EXHIBIT 10.16

                            ASSET PURCHASE AGREEMENT

     This  Asset  Purchase  Agreement  (the  "Agreement"),   dated  May  23,2001
("Effective  Date"),  is between GREAT WEST SERVICES,  LTD., a Colorado  limited
partnership  d/b/a  SIMCOM  ("Seller"),   USOL,  Inc.,  a  Delaware  corporation
("Purchaser"),  USOL  Holdings,  Inc., an Oregon  corporation  ("Holdings")  and
Simpson Housing Limited  Partnership,  a Colorado Limited Partnership  ("Simpson
Housing").

     On the  terms and  subject  to the  conditions  of this  Agreement,  Seller
intends to sell and Purchaser intends to purchase all the assets of Seller which
are part of the  private  telephone  and  cable  television  systems  listed  on

  (individually a "System" and  collectively the "Systems") that are
subject to the Right of Entry Agreements (each a "Right of Entry Agreement"), as
defined below, and other assets as specified in this Agreement.

     The parties agree as follows:

1.   TRANSFER OF ASSETS.

     1.1  Sale of Assets.  On the terms and  subject to the  conditions  of this
          Agreement,  Seller  will sell  good and  marketable  right,  title and
          interest in and to the "Assets",  as defined below, to Purchaser.  All
          Assets sold under this  Agreement will be free and clear of all liens,
          claims  and  encumbrances   except  as  otherwise   provided  in  this
          Agreement.

     1.2  Description  of Assets.  The  "Assets" are all of the assets of Seller
          which  comprise the Systems  existing as of the date of this Agreement
          or  acquired  by Seller  prior to  Closing in the  ordinary  course of
          business  (including  without  limitation  all of the  Right  of Entry
          Agreements  specified  on  Schedule  4.7).  Specifically,  the  Assets
          consist  of (i) the  assets  of Seller  used to  operate  the  Systems
          including its  telephone  switching  and voice mail  equipment,  cable
          television  equipment,  all cable (including without limitation aerial
          cable and underground  cable,  conduit,  and all spare parts and other
          items used in the maintenance, repair and testing of the Systems), all
          as specifically  listed on Schedule 1.2  ("Equipment");  (ii) good and
          marketable  right,  title  and  interest  in and to the Right of Entry
          Agreements  and the Other  Contracts  listed on  Schedule  4.7;  (iii)
          business  records   pertaining  to  the  subscribers  of  each  System
          ("Customers");  and (iv) all  leases,  easements  and  licenses in the
          states in which  Systems are located,  to use real property and leases
          of personal property disclosed on Schedule 4.7 and the following other
          contractual   arrangements:   Circuit  and  Service   Agreements  with
          ILECs/CLECs,  Long Distance  Agreements with IXCs, E911 Services,  all
          oral and  written  contracts  included in the  Assets,  including  all
          Customer  contracts,  programming  agreements,  franchise  agreements,
          construction contracts,  right-of-use agreements, pole attachments and
          conduit  rights,  Retransmission  Consents with  television  broadcast
          stations,  Operator Services  Agreements,  Internet Service Agreements
          (Reflex,  Darwin,  etc.),  Security / Alarm Services  Agreements  (for
          equipment  rooms,  etc.),  Utilities  agreements (for equipment rooms,
          etc.) (all such  leases,  easements,  licenses  and other  contractual
          arrangements being hereinafter  collectively referred to as the "Other
          Contracts").  The Assets  exclude all other items,  including  without
          limitation,  any  goodwill,  intellectual  property or  software.  The
          Assets will include the Other  Contracts only to the extent  Purchaser
          elects to take assignment (and Seller has the right to sell or assign)
          one or more of the Other Contracts by so notifying Seller prior to the
          end of the Inspection Period ("Selected Other Contracts").  Seller and
          Purchaser acknowledge and agree that Seller has not yet identified all
          of the Other  Contracts to Purchaser.  Within fifteen (15) days of the
          date of this Agreement  Seller will furnish  Purchaser with a complete
          written list of the Other Contracts and all such Other Contracts shall
          automatically  become part of the Other Contracts under this Agreement
          and shall automatically be added to Schedule 4.7 hereof.

     1.3  Assignments  and  Assumption.  Seller  will  assign to  Purchaser  and
          Purchaser  will assume (i) the  obligations  arising after the Closing
          Date of the Selected  Other  Contracts  and each of the Right of Entry
          Agreements  listed on Schedule  4.7, and (ii)  liability  for personal
          property  taxes  accruing and arising after the Closing  Date.  Seller
          shall be liable for and obligated to pay all personal  property  taxes
          accruing  prior to the Closing  Date.  Purchaser's  assumption  of the
          obligations and liabilities  described in this Section 1.3 will accrue
          following  Closing (but not before).  Except as expressly

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          provided in this  Section 1.3,  Purchaser  assumes no  liabilities  or
          debts or other  obligations  of Seller of any nature  whatsoever.  The
          assignment  and  assumption  described  in this  Section  1.3 shall be
          effected  through  the  execution  by  Seller  and  Purchaser  of  the
          Assignment  And  Assumption  Agreement in the form attached  hereto as
          Exhibit 3.2(b).

     1.4  Reference  is made  to the  headend  equipment  (the  "Brodie  Headend
          Equipment")  located on the Brodie I and  Brodie II  properties  (such
          properties  are more  particularly  identified  on Schedule  4.7).  If
          Purchaser  elects prior to the Closing Date to make the Brodie Headend
          Equipment part of the Assets,  such equipment shall be included in the
          Assets  conveyed to  Purchaser  at the Closing and the cash portion of
          the Purchase  Price shall be increased by  $___________.  If Purchaser
          does not elect  before the  Closing  Date to make the  Brodie  Headend
          Equipment  part of the Assets,  such equipment will not be conveyed to
          Purchaser at the Closing and Seller may elect either of the  following
          items (a) or (b) and Seller  will  notify  Purchaser  of its  election
          within 10 days of the Closing Date ("Brodie  Post Closing  Election"):
          (a)  Seller  may elect to  remove  the  Brodie  Headend  Equipment  by
          notifying  Purchaser  within  10 days of the  Closing  Date and it may
          remove  such  equipment  from the  Brodie I and  Brodie II  properties
          within 30 days of the Closing Date ("Brodie Removal Election"), or (b)
          Seller may request Purchaser to use commercially reasonable efforts to
          sell the Brodie  Headend  Equipment  on behalf of Seller by  notifying
          Purchaser within 10 days of the Closing Date ("Brodie Sale Election").
          If  Seller  fails to  timely  give  Purchaser  a Brodie  Post  Closing
          Election,  on the  eleventh  day after the Closing Date Seller will be
          deemed to have chosen the Brodie Removal  Election.  In the event of a
          Brodie  Removal  Election  (actual or deemed) and Seller's  failure to
          remove the  Brodie  Headend  Equipment  on or before 30 days after the
          Closing Date (through no fault of  Purchaser),  Seller shall be deemed
          to have  abandoned  such  equipment and the Brodie  Headend  Equipment
          shall  belong to  Purchaser.  In the event of a Brodie Sale  Election,
          Purchaser  will notify  Seller of the price offers it receives for the
          Brodie Headend  Equipment  within 30 days of the Closing Date and will
          not consummate  the sale of such equipment  unless Seller has approved
          one of the offered sales prices.  If Seller  approves an offered sales
          price for the Brodie Headend  Equipment  within 35 days of the Closing
          Date,  Seller will  consummate such sale and remit the proceeds of the
          sale to Seller within 10 days of receipt of such  proceeds.  If Seller
          does not  approve  any  offered  sales  price for the  Brodie  Headend
          Equipment within 35 days of the Closing Date, Purchaser's  obligations
          to attempt to sell such  equipment  shall  cease and Seller may remove
          such  equipment  from the Brodie I and Brodie II properties  within 45
          days of the  Closing  Date;  if Seller  fails to so remove  the Brodie
          Headend  Equipment within 45 days of the Closing Date, Seller shall be
          deemed  to  have  abandoned  such  equipment  and the  Brodie  Headend
          Equipment  shall belong to Purchaser.  Seller shall repair all damages
          to the Brodie I and Brodie II properties  caused by its removal of the
          Brodie Headend Equipment.


2.   PURCHASE PRICE AND INSPECTION PERIODS.

     2.1  Purchase Price. The purchase price  ("Purchase  Price") for the Assets
          is Four Million Dollars ($4,000,000) in cash, and Six Hundred Thousand
          (600,000)  shares of common  stock of Holdings  subject to the Lock-Up
          Agreement (Exhibit 3.2(g)) and Registration  Rights Agreement (Exhibit
          3.3(d))  attached  hereto.  The portion of the Purchase  Price that is
          comprised  of  common  stock  of  Holdings  is  sometimes  hereinafter
          referred to as the "Shares."

     2.2  Allocation of Purchase Price. Seller and Buyer agree that the Purchase
          Price shall be allocated amongst the three categories listed below and
          in the proportions listed below:

             Moveable Equipment and Trade Fixtures                        10%
             Right of Entry Agreements and Selected Other Contracts       80%
             Real Property Improvements and Fixtures                      10%

          Seller  and  Purchaser  agree  that  any  filings,  returns  or  other
          documents they submit to the Internal  Revenue Service or other taxing
          authorities  related to this  transaction  shall  contain  information
          consistent with the allocations specified in this Section 2.2.

     2.3  Inspection  Periods.  The Purchaser shall have until July 1, 2001 (the
          "Inspection  Period")  within  which  to make  any and all  reasonable
          inspections  of the Assets as the Purchaser  may desire.  In the event
          Purchaser  shall notify Seller in writing on or before the  expiration
          of the Inspection  Period that Purchaser,  for any reason  whatsoever,
          does not desire to consummate this Agreement, then, and in such event,
          this Agreement  shall  terminate and all of the Earnest Money shall be
          immediately refunded to Purchaser.

3.   CLOSING.

     3.1  Closing. The closing of the transaction contemplated by this Agreement
          (the  "Closing")  will take place no later than July 1, 2001 ("Closing
          Date") if Purchaser has not terminated the Agreement  prior to the end
          of the Inspection  Period.  The Closing will take place at the offices
          of Seller or at such other place as mutually  agreed by the parties to
          this Agreement. Purchaser will take possession of the Assets as of the
          Closing  Date  subject  to  the  terms  of  the  Transition   Services
          Provisions described on Exhibit 3.6. Purchaser may elect to accelerate
          the Closing Date to an earlier date as long as it provides Seller with
          at least 15 day's advance notice of such earlier Closing Date.

     3.2  Deliverables  by Seller.  At Closing,  Seller will execute and deliver
          originals of all of the following (the "Seller Closing Deliverables"):
          (a) a Bill of Sale in the form attached  hereto as Exhibit 3.2(a) (the
          "Bill of Sale");  (b) the  Assignment and Assumption of the Agreements
          (Right of Entry  Agreements and Selected Other  Contracts) in the form
          attached  hereto as Exhibit  3.2(b) (the  "Assignment  and  Assumption
          Agreement");  (c) releases of financing  statements and other recorded
          encumbrances  terminating  all liens  and  encumbrances  against,  and
          security  interest  in,  any of the  applicable  portion of the Assets
          ("Releases");  (d) a certificate signed by Seller, certifying that the
          closing  conditions  to be  satisfied  by Seller,  have been met as of
          Closing Date (the  "Certificate");  (e) the Option Agreement  ("Option
          Agreement") executed by Simpson Housing in the form attached hereto as
          Exhibit  3.2(e);  (f) all of the  original  Right of Entry  Agreements
          specified  on  Schedule  4.7,  executed  by  Simpson  Housing  (and by
          property owners other than Simpson Housing,  hereafter "Other Owners,"
          as the  case may be) and  Seller,  in the  forms  attached  hereto  as
          Exhibit  3.2(f)  (the  "Right of Entry  Agreements");  (g) the Lock-Up
          Agreement in the form attached  hereto as Exhibit 3.2(g) (the "Lock-Up
          Agreement");   (h)  all  of  the  Subordination,   Nondisturbance  and
          Attornment  Agreements  ("SNDAs")  for  all  of  the  Right  of  Entry
          Agreements;  (i) certified copies of resolutions  evidencing  Seller's
          and Simpson  Housing's  authority to enter into this  Agreement and to
          execute  and  deliver  the  instruments  specified  in this  Agreement
          (collectively the "Seller  Resolutions");  (j) the Registration Rights
          Agreement;  (k) the Escrow  Agreement in the form  attached  hereto as
          Exhibit 3.5  ("Escrow  Agreement");  and (l) a closing  statement in a
          form   reasonably   agreed  to  by  Seller  and  Purchaser   ("Closing
          Statement").

     3.3  Deliverables by Purchaser.  At Closing,  Purchaser (or Holdings as the
          case  may  be)  will  execute  and/or  deliver  all of  the  following
          ("Purchaser Closing Deliverables"):  (a) cash funds in accordance with
          Section 2.1; (b) the  Assignment  and  Assumption  Agreement;  (c) the
          Shares;  (d) the  Registration  Rights  Agreement in the form attached
          hereto as Exhibit 3.3(d) (the "Registration  Rights  Agreement");  (e)
          the Option  Agreement in the form attached  hereto as Exhibit  3.2(e);
          (f) the Lock-Up  Agreement  executed by Holdings in the form  attached
          hereto as  Exhibit  3.2(g) ; (g)  Purchaser's  signature  to all SNDAs
          provided by Seller;  (h) certified  copies of  resolutions  evidencing
          Purchaser's  and Holdings'  authority to enter into this Agreement and
          to  execute  and  deliver  the  items   specified  in  this  Agreement
          (collectively the "Purchaser Resolutions");  (i) the Escrow Agreement;
          and (j) the Closing Statement in a form reasonably agreed to by Seller
          and Purchaser.


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     3.4  Earnest  Money.  Within five (5)  business  days of  execution of this
          Agreement,  Purchaser  will  deposit  $250,000  with Seller as Earnest
          Money (herein so called),  in accordance with the wiring  instructions
          in Exhibit 2.1. The failure of Purchaser to deliver the Earnest  Money
          to Seller within the time period  provided in the  preceding  sentence
          shall  constitute a breach by Purchaser  pursuant to Section 9.1(c) of
          this Agreement. At Closing, the Earnest Money shall be applied against
          the Purchase  Price.  In the event  Purchaser  does not terminate this
          Agreement prior to the end of the Inspection Period or pursuant to the
          terms of this Agreement  through no fault of Seller and this Agreement
          does  not  close,  Seller  shall  retain  the  paid  Earnest  Money as
          liquidated  damages and as its sole remedy and sole  recourse  against
          Purchaser. In the event Purchaser terminates this Agreement because of
          Seller's  default  hereunder  or  prior  to the end of the  Inspection
          Period, the Earnest Money shall be immediately paid to Purchaser.

     3.5  Escrow.  At the  Closing,  Purchaser,  Seller,  and Wells Fargo Bank -
          Investment  Management and Trust Department in Austin, Texas as escrow
          agent  ("Escrow  Agent")  shall  enter into the Escrow  Agreement  and
          $500,000 of the cash portion of the Purchase  Price  ("Escrow  Funds")
          shall be deposited  and held with Escrow Agent for a period of six (6)
          months pursuant to the terms of the Escrow Agreement. The Escrow Funds
          shall be used to secure  Seller's  compliance with all of the terms of
          this Agreement. The disbursement of the Escrow Funds shall be governed
          by the terms and conditions contained in the Escrow Agreement.

     3.6  Transition Services Provisions. Seller agrees that it will perform the
          services  described in Exhibit 3.6  attached  hereto after the Closing
          Date and  through  the  dates  indicated  in the  Transition  Services
          Provisions  attached hereto as Exhibit 3.6. Seller and Purchaser agree
          to the fee, expense and revenue provisions described in Exhibit 3.6.


