claims. Buyer, Seller and Subsidiary each agree to give
prompt written notice to the other of any claim against the Party giving notice
which might give rise to a claim by it against the other Party/Parties hereto
based upon the indemnity provisions contained herein, stating the nature and
basis of the claim and the actual or estimated amount thereof. In the event that
any action, suit or proceeding is brought against Seller, Subsidiary or any
member of the Indemnified Buyer Group with respect to which any Party/Parties
hereto may have liability under the indemnification provisions contained herein,
the indemnifying Party/Parties shall have the right, at its sole cost and
expense, to defend such action in the name or on behalf of the indemnified
Party/Parties and, in connection with any such action, suit or proceeding, the
Parties hereto agree to render to each other such assistance as may reasonably
be required in order to ensure the proper and adequate defense of any such
action, suit or proceeding. None of the Parties hereto shall make any settlement
of any claim which might give rise to liability of the other Party/Parties under
the indemnification provisions contained herein without the written consent of
such other Party/Parties, which consent such other Party/Parties covenants shall
not be unreasonably withheld.

         6.06 Limitation of Liability. Notwithstanding anything herein to the
contrary, Seller's liability under this Article VI shall be limited to Fifteen
Million Four Hundred Thousand Dollars ($15,400,000), which payment may be made,
at Seller's option, by the return of all or any number of the Shares issued to
the Seller (valued at $2.50 per share) and the $2,900,000 Promissory Note
(valued at its principal value), or in cash or cash equivalent, any combination
of the foregoing adding to the liability claimed.

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         6.07 Intellectual Property Claims.

                  (a) Indemnification. Seller agrees to defend, and pay the
         costs of defense (including without limitation court costs and
         reasonable attorneys' fees), and pay the amount of any Losses against
         Buyer, its affiliates and/or its or their respective officers,
         directors, employees, and agents, resulting from third party actions,
         causes of action, claims and demands to the extent based on an
         allegation that Seller's use of the Transferred Technology in
         connection with the Purchased Assets prior to the First Closing (1)
         infringes any United States patent or copyright that was issued and
         effective as of the date of this Agreement, or (2) incorporates any
         trade secret misappropriated by Seller (as protected under the trade
         secret laws of the United States ); provided, however, that the
         foregoing indemnification obligation shall apply only if (i) the Seller
         is promptly notified in writing of such claim; (ii) the Seller shall
         have sole control of the defense or settlement thereof; (iii) the
         indemnified Party shall furnish to the Seller on request all reasonable
         information and assistance available to the indemnified Party for such
         defense at the Seller's expense; and (iv) the indemnified Party shall
         not admit any such claim and/or make any payments with respect thereto
         without the prior written consent of the Seller.

                  (b) Exclusion of Damages/Limitation on Liabilities. Seller's
         entire liability for Losses which are indemnified under this Section
         6.07 shall not exceed One Hundred Thousand Dollars ($100,000.00). IN NO
         EVENT SHALL SELLER BE LIABLE TO BUYER OR TO ANY OTHER PARTY FOR ANY
         INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER DAMAGES
         (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS,
         BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY
         LOSS) ARISING OUT OF OR RELATED TO THE TRANSFERRED TECHNOLOGY, EVEN IF
         SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

                  (c) NTP Agreement. Buyer acknowledges that the rights it
         acquires under the assignment of the NTP Agreement, if any, may be
         limited, and Buyer hereby waives any and all claims of any kind against
         Seller relating to any alleged breach of this Assignment or Buyer's
         inability to act as the successor in interest to Seller under the NTP
         Agreement.