4.   REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to
     Purchaser as follows:


     4.1  Organization,   Good  Standing,   Power,  Etc.  Seller  is  a  limited
          partnership  duly  organized,  validly  existing and in good  standing
          under  the laws of the state of  Colorado.  Seller  has all  requisite
          partnership  power and authority to execute,  deliver and perform this
          Agreement. Seller has all requisite partnership power and authority to
          consummate the transactions contemplated by this Agreement.

     4.2  Authorizations  and  Enforceability.  This Agreement has been duly and
          validly  authorized,  executed and delivered by Seller and constitutes
          the valid and  binding  obligation  of Seller,  fully  enforceable  in
          accordance with its terms.

     4.3  Restrictions:  Burdensome  Agreements.  Seller  is not a party  to any
          contract,  commitment or agreement,  and neither Seller nor the Assets
          are subject to or bound or affected by any charter, bylaw, partnership
          agreement or other corporate or partnership restriction, or any order,
          judgment,  decree, law, statute,  ordinance, rule, regulation or other
          restriction of any kind or character,  which would prevent Seller from
          entering into this  Agreement or from  consummating  the  transactions
          contemplated by this Agreement.

     4.4  Consents and Approvals.  As of Closing,  Seller will have obtained all
          consents or approvals  of and waivers or  revisions  by, and will have
          delivered all notices to, any third party and any governmental  entity
          that are  necessary in  connection  with the execution and delivery by
          Seller of this  Agreement  and the  consummation  of the  transactions
          contemplated by this Agreement.

     4.5  Title to Property.

          (a)  Tangible Personal Property.  Seller owns or has licenses or other
               rights  adequate to use all property  necessary for the operation
               of its business and the Assets.

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          (b)  Title. Seller currently has, and as of the Closing will have good
               and  indefeasible  title to the  Assets,  free  and  clear of all
               mortgages,  pledges, liens, security agreements,  rights of first
               refusal,  conditional sales agreement, leases, claims, charges or
               other encumbrances of any kind ("Liens"),  except as set forth on
               Schedule  4.7(b).  Any Asset which  requires the consent and/or a
               release of Liens of a third party for  assignment to Purchaser is
               described as such on Schedule 4.7(b).  Every other Asset is fully
               assignable  free and clear of all Liens to Purchaser  without the
               consent of any other party.

          (c)  Title  Transfer.  At Closing,  Purchaser  will  acquire  good and
               marketable  right,  title and interest to the Systems and Assets,
               free and clear of all Liens.

     4.6  Condition of Assets. The Assets were acquired and have been maintained
          in the ordinary course of business;  have been properly  maintained in
          accordance with industry standards; and are in good working condition.

     4.7  Right of Entry  Agreements.  Stated on Schedule  4.7 is a complete and
          accurate list and description of all of the Right of Entry  Agreements
          which  will be owned by Seller as of the  Closing  Date and which will
          constitute part of the Assets as of the Closing Date. A true,  correct
          and  complete  executed  original  of each  Right of  Entry  Agreement
          (including  amendments  thereto)  will be provided to  Purchaser on or
          prior to the Closing Date.  All notices of actual or alleged breach of
          such  agreements  sent by or received by Seller have been  provided to
          Purchaser. Each of the Right of Entry Agreements is valid and binding,
          and is in full  force and  effect.  Neither  Seller nor the owner of a
          property served by a Right of Entry  Agreement (the "Property  Owner")
          nor any other party under any such agreement,  is in default under any
          Right of Entry  Agreement;  and no event has occurred which,  with the
          passage of time, the giving of notice,  or other subsequent  action or
          inaction,  will result in the  occurrence  of a default under any such
          agreement. Except as set forth in Schedule 4.7, (a) the Right of Entry
          Agreements are valid, binding and enforceable in accordance with their
          terms,  (b)  the  Seller  has  performed,  or is now  performing,  the
          obligations  of, and is not in default (and would not by lapse of time
          or the giving of notice,  or both, be in default) under,  any Right of
          Entry  Agreements,  (c) no party has notified the Seller of any claim,
          dispute or  controversy  or  withheld  payments  from the Seller  with
          respect  to any  Right  of Entry  Agreements,  which  claim,  dispute,
          controversy or  withholding  of payment  could,  if such party were to
          prevail,  have a  material  adverse  effect  on  the  Right  of  Entry
          Agreements,  (d) no other  party to a Right of Entry  Agreement  is in
          default or has  breached  any term or provision of such Right of Entry
          Agreements  that has not  previously  been  cured,  (e) Seller has not
          received  notice  or  warning  of  alleged  non-performance,  delay in
          delivery or other  non-compliance  with respect to any of the Right of
          Entry Agreements,  and (f) Seller has not received any notice that any
          other  parties  to the  Right  of  Entry  Agreements  may  totally  or
          partially terminate any of the Right of Entry Agreements.

     4.7A Other  Contracts.  Stated on Schedule  4.7 is a complete  and accurate
          list and description of all of the Other  Contracts.  A true,  correct
          and  complete   executed  copy  of  each  Other  Contract   (including
          amendments  thereto)  will be provided to Purchaser  within 15 days of
          the date of this Agreement. All notices of actual or alleged breach of
          such  agreements  sent by or  received  by Seller  will be provided to
          Purchaser within 15 days of the date of this Agreement. To the best of
          Seller's  knowledge and belief,  each of the Other  Contracts is valid
          and binding,  and is in full force and effect. To the best of Seller's
          knowledge  and  belief,  neither  Seller nor the other  parties to the
          Other Contracts is in default under any Other Contract. To the best of
          Seller's  knowledge and belief,  no event has occurred which, with the
          passage of time, the giving of notice,  or other subsequent  action or
          inaction,  will result in the  occurrence of a default under any Other
          Contract.  Except  as set  forth  in  Schedule  4.7 and to the best of
          Seller's  knowledge  and belief,  (a) the Other  Contracts  are valid,
          binding and enforceable in accordance with their terms, (b) the Seller
          has performed, or is now performing, the obligations of, and is not in
          default  (and would not by lapse of time or the  giving of notice,  or
          both,  be in default)  under,  any Other  Contracts,  (c) no party has
          notified the Seller of any claim,  dispute or  controversy or withheld
          payments  from the Seller with respect to any Other  Contracts,  which
          claim, dispute, controversy or withholding of payment

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          could, if such party were to prevail,  have a material  adverse effect
          on the Other  Contracts,  (d) no other party to a Other Contract is in
          default or has breached any term or provision of such Other  Contracts
          that has not previously been cured, (e) Seller has not received notice
          or warning  of alleged  non-performance,  delay in  delivery  or other
          non-compliance  with  respect to any of the Other  Contracts,  and (f)
          Seller has not received any notice that any other parties to the Other
          Contracts  may  totally  or  partially  terminate  any  of  the  Other
          Contracts.

     4.8  Brokers.  Seller  has not  entered  into and will not  enter  into any
          agreement,  arrangement or understanding with any broker regarding any
          matter related to this Agreement.

     4.9  Litigation,  Taxes,  and  Disclosure.  Except as disclosed on Schedule
          4.9,   there  is  no  claim,   action,   litigation,   proceeding   or
          investigation  pending,  or threatened  before any court or government
          entity, nor is there any outstanding  judgment,  order, decree, award,
          stipulation or injunction  issued by any court or governmental  entity
          which  may  affect  any  of the  Assets  or  impair  the  Seller  from
          performing its obligations under this Agreement.  All taxes related to
          the Assets,  related to taxable periods or portions  thereof ending on
          or prior to the applicable  Closing Date,  have been reported and duly
          paid,   collected  or  withheld   and  remitted  to  the   appropriate
          governmental  agency,  except for current taxes not due and payable on
          or  prior to the  applicable  Closing  Date.  No  written  information
          contained  in any  Schedule  or  Exhibit  delivered  pursuant  to this
          Agreement at the Closing contains or will contain any untrue statement
          of a material  fact or omit to state a material  fact required to make
          the statements not misleading.  All documents  requested in writing by
          Purchaser  have been  delivered by Seller to Purchaser and  constitute
          true, complete and accurate copies of the documents requested.

     4.10 Financial  Information.  Attached hereto as Schedule 4.10 are Seller's
          (i) list of subscribers  at the Properties and (ii)  Property-specific
          revenue   summaries  for  the  periods  listed   thereon   ("Financial
          Information").  The Financial  Information  is in accordance  with the
          books and records of Seller and is true, correct,  and complete.  None
          of the  Financial  Information  contains  any  untrue  statement  of a
          material  fact or omits to state  any  material  fact  required  to be
          stated therein or necessary in order to make the  statements  therein,
          in light of the circumstances under which they were made.

     4.10AAbsence  of  Certain  Changes  or  Events.  Since the date of the most
          recent Financial Information to the date of this Agreement,  there has
          not been (i) any change that would have a material  adverse  effect on
          Seller (a "Seller  Material Adverse  Change"),  nor has there been any
          occurrence  or  circumstance  that  with  the  passage  of time  would
          reasonably be expected to result in a Seller Material  Adverse Change,
          or (ii) any  damage,  destruction  or loss,  whether or not covered by
          insurance,  that has or would have or is  reasonably  likely to have a
          material adverse effect on Seller.


     4.11 Representations  and  Warranties of Seller with Respect to the Shares.
          Seller hereby makes the following  representations  and  warranties to
          Purchaser.  Seller  acknowledges  that  Purchaser  is relying on these
          representations   and  warranties  in  connection   with   Purchaser's
          execution of this Agreement and the issuance of the Shares.

          (a)  Investment.  The Shares  will be  acquired  by Seller for its own
               account  for  investment  and  not  with  a  view  to  resale  or
               distribution; Seller is not acquiring the Shares as a nominee for
               any other  person or entity;  Seller has no present  intention of
               selling,  granting any participation in or otherwise distributing
               the  Shares;  Seller  does  not  have any  agreement  (verbal  or
               written)  with any person to sell,  transfer or grant an interest
               in the Shares;  Seller does not have any reason to anticipate any
               change of its circumstances or any event which would cause Seller
               to sell the Shares.

          (b)  Disclosure  of  Information.  Seller has  received  all  periodic
               reports filed with the Securities and Exchange Commission ("SEC")
               by  Purchaser  within  the  previous  12

                                       6


<PAGE>

               months and has had an opportunity  to review this  information in
               full.  Seller  has  had  an  opportunity  to ask  questions  of a
               representative of the Company concerning the terms and conditions
               of this investment including the business, properties,  prospects
               and financial  condition of Purchaser.  All of Seller's questions
               have been answered to Seller's satisfaction.  Seller has received
               all  information  that it considers  necessary or appropriate for
               deciding  whether to acquire the Shares.  In addition,  Purchaser
               has made available to Seller the opportunity to obtain additional
               information  and  to  evaluate  the  merits  and  risks  of  this
               investment.

          (c)  Investment  Experience.   Seller  has  made  other  risk  capital
               investments or other investments of a speculative  nature and, by
               reason of its business and  financial  experience or the business
               and  financial  experience of those it has retained to advise it,
               has  acquired  the  capacity  to  protect  its  own  interest  in
               investments  of this nature.  Seller has carefully  evaluated its
               financial  resources  and  investments  and is able  to bear  the
               economic risks of this investment.  Seller has not been organized
               for the purpose of acquiring the Shares.

          (d)  Accredited  Investor.  Seller is an "accredited  investor" within
               the meaning of Rule 501 D promulgated under the Securities Act of
               1933, as amended (the "Securities Act").

          (e)  Restricted Securities. Seller is aware that (i) its investment in
               the Shares is  speculative  and involves a high degree of risk of
               loss  and  that  Seller  must  bear  the  economic  risk  of this
               investment for an indefinite  period of time,  (ii) no assurances
               can be made  regarding any economic  advantages  (including  tax)
               which may inure to the benefit of the Seller, (iii) no assurances
               can  be  made  concerning  return  on  investment,  and  (iv)  no
               assurances can be made concerning any tax  consequences  from the
               investment. In addition, Seller understands that the Shares it is
               receiving   are   "restricted   securities"   under  the  federal
               securities laws because they are being acquired from Purchaser in
               a transaction not involving a public offering and that under such
               laws the  Shares  may be resold  without  registration  under the
               Securities  Act only in  certain  limited  circumstances.  Seller
               represents  that it is familiar with Rule 144  promulgated  under
               the Securities Act and understands the resale limitations imposed
               thereby and by the Securities Act.

          (f)  No  Representations  by  Purchaser.  Neither  Purchaser,  any  of
               Purchaser's  employees,  officers  or agents nor anyone  else has
               represented,  guaranteed or warranted to Seller,  expressly or by
               implication,  as to any of the  following:  (i) the percentage of
               profit and/or amount of or type of consideration,  profit or loss
               to be realized,  if any, as a result of this investment;  or (ii)
               that the past performance or experience on the part of Purchaser,
               or  any  future   projections   will  in  any  way  indicate  the
               predictable  results  of the  overall  financial  performance  of
               Purchaser.

          (g)  Confidential Information.  Seller understands that all non-public
               information   made  available  to  it  in  connection   with  its
               investment in the Shares is and shall remain  confidential in all
               respects and may not be  reproduced,  distributed or used for any
               other purpose without the prior written consent of the Company so
               long as such information remains non-public and confidential.

          (h)  Resident  State of Seller.  Seller is a resident  of the State of
               Colorado.

          (i)  Legends.  Seller  understands that standard  restrictive  legends
               will be placed on any certificates or other documents  evidencing
               the  Shares  regarding  the fact  that the  Shares  have not been
               registered and under the Securities Act until such time as Shares
               have  been  registered.  Other  legends  may  be  placed  on  the
               certificates or other documents  evidencing the Shares  regarding
               the terms of the Lock-Up Agreement.


                                       7

<PAGE>


     4.12 Insurance.  Seller  carries  insurance  with insurers that are, to the
          best of the  Company's  knowledge,  solvent,  in  amount  and types of
          coverage  which, to the best of Seller's  knowledge,  are customary in
          the  industry and against  risks and losses which are usually  insured
          against by persons holding or operating similar properties and similar
          businesses.  No material  claims have been asserted  under any of such
          insurance policies or relating to the properties, assets or operations
          of Seller.


4A.  REPRESENTATIONS   AND  WARRANTIES  OF  SIMPSON  HOUSING.   Simpson  Housing
     represents and warrants to Purchaser as follows:

     4A.1 Organization,  Good Standing, Power, Etc. Simpson Housing is a limited
          partnership  duly  organized,  validly  existing and in good  standing
          under  the laws of the  State of  Colorado.  Simpson  Housing  has all
          requisite  corporate  power and  authority  to  execute,  deliver  and
          perform  this  Agreement  and the  Right of Entry  Agreements  and the
          Option  Agreement.  Simpson Housing has all requisite  corporate power
          and  authority to consummate  the  transactions  contemplated  by this
          Agreement and the Right of Entry Agreements and the Option Agreement.

     4A.2 Authorization of Agreement and Enforceability. This Agreement has been
          duly and validly authorized, executed and delivered by Simpson Housing
          and  constitutes  the valid and binding  obligation of Simpson Housing
          fully enforceable in accordance with its terms.

     4A.3 Restrictions: Burdensome Agreements. Simpson Housing is not a party to
          any contract,  commitment or agreement, and is not subject to or bound
          or affected by any charter, bylaw or other corporate  restriction,  or
          any order, judgment, decree, law, statute,  ordinance, rule regulation
          or other  restriction  of any kind or  character,  which would prevent
          Simpson  Housing from entering into this Agreement or prevent  Simpson
          Housing  from  consummating  the  transactions  contemplated  by  this
          Agreement.

     4A.4 Effect of Agreement, Consents, Etc. As of the Closing, Simpson Housing
          shall have obtained any and all consents or approvals  of,  filings or
          registrations  with or  notices to any third  party or public  body or
          authority  that may be necessary in connection  with the execution and
          delivery by Simpson Housing of this Agreement and the  consummation of
          the transactions contemplated by this Agreement.


5.   REPRESENTATIONS  AND  WARRANTIES OF  PURCHASER.  Purchaser  represents  and
     warrants to Seller as follows:

     5.1  Organization,  Good Standing,  Power, Etc.  Purchaser is a corporation
          duly organized,  validly  existing and in good standing under the laws
          of the State of Delaware.  Purchaser has all requisite corporate power
          and  authority  to  execute,   deliver  and  perform  this  Agreement.
          Purchaser  has  all  requisite   corporate   power  and  authority  to
          consummate the transactions contemplated by this Agreement.

     5.2  Authorization of Agreement and Enforceability. This Agreement has been
          duly and validly  authorized,  executed and delivered by Purchaser and
          constitutes  the valid  and  binding  obligation  of  Purchaser  fully
          enforceable in accordance with its terms.

     5.3  Restrictions:  Burdensome Agreements.  Purchaser is not a party to any
          contract,  commitment or agreement,  and is not subject to or bound or
          affected by any charter, bylaw or other corporate restriction,  or any
          order, judgment,  decree, law, statute,  ordinance, rule regulation or
          other  restriction  of any  kind or  character,  which  would  prevent
          Purchaser from entering into this Agreement or prevent  Purchaser from
          consummating the transactions contemplated by this Agreement.


                                       8

<PAGE>



     5.4  Effect of Agreement, Consents, Etc. As of the Closing, Purchaser shall
          have  obtained  any and all  consents  or  approvals  of,  filings  or
          registrations  with or  notices to any third  party or public  body or
          authority  that may be necessary in connection  with the execution and
          delivery by Purchaser of this  Agreement and the  consummation  of the
          transactions  contemplated  by  this  Agreement;   provided,  however,
          Purchase cannot  guaranty that the Securities and Exchange  Commission
          will allow registration of the Stock.

     5.5  Due  Diligence.  Purchaser  and  its  representatives  (a)  have  been
          permitted access to the books and records, facilities,  equipment, tax
          returns,  contracts,  insurance  policies  (or  summaries),  and other
          properties  and  assets  of  Seller,  (b) have  been  given a full and
          complete  opportunity to perform such due diligence  investigation  of
          Seller and the Assets as Purchaser has  required,  and (c) have had an
          opportunity  to meet  with the  officers  and  employees  of Seller to
          discuss  Seller  and the  Assets.  Notwithstanding  any  such  access,
          meetings and  discussions  or any other  provision of this  Agreement,
          Purchaser  acknowledges  that it has not  received  and is not relying
          upon  any  representation  or  warranty,   expressed  or  implied,  by
          operation of law or otherwise,  as to the accuracy or  completeness of
          any  information  regarding  Seller or the Assets  made  available  to
          Purchaser or its  representatives,  except as  expressly  set forth in
          this Agreement.

5A.  REPRESENTATIONS  AND  WARRANTIES  OF  HOLDINGS.   Holdings  represents  and
     warrants to Seller as follows:

     5A.1 Organization,  Good Standing, Power, Etc. Holder is a corporation duly
          organized, validly existing and in good standing under the laws of the
          State of  Oregon.  Holdings  has all  requisite  corporate  power  and
          authority  to  execute,  deliver and perform  this  Agreement  and the
          Registration  Rights Agreement.  Holdings has all requisite  corporate
          power and authority to consummate  the  transactions  contemplated  by
          this Agreement and the Registration Rights Agreement.

     5A.2 Authorization of Agreement and Enforceability. This Agreement has been
          duly and validly  authorized,  executed and  delivered by Holdings and
          constitutes  the  valid  and  binding  obligation  of  Holdings  fully
          enforceable in accordance with its terms.

     5A.3 Restrictions:  Burdensome  Agreements.  Holdings is not a party to any
          contract,  commitment or agreement,  and is not subject to or bound or
          affected by any charter, bylaw or other corporate restriction,  or any
          order, judgment,  decree, law, statute,  ordinance, rule regulation or
          other  restriction  of any  kind or  character,  which  would  prevent
          Holdings from entering  into this  Agreement or prevent  Holdings from
          consummating the transactions contemplated by this Agreement.

     5A.4 Effect of Agreement,  Consents, Etc. As of the Closing, Holdings shall
          have  obtained  any and all  consents  or  approvals  of,  filings  or
          registrations  with or  notices to any third  party or public  body or
          authority  that may be necessary in connection  with the execution and
          delivery by Holdings of this  Agreement  and the  consummation  of the
          transactions contemplated by this Agreement;  provided,  however, that
          Holdings cannot  guaranty that the Securities and Exchange  Commission
          will allow  registration  of the Stock;  provided,  further,  however,
          Holdings  acknowledges its obligations  under the Registration  Rights
          Agreement.

     5A.5 Validity  of  Shares.  The  Shares,   when  issued  and  delivered  in
          accordance with the terms of this Agreement,  will be duly and validly
          authorized and issued,  fully paid,  non-assessable and free and clear
          of all  encumbrances  or restrictions on transfer except those imposed
          by  applicable   securities  laws,  this  Agreement  and  the  Lock-Up
          Agreement.

     5A.6 SEC Documents.  Since January 1, 2000, Holdings has filed all reports,
          schedules,  forms, statements and other documents required to be filed
          by it with the Securities and Exchange  Commission ("SEC  Documents").
          All of the SEC Documents (other than preliminary  material or material
          which was subsequently  amended), as of their respective filing dates,
          complied  with,  in  all  material   respects,   with  all  applicable
          requirements of the Securities Act and the Securities

                                       9

<PAGE>

          and Exchange Act of 1934, as amended (the "Exchange Act") and, in each
          case, the rules and regulations  promulgated  thereunder applicable to
          the SEC Documents. None of the SEC Documents at the time of filing and
          effectiveness  contained  any untrue  statement of a material  fact or
          omitted to state any material  fact  required to be stated  therein or
          necessary  in order to make the  statements  therein,  in light of the
          circumstances  under which they were made, not  misleading,  except to
          the extent such statements  have been amended,  modified or superseded
          by later SEC  Documents.  The  consolidated  financial  statements  of
          Holdings  included in the SEC  Documents  complied with as to form, in
          all material respects, with applicable accounting requirements and the
          published  rules  and  regulations  of  the  Securities  and  Exchange
          Commission with respect thereto, have been prepared in accordance with
          Generally Accepted Accounting Principles ("GAAP")(except,  in the case
          of unaudited  statements,  as permitted by Form 10-Q promulgated under
          the Exchange Act or as otherwise noted in such statements)  applied on
          a  consistent  basis  during the  periods  involved  (except as may be
          indicated in the notes  thereto) and fairly  presented,  in accordance
          with the applicable  requirements of GAAP, the consolidated  financial
          position  of Holdings  as of the dates  thereof  and the  consolidated
          results  of  operations  and cash  flows for the  periods  then  ended
          (subject in the case of unaudited statements,  to normal and recurring
          year-end  audit  adjustments  which were not or are not expected to be
          material in amount).

     5A.7 Absence of Certain  Changes or Events.  Except as disclosed in the SEC
          Documents  filed with the SEC prior to the date hereof and except with
          respect to Holdings'  second tier subsidiary The Resident Club,  Inc.,
          since the date of the most recent financial statements included in the
          SEC Documents  (the  "Financial  Statement  Date") to the date of this
          Agreement,  there  has not  been  (i) any  change  that  would  have a
          material adverse effect on Holdings (a "Material Adverse Change"), nor
          has there been any occurrence or circumstance that with the passage of
          time would  reasonably  be  expected  to result in a Material  Adverse
          Change,  (ii)  any  split,  combination  or  reclassification  of  any
          Holdings capital stock or a stock dividend with respect thereto, (iii)
          any damage,  destruction or loss, whether or not covered by insurance,
          that has or would  have or is  reasonably  likely  to have a  material
          adverse effect, or (iv) any change in accounting  methods,  principles
          or practices by  Holdings,  except  insofar as required by a change in
          GAAP.

     5A.8 Subsidiary. Purchaser is a wholly owned subsidiary of Holdings.

6.   COVENANTS OF THE PARTIES.


     6.1  Operation  of  Business.  During  the  period  from  the  date of this
          Agreement and the later of the  termination  of this  Agreement or the
          expiration  of the  Transition  Period (as  defined in the  Transition
          Services Provisions of the Exhibit 3.6), Seller covenants to Purchaser
          that it will  operate its  business  with respect to the Assets in the
          usual, regular and ordinary manner; and, to the extent consistent with
          such  operation,  use its  reasonable  best  efforts to  preserve  its
          present  business  relationships,  including those with the Customers,
          its  employees,  and the  Property  Owner;  and  conduct  business  in
          compliance with all applicable laws and regulations. During the period
          from the Closing Date until the expiration of the  Transition  Period,
          Seller covenants that it will abide by all of the terms and conditions
          of the transition services provisions specified in Exhibit 3.6. Seller
          will not enter into any  transaction  or take any action  which  would
          result  in  any  of  the  representations  and  warranties  of  Seller
          contained  in this  Agreement  not being true and correct at and as of
          (i)  the  time  immediately  after  such  action  or  transaction  was
          undertaken  or  entered  into with the same force and effect as though
          made on such date, and (ii) the Closing Date,  with the same force and
          effect as though made on such date.

     6.2  Right of Entry Agreements,  Consents,  and SNDAs. Seller will give all
          notices,  and will use its  commercially  reasonable  best  efforts to
          obtain all fully  executed  Right of Entry  Agreements  and  consents,
          necessary  under  all Right of Entry  Agreements  and  Selected  Other
          Contracts to assign such Right of Entry  Agreements and Selected Other
          Contracts  to  Purchaser.  Seller  shall  also  use  its  commercially
          reasonable  best  efforts  to obtain  SNDAs from all  persons  holding
          ("Mortgagees")   a  mortgage  or  deed  of  trust  lien   against  the
          Properties;  Seller and Simpson

                                       10

<PAGE>

          Housing  shall  exercise such efforts to obtain the SNDAs prior to the
          end of the  Inspection  Period.  The SNDAs must contain  provisions in
          which each Mortgagee agrees that (a) its liens do not cover any of the
          Assets, and (b) if such Mortgagee forecloses on the Property,  it will
          recognize and agree to be bound by the Right of Entry Agreements.

     6.3  Access to Properties and Records; Confidentiality.

          (a)  During the period from the date of this  Agreement to the earlier
               of the Closing Date or the termination of this Agreement,  Seller
               will  permit  Purchaser  reasonable  access  to its  Assets,  and
               employees,  Property  owners,  Customers,  suppliers,  and others
               connected  with the  operation of the Systems;  and will disclose
               and make  available  to Purchaser  all books,  papers and records
               relating  to the  Assets.  Seller will not be required to provide
               access to or disclose information where such access or disclosure
               would jeopardize the attorney-client privilege of Seller or would
               contravene any law, rule, regulation,  order, judgment, decree or
               binding  agreement  entered  into prior to the date  hereof.  The
               parties will make appropriate substitute disclosure  arrangements
               under  circumstances  in which the  restrictions of the preceding
               sentence apply.  Notwithstanding the foregoing,  Seller agrees to
               provide Purchaser with reasonable access to reasonably  requested
               information  regarding the Assets in Seller's files,  for one (1)
               year  following  the Closing  Date,  to assist  Purchaser  in the
               transition of the Assets to Purchaser.

          (b)  All information  furnished by Seller to Purchaser with respect to
               any Asset pursuant to, or in the negotiation in connection  with,
               this  Agreement  will be treated as the sole  property  of Seller
               until  Closing and, if Closing does not occur,  Purchaser and its
               agents and advisers  will return to Seller all documents or other
               materials   containing,   reflecting   or   referring   to   such
               information,  will keep  confidential  (subject to applicable law
               that  might  otherwise  require  or  mandate  disclosure  of such
               information)  all  such  information  and will  not  directly  or
               indirectly  use such  information  for any  competitive  or other
               commercial  purpose.  The  obligation  to keep  such  information
               confidential will continue indefinitely.

     6.4  Confidentiality  of  Terms  of  Agreement.   After  the  execution  of
          Agreement,  Purchaser and Seller will maintain the  confidentiality of
          the  terms  of  this  Agreement.  No  such  party  will,  except  on a
          need-to-know   basis  or  as   required   by  law,   court   order  or
          administrative   order,   disclose  the  terms  of  the   transactions
          contemplated by this Agreement to any person or entity.  The foregoing
          does not  preclude  such parties  from  informing  any other person or
          entity of the fact that the  Systems,  the Right of Entry  Agreements,
          the Selected Other  Contracts and other Assets relating to the Systems
          will  be or  have  been  transferred  to  Purchaser,  so  long as such
          communication  does not disclose  any further  details  regarding  the
          transaction;  and further  provided,  the foregoing  does not preclude
          such parties from informing  Simpson Housing and the Mortgagees of the
          terms of the Right of Entry Agreements and the terms necessary for the
          SNDAs.  Any press release to be disclosed to the public  regarding the
          terms of this Agreement or which otherwise  includes the other party's
          name,  shall be reviewed by and agreed upon by both parties in writing
          prior to release,  such  agreement  not to be  unreasonably  withheld,
          conditioned or delayed.


     6.5  Use of Trade Name.  For a period of 150 days after the  Closing  Date,
          Purchaser  may continue (but only to the extent  reasonably  necessary
          and consistent with the Transition  Services Provisions of the Exhibit
          3.6) to operate the Systems using the trade names  currently used with
          respect to the operations and all  derivations  and  abbreviations  of
          such names and related trade names and marks in use in the  operations
          on the Closing Date,  such use to be in a manner  consistent  with the
          way in which  Seller  had used the  marks.  Within  150 days after the
          Closing Date (unless  extended by Seller),  Purchaser will discontinue
          using and will dispose of all items of stationery,  business cards and
          literature bearing such names or marks. Notwithstanding the foregoing,
          Purchaser will not be required to remove or discontinue using any such
          name or mark  that is  affixed  to items of  fixed  assets,  including
          assets in or to be used in customer homes or properties or in premises
          from which


                                       11

<PAGE>

          Seller provides service, or as are used in similar fashion making such
          removal or discontinuation impracticable for Purchaser.

     6.6  Satisfaction   of  Conditions.   After  execution  of  this  Agreement
          Purchaser  and  Seller  shall each use their  commercially  reasonable
          efforts to  fulfill  their  respective  obligations  pursuant  to this
          Agreement.

     6.7  Employees. Seller and Purchaser acknowledge that Purchaser may hire as
          of or after the  Transition  Services Date certain  employees who have
          been  employed  by Seller and have been  working  with the Systems and
          operations.  However, Purchaser does not have any obligation to do so.
          In the event the Closing does not occur  pursuant to the terms of this
          Agreement,  Purchaser  shall not hire or attempt to hire any employees
          of Seller.

     6.8  Lock-up.  Seller  hereby  covenants  and  agrees  with  Purchaser  and
          Holdings that during the period  between the Closing Date and the date
          the registration  statement to be filed pursuant to Section 1.1 of the
          Registration   Rights  Agreement  becomes  effective   (provided  such
          registration  statement is filed within 120 days of the Closing  Date,
          or if such  registration  statement is not filed within such 120 days,
          ending 120 days following the Closing Date), shall not sell, transfer,
          assign or  otherwise  dispose  of the  Shares to any  person or entity
          other than a person or entity that, directly or indirectly through one
          or more intermediaries, controls Seller is controlled by Seller, or is
          under common control with Seller, without the prior written consent of
          Holdings,  which consent Holdings shall be entitled to withhold in its
          sole and absolute discretion.