                                  ARTICLE VII

                                  TERMINATION

         7.01 Termination Not Due to Breach. This Agreement may be terminated
(a) at any time by mutual written consent of Seller, Subsidiary, and Buyer; (b)
after one year from the date of this Agreement, by Buyer in the event that any
condition to the obligation of Buyer to close the transaction, has not occurred
and such condition to Closing has not been cured nor satisfied within twenty
(20) days after written notice thereof from Buyer to Seller and Subsidiary or by

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Seller or the Subsidiary, in the event that any condition to the obligation of
Seller or Subsidiary to close the transaction, has not occurred and such
condition to Closing has not been cured nor satisfied within twenty (20) days
after written notice thereof from Seller and Subsidiary to Buyer, unless, in
either instance, the failure to close is the result of a breach of the Agreement
by the terminating Party. If this Agreement is terminated pursuant to this
Section 7.01, (i) neither of the Parties hereto, nor any of their agents or
successors in interest, shall have any liability or further obligation to the
other Parties or any of its agents or successors in interest pursuant to this
Agreement; and (ii) all FCC filings, applications and other submissions relating
to the assignment of the 220 MHz Licenses from Subsidiary to Buyer Sub shall (to
the extent practicable) be withdrawn.

         7.02 Termination Due to Breach by Buyer. In the event that Buyer fails
to comply with any material term or obligation or breaches any representation,
warranty or covenant contained in this Agreement in any material respect and
does not cure such failure within twenty (20) days of receiving written notice
from Seller , then Seller may at its option, by written notice to Buyer,
terminate this Agreement.

         7.03 Termination Due to Breach by Seller and/or Subsidiary. In the
event that Seller and/or Subsidiary fails to comply with any material term or
obligation or breaches any representation, warranty or covenant contained in
this Agreement in any material respect and does not cure such failure within
twenty (20) days of receiving written notice thereof, then Buyer may at its
option by written notice to Seller and Subsidiary terminate this Agreement.

         7.04 Effect of Termination. Termination of the Agreement pursuant to
any of the provisions of this Article VII shall not relieve any Party of any
liability or obligation which has accrued or been created prior to the date such
termination becomes effective.

                                  ARTICLE VIII

                                  DEFINITIONS

         As used in this Agreement, the following terms which are not elsewhere
defined herein have the meanings set forth below:

         "Communications Act" shall me the Communications Act of 1934, as
amended of 1996;

         "Disclosure Documents" shall mean the following documents filed by
Buyer with the Commission: Buyer's Form 10-KSB and Form 10-KSB/A for the fiscal
year ended June 30, 2003; Buyer's Forms 10-QSB for the quarters ended September
30, 2002, December 31, 2002, and March 31, 2003; and Buyer's Forms 8-K from the
period July 1, 2002 through September 30, 2003.

         "Exchange Act" shall mean the Securities Exchange Act of 1934

         "FCC" shall mean the Federal Communications Commission or any successor
agency.

         "FCC Rules" shall mean the rules, regulations and policies promulgated
by the FCC under the Communications Act.

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         "Final Order" shall mean an action by the FCC as to which (a) no
request for stay by the FCC is pending, no such stay is in effect, and the
deadline for filing a request for any such stay has passed; (b) no appeal,
petition for rehearing or reconsideration, or application for review is pending
before the FCC and the deadline for filing any such appeal, petition or
application has passed; (c) the FCC has not initiated reconsideration or review
on its own motion and the time in which such reconsideration or review is
permitted has passed; and (d) no appeal to a court, or request for stay by a
court, of the FCC's action is pending or in effect, and the deadline for filing
any such appeal or request has passed.

         "Knowledge" shall mean, as to any Party, the actual present knowledge
of the officers or directors of such Party.

         "Liens" shall mean all liens, liabilities, claims, mortgages,
obligations, restrictions, or other encumbrances of any kind or nature
whatsoever, except encumbrances that are minor and that do not in the aggregate
materially affect the value, marketability or utility of the Purchased Assets.

         "Losses" shall mean all losses, liabilities, damages, costs or
expenses, including reasonable attorneys' fees, penalties, and interest.

         "Material Adverse Effect" shall mean an effect on the assets, business,
operations, financial condition or results of operations of a Party, that, taken
as a whole, is materially adverse to such Party, but shall specifically exclude
an effect resulting from (i) general economic conditions applicable to the SMR
industry, (ii) general conditions in the markets in which the applicable SMR
Stations operate, or (iii) circumstances that are not likely to recur and which
have been substantially remedied or can be substantially remedied without
substantial cost or delay.

         "Materially Adverse Change" shall mean a change in the assets,
business, operations, financial condition or results of operations of a Party,
that, taken as a whole, is materially adverse to such Party, but shall
specifically exclude a change resulting from (i) general economic conditions
applicable to the SMR industry, (ii) general conditions in the markets in which
the applicable SMR Stations operate, or (iii) circumstances that are not likely
to recur and which have been substantially remedied or can be substantially
remedied without substantial cost or delay.

         "SEC" shall mean the United States Securities and Exchange Commission,
or any successor agency.

         "Securities Act" shall mean the Securities Act of 1933, as amended.

         "Transferred Technology" shall mean that certain know-how, intellectual
property (including all patents, copyrights, trademarks and trade secrets) and
other technology for the manufacture, operation and use of radios operating in
the 220 MHz band for telemetry and other data transfer applications which have
been developed by or on behalf of Seller, including but not limited to those

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items identified in Section 7 of Schedule 1.01(a) and also including, to the
extent Seller has any interest therein, and only to that extent, the NTP
Agreement.

                                   ARTICLE IX

                               GENERAL PROVISIONS

         9.01 Expenses. Except as otherwise expressly provided herein, each
Party to this Agreement shall pay its own expenses (including without limitation
the fees and expenses of its agents, representatives, counsel, and accountants)
incidental to the negotiation, drafting, and performance of this Agreement
including, without limitation, the preparation of the applicable sections of the
FCC Assignment Application, but Buyer shall pay any FCC filing fees associated
with the filing of the FCC Assignment Application. In the event any
Party/Parties shall bring an action in connection with the performance, breach
or interpretation of this Agreement, the prevailing Party/Parties in any such
action shall be entitled to recover from the losing Party/Parties all reasonable
costs and expenses of such action, including attorneys' fees. Buyer shall pay
all applicable documentary stamp, sales and transfer taxes, if any.

         9.02 Bulk Transfer Laws. Buyer hereby waives compliance by Seller and
Subsidiary with the laws of any jurisdiction relating to bulk transfers which
may be applicable in connection with the transfer of the Purchased Assets to
Buyer.

         9.03 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of Seller, Subsidiary, Buyer and their respective
successors and permitted assigns, but shall not be assignable or delegable in
whole or in part by Seller, Subsidiary, or Buyer.

         9.04 Waiver. No provision of this Agreement shall be deemed waived by
course of conduct, including the act of closing, unless such waiver is made in a
writing signed by all Parties stating that it is intended specifically to modify
this Agreement, nor shall any course of conduct operate or be construed as a
waiver of any subsequent breach of this Agreement, whether of a similar or
dissimilar nature.

         9.05 Entire Agreement. This Agreement (together with the Schedules
hereto) supersedes any other agreement, whether written or oral, that may have
been made or entered into by Seller, Subsidiary and Buyer (or by any director,
officer, agent, or other representative of such Parties) relating to the matters
contemplated hereby, with the exception of the NDA and the Letter Agreement.
This Agreement (together with the Schedules hereto, the $2,900,000.00 Note, the
$400,000.00 Note, the Security and Pledge Agreement, the License Agreement, the
Escrow Agreement, the Management Agreement, the Shares, the Warrant, and the
various consents and assignments, and other documentation relating hereto)
constitute the entire agreement by and among the Parties and there are no other
agreements or commitments except as expressly set forth herein.

         9.06 Further Assurances. Each of the Parties hereto agrees to execute
all documents and instruments and to take or to cause to be taken all actions
which are necessary or appropriate to complete the transactions contemplated by
this Agreement.

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         9.07 Risk of Loss. Each of the Parties hereto hereby acknowledges and
agrees that the risk of loss, damage or destruction of the Seller's Assets shall
be solely upon the Seller until the First Closing, and upon the First Closing
shall pass to Buyer. In the event of such loss, damage or destruction prior to
the First Closing, Seller shall promptly restore, replace or repair the damaged
property to its previous condition at its/their own cost, and Seller shall have
the right to use all insurance proceeds to effect such restoration, replacement
or repair and to retain all excess proceeds.