     6.9  Payment of Certain  Expenses and Taxes.  Except as otherwise  provided
          herein,  each  party  will be liable  for its own  costs and  expenses
          incurred in connection with the negotiation, preparation, execution or
          performance of this Agreement and with the  transactions  contemplated
          hereby  including,  without  limitation,  all fees of  legal  counsel,
          auditors and financial  advisors.  The Purchase Price includes (i) all
          real estate  transfer taxes,  recording fees,  filing fees and similar
          taxes  or  fees,  if any,  in  connection  with  the  transfer  of any
          interests in real  property to Purchaser,  and (ii) all use,  transfer
          and sales taxes and similar taxes, if any, in connection with the sale
          of the Assets.  Seller shall pay to the appropriate  taxing  authority
          (i) all real estate  transfer taxes,  recording fees,  filing fees and
          similar taxes or fees, if any, in connection  with the transfer of any
          interests in real  property to Purchaser,  and (ii) all use,  transfer
          and sales taxes and similar taxes, if any, in connection with the sale
          of the Assets.

     6.10 Option Agreement. At the Closing,  Simpson Housing and Purchaser shall
          enter into the form of the Option Agreement attached hereto as Exhibit
          3.2(e).

     6.11 Nonsolicitation  of Seller  and  Holdings  Employees.  For a period of
          three (3) years following the Closing Date, Seller agrees that it will
          not induce or  attempt to  persuade  any  current or future  employee,
          agent,  manager,   officer,   consultant,   or  other  participant  in
          Purchaser's  or Holdings'  business to terminate  such  employment  or
          other  relationship  in  order to enter  into  any  relationship  with
          Seller, any business organization in which the Seller is a participant
          in any capacity  whatsoever,  or any other  business  organization  in
          competition with Purchaser or Holdings.

7.   CLOSING CONDITIONS.

     7.1  Conditions to the Obligations of Purchaser  Under This Agreement.  The
          obligations  of  Purchaser  under this  Agreement  with respect to the
          Assets are  subject to the  satisfaction,  at or prior to the  Closing
          Date,  of the  following  conditions,  any one or more of which may be
          waived by Purchaser:

          (a)  Each of the  obligations  and covenants of Seller  required to be
               performed  or  complied  with at or  prior  to the  Closing  Date
               pursuant to the terms of this  Agreement  are duly  performed and
               complied with in all material respects.


                                       12

<PAGE>

          (b)  The  representations  and warranties of Seller  contained in this
               Agreement are true and correct in all material respects as of the
               date of this  Agreement,  and  will be true  and  correct  in all
               material respects as of the Closing Date as though made at and as
               of the Closing Date, except as to any  representation or warranty
               that specifically relates to an earlier date.

          (c)  Seller will have given all  notices,  obtained  all  consents and
               taken  all  other  action  necessary  under  all  Right  of Entry
               Agreements and Selected  Other  Contracts to assign such Right of
               Entry  Agreements and Selected Other  Contracts to Purchaser free
               and clear of all Liens.  Without  limiting the foregoing,  Seller
               will have  obtained  an  executed  Consent in the form of Exhibit
               7.1(c) with respect to all the Right of Entry Agreements.

          (d)  Purchaser  will  have  obtained  fully  executed  Right  of Entry
               Agreements in a form  substantially  similar to the form attached
               hereto as Exhibit 3.2(f) from all of the owners on the Properties
               and as more particularly identified on Schedule 4.7.

          (e)  Seller will have executed and delivered (or caused to be executed
               and  delivered  in cases in which  the  documents  include  third
               parties) to Purchaser all of the Seller Closing Deliverables.

          (f)  Simpson  Housing  shall have  executed and delivered to Purchaser
               the Option Agreement.

     7.2  Conditions  to the  Obligations  of Seller Under This  Agreement.  The
          obligations  of Seller under this Agreement with respect to the Assets
          are subject to the  satisfaction,  at or prior to the Closing Date, of
          the  following  conditions,  any one or more of which may be waived by
          Seller:

          (a)  Each of the obligations and covenants of Purchaser required to be
               performed  or  complied  with at or  prior  to the  Closing  Date
               pursuant  to the  terms of this  Agreement  will  have  been duly
               performed and complied with in all material respects.

          (b)  The representations and warranties of Purchaser contained in this
               Agreement are true and correct in all material respects as of the
               date of this  Agreement,  and  will be true  and  correct  in all
               material respects as of the Closing Date as though made at and as
               of the Closing Date, except as to any  representation or warranty
               which specifically relates to an earlier date.

          (c)  Purchaser  shall  have  executed  and  delivered  to  Seller  the
               Purchaser Closing Deliverables.


     7.3  Condition to Each Party's  Obligations.  The obligations of each party
          under this  Agreement are subject to the  fulfillment,  at or prior to
          Closing, of the following conditions (unless waived in writing by both
          parties):  No  claims,  action,  suit,  investigation,  injunction  or
          proceeding  is pending  against  either of the Purchaser or Seller for
          the  purpose  of  enjoining  or  preventing  the  consummation  of the
          transactions contemplated in this Agreement or otherwise claiming that
          either  this  Agreement  or  the   consummation  of  the  transactions
          contemplated in this Agreement are illegal.

8.   INDEMNIFICATION.

     Each party hereto will defend,  indemnify and hold harmless the other party
and any  person  claiming  by or  through  them or any of their  successors  and
assigns  (each an  "Indemnitee")  from,  against  and in  respect of any and all
costs,  losses,  claims,  liabilities,  fines,  penalties,  damages and expenses
(including,  without limitation,  court costs, reasonable fees and disbursements
of counsel with or without suit and on appeal) incurred by the Indemnitee which,
in the aggregate exceed $25,000, in connection with:



                                       13

<PAGE>

     8.1  any breach of (i) any of the  representations  and  warranties  of the
          indemnifying  party  or (ii) any  covenant  or  agreement  made by the
          indemnifying party in this Agreement;

     8.2  with respect to a Seller Indemnitee, obligations specifically incurred
          by  Purchaser  with  respect  to any Asset and which  arise  after the
          Closing Date, and with respect to a Purchaser Indemnitee,  any alleged
          or asserted  debt,  obligation,  liability or commitment of Seller not
          expressly assumed by Purchaser hereunder; and

     8.3  any action, suit, proceeding,  compromise,  settlement,  assessment or
          judgment arising out of or incident to any of the matters  indemnified
          against in this Section 8.

9.   GENERAL.

     9.1  Right to Terminate.  Notwithstanding  anything to the contrary in this
          Agreement,  this  Agreement  may be  terminated  and the  transactions
          contemplated in this Agreement  abandoned at any time prior to Closing
          as follows:

          (a)  Mutual  Consent.  By mutual  written  consent  of  Purchaser  and
               Seller;

          (b)  Court  Order.  By either  Seller or Purchaser if a court order or
               governmental  agency  of  competent  jurisdiction  has  issued an
               order, decree, or ruling permanently  restraining,  enjoining, or
               otherwise  prohibiting  the  transactions  contemplated  by  this
               Agreement,  and such order,  decree,  ruling, or other action has
               become final and non-appealable;

          (c)  Breach by Purchaser.  By Seller, (i) if Purchaser breaches any of
               its  representations  or warranties in any material  respect,  or
               (ii) if Purchaser  fails to comply in any  material  respect with
               any of its  covenants or agreements  contained in this  Agreement
               and such breach  remains  uncured 10 days after written notice of
               same;  in which event Seller shall be entitled to retain the paid
               Earnest Money as  liquidated  damages as Seller's sole remedy and
               recourse against Purchaser.  If Purchaser breaches this Agreement
               by not paying  Seller  the  Earnest  Money  within the time frame
               specified  in this  Agreement  or within any  mutually  agreed to
               extension for the payment thereof,  then Seller may terminate the
               transaction  contemplated in this Agreement  without  recourse by
               either party hereto; or

          (d)  Breach by Seller. By Purchaser, (i) if Seller breaches any of its
               representations or warranties in any material respect, or (ii) if
               Seller  fails to comply in any  material  respect with any of its
               covenants  or  agreements  contained in this  Agreement  and such
               failure  remains uncured 10 days after written notice of same; in
               which event  Purchaser  shall be entitled to a refund of the paid
               Earnest Money and all such other remedies as applicable law shall
               permit.

     9.2  Survival   of   Representations   and   Warranties.   Representations,
          warranties,  covenants (as specified in this  Agreement),  indemnities
          and agreements stated in this Agreement, the Disclosure Schedules, any
          other  written  representation  and in  any  ancillary  document  with
          respect to any Asset will  survive  Closing  for a period of  eighteen
          months following the Closing Date.

     9.3  Severability.  Any provisions of this  Agreement  which are invalid or
          unenforceable  will be ineffective to the extent of such invalidity or
          unenforceability  without invalidating or rendering  unenforceable the
          remaining provision hereof.

     9.4  Further  Assurances.  Each  party  to this  Agreement  will  take  all
          actions,  subject to the terms and conditions of this Agreement,  that
          are  reasonably  necessary  or  desirable to carry out the purposes of
          this Agreement, including actions after Closing.


                                       14

<PAGE>


     9.5  Notices.   All   notices,   requests,   claims,   demands   or   other
          communications  hereunder  must be in  writing  and  must be  given by
          delivery in person,  by registered or certified mail (postage  prepaid
          and return receipt requested) to the respective parties as follows:

                           (a)     If to Seller, to:
                                    Marc Pinto
                                    Simpson Housing Limited Partnership
                                    3201 South Tamarac Drive, Suite 200
                                    Denver, Colorado 80231

                                    With a copy to:
                                    Simpson Housing Limited Partnership
                                    ATTN: Tom Walsh
                                    5307 East Mockingbird Lane, Suite 650
                                    Dallas, Texas 75206

                           (b)     If to Purchaser, to:
                                    Donald Barlow, President and COO
                                    USOL, Inc.
                                    10300 Metric Blvd.
                                    Austin, Texas 78758

                                    With a copy to:
                                    Brent Stahl
                                    Stahl, Martens & Bernal, L.L.P.
                                    7320 N. MoPac, Suite 211
                                    Austin, Texas 78731

                           (c)     If to Holdings, to:
                                    Donald Barlow, President and COO
                                    USOL Holdings, Inc.
                                    10300 Metric Blvd.
                                    Austin, Texas 78758

                           (d)     If to Simpson Housing, to:
                                    Marc Pinto
                                    Simpson Housing Limited Partnership
                                    3201 South Tamarac Drive, Suite 200
                                    Denver, CO 80231

                  or such other  address as is furnished in writing by any party
                  to the other party in accordance herewith, except that notices
                  of change of address is only effective upon receipt.

     9.6  Parties in Interest;  Assignment.  This Agreement will be binding upon
          and  will  inure  to the  benefit  of the  parties  hereto  and  their
          respective  successors and permitted  assigns.  Neither this Agreement
          nor any of the  rights,  interests  or  obligations  hereunder  may be
          assigned by either  party.  Nothing in this  Agreement  is intended to
          confer, expressly or by implication,  upon any other person any rights
          or remedies under or by reason of this Agreement.

     9.7  Entire Agreement;  Amendment.  This Agreement  (including the Exhibits
          and Schedules  attached  hereto)  constitutes the entire agreement and
          supersedes all prior agreements and understandings,  oral and written,
          between the parties  hereto with respect to the subject  matter hereof
          and may not be  amended,  modified or  terminated  unless in a written
          instrument executed by the party or parties sought to be bound.

     9.8  Intentionally Deleted.


                                       15


<PAGE>



     9.9  Governing Law. This Agreement, in all respects,  including all matters
          of construction,  validity and performance, is governed by the laws of
          the state of Texas.

     9.10 Venue.  Any  dispute  arising  regarding  the  subject  matter of this
          Agreement  shall be brought solely within the courts of Travis County,
          state of Texas,  unless the  federal  jurisdiction  applies,  in which
          instance  such dispute shall be brought  within the federal  courts of
          the Western District of Texas, Austin, Texas division.

     9.11 Counterparts.   This   Agreement  may  be  executed  in  one  or  more
          counterparts,  all of  which  will be  considered  one  and  the  same
          agreement,  and each of which  will be deemed an  original.  Facsimile
          signatures  executing  this  Agreement  are  acceptable by all parties
          hereto.

     [ remainder of this page intentionally blank - signature page follows ]



                                       16

<PAGE>


     Executed to be effective as of the Effective Date.


         SELLER:             GREAT WEST SERVICES, LTD.,
                             a Colorado limited partnership

                             By:      QRS Communications, LLC,
                                      a Colorado limited liability company,
                                      General Partner

                             By: _____________________________________
                                 Name:   Marc Pinto
                                 Title:  General Manager

         SIMPSON HOUSING:    Simpson Housing Limited Partnership
                             A Colorado limited partnership

                             By: Paloma LLC
                             its general partner


                             By:________________________________________
                                     Name:______________________________
                                     Title:_____________________________
               (Simpson  Housing is executing this Agreement solely for purposes
               of  confirming  its  agreement to the  following  portions of the
               Agreement:  Sections 4A, 6.11 and 7.1(f);  Exhibits 2.1,  3.2(b),
               3.2(e),  3.2(f),  3.4, 3.6 and 7.1(c); and Schedules 1.2, 4.7 and
               4.7(b))



         PURCHASER:          USOL, INC.
                             A Delaware corporation

                             By:  _____________________________________
                                       Robert G. Solomon, CEO


         HOLDINGS:           USOL HOLDINGS, INC.
                             An Oregon corporation

                             By:  _____________________________________
                                       Robert G. Solomon, CEO
               (Holdings  is  executing  this  Agreement  solely for purposes of
               confirming  its  agreement  to  the  following  portions  of  the
               Agreement:  Sections  2.1,  2.4,  5A, 6.9 and 6.12;  and Exhibits
               3.2(g) and 3.3(d))



                                       17

<PAGE>

<TABLE>
<CAPTION>




Exhibits:                                                   Schedules:
<S>                   <C>                                   <C>                 <C>
Exhibit 2.1           Transfer Account                      Schedule 1.2        Description of all Assets (Excluding
                                                                                only the Right of Entry Agreements and
                                                                                Other Contracts which are specified on
                                                                                Schedule 4.7)
Exhibit 3.2 (a)       Bill of Sale                          Schedule 4.4(a)     Governmental Permits, Registration,
                                                                                Authorizations and Approval
                                                                                Requirements
Exhibit 3.2 (b)       Assignment and Assumption of          Schedule 4.4(b)     Seller Material Violations
                      Agreements (Right of Entry
                      Agreements and Selected Other
                      Contracts)
Exhibit 3.2 (e)       Option Agreement                      Schedule 4.7        List of all Right of Entry Agreements,
                                                                                Other Contracts and locations of all
                                                                                Properties
Exhibit 3.2 (f)       Right of Entry Agreement Forms        Schedule 4.7(b)     Liens, Encumbrances and Required Third
                                                                                Party Consents
Exhibit 3.2 (g)       Lock-Up Agreement                     Schedule 4.9        Exceptions  to  Litigation,  Taxes  and
                                                                                Disclosure Matters
Exhibit 3.3(d)        Registration Rights Agreement         Schedule 4.10       Financial Information
Exhibit 3.5           Escrow Agreement
Exhibit 3.6           Transition Services Provisions
Exhibit 7.1 (c)       Form of Consent

</TABLE>

                                       18


<PAGE>


                                   Exhibit 2.1
                                  -------------

                            *[Intentionally Omitted]













*Confidential  Treatment Requested.  Confidential portions of this document have
been redacted and filed separately with the Commission.


                                       19
<PAGE>




                                 Exhibit 3.2(a)
                                ----------------

                                  BILL OF SALE

     ("Seller"),  for good and valuable consideration given pursuant to an Asset
Purchase  Agreement dated  __________________,  2001 (the "Purchase  Agreement")
between Great West Services, Ltd., Colorado limited partnership ("Seller"),  and
USOL, Inc., a Delaware corporation ("Purchaser"), the receipt and sufficiency of
which consideration is hereby acknowledged,  does hereby sell, assign,  transfer
and set over to Purchaser good and indefeasible right, title and interest in and
to the Systems and the Equipment (as defined in the Purchase Agreement) (as more
particularly  described on Annex A attached  hereto and made a part hereof) free
and clear of all liens and encumbrances.