         9.08 Notices. All notices, demands, requests, and other communications
hereunder shall be in writing and shall be deemed to have been duly given and
shall be effective upon receipt if delivered by hand, or sent by certified or
registered United States mail, postage prepaid and return receipt requested, or
by prepaid overnight express service, or via telecopier to the Parties'
respective telecopier numbers set forth below (upon the sending Party's receipt
of a printed telecopier confirmation of the recipient's receipt of the
telecopied communication). Notices shall be sent to the Parties at the following
addresses (or at such other address or telecopier number for a Party as shall be
specified by like notice; provided that such notice shall be effective only upon
receipt thereof as provided for above):

                  (a) If to Seller:

                                    Sophia Communications, Inc.
                                    2600 Douglas Road
                                    Suite 1004
                                    Coral Gables, FL 33134
                                    Attention: Roberto Isaias
                                    Telecopier No.  (305) 529-2499

                           with a copy to:

                                    Wilkinson Barker Knauer, LLP
                                    2300 N Street, NW, Suite 700
                                    Washington, DC 20037-1128
                                    Attention: Lawrence Movshin, Esq.
                                    Telecopier No. (202) 783-5851

                  (b) If to Subsidiary (prior to the Final Closing):

                                    Sophia Licensee, Inc. c/o
                                    Sophia Communications, Inc.
                                    2600 Douglas Road
                                    Suite 1004
                                    Coral Gables, FL 33134
                                    Attention: Roberto Isaias
                                    Telecopier No.  (305) 529-2499

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                           with a copy to:

                                    Wilkinson Barker Knauer, LLP
                                    2300 N Street, NW, Suite 700
                                    Washington, DC 20037-1128
                                    Attention: Lawrence Movshin, Esq.
                                    Telecopier No. (202) 783-5851

                  (c) If to Buyer:

                                    BizCom U.S.A., Inc.
                                    5440 NW 33 Avenue, Suite 106
                                    Fort Lauderdale, Florida 33309
                                    Attention: President
                                    Telecopier No. (954) 714-0086

                           with a copy to:

                                    Tescher Lippman & Valinsky
                                    100 Northeast Third Avenue, Suite 610
                                    Fort Lauderdale, Florida 33301-1165
                                    Attention: Jay Valinsky, Esq.
                                    Telecopier No. (954) 467-2264

         9.09 Specific Performance. The Parties agree and acknowledge that, due
to the unique nature of the subject matter of this Agreement, either Party would
be irreparably damaged in the event of a breach of this Agreement, which damage
could not be adequately compensated except by specific performance of this
Agreement. In the event that any Party refuses to perform, or otherwise
breaches, this Agreement, it is agreed that the non-breaching Party shall have,
in addition to any other rights available to it, the right to obtain temporary
or permanent injunctive relief, including but not limited to, specific
performance of any and all obligations without any showing of actual damage or
inadequacy of legal remedy.

         9.10 Amendments, Supplements, Etc. This Agreement may be amended or
modified only by a written instrument executed by all of the Parties hereto
which specifically states that it is intended to amend or modify this Agreement.

         9.11 Severability. If, at any time, the FCC, or any other applicable
federal, state, or local governmental authority, or any court or arbitration
tribunal having jurisdiction determines that any provision of this Agreement is
void, invalid or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision hereof and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein, and, in lieu of each such illegal, invalid or
unenforceable provision, there shall be added automatically as a part of this
Agreement a provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible and still be legal, valid and
enforceable and still preserve each Party's benefits and equities hereunder.

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         9.12 No Third Party Beneficiaries. Nothing herein, express or implied,
is intended to or shall confer on any person or entity, other than the Parties
hereto and Buyer Sub to which the 220 MHz Licenses are being assigned from
Subsidiary, any rights under or by reason of this Agreement.

         9.13 Governing Law. This Agreement and the legal relations between the
Parties hereto shall be governed by and construed solely in accordance with the
substantive laws of the State of Florida, without giving effect to its conflict
or choice of law principles thereof.