Date:    ______________________________, 2001.

SELLER:                           Great West Services, Ltd., d/b/a Simcom
                                  By:      QRS Communications, LLC,
                                           a Colorado limited liability company,
                                                     General Partner

                                           By: _________________________________
                                                     Name:   Marc Pinto
                                                     Title:  General Manager


                     [ attach acknowledgement of signature ]



                                       20
<PAGE>


                             Annex A to Bill of Sale

                 [Attach an itemized list of all of the Assets
                        (including all Equipment, Systems
                     and Property locations) other than the
                        Right of Entry Agreements and the
                           Selected Other Contracts]





                                       21
<PAGE>


                                 Exhibit 3.2(b)
                                 --------------

        ASSIGNMENT AND ASSUMPTION OF AGREEMENT (RIGHT OF ENTRY AGREEMENTS
                          AND SELECTED OTHER CONTRACTS)

THIS GENERAL ASSIGNMENT (this "Assignment") is made as of _______________, 2001,
by and  between  GREAT  WEST  SERVICES,  LTD.,  a Colorado  limited  partnership
("Assignor"), and USOL, INC., a Delaware Corporation ("Assignee").

                                    Recitals

This Assignment is made with respect to the following facts:

     A. Assignor has this date conveyed to Assignee the assets  described in the
Agreement attached hereto (the "Assets").

     B. In  connection  with its  conveyance  of the Real  Property to Assignee,
Assignor has agreed to assign to Assignee good and marketable  right,  title and
interest in and to certain  property and contract  rights and other matters more
fully described below.

                                   Assignment

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

     1.   Assignment.  Assignor hereby transfers, grants, conveys and assigns to
          Assignee good and indefeasible right, title and interest in and to the
          following:

          (a)  The Right of Entry  Agreements  more  particularly  identified on
               Annex A attached hereto (the "Service Agreements");

          (b)  Any  and  all  unexpired  warranties,   guaranties  and  sureties
               relating to the Assets, to the extent the same are assignable;

          (c)  Any and all  governmental  permits,  licenses,  certificates  and
               authorizations,  relating to the use or  operation of the Assets,
               to the  extent  that they are  assignable  and only to the extent
               that they relate to the Assets;

          (d)  Any and all other rights,  privileges and appurtenances  owned by
               Assignor  and in any way related to, or used in  connection  with
               the  operation of the Assets to the maximum  extent  permitted by
               applicable law.

          (e)  Any  Selected  Other  Contracts to the extent  assignable  and to
               maximum  extent  permitted by  applicable  law more  particularly
               described on Annex B attached hereto.

     2.   Indemnity by Assignor.  Assignor agrees to indemnify,  defend and hold
          harmless  Assignee  from  and  against  any and all  claims,  damages,
          liabilities,   losses,   costs  and   expenses   (including,   without
          limitation,  reasonable attorneys' fees and expenses) asserted against
          or suffered  or  incurred by Assignee as a result of or in  connection
          with any  liabilities  or  obligations  under the  Service  Agreements
          relating to periods prior to the date hereof.

     3.   Assumption.  Assignee  hereby assumes all liability and obligations of
          Assignor under the Service Agreements which relate to the periods from
          and after the date  hereof and agrees to perform  all  obligations  of
          Assignor  under the Service  Agreements  which are to be  performed or
          which become due on or after the date hereof.


                                       22


<PAGE>



     4.   Indemnity by Assignee.  Assignee agrees to indemnify,  defend and hold
          harmless  Assignor  from  and  against  any and all  claims,  damages,
          liabilities,   losses,   costs  and   expenses   (including,   without
          limitation,  reasonable attorneys' fees and expenses) asserted against
          or suffered  or  incurred by Assignor as a result of or in  connection
          with any  liabilities  or  obligations  under the  Service  Agreements
          relating to periods from and after the date hereof.

     5.   Successors  and  Assigns.  This  Assignment  shall be binding upon and
          inure  to  the  benefit  of the  parties'  respective  successors  and
          assigns.

     6.   Counterparts. This Assignment may be executed in counterparts, each of
          which  shall be  deemed a  duplicate  original.  Facsimile  signatures
          executing this Assignment are acceptable by all parties hereto.

IN WITNESS  WHEREOF,  the parties have executed  this  Assignment as of the date
first set forth above.


                                   ASSIGNOR:

                                   GREAT WEST SERVICES, LTD., a Colorado limited
                                   partnership


                                   By:    QRS Communications, LLC, A Colorado
                                          limited liability company, General
                                          Partner




                                          By:
                                             -----------------------------------
                                          Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------

                                   ASSIGNEE:

                                   USOL, INC., a Delaware Corporation




                                   By:
                                      ------------------------------------------
                                   Name:
                                        ----------------------------------------
                                   Title:
                                         ---------------------------------------

                                       23
<PAGE>


                                     Annex A
                                To Exhibit 3.2(b)


























                                       24
<PAGE>



                                     Annex B
                                To Exhibit 3.2(b)


                                       25
<PAGE>



                                 Exhibit 3.2(e)
                                 --------------

                                OPTION AGREEMENT

     This  Option  Agreement  (the  "Agreement")  dated , 2001  (the  "Effective
Date"), by and between SIMPSON HOUSING LIMITED  PARTNERSHIP,  a Colorado limited
partnership ("Owner"), and USOL, INC., a Delaware corporation ("Purchaser").

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS,  Owner and Purchaser have entered into that certain Asset Purchase
Agreement of even date  herewith  Owner has sold to Purchaser  and Purchaser has
purchased from Owner certain assets of Owner as set forth therein; and

     WHEREAS,  Owner agrees to grant  Purchase a right of first offer to provide
telephone,  cable  television and internet  services to certain  properties that
Owner may hereafter acquire or otherwise requires such services.

     NOW,  THEREFORE,  in consideration of the mutual promises hereunder and for
other good and  valuable  consideration,  the receipt and legal  sufficiency  of
which is hereby acknowledged, the Owner and Purchaser hereby agree as follows:

     1. Option. If, at any time during the period that is two (2) years from the
Effective Date, either:

          (a) Owner  acquires  any  residential  property  located in  Colorado,
     Oregon or Texas which is not subject to existing agreements for one or more
     of the Services; or

          (b) a  contract  for the  provision  of any of the  Telecommunications
     Services,  Video Services or Internet  Services (as defined in Section 2 of
     this  Agreement)  is  terminated  at any  residential  property  located in
     Colorado, Oregon or Texas that is currently owned by Owner.

then,  except  as  otherwise  provided  herein,  Purchaser  will have a one time
initial right to provide the applicable Services to said property prior to Owner
soliciting the provision of such Services from , or negotiating  with, any other
services provider for that property.  Owner must first offer Purchaser the right
to provide the applicable  Services by giving a written notice (the "Notice") to
Purchaser.  Within  thirty  (30) days from  Purchaser's  receipt of the  Notice,
Purchaser  will  submit  to Owner an  agreement  ("Agreement")  to  provide  the
applicable  Service to the  property  executed by  Purchaser in one of the forms
attached  hereto as an Exhibit.  The  Agreement for  Telecommunication  Services
shall be in the from attached  hereto as Exhibit "A" and the Agreement for Video
and Internet  Services  shall be in the form attached  hereto as Exhibit "B". In
addition to the  foregoing,  and as a condition  to the  obligation  of Owner to
execute the applicable Service agreement,  Purchaser shall pay Owner the amounts
per apartment  unit in the property  which is the subject of the Notice for each
Service as follows ("Key Fees"):

         Video and Internet Services                               $100.00
         Video, Telecommunications and Internet Services           $150.00

     USOL's total capital  investment  (i.e.  Key Fees and  construction  costs)
shall not exceed  $600.00 per Video  passing  and $500.00 per  Telecommunication
passing ("Cost Limits");  if USOL's total capital investment on a given property
will exceed the Cost Limits ("Excess Property"),  the Key Fees for such property
shall be reduced by the amount necessary to cause such total capital  investment
not to exceed the Cost Limits.  If the reduction in the Key Fees is insufficient
to cause USOL's total capital  investment on the Excess Property to be less than
the Cost Limits and USOL still wishes to provide Services to such property, USOL
may elect (a) to bear the  excess  costs  above the Cost  Limits  and  submit an
Agreement  to Owner  (within 30 days of  receiving  the  Notice)  that  contains
provisions  in which USOL agrees to bear such excess costs or (b) request  Owner
to bear the excess costs above the Cost Limits and, if Owner agrees,  change the
Agreement  accordingly to be evidenced only by Owner's written consent within 30
days of USOL's  receipt of the Notice.  In the event that USOL's  total  capital
investment on an


                                       26

<PAGE>

Excess  Property  will  exceed the Cost  Limits and  neither  (a) nor (b) in the
preceeding sentence has occurred within 30 days of USOL's receipt of the Notice,
USOL's  rights  under this  Agreement  will cease  with  respect to such  Excess
Property.

In the event  Purchaser  shall fail to submit an  Agreement  for the  applicable
Service within thirty (30) days from the Notice, Purchaser shall have no further
right with  respect to the  applicable  Service on the  property  covered by the
Notice;  and Owner shall be free to seek the provision of the applicable Service
for the property from other third parties.

     Notwithstanding anything else to the contrary contained herein, Owner shall
have no obligation to obtain any Service from Purchaser unless:

          (a) In the event that Purchaser, in the reasonable judgement of Owner,
     has  provided a poor level of service to the  majority of the then  current
     properties under agreement with Owner,  then Purchaser's  rights under this
     Agreement  will be  suspended  until such time as  Purchaser  corrects  the
     reported deficiencies to Owner's reasonable satisfaction. Owner will notify
     Purchaser in writing of any  performance  or service  level issues that may
     impact Purchaser's rights under this Agreement.

          (b)  Purchaser  agrees  to  use  the  latest  commercially   available
     technology,  similar to the  technology  deployed by like kind operators on
     comparable  projects  within  20  miles of the  property,  to  provide  the
     applicable Service to the property which is the subject of the Notice.

     2. Services.

          (a)   "Telecommunications   Services"   shall   mean   telephone   and
     communication services including two-way voice or data service,  conference
     calling,  call waiting,  call forwarding,  speed dialing,  internet access,
     paging, information services, audio on demand and other similar services;

          (b)  "Video  Services"  shall  mean  multi-channel   video  and  audio
     programming,   including  cable   television   services,   satellite  mater
     intellivision,  L-Band and  digital  conversion,  direct  feed from a local
     franchise  cable  provider  or  video  delivery  provider,   multi-channel,
     multi-point  distribution  service,  direct broadcast satellite,  telephone
     company  provided video  programming  delivery  services,  video on demand,
     pay-per-view  programming and music or other audio programming delivered to
     a television; and

          (c)  "Internet   Services"  shall  mean  computer  services  including
     internet access,  internet mail,  internet news groups,  internet worldwide
     web  services,   multi-media   services,   membership   services  for  user
     authentication and personalization services for customizing content.

          (d) "Services"  shall mean  collectively  Telecommunication  Services,
     Video Services and Internet Services.

     3. Confidentiality.  Purchaser covenants that it will keep confidential any
information  concerning  Owner's business and affairs that Purchaser may receive
pursuant to this  Agreement  and will not disclose any such  information  to the
public;  provided,  however,  Purchaser  may  disclose  such  information  as is
necessary in litigation  between Owner and Purchaser or as otherwise required by
law.

     4. Notices. All notices,  requests, claims, demands or other communications
hereunder  must be in  writing  and must be  given by  delivery  in  person,  by
registered or certified mail (postage  prepaid and return receipt  requested) to
the respective parties as follows:

          (a) If to Owner, to:

                                       27


<PAGE>




                  Marc Pinto
                  Simpson Housing Limited Partnership
                  3201 South Tamarac Drive, Suite 200
                  Denver, Colorado 80231

                  With a copy to:

                  Simpson Housing Limited Partnership
                  Attn:  Tom Walsh
                  5307 East Mockingbird Lane, Suite 650
                  Dallas, Texas 75206



          (b) If to Purchaser, to:

                  Donald Barlow
                  USOL, Inc.
                  10300 Metric Blvd.
                  Austin, Texas 78758

                  With a copy to:

                  Brent Stahl
                  Stahl, Martens & Bernal, L.L.P.
                  7320 N. Mopac, Suite 211
                  Austin, Texas 78731

or such  other  address  as is  furnished  by any  party to the  other  party in
accordance herewith,  except that notices of change of address is only effective
upon receipt.

     5. Governing Law. This agreement  shall be governed and construed under the
laws of the State of Texas.

     6. No Other  Agreements.  Except as  expressly  set forth herein and in the
Asset Purchase Agreement, there are no other agreements, either oral or written,
between the parties with respect to the subject matter contained herein.

     7. No Oral  Modification.  This  Agreement may not be modified,  amended or
waived except by an instrument in writing signed by both parties hereto.

     8.  Assignment.  Purchaser may not assign or transfer this Agreement to any
entity that is not an  Affiliate  (as defined  below) of  Purchaser  without the
written consent of the Owner,  which consent will not be unreasonably  withheld;
except that, upon written notice to the Owner,  Purchase may, without  obtaining
Owner's  prior  consent,  assign this  Agreement  to an entity or company  which
controls,   is  controlled  by,  or  is  under  common  control  with  Purchaser
("Affiliate").  Purchaser may also assign this Agreement for security  purposes,
to any entity which provides financing to Purchaser ("Lender").  The Lender will
not be liable for any of the obligations of Purchaser  hereunder,  unless Lender
notifies Owner in writing that it has elected to succeed Purchaser as assignee.

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



                                       28

<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed as of the Effective Date.

                                            OWNER:
                                            -----

                                            Simpson Housing Limited Partnership,
                                            a Colorado limited partnership

                                            By:      Paloma LLC
                                                     its general partner


                                                     By:
                                                        ------------------------
                                                     Name:
                                                          ----------------------
                                                     Title:
                                                           ---------------------

                                            PURCHASER:
                                            ---------

                                            USOL, INC.,
                                            a Delaware corporation


                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------

                                       29



<PAGE>


                                    Exhibit A
                               to Option Agreement


         [attach final form of the Telecommunication Services Agreement]

























                                       30
<PAGE>


                                    Exhibit B
                               to Option Agreement


        [attach final form of the Video and Internet Services Agreement]





































                                       31
<PAGE>


                                 Exhibit 3.2(f)
                                 --------------

                         RIGHT OF ENTRY AGREEMENT FORMS






















                                       32

<PAGE>


                                 Exhibit 3.2(g)
                                 --------------

                                LOCK-UP AGREEMENT

     This  Lock-Up   Agreement  (the  "Agreement")  is  entered  into  effective
_______________ 2001 (the "Effective Date"), by and between Great West Services,
Ltd., a Colorado limited partnership d/b/a SIMCOM ("SIMCOM"), and USOL Holdings,
Inc., an Oregon corporation ("Holdings" or the "Company").

     A.   SIMCOM  and  Holdings  are  parties  to that  certain  Asset  Purchase
          Agreement  dated  _____________,   2001  (the  "Purchase   Agreement")
          pursuant to which a wholly owned  subsidiary of Holdings is purchasing
          substantially  all of the assets of SIMCOM in exchange for  $4,000,000
          in cash and 600,000 shares of Holdings' common stock (the "Shares").

     B.   Exhibit  3.3(d) of the Purchase  Agreement sets forth the agreement of
          the  parties  with  respect to the  registration  of the  Shares  (the
          "Registration Rights Agreement").

     C.   Pursuant to the  provisions of Section 2.4 of the Purchase  Agreement,
          SIMCOM and Holdings are entering into this Agreement pursuant to which
          SIMCOM has agreed to certain restrictions with respect to the transfer
          of the Shares.



     NOW,  THEREFORE,  it is  hereby  agreed  as  follows:  1.  Lock-Up  Period.
Reference is made to the date that is the earlier of (i) the effective date of a
registration  statement  filed by the Company under the  Securities  Act of 1933
registering the Shares,  or (ii) 120 days after the Closing Date of the Purchase
Agreement in the event  Company  exercises  its rights  under  Section 2.7 o the
Registration Rights Agreement (such earlier date being the "Registration  Date")
Except in the case of a Release Event (defined below), SIMCOM shall not, without
the prior written consent of the Company,  which consent may be withheld for any
reason, sell, offer to sell, contract to sell, grant any option for the purchase
of, transfer,  assign, pledge, or otherwise dispose of, or transfer the economic
risk  of  ownership  of  (collectively,  "Transfer")  any  of  the  Shares,  any
securities  of the Company  received as a result of  SIMCOM's  ownership  of the
Shares,  or any securities of the Company into which such Shares are sub-divided
or converted (the "Relevant  Securities")  during the period  beginning with the
Registration Date until the date that is 365 days subsequent to the Registration
Date except in accordance with the follow schedule:


          a.   During the period  beginning on the  Registration  Date until the
               date that is 30 days after the Registration Date, SIMCOM will not
               Transfer more than 100,000 of the Relevant Securities.

          b.   During the period beginning on the date that is 30 days after the
               Registration  Date  until  the  date  that is 90 days  after  the
               Registration   Date,  SIMCOM  will  not  Transfer  more  than  an
               additional  100,000 of the  Relevant  Securities  (200,000 in the
               aggregate).

          c.   During the period beginning on the date that is 90 days after the
               Registration  Date  until  the date  that is 180 days  after  the
               Registration   Date,  SIMCOM  will  not  Transfer  more  than  an
               additional  100,000 of the  Relevant  Securities  (300,000 in the
               aggregate).

          d.   During  the period  beginning  on the date that is 180 days after
               the  Registration  Date until the date that is 270 days after the
               Registration   Date,  SIMCOM  will  not  Transfer  more  than  an
               additional   100,000   Relevant   Securities   (400,000   in  the
               aggregate).

          e.   During  the period  beginning  on the date that is 270 days after
               the  Registration  Date until the date that is 365 days after the
               Registration   Date,  SIMCOM  will  not  transfer  more  than  an
               additional  100,000 of the  Relevant  Securities  (500,000 in the
               aggregate).



                                       33


<PAGE>




          f.   During  the period  beginning  on the date that is 365 days after
               the  Registration  Date until the date that is 450 days after the
               Registration   Date,  SIMCOM  will  not  transfer  more  than  an
               additional  100,000 of the  Relevant  Securities  (600,000 in the
               aggregate).

     Notwithstanding any of the foregoing, SIMCOM may transfer any of the Shares
to any person or entity that SIMCOM directly or indirectly, through one ore more
intermediaries  controls,  is  controlled  by, or is under  common  control with
("Affiliate"),  provided such  Affiliate  agrees to the terms and  conditions of
this Agreement and the  Registration  Rights  Agreement and provided SIMCOM pays
all of Company's costs related to such transfer  (including  without  limitation
its legal costs).

     2.  Stop  Transfer  Instructions.  SIMCOM  consents  to the  entry  of stop
transfer  instructions with the Company's transfer agent against the transfer of
the Relevant  Securities accept in accordance with this Agreement and applicable
securities  laws.  SIMCOM  also  acknowledges  that,  upon  issuance,  the share
certificates  representing the Shares will include  standard  legends  regarding
this Agreement and relevant securities laws.

     3. Release Event. The Lock-Up  Agreement shall terminate if, (i) during any
calendar  month of the  second,  third or  fourth  calendar  quarter  after  the
Registration  Date,  the  average  daily  closing  sale  price of the  Company's
publicly  traded common stock is, for 45 consecutive  trading days preceding the
first day of such calendar month,  greater than or equal to $10.00 per share (as
adjusted  for any stock  splits  or stock  dividends  that may  occur  after the
Effective  Date),  and (ii) the average  daily  trading  volume of the Company's
publicly  traded common stock is, for such 45 day period,  greater than or equal
to 250,000 shares (a "Release Event").

     4. Miscellaneous Clauses.

          a.   Except  with  respect  to the  Transfer  of  Shares  by SIMCOM to
               Affiliates,  this  Agreement  hall not be assignable by any party
               hereto  without the prior written  consent of the other  parties.
               This  Agreement  shall be binding  upon,  and shall  inure to the
               benefit  of,  the  parties  hereto  and their  respective  heirs,
               executors, administrators,  successors and assigns. SIMCOM agrees
               that this agreement is irrevocable  and shall be binding upon its
               legal representatives, successors and assigns.

          b.   This Agreement may be amended only by a written instrument signed
               by each party  hereto.  No  provisions  of this  Agreement may be
               waived  except by an  instrument  in writing  signed by the party
               sought to be bound.

          c.   This Agreement and any amendment hereof may be executed in one or
               more  counterparts  and by each party on a separate  counterpart,
               each of which when executed and  delivered  shall be an original,
               and all of which together shall  constitute  one  instrument.  In
               proving  this  agreement  it shall not be necessary to produce or
               account  for more than one such  counterpart  signed by the party
               against whom enforcement is sought.

          d.   Any  provisions of this  Agreement  shall also be modified to the
               extent  necessary  to equitably  adjust the  parties'  respective
               rights   and   obligations   hereunder.which   are   invalid   or
               unenforceable   will  be   ineffective  to  the  extent  of  such
               invalidity or unenforceability  without invalidating or rendering
               unenforceable the remaining provision hereof.

          e.   This Agreement  constitutes  the entire  agreement and supersedes
               all  prior  agreements  and  understandings,  oral  and  written,
               between the parties  hereto  with  respect to the subject  matter
               hereof and may not be amended, modified or terminated unless in a
               written instrument  executed by the party or parties sought to be
               bound.

          f.   This Agreement shall be governed by and construed and enforced in
               accordance with the law (other than the law governing conflict of
               law questions) of the State of Texas.

          g.   Every  covenant,  term, and provision of this Agreement  shall be
               construed  simply  according to its fair meaning and not strictly
               for or against any party.


                                       34


<PAGE>


          h.   SIMCOM  acknowledges and agrees that the Company would be damaged
               irreparably  if any of the  provisions of this  Agreement are not
               performed in accordance  with their  specific  terms or otherwise
               are breached.  Accordingly,  SIMCOM agrees that the Company shall
               be entitled to an injunction or injunctions  to prevent  breaches
               of the provisions of this  Agreement and to enforce  specifically
               this  Agreement and the terms and provisions of this Agreement in
               any action  instituted  in any court of the United  States or any
               state thereof having jurisdiction over the parties and the matter
               in addition to any other remedy to which they may be entitled, at
               law or in equity.

          i.   Venue.  Any dispute arising  regarding the subject matter of this
               Agreement  shall be  brought  solely  within the courts of Travis
               County, state of Texas, unless the federal jurisdiction  applies,
               in which  instance  such  dispute  shall be  brought  within  the
               federal courts of the Western  District of Texas,  Austin,  Texas
               division.


     Executed to be effective as of the Effective Date.

                                 GREAT WEST SERVICES, LTD.,
                                 A Colorado limited partnership

                                 By:      QRS Communications, LLC,
                                          A Colorado limited liability company,
                                          General Partner


                                          By:
                                            ------------------------------------
                                            Marc Pinto
                                            General Manager

                                 USOL HOLDINGS, INC.,
                                 An Oregon corporation


                                 By:
                                    --------------------------------------------
                                    Robert G. Solomon
                                    Chief Executive Officer
















                                       35

<PAGE>




                                 Exhibit 3.3(d)
                                 --------------

                          REGISTRATION RIGHTS AGREEMENT


     THIS  REGISTRATION  RIGHTS  AGREEMENT  (this  "Agreement")  is  made  as of
__________, 2001, by and between USOL Holdings, Inc., an Oregon corporation (the
"Company"),  and Great West Services, Ltd., a Colorado limited partnership d/b/a
Simcom ("Simcom").

     The parties to this Agreement,  along with certain of their affiliates, are
parties to that certain Asset  Purchase  Agreement,  dated as of the ____ day of
__________________,  2001 (the "Purchase Agreement").  In order to induce Simcom
to enter into the Purchase  Agreement,  the Company has,  inter alia,  agreed to
provide  the  Holders  registration  rights  set  forth in this  Agreement.  The
execution and delivery of this Agreement is a condition to the Closing under the
Purchase  Agreement.  Unless otherwise  provided in this Agreement,  capitalized
terms used herein shall have the meanings set forth in Section 7 hereof.

The parties agree as follows:

1. Required Registration.


          1.1 Registration Obligation. As soon as practicable following the date
     hereof,  but no later  than one  hundred  twenty  (120) days after the date
     hereof, the Company shall use commercially  reasonable efforts to file with
     the  Commission a shelf  Registration  Statement  (the "Shelf  Registration
     Statement")  on the  appropriate  form  for an  offering  to be  made  on a
     continuous  basis  pursuant to Rule 415 under the  Securities  Act (or such
     successor  rule or similar  provision  then in effect)  covering all of the
     Registrable   Securities   (a   "Shelf   Registration").   Once  the  Shelf
     Registration  Statement is effective,  the Company  shall use  commercially
     reasonable efforts to keep such Shelf Registration  Statement  continuously
     effective for a period  beginning on the effective date and ending eighteen
     (18) months following such date;  provided however,  that the Company shall
     not be required to keep the Registration  Statement  effective after all of
     the  securities  covered by such  Registration  Statement have been sold or
     distributed in accordance with the intended method of distribution.

2. Conditions to and Restrictions on Registration. Anything in this Agreement to
the  contrary  notwithstanding,  the  Company  shall not be required to register
Registrable  Securities  on behalf of any  Holder to the  following  extent  and
subject to the following conditions:

          2.1 No Person may  participate in any  registration  hereunder  unless
     such  Person  executes  and  agrees  to be  bound by that  certain  Lock-Up
     Agreement,  the form of which is attached as Exhibit 3.2(g) to the Purchase
     Agreement.

          2.2 The Holders on whose behalf such Registrable  Securities are to be
     included  shall be required to furnish the Company in a timely  manner with
     all  information  required by the applicable  rules and  regulations of the
     Commission  concerning the proposed method of sale or other  disposition of
     such Registrable Securities and such other information as may be reasonably
     requested  by  the  Company  or  its  counsel  to  prepare  and  file  such
     Registration  Statement in  accordance  with  applicable  provisions of the
     federal and state securities laws;

          2.3 If Registrable  Securities are to be sold and  distributed  over a
     period of time, or from time to time, at the prevailing market prices, then
     the holder of such Registrable  Securities shall execute and deliver to the
     Company  such  written  undertakings  as the  Company  and its  counsel may
     reasonably  request  in order to assure  full  compliance  with  applicable
     provisions of the Securities Act and the Exchange Act;

          2.4 Upon  receipt of any notice from the Company of the  existence  of
     any event of the nature  referred to in  paragraph  3(v),  such Holder will
     immediately  discontinue  disposition of Registrable  Securities until such
     Holder's  receipt of the copies of the  supplemented or amended  Prospectus
     contemplated  by such  paragraph,  or until it is advised in writing by the
     Company  that the use of the



                                       36


<PAGE>

     Prospectus  may be resumed,  and has received  copies of any  additional or
     supplemental filings which are incorporated by reference in the Prospectus,
     and, if so directed by the Company, such Holder will deliver to the Company
     all  copies,  other  than  permanent  file  copies  then in  such  holder's
     possession,  of the Prospectus covering such Registrable Securities current
     at the time of receipt of such notice;

          2.5 The Holders,  as a condition to any proposed sale or  distribution
     of any Registrable Securities, will comply in connection with such proposed
     sale or distribution with applicable  prospectus delivery  requirements and
     will sell or distribute such Registrable  Securities in accordance with the
     method of distribution set forth in the Registration Statement;

          2.6 In the case of an  underwritten  registration  in which Holders of
     Registrable Securities are participating, each Holder participating in such
     offering  must (i) agree to sell its  Registrable  Securities  on the basis
     provided in underwriting  arrangements  reasonably  approved by the Company
     that are consistent with customary industry practice, and (ii) complete and
     execute all questionnaires,  powers of attorney, indemnities,  underwriting
     agreements and other documents that are consistent with customary  industry
     practice and required under the terms of such underwriting arrangements;

          2.7 The Company may postpone the filing of any registration  statement
     for a reasonable  period of time, not to exceed 90 days, if the Company has
     been advised by legal counsel that such filing would require the disclosure
     of material  information  that the Company has a bona fide business purpose
     for preserving as confidential  and that is not then otherwise  required to
     be disclosed,  and the Company determines reasonably and in good faith that
     such disclosure would have a detrimental effect on the Company;

3.  Registration  Procedures.  Whenever  the Company is required to register any
Registrable  Securities  pursuant to this  Agreement,  the Company  will use its
commercially  reasonable efforts to effect the registration and the sale of such
Registrable  Securities in accordance  with the intended  method of  disposition
thereof, and pursuant thereto the Company will as expeditiously as possible:

                    (i)  prepare  and file with the  Commission  a  Registration
               Statement with respect to such Registrable Securities and use its
               best  efforts  to cause  such  Registration  Statement  to become
               effective  (provided that before filing a Registration  Statement
               or  prospectus  or any  amendments or  supplements  thereto,  the
               Company will furnish to the counsel  selected by the Holders of a
               majority   of  the   Registrable   Securities   covered  by  such
               Registration  Statement copies of all such documents  proposed to
               be filed,

                    (ii) prepare and file with the  Commission  such  amendments
               and supplements to such Registration Statement and the prospectus
               used in  connection  therewith  as may be  necessary to keep such
               Registration Statement effective or for the time period specified
               in  Section  1.1 for a Shelf  Registration  and  comply  with the
               provisions of the Securities Act with respect to the  disposition
               of all securities  covered by such registration  statement during
               such  period  in   accordance   with  the  intended   methods  of
               disposition by the sellers thereof set forth in such Registration
               Statement;

                    (iii) furnish to each seller of Registrable  Securities such
               number of copies of such Registration  Statement,  each amendment
               and  supplement   thereto,   the  prospectus   included  in  such
               Registration  Statement  (including each preliminary  prospectus)
               and such other documents as such seller may reasonably request in
               order to facilitate the disposition of the Registrable Securities
               owned by such seller;

                    (iv)  use its best  efforts  to  register  or  qualify  such
               Registrable  Securities  under such other  securities or blue sky
               laws of such jurisdictions as any seller reasonably  requests and
               do any and all other  acts and  things  which  may be  reasonably
               necessary or advisable  to enable such seller to  consummate  the
               disposition in such  jurisdictions of the Registrable  Securities
               owned  by such  seller  (provided  that the  Company  will not be



                                       37

<PAGE>

               required  to  (i)  qualify   generally  to  do  business  in  any
               jurisdiction  where it would not otherwise be required to qualify
               but for this subparagraph, (ii) subject itself to taxation in any
               such  jurisdiction or (iii) consent to general service of process
               in any such jurisdiction);

                    (v) notify each seller of such  Registrable  Securities,  at
               any time when a  prospectus  relating  thereto is  required to be
               delivered under the Securities Act, of the happening of any event
               as a result of which the prospectus included in such Registration
               Statement  contains  an untrue  statement  of a material  fact or
               omits  any fact  necessary  to make the  statements  therein  not
               misleading,  and, at the request of any such seller,  the Company
               will prepare a supplement  or  amendment  to such  prospectus  so
               that,  as  thereafter   delivered  to  the   purchasers  of  such
               Registrable  Securities,  such  prospectus  will not  contain  an
               untrue  statement  of a  material  fact or omit to state any fact
               necessary to make the statements therein not misleading;

                    (vi) cause all such  Registrable  Securities to be listed on
               each securities  exchange on which similar  securities  issued by
               the Company are then listed and, if not so listed on an exchange,
               the  Nasdaq  Stock  Market  or such  other  stock  market  as the
               Company's similar securities are quoted or listed;

                    (vii)  provide a transfer  agent and  registrar for all such
               Registrable  Securities not later than the effective date of such
               Registration Statement;

                    (viii)  enter  into  such  customary  agreements  (including
               underwriting  agreements,  if applicable,  in customary form) and
               take all such other  actions as the  holders of a majority of the
               Registrable  Securities being sold or the  underwriters,  if any,
               reasonably  request  in  order  to  expedite  or  facilitate  the
               disposition of such Registrable Securities;

                    (ix)  make   available  for  inspection  by  any  seller  of
               Registrable  Securities,  any  underwriter  participating  in any
               disposition  pursuant  to  such  Registration  Statement  and any
               attorney,  accountant or other agent  retained by any such seller
               or  underwriter,  all  financial  and  other  records,  pertinent
               corporate documents and properties of the Company,  and cause the
               Company's   officers,   directors,   employees  and   independent
               accountants to supply all information reasonably requested by any
               such  seller,  underwriter,  attorney,  accountant  or  agent  in
               connection with such Registration Statement; and

                    (x)  otherwise  use its  best  efforts  to  comply  with all
               applicable rules and regulations of the Commission.