         9.14 Jurisdiction and Venue; Service of Process; Waiver of Trial by
Jury; Attorneys' Fees. If any dispute or controversy shall arise between any of
the Parties hereto, such dispute or controversy may only be brought for
resolution solely in the federal and/or state courts located in Broward County,
Florida. Each of the Parties hereto hereby consent solely to the jurisdiction
and venue of such courts, and agree that they shall not contest or challenge the
jurisdiction or venue of such courts. Each of the Parties hereto agrees that
service of any process, summons, notice or document, by U.S. registered or
certified mail, to its address set forth in or as provided in Section 8.08
herein shall be effective service of process for any action, suit or proceeding
brought against it in any such court. In recognition of the fact that the issues
which would arise under or relating to this Agreement, are of such a complex
nature that they could not be properly be tried before a jury, each of the
Parties hereto waives trial by jury. The prevailing Party in any action and/or
proceeding shall be entitled to recover its reasonable attorneys' fees and costs
from the other Party/Parties to such action, suit or proceeding.

         9.15 Titles and Headings. Titles and headings to sections hereof are
inserted for convenience of reference only, and are not intended to be a part
of, or to affect the meaning or interpretation of, this Agreement.

         9.16 Transition. Seller, Subsidiary, and Buyer shall cooperate and take
such action as may be reasonably requested by the other in order to effect the
transactions contemplated herein.

         9.17 Execution in Counterparts 9.18 This Agreement may be executed in
one or more counterparts, and a copy of the executed document transmitted to the
other Party via facsimile or email, each of which shall be deemed an original,
but all of which together shall constitute one and the same agreement.

         9.19 Rule of Construction that Ambiguities to be Construed Against the
Drafter Not Applicable. As all Parties to this Agreement have been represented
by their respective counsel in connection with this Agreement, the rule of
construction that ambiguities shall be construed against the drafter shall not
be applicable.

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         IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the date first above written.

                                       SELLER:  SOPHIA COMMUNICATIONS, INC.


                                       By: /s/ Roberto Isaias
                                           ------------------
                                           Roberto Isaias, Chairman of the Board



                                       SUBSIDIARY: SOPHIA LICENSEE, INC.


                                       By: /s/ Roberto Isaias
                                           ------------------
                                           Roberto Isaias, Chairman of the Board



                                       BUYER: BIZCOM U.S.A., INC.


                                       By: /s/ Hanan Klein
                                           ---------------
                                           Hanan "Hank" Klein, President

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                                SCHEDULE 1.01(A)

                    SELLER'S ASSETS - THE FIRST CLOSING DATE
                    ----------------------------------------


         THE ASSETS AND CONTRACTUAL RIGHTS AND OBLIGATIONS TO BE CONVEYED,
TRANSFERRED, ASSIGNED, AND DELIVERED BY SELLER TO BUYER AT THE FIRST CLOSING
(THE "SELLER'S ASSETS") ARE THE FOLLOWING:

         1.       Equipment, and personal property listed on attached sheets.

         2.       Inventory listed on attached sheets.

         3.       Work in Process listed on attached sheets.

         4.       All designs, drawings, and documents of Seller, except as
                  provided on Schedule 1.02.

         5.       Agreements, including but no limited to tower site and office
                  leases and assignment and consents related thereto, as listed
                  on Schedule 1.03.

         6.       All U.S. customers of Seller including those customers listed
                  on Schedule 1.03.

         7.       Any and all rights owned by Seller to licenses, trademarks,
                  patents, copyrights, trade secrets, trade secret rights and
                  similar intellectual property, as identified below:

                  A.       all designs, drawings, know how and information and
                           all rights, of whatever nature (including, but not
                           limited to, patent, trademark, copyright, know how
                           and trade secrets and rights related thereto), to:

                           (i)      all equipment and personal property set
                                    forth in this Schedule 1.01 (a) of the
                                    Agreement;

                           (ii)     the inventory set forth in this Schedule
                                    1.01(a) of the Agreement;

                           (iii)    the Work in Progress set forth in this
                                    Schedule 1.01(a) of the Agreement;

                           (iv)     all plans, concepts, notebooks, inventions,
                                    products, know how, manufacturing
                                    techniques, work product and papers relative
                                    to any of the above.