4. Registration Expenses.


          4.1 Expenses to be Paid by Company. Except as provided in Section 4.2,
     all expenses  incident to the Company's  performance of or compliance  with
     this Agreement or otherwise  related to the registration of the Registrable
     Securities,  including without limitation all registration and filing fees,
     fees and expenses of compliance with securities or blue sky laws,  printing
     expenses,  messenger and delivery  expenses,  and fees and disbursements of
     counsel for the Company and all independent  certified public  accountants,
     underwriters  (excluding  discounts  and  commissions)  and  other  Persons
     retained by the Company will be paid by the Company.



                                       38


<PAGE>



          4.2  Expenses to be Paid by Holder.  The Holders  shall pay, pro rata,
     (i)  underwriting  discounts and  commissions  and transfer  taxes, if any,
     relating  to the  sale of the  Registrable  Securities  or (ii) any fees or
     expenses of any counsel,  accountants or other persons retained or employed
     by the Holders.

5. Indemnification.


          5.1  Indemnification by Company.  The Company agrees to indemnify,  to
     the extent  permitted by law,  each Holder and their  respective  partners,
     officers, directors, and employees and each Person who controls such Holder
     (within  the meaning of the  Securities  Act)  against all losses,  claims,
     damages,  liabilities  and expenses  caused by any untrue or alleged untrue
     statement  of  material  fact  contained  in  any  Registration  Statement,
     prospectus or preliminary prospectus or any amendment thereof or supplement
     thereto or any omission or alleged  omission of a material fact required to
     be  stated  therein  or  necessary  to  make  the  statements  therein  not
     misleading,  except  insofar as the same are caused by or  contained in any
     information  furnished  in writing to the Company by such Holder  expressly
     for use  therein  or by such  Holder's  failure  to  deliver  a copy of the
     prospectus or any amendments or  supplements  thereto after the Company has
     furnished  such Holder with a sufficient  number of copies of the same.  In
     connection with an underwritten  offering,  the Company will indemnify such
     underwriters,  their  officers and  directors  and each Person who controls
     such  underwriters  (within the meaning of the Securities  Act) to the same
     extent  as  provided  above  with  respect  to the  indemnification  of the
     Holders.

          5.2  Indemnification  by Holders.  In connection with any registration
     statement in which a Holder is participating, each such Holder will furnish
     to the Company in writing such  information  and  affidavits as the Company
     reasonably  requests  for use in  connection  with  any  such  Registration
     Statement or prospectus and, to the extent permitted by law, will indemnify
     the Company,  its  directors  and officers and each Person who controls the
     Company  (within the  meaning of the  Securities  Act)  against any losses,
     claims,  damages,  liabilities  and expenses  resulting  from any untrue or
     alleged  untrue  statement of material fact  contained in the  Registration
     Statement, prospectus or preliminary prospectus or any amendment thereof or
     supplement  thereto or any omission or alleged  omission of a material fact
     required to be stated therein or necessary to make the  statements  therein
     not  misleading,  but only to the  extent  that such  untrue  statement  or
     omission is  contained  in any  information  or  affidavit  so furnished in
     writing by such Holder;  provided that the  obligation to indemnify will be
     individual to each Holder and will be limited to the net amount of proceeds
     received by such holder from the sale of Registrable Securities pursuant to
     such Registration Statement.

          5.3  Survival of  Indemnification.  The  indemnification  provided for
     under this Agreement will remain in full force and effect regardless of any
     investigation made by or on behalf of the indemnified party or any officer,
     director or controlling  Person of such indemnified  party and will survive
     the  transfer  of  securities.   The  Company  also  agrees  to  make  such
     provisions,  as are  reasonably  requested by any  indemnified  party,  for
     contribution  to such party in the event the Company's  indemnification  is
     unavailable for any reason.

6. Participation in Underwritten Registrations. No Person may participate in any
registration  hereunder  that is  underwritten  unless such Person (a) agrees to
sell  such  Person's  securities  on the  basis  provided  in  any  underwriting
arrangements  approved by the Person or Persons  entitled  hereunder  to approve
such arrangements and (b) completes and executes all  questionnaires,  powers of
attorney,  indemnities,  underwriting  agreements and other  documents  required
under the terms of such underwriting arrangements.

7. Definitions.


     "Commission" means the United States Securities and Exchange  Commission or
     any other U.S. federal agency at the time  administering the Securities Act
     and the Securities and Exchange Act of 1934, as amended;


                                       39

<PAGE>


     "Holder" means any holder of Registrable Securities.

     "Person"  means and includes any  individual,  corporation,  joint venture,
     partnership,   association,   limited  liability  company,  trust,  estate,
     governmental body or other entity.

     "Register,"   "registered"  and  "registration"  refer  to  a  registration
     effected by preparing  and filing a  registration  statement in  compliance
     with the Securities Act and the declaration or ordering of effectiveness of
     such registration statement by the Commission.

     "Registrable  Securities"  means  (i) any  Common  Stock  issued  to Simcom
     pursuant to the Purchase  Agreement,  (ii) any other Common Stock issued or
     issuable  with respect to the  securities  referred to in clause (i) and by
     way of a stock dividend or stock split or in connection  with a combination
     of shares, recapitalization, merger, consolidation or other reorganization.
     As to any particular Registrable Securities,  such securities will cease to
     be  Registrable  Securities  when a  registration  statement  covering such
     Registrable  Securities  has  been  declared  effective,  such  Registrable
     Securities are or are eligible to be transferred to any Person  pursuant to
     Rule 144 under the Securities Act (or any similar provision then in force),
     including  a sale  pursuant  to the  provisions  of  Rule  144(k),  or such
     Registrable  Securities have been sold through the public markets  pursuant
     to the Registration Statement.

     "Registration  Statement" means any registration  statement of the Company,
     including the prospectus  included or deemed  included in the  Registration
     Statement and all amendments and supplements to the Registration  Statement
     or the prospectus,  including post-effective  amendments,  and all exhibits
     to, and all  materials  incorporated  by  reference  in, such  registration
     statement.

     "Securities Act" means the Securities Act of 1933, as amended.

8. Miscellaneous.


          8.1 No Inconsistent  Agreements.  The Company will not hereafter enter
     into any agreement  with respect to its  securities  which is  inconsistent
     with  or  violates  the  rights  granted  to  the  holders  of  Registrable
     Securities in this Agreement.

          8.2 Adjustments Affecting Registrable Securities. The Company will not
     take any  action,  or  permit  any  change to occur,  with  respect  to its
     securities  which would  materially and adversely affect the ability of the
     Holders to include such Registrable Securities in a registration undertaken
     pursuant to this Agreement.

          8.3  Remedies.  Any Person  having  rights under any provision of this
     Agreement will be entitled to enforce such rights  specifically  to recover
     damages  caused by reason of any breach of any provision of this  Agreement
     and to exercise all other rights  granted by law. The parties  hereto agree
     and  acknowledge  that money damages may not be an adequate  remedy for any
     breach of the  provisions  of this  Agreement and that any party may in its
     sole  discretion  apply  to  any  court  of  law  or  equity  of  competent
     jurisdiction  (without  posting any bond or other  security)  for  specific
     performance and for other injunctive  relief in order to enforce or prevent
     violation of the provisions of this Agreement.

          8.4  Successors  and Assigns.  All  covenants  and  agreements in this
     Agreement by or on behalf of any of the parties  hereto will bind and inure
     to the benefit of the respective  successors  and permitted  assigns of the
     parties  hereto  whether  so  expressed  or  not.  The  provisions  of this
     Agreement  which  are  for  the  benefit  of  the  Holders  of  Registrable
     Securities are also for the benefit of, and  enforceable by, any subsequent
     Holder so long as such Holder  agrees to be bound by all of the  provisions
     hereof.

          8.5  Severability.  Any provisions of this Agreement which are invalid
     or  unenforceable  will be ineffective to the extent of such  invalidity or
     unenforceability   without  invalidating  or  rendering  unenforceable  the
     remaining provision hereof.

                                       40

<PAGE>

          8.6  Notices.  All  notices,   requests,   claims,  demands  or  other
     communications  hereunder  must be in writing and must be given by delivery
     in person,  by  registered or certified  mail  (postage  prepaid and return
     receipt requested) to the respective parties as follows:

                  If to Holders:
                     Marc Pinto
                     Simpson Housing Limited Partnership
                     3201 South Tamarac Drive, Suite 200
                     Denver, Colorado   80231

                  With a copy to:
                     Simpson Housing Limited Partnership
                     Attn:  Tom Walsh
                     5307 East Mockingbird Lane, Suite 650
                     Dallas, Texas   75206

                  If to Company, to:
                     Donald Barlow, President and COO
                     USOL Holdings, Inc.
                     10300 Metric Blvd.
                     Austin, Texas   78758

                  With a copy to:
                     Brent Stahl
                     Stahl, Martens & Bernal, L.L.P.
                     7320 N. MoPac, Suite 211
                     Austin, Texas   78731

     or in the care of a Holder,  such  address in the  Company's  stockholder's
     records,  or to such other address or to the attention of such other person
     as the recipient party has specified by prior written notice to the sending
     party.

          8.7 Entire Agreement; Amendment. This Agreement constitutes the entire
     agreement and supersedes all prior agreements and understandings,  oral and
     written, between the parties hereto with respect to the registration rights
     of the Holders and may not be amended,  modified or terminated  unless in a
     written instrument  executed by the Company and the Holders of the Majority
     of the Registrable Securities.

          8.8 Intentionally Deleted.

          8.9 Governing  Law.  This  Agreement,  in all respects,  including all
     matters of constructions, validity and performance, is governed by the laws
     of the state of Texas.

          8.10 Venue.  Any dispute arising  regarding the subject matter of this
     Agreement shall be brought solely within the courts of Travis County, state
     of Texas, unless the federal  jurisdiction  applies, in which instance such
     dispute shall be brought within the federal courts of the Western  District
     of Texas, Austin, Texas division.

          8.11  Counterparts.  This  Agreement  may be  executed  in one or more
     counterparts,  all of which will be considered one and the same  agreement,
     and  each of  which  will  be  deemed  an  original.  Facsimile  signatures
     executing this Agreement are acceptable by all parties hereto.

                                       41

<PAGE>



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

                                    USOL HOLDINGS, INC.


                                    By:
                                       -----------------------------------------
                                          Name:
                                               ---------------------------------
                                          Its:
                                               ---------------------------------


                                                 GREAT WEST SERVICES, LTD.
                                                 d/b/a/ SIMCO

                                                 By:     QRS Communications, LLC

                                                 By:
                                                     ---------------------------
                                                     Marc Pinto, General Manager


                                       42
<PAGE>


                                   Exhibit 3.5
                                   -----------

                                ESCROW AGREEMENT

This ESCROW  AGREEMENT  ("Agreement") is entered into as of , 2001, by and among
USOL,  INC., a Delaware  corporation  ("Buyer"),  GREAT WEST  SERVICES,  LTD., a
Colorado  limited  partnership   ("Seller"),   and  Wells  Fargo  --  Investment
Management  and Trust  ("Escrow  Agent")  (Buyer,  Seller and  Escrow  Agent are
referred to severally as a "Party" and collectively as the "Parties").


                              W I T N E S S E T H :

     WHEREAS,  Seller  and  Buyer  entered  into  that  certain  Asset  Purchase
Agreement  ("Contract")  dated , 2001,  which  relates  to the  sale of  certain
private  telephone,  internet and cable television systems as described therein;
and

     WHEREAS, Seller and Buyer now mutually agree that the amount to be escrowed
("Escrow Amount") pursuant to the Contract shall be $________; and

     WHEREAS,  Seller  hereby  deposits  with  Escrow  Agent the  Escrow  Amount
pursuant to the Contract, to be held and disbursed in accordance herewith.

     NOW,  THEREFORE,  the Parties,  for the mutual and dependent  consideration
herein recited, and for other good and valuable  consideration,  hereby agree as
follows:

     1. Escrow.  Seller hereby delivers,  in escrow,  to Escrow Agent the Escrow
Amount, to hold and disburse same in accordance with this Agreement,  and Escrow
Agent hereby  acknowledges  receipt of the Escrow Amount  pursuant to the wiring
instructions attached hereto as Exhibit 1.

     2.  Investment.  The Escrow Amount shall be invested in an interest bearing
account or  investment  suitable  to Seller,  pursuant  to written  instructions
provided to Escrow  Agent by Seller.  If invested in an account,  it may be in a
single bank or other institution acceptable to Seller and Buyer. Interest earned
on the  Escrow  Amount  shall be paid to  Seller on a  monthly  basis.  Seller's
Federal Taxpayer I.D. Number is __________.

     3. Release.

          (a) In the  event  Buyer  reasonably  determines  that  Seller  made a
     misstatement  or an  omission,  or  otherwise  breached  any  provision  or
     covenant in the  Contract,  any of which has  resulted in a decrease in the
     value of the Assets (as defined in the  Contract) or has  otherwise  caused
     damages  to Buyer,  Buyer  shall  submit to Escrow  Agent and  Seller on or
     before , 200___,  a written  statement which specifies (i) the misstatement
     or omission or breach by Seller and (ii) a  computation  of the decrease in
     the value of the Assets  resulting  from such  misstatement  or omission or
     breach by Seller (the "Decreased Value Amount"). Within ten (10) days after
     receipt by Seller of the information referred to above, Seller shall notify
     Buyer and Escrow  Agent in writing  that either (i) Seller  agrees with the
     claims by Buyer and authorizes Escrow Agent to disburse the Decreased Value
     Amount to Buyer,  or (ii)  Seller  disputes  the claim by Buyer.  If Seller
     disputes  the claim by  Buyer,  Escrow  Agent  shall  continue  to hold the
     Decreased  Value Amount  until  either (i) Seller and Buyer  direct  Escrow
     Agent to disburse  the  Decreased  Value  Amount,  or (ii) Escrow  Agent is
     instructed to disburse such amount by a court of competent jurisdiction. If
     Seller  agrees  with the  claims by Buyer and  authorizes  Escrow  Agent to
     disburse the Decreased Value Amount to Buyer, or if Seller fails to respond
     within said 10 day period, Escrow Agent shall immediately disburse to Buyer
     the Decreased Value Amount.