                  B.       the trade names CX2 TECHNOLOGIES, SOPHIACOMM.COM, and
                           SOPHIACOMM, and any other trade names used by Seller
                           and material to the business of Seller, but not the
                           rights to the corporate name SOPHIA COMMUNICATIONS,
                           INC., or SOPHIA COMMUNICATIONS;

                  C.       the trademarks SOPHIA, SOPHIA COMMUNICATIONS, and CX2
                           TECHNOLOGIES, including but not limited to Federal
                           Trademark Application Serial No. 78/168,512, filed
                           September 27, 2002 for CX2 TECHNOLOGIES, the

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                           assignment of which is made in conjunction with an
                           assignment of the entire assets of the business to
                           which the mark relates. Buyer will be the successor
                           to the business of Seller to which the mark relates;

                  D.       the goodwill associated with the aforementioned trade
                           names and trademarks, and all trademark
                           registrations, trademark applications, extensions and
                           renewals of the same for the marks;

                  E.       the website sophiacomm.com and all content thereon;

                  F.       the domain sophiacomm.com and cx2tech.com;

                  G.       all advertising, ads, signs, trade show materials and
                           promotional materials for (i) all equipment and
                           personal property set forth in this Schedule 1.01(a);
                           (ii) the inventory set forth in this Schedule
                           1.01(a); (iii) the Work in Progress set forth in this
                           Schedule 1.01(a);

                  H.       the manufacturing process, technology and know-how to
                           produce products in (i) all equipment and personal
                           property set forth in this Schedule 1.01(a); (ii) the
                           inventory set forth in this Schedule 1.01(a); (iii)
                           the Work in Progress set forth in this Schedule
                           1.01(a);

                  I.       all computer programs, code, operating instructions
                           and operating manuals developed directly by Seller
                           for, as well as all information regarding or relating
                           thereto (i) all equipment and personal property set
                           forth in this Schedule 1.01(a); (ii) the inventory
                           set forth in this Schedule 1.01(a); (iii) the Work in
                           Progress set forth in this Schedule 1.01(a); and

                  L.       U.S. Patent No. 6,567,397, and all currently existing
                           inventions and improvements thereon, whether subject
                           to a patent application or not, and all
                           continuations, extensions, renewals, continuations,
                           continuations-in-part and divisionals of patent
                           rights.


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                                SCHEDULE 1.01(B)

                    SELLER'S ASSETS - THE FINAL CLOSING DATE
                    ----------------------------------------


         THE ASSETS AND CONTRACTUAL RIGHTS AND OBLIGATIONS TO BE CONVEYED,
TRANSFERRED, ASSIGNED, AND DELIVERED BY SUBSIDIARY TO A WHOLLY-OWNED SUBSIDIARY
OF BUYER AT THE FINAL CLOSING (THE "SUBSIDIARY'S ASSETS") ARE THE FOLLOWING:

         1.       The licenses issued by the Federal Communications Commission
                  to the Company to operate radio stations under call signs
                  WPOJ271, WPOJ272, WPOJ273, WPOJ274, WPOJ275, WPOJ276, WPOJ277,
                  WPOJ278, WPOJ279, WPOJ280, and WPOJ281 in the 220-222 MHz
                  band.



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                                 SCHEDULE 1.02

                                EXCLUDED ASSETS
                                ---------------


1.       Seller's right, title and interest in RD220, Seller's Mexican
         subsidiary, and all assets related to RD 220.

2.       Sophia's corporate books and records.

3.       Accounts Receivable as of the First Closing Date of  $15,398.96.

4.       Laptop computer assigned to Tom Houck.

5.       Desktop Computer assigned to Mark Baker.

6.       Sophia Office Lease deposit of $12,742.

7.       Deposit of $2,868.33 paid to Commonwealth Edison related to the
         provision of electric utility services.

8.       The following insurance policies and related prepaids that total
         $9,839.87 (as of 10-31-03):

         (a) Commercial and Property
         (b) Travelers #I-660-0788783-TCT-03 - Package Policy
         (c) Travelers #I-810-7802W163-IND-03 Automobile Policy
         (d) Travelers #ISF-CUP-7802W292-IND-03 Umbrella Policy

9.       The following insurance policy and related prepaids that total
         $8,626.86 (as of 10-31-03):

         (a) Director's and Officers policy #285-98-72 with National Union
             Fire Insurance Co. of Pittsburgh, PA

10.      Any and all cash, cash equivalents and all other accounts receivable,
         bank deposits and securities held by Seller.

11.      The rights to the corporate name SOPHIA COMMUNICATIONS, INC. (provided,
         however, that upon request of Buyer at any time after the First Closing
         and payment of reimbursement to Seller of expenses to change its
         corporate name, including reasonable and related fees to change its
         certificate of incorporation, Seller will assign this corporate name to
         Buyer)

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                                 SCHEDULE 1.03

                              ASSUMED LIABILITIES
                              -------------------


         Liabilities of Seller to be assumed by Buyer at the First Closing are
the following:

CUSTOMER CONTRACTS:

1. Contract with Lumbee River Coop for 40 Datatracker Radios -- dated
   01/01/03

2. Contract with Devon Energy for Network Services related to the Carthage
   Base Station - dated 05/23/03

3. Contract with Bitspoint for 500 Unit Radio Order - dated 09/15/03

LEASES:

Base Station Leases:
--------------------

1. Chicago Tower and Leasing     6750 W 103rd St., Chicago Ridge, IL

2. Chicago Tower and Leasing     25705 Fairfield Rd., Lake Zurich, IL

3. Chicago Tower and Leasing     8245 S. Lemont Rd., Darien, IL

4. Chicago Tower and Leasing     2701 W. 35th Ave., Gary, IN

5. Aurora Antenna                1950 Bilter Road, Aurora, IL

6. Spectrasite Communications    10 N. 459 Nestler, Elgin, IL

7. Spectrasite Building Group    Park Tower, 5415 N. Sheridan Rd., Chicago, IL

8. Spectrasite Building Group    W. Higgins Rd, Rosemont, IL 10233 (Holiday Inn)

9. Pinnacle Towers               1450 American Lane, Schaumburg, IL

10.Pinnacle Towers               One Tower Drive, Oak Brook, IL

11.First United Corp             18600 S. Oak Park Ave., Tinley Park, IL

12.Teachers Insurance & Annuity
   Association of America        One S. Wacker Drive, Wacker, IL (Chicago)

13.American Tower Corp.          18600 S. Oak Park Ave., Clear Lake, TX
                                 (Houston)

14.American Tower Corp.          18600 S. Oak Park Ave., Carthage, TX (Panola
                                 College)

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Office Leases:
--------------

1. Lease agreement dated November 1, 1999, as amended on February 28, 2001, with
Madison Ridge Associates, c/o JSQ, Inc., 6880 N. Frontage Road, Suite 300, Burr
Ridge, Illinois 60527, for certain premises located at Suites 15 & 50, 8330
South Madison Street, Burr Ridge, Illinois 60527.

2. Lease agreement with Madison Ridge Associates, c/o JSQ, Inc., 6880 N.
Frontage Road, Suite 300, Burr Ridge, Illinois 60527, for certain premises
located at Suite 10, 8330 South Madison Street, Burr Ridge, Illinois 60527,
assumed by Seller from ESA Telecomm -Systems Group, Inc. pursuant to an
Assignment and Assumption agreement dated February 1, 2002.

Other Leases:
-------------

1. Lease with Fidelity Leasing/Citicapital for telephone system.
2. Lease with Fidelity Leasing/Citicapital for additional telephone equipment.

OTHER OBLIGATIONS:

1. Spectrum Management Agreement between Seller and Tantalus Systems Corp. dated
April 3, 2003.

2. Subject to the limitations of Section 2.02(g) herein, Seller agrees to
transfer any and all right, title and interest that it may have under the NTP
Agreement to BizCom and BizCom agrees to assume any and all obligations of
Sophia, to the extent that any such obligations exist, under the NTP Agreement.

3. Pursuant to Section 3.02(c) of this Agreement, as of November 1, 2003 Buyer
has offered to employ certain of Seller's employees, and Buyer has agreed to and
shall assume all obligations to any of Seller's employees who is employed by the
Buyer prior to the Final Closing for any accrued vacation or sick leave for
which such employees have become eligible during his or her employment with
Seller with the exception of Tom Houck and Mark Baker.