          (b) On , 200__, Escrow Agent shall deliver to Seller the Escrow Amount
     less any  portion  thereof  which has become  the  Decreased  Value  Amount
     pursuant  to the  provisions  of (a)  above or  which  remains  in  dispute
     awaiting disbursement instructions from a court of competent jurisdiction.


                                       43

<PAGE>

     4.  Termination.  This Agreement  shall terminate and be null and void upon
the happening of any of the following events:

          (a) Upon the mutual  written  agreement of Seller,  Buyer,  and Escrow
     Agent; or

          (b) Upon the  disbursement of the entire Escrow Amount pursuant to the
     terms of this Agreement.

     5. Authority.  Any of the Parties may act hereunder through an escrow agent
or attorney-in-fact,  provided  satisfactory written evidence for such authority
is first furnished to the other Parties.

     6. Escrow Agent Liability.  The Parties agree that the following provisions
shall control with respect to the rights,  duties,  liabilities,  privileges and
immunities of the Escrow Agent:

          (a) The Escrow Agent is not a party to and is not bound by, or charged
     with notice of, any  agreement  out of which this escrow may arise,  except
     for the provisions of this Agreement.

          (b) The Escrow Agent acts  hereunder as a  depository  and  disbursing
     Escrow Agent only and is not responsible or liable in any manner whatsoever
     for  the   sufficiency,   correctness,   genuineness  or  validity  of  the
     instruments or funds which are the subject of this Agreement.

          (c) In the event the Escrow Agent  becomes  involved in  litigation in
     connection with this Agreement not arising as a result of any negligence or
     willful misconduct on the part of Escrow Agent, the  non-prevailing  party,
     jointly  and  severally,  agrees to  indemnify  and save the  Escrow  Agent
     harmless  from all  loss,  cost,  damages,  expenses  and  attorneys'  fees
     suffered  or  incurred  by  the  Escrow  Agent  as a  result  thereof.  The
     obligations of the  undersigned  under this paragraph shall be performed at
     the office of the Escrow Agent in Seattle, Washington.

          (d) The Escrow  Agent  shall be  protected  in acting upon any written
     notice, request,  waiver,  consent,  certificate,  receipt,  authorization,
     power of attorney or other paper or  document  which the Escrow  Agent,  in
     good faith, believes to be genuine and what it purports to be.

          (e) The Escrow Agent shall act hereunder in  accordance  with ordinary
     business  practices and shall not be liable for anything which it may do or
     refrain from doing in  connection  herewith,  except its own  negligence or
     willful misconduct.

          (f) In the event of any good  faith  disagreement  between  any of the
     Parties, or between them or any of them and any other person,  resulting in
     adverse  claims or demands being made in connection  with this Agreement or
     in the event that the Escrow Agent,  in good faith,  is in doubt as to what
     action it should take  hereunder,  the Escrow Agent may, at its option,  by
     written notice to the Parties,  refuse to comply with any claims or demands
     on it or  refuse  to  take  any  other  action  hereunder  so  long as such
     disagreement  continues or such doubt  exists;  and in any such event,  the
     Escrow Agent shall not be or become  liable in any way or to any person for
     its  failure or refusal to act,  and the Escrow  Agent shall be entitled to
     continue  so to refrain  from  acting  until (i) the rights of all  parties
     shall  have been  fully and  finally  adjudicated  by a court of  competent
     jurisdiction,  or (ii) all  differences  shall have been  adjusted  and all
     doubt resolved by agreement  among all of the interested  persons,  and the
     Escrow Agent shall have been notified  thereof,  in writing,  signed by all
     such  persons.  The rights of the Escrow  Agent  under this  paragraph  are
     cumulative of all other rights which it may have, by law or otherwise.

          (g) Reasonable compensation for the escrow services herein required of
     the Escrow Agent, if any, shall be paid by Seller.

     7. Notice. All notices or other communications  required or permitted to be
given  pursuant  hereto shall be in writing and shall be deemed served and given
at the time of (i) deposit in a depository receptacle under the care and custody
of the United  States  Postal  Service,  properly  addressed  to the  designated
address of the

                                       44

<PAGE>

addressee as set forth below, postage prepaid, registered or certified mail with
return  receipt  requested,  (ii)  delivery  to the  designated  address  of the
addressee set forth below by a third party commercial delivery service, or (iii)
receipt  at the  facsimile  or telex  receiving  facility  of the  addressee  if
transmitted by facsimile or telex transmission. Notice given in any other manner
shall be effective only if and when received by the  addressee.  For purposes of
notices,  the addresses,  facsimile and telex numbers of the Parties shall be as
follows:

                  Buyer:                    USOL, Inc.
                                            10300 Metric Blvd.
                                            Austin, Texas 78758
                                            Attn: President

                  Seller:                   Great West Services, Ltd.
                                            3201 South Tamarac Drive, Suite 200
                                            Denver, Colorado 80231
                                            Attention:  Marc Pinto

                  Escrow Agent:             Wells Fargo
                                            Investment Management & Trust
                                            111 Congress Avenue, Suite 300
                                            Austin, TX 78701
                                            Attention:  Kris Hochderffer
                                                    Senior VP, Trust Manager
                                            Fax: (512) 344-7323

     8. Resignation of Escrow Agent. Escrow Agent shall have the right to resign
as Escrow Agent  hereunder at any time by giving sixty (60) days' prior  written
notice of such resignation to all of the other Parties hereto. In the event that
Escrow Agent shall at any time fail or refuse to serve or shall resign as Escrow
Agent hereunder, then Buyer shall have the right to designate a successor Escrow
Agent which shall be an independent  third party.  If any such successor  Escrow
Agent  hereunder  shall at any time fail or  refuse  to act as  Escrow  Agent in
accordance  with  the  provisions  hereof,  then a  further  successor  shall be
selected by Buyer.

     9. Effect. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.

     10. Counterparts.  To facilitate execution, this instrument may be executed
in as many  counterparts  as may be  convenient  or  required.  It shall  not be
necessary  that the  signature  of, or on behalf  of,  each  party,  or that the
signature of all persons required to bind any party appear on each  counterpart.
All counterparts shall collectively constitute a single instrument. It shall not
be necessary in making proof of this  instrument  to produce or account for more
than a single counterpart  containing the respective signatures of, or on behalf
of, each of the parties  hereto.  Any signature page to any  counterpart  may be
detached  from  such  counterpart  without  impairing  the  legal  effect of the
signatures  thereon and  thereafter  attached to another  counterpart  identical
thereto except having attached to it additional signature pages.

     11. Expenses.  All costs of this escrow  arrangement  charged by the Escrow
Agent shall be paid for by the Seller.

     12. Records. The Escrow Agent shall maintain a record of all Claims against
the Escrow Fund filed with it pursuant to this  Agreement,  a record of all such
Claims which shall become  payable  thereunder and a record of all payments from
the Escrow Fund to Buyer or Seller.

     13.  Governing  Law.  This  Escrow  Agreement  shall  be  governed  by  and
interpreted in accordance  with the laws of the State of Texas without regard to
the choice of law principles thereof.


                                       45


<PAGE>


         EXECUTED as of the date first above written


                                           BUYER:
                                           -----

                                           USOL, INC
                                           a Delaware corporation

                                           By:
                                              ----------------------------------
                                           Name:
                                                --------------------------------
                                           Title:
                                                 -------------------------------


                                           SELLER:
                                           ------

                                           GREAT WEST SERVICES, LTD.,
                                           a Colorado limited partnership

                                           By:      QRS Communications, LLC,
                                           a Colorado limited liability company,
                                           General Partner

                                           By:
                                              ----------------------------------
                                           Name:
                                                --------------------------------
                                           Title:
                                                 -------------------------------

                                           ESCROW AGENT:
                                           ------------

                                           Wells Fargo
                                           Investment Management and Trust

                                           By:
                                              ----------------------------------
                                           Name:
                                                --------------------------------
                                           Title:
                                                 -------------------------------


                                       46
<PAGE>


                                   Exhibit 3.6
                                   -----------

                         TRANSITION SERVICES PROVISIONS

     For  purposes of this  Exhibit  3.6,  "Revenues"  are gross  billings  from
Customers  attributable  to the period from the Closing  Date until each Cutover
Date for each Right of Entry Agreement.  Seller will assist in the transition of
operations  to Purchaser  after the Closing by  continuing  to provide cable and
telephone and internet services,  installations,  repairs, maintenance,  general
operations,  customer call center, and billing support (the "Operations")  until
all operations for the Right of Entry  Agreements and Customers are transitioned
to the  Purchaser's  billing  platform  and  operations,  up to a 120 days after
Closing Date ("the Transition Period"). Purchaser may elect to effect transition
of the Operations for each Right of Entry Agreement to Purchaser's Operations by
notifying Seller in writing at least 30 days prior to each transition date (each
a "Cutover Date"); the parties understand and agree that Purchaser may elect, in
its sole  discretion,  to effect the  transition of the Operations of any one or
more of the Right of Entry  Agreements at any time during the Transition  Period
as long as all of the  Operations  for all of the Right of Entry  Agreements are
transferred  to  Purchaser  by the end of the  Transition  Period;  and  further
provided,  however,  that each Cutover Date must include an entire  metropolitan
market (i.e.,  no partial  cutovers of individual  metropolitan  markets will be
permitted).  If  Purchaser  receives any  subscriber  fees  attributable  to the
Transition  Period that belong to Seller  under the terms of this  Exhibit  3.6,
Purchaser shall  immediately  remit such fees to Seller.  If Seller receives any
subscriber  fees  attributable to the time after the Transition  Period,  Seller
shall immediately remit such fees to Purchaser.

     Seller  will be  responsible  for all  Costs of  Goods  Sold  ("COGS")  and
Operating  Costs incurred in connection  with each Right of Entry Agreement from
the Closing Date until each Cutover Date  (collectively  "Seller  Costs").  COGS
include all direct product costs  including but not limited to cable  television
programming,  telephone local and long-distance costs. "Operating Costs" include
all other costs  necessary to perform the Operations from the Closing Date until
each Cutover  Date for each Right of Entry  Agreement.  Purchaser  agrees to pay
Seller the Seller Costs provided,  however,  that Purchaser shall pay the Seller
Costs only to the extent the Revenues are  sufficient  to pay the such  amounts.
Seller agrees that it shall not be entitled to payment for the Seller Costs from
any source  except the Revenues.  Seller shall  collect the Revenues  during the
Transition Period on Purchaser's behalf.  Seller shall apply the Revenues in the
following order of priority:  First,  Seller shall pay to Purchaser all portions
of the  Revenues  that  are  attributable  to  taxes,  copyright  fees or  other
regulatory fees ("Taxes"); Second, Seller may retain from the Revenues an amount
up to the Seller Costs; and Third, Seller shall remit to Purchaser the excess of
the total  Revenues  over the total  Seller Costs and Taxes within 30 days after
the  expiration  of the  Transition  Period.  Seller Costs shall not include any
expenses  related to interest,  depreciation,  amortization,  government fees or
Taxes.

     Seller will provide Purchaser a monthly financial  statement and subscriber
report on or before the 10th business day of the following each month during the
Transition  Period and for three months after the expiration of such  Transition
Period;  such  statements  must account for all Revenues and Seller Costs during
the Transition Period.

     Seller  shall  not bill any  Customers  for any  particular  Right of Entry
Agreement  for any  period  after  the  Cutover  Date  for  each  Right of Entry
Agreement.   Seller  will  be  responsible  for  all  account   receivables  and
collections  billed by Seller upon each Cutover date.  After receiving notice of
each Cutover Date,  (a) Seller will give advanced  notice to all  subscribers of
each Property of the change in operations  from Seller to Purchaser,  (b) Seller
will render a final bill, within thirty (30) days after each respective  Cutover
date,  which notice shall be in a form mutually agreed upon in writing by Seller
and  Purchaser,  and (c)  Seller  will give such other  advanced  notices to all
subscribers of each Property as may be required by applicable law.

                                       47

<PAGE>



                                 Exhibit 7.1(c)
                                 --------------

                                     CONSENT

     This Consent is executed by Simpson Housing Limited Partnership, a Colorado
limited partnership ("Owner"),  who is the Owner of the multi-family residential
complex  known  as  (the  "Property"),   located  at  ___________  ,  the  legal
description of which is attached hereto as Exhibit A.

Great West Services, Ltd., a Colorado limited partnership  ("Operator"),  is the
provider of  telephone  and cable  television  service to the  Property  under a
___________________________ Agreement dated ____________________ ("Agreement").

USOL,  Inc.,  a Delaware  corporation  ("USOL")  intends  to acquire  Operator's
interest in the Agreement and all of the assets of Operator which are part of or
related to the telephone and cable television system on the Property,  including
all  Operator's  wiring,  conduit,   electronic  devices,  hardware,  and  other
equipment comprising the System described in the Agreement (the "Equipment").

Owner represents and warrants that as of the date hereof (a) the Agreement is in
full force and effect and there are no amendments,  modifications or supplements
thereto,  either oral or written;  (b) Owner has not  assigned,  transferred  or
hypothecated the Agreement or any interest therein,  except as described herein;
(c) no default or event exists with respect to the Agreement  that,  with notice
or the  passage  of  time  or  both,  would  result  in the  termination  of the
Agreement;  (d) Owner does not claim  ownership of any of the  Equipment.  Owner
irrevocably  consents to the  assignment  by  Operator  of its right,  title and
interest in the Agreement to USOL.

     DATED ________________, 2001.

                                            PROPERTY OWNER:
                                            Simpson Housing Limited Partnership
                                            By:  Paloma, LLC
                                            its general partner


                                            By:_________________________________
                                               Name:____________________________
                                               Title:___________________________


                                       48
<PAGE>



                                  Schedule 1.2
                                  ------------

      ASSETS (OTHER THAN THE RIGHT OF ENTRY AGREEMENTS AND OTHER CONTRACTS)

           [ATTACH DETAILED ITEMIZED DESCRIPTION OF ALL OF THE ASSETS
                (INCLUDING ALL EQUIPMENT COMPRISING THE SYSTEMS)]


            [NOTE: BE SURE TO INCLUDE the two DXC 4-K phone switches]

















                                       49
<PAGE>


                                 Schedule 4.4(a)
                                 ---------------

               GOVERNMENTAL PERMITS, REGISTRATION, AUTHORIZATIONS
                            AND APPROVAL REQUIREMENTS


None
































                                       50

<PAGE>


                                 Schedule 4.4(b)
                                 ---------------

                           SELLER MATERIAL VIOLATIONS

     The  following  include  all  material  violation  of  any  (i)  applicable
government permit,  registration,  authorization or other approval,  (ii) zoning
regulation or ordinance, (iii) environmental,  Federal Occupational,  Safety and
Health Act, or comparable  state laws,  regulations  and rulings,  or (iv) other
law, order,  regulation or requirement  relating to operations of the Systems or
the Assets and known by Seller:

NONE.























                                       51
<PAGE>

                                  Schedule 4.7
                                  ------------

                            *[Intentionally Omitted]









                                       52

*Confidential  Treatment Requested.  Confidential portions of this document have
been redacted and filed separately with the Commission.
<PAGE>


                                 Schedule 4.7(b)
                                 ---------------

              LIENS, ENCUMBRANCES AND REQUIRED THIRD PARTY CONSENTS


     Following are all liens and  encumbrances  (which must be released prior to
Closing),  and third party consents required with respect to the transfer of the
Systems and Assets:

    [Include Subordination, Nondisturbance and Attornment Agreements from all
       holders of mortgages or deed of trust liens against the Properties]



























                                       53



<PAGE>


                                  Schedule 4.9
                                  ------------

             Exceptions to Litigation, Taxes and Disclosure Matters



NONE.



































                                       54
<PAGE>


                                  Schedule 4.10
                                  -------------


                              Financial Information





























                                       55