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<PAGE>


                                SCHEDULE 2.02(B)

                        RESTRICTIONS AGAINST PERFORMANCE
                        --------------------------------


NONE.

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<PAGE>


                                SCHEDULE 2.02(C)

                     THIRD PARTY AND GOVERNMENTAL CONSENTS
                     -------------------------------------


1.  FCC consent to the assignment of the 220 MHz Licenses from Subsidiary to
Buyer Sub.

2.  The NTP Agreement

LEASES:

Base Station Leases:
1.  Spectrasite   Communications   10 N. 459 Nestler, Elgin, IL

2.  Spectrasite Building Group     Park Tower, 5415 N. Sheridan Rd., Chicago, IL

3.  Spectrasite Building Group     W. Higgins Rd, Rosemont, IL 10233 (Holiday
                                   Inn)

4.  Pinnacle Towers                1450 American Lane, Schaumburg, IL

5.  Pinnacle Towers                One Tower Drive, Oak Brook, IL

6.  First United Corp              18600 S. Oak Park Ave., Tinley Park, IL

7.  Teachers Insurance & Annuity
      Association of America       One S. Wacker Drive, Wacker, IL (Chicago)

8.  American Tower Corp.           18600 S. Oak Park Ave., Clear Lake, TX
                                   (Houston)

9.  American Tower Corp.           18600 S. Oak Park Ave., Carthage, TX (Panola
                                   College)

Office Leases:
--------------

1. Lease agreement dated November 1, 1999, as amended on February 28, 2001, with
Madison Ridge Associates, c/o JSQ, Inc., 6880 N. Frontage Road, Suite 300, Burr
Ridge, Illinois 60527, for certain premises located at Suites 15 & 50, 8330
South Madison Street, Burr Ridge, Illinois 60527.

2. Lease agreement with Madison Ridge Associates, c/o JSQ, Inc., 6880 N.
Frontage Road, Suite 300, Burr Ridge, Illinois 60527, for certain premises
located at Suite 10, 8330 South Madison Street, Burr Ridge, Illinois 60527,
assumed by Seller from ESA Telecomm -Systems Group, Inc. pursuant to an
Assignment and Assumption agreement dated February 1, 2002.

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                                                        Asset Purchase Agreement
<PAGE>


Other Leases:
-------------

1.  Lease with Fidelity Leasing/Citicapital for telephone system.
2.  Lease with Fidelity Leasing/Citicapital for additional telephone equipment.

Other Agreements:
-----------------

Spectrum Management Agreement between Seller and Tantalus Systems Corp. dated
April 3, 2003.

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<PAGE>


                                SCHEDULE 2.02(F)

                                   LITIGATION
                                   ----------

L.A. Harp & Associates vs. Sophia Communications. Matter relates to fee dispute
regarding marketing communication activities. Sophia is represented by Robert E.
Senechalle, Jr., Esq. The original complaint stated damages of $71,393.85. On
November 19, 2003, Harp offered Seller a counter proposal of $55,000 to settle
this matter. Settlement discussions are on-going.

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                                                        Asset Purchase Agreement
<PAGE>

                                SCHEDULE 2.02(J)

                                   CONTRACTS
                                   ---------


NONE

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<PAGE>


                                SCHEDULE 2.02(P)

                              ACCREDITED INVESTORS
                              --------------------



See attached list.


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<PAGE>


                                SCHEDULE 2.03(D)

                     THIRD PARTY AND GOVERNMENTAL CONSENTS
                     -------------------------------------


         1. FCC consent to the assignment of the 220 MHz Licenses from
Subsidiary to Buyer Sub.


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<PAGE>

                                SCHEDULE 2.04(C)

                     THIRD PARTY AND GOVERNMENTAL CONSENTS
                     -------------------------------------


         1. FCC consent to the assignment of the 220 MHz Licenses from
Subsidiary to Buyer Sub.


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<PAGE>

                                SCHEDULE 2.04(Q)

                     ABSENCE OF CERTAIN CHANGES AND EVENTS
                     -------------------------------------


NONE.

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<PAGE>


                                SCHEDULE 2.04(R)

                              COMPLIANCE WITH LAWS
                              --------------------


None.


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