**CONFORMED COPIES**

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**ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION**

**By and Among**

**NUI CORPORATION,**

**NUI TELECOM, INC.,**

**NORCOM ACQUISITION, L.L.C.,**

**NORCOM, INC.**

**And**

**STOCKHOLDERS OF  NORCOM,INC.  NAMED HEREIN**

** **

**Dated as of March 1, 2002**

**ASSET PURCHASE AGREEMENTAND PLAN OF REORGANIZATION**

**ASSET PURCHASEAGREEMENT AND PLAN OF REORGANIZATION** (the "Agreement") dated asof March 1, 2002, by and among NUI Corporation, a NewJersey corporation ("NUI"), Norcom Acquisition, LLC, a New Jerseylimited liability company (the "Buyer"), NUI Telecom, Inc., a NewJersey corporation ("NUI Telecom") and first tier subsidiary of NUICapital Corp. ("NUI Capital"), Norcom, Inc., a Florida corporation(the Seller") and the stockholders of the Seller named herein (the"Stockholders").

**WHEREAS,** theSeller is in the business of providing local, long distance and datatelecommunications services to its Customers (the "Business");

**WHEREAS,** theSeller wishes to transfer its Business and substantially all of its assets toBuyer and Buyer wishes to acquire the business and substantially all the assetsof Seller on the terms and conditions set out herein in exchange for shares ofcommon stock of NUI in a transaction (the "Transaction") which theSeller intends to qualify as a "reorganization" (a "CReorganization") within the meaning of Section 368(a)(1)(C) of theInternal Revenue Code of 1986, as amended (the "Code"), with NUICapital as the acquiring corporation under that section, it being contemplatedand agreed by Seller, NUI, NUI Telecom and Buyer that Seller will, as soon aspractical, thereafter, and as an integral part of the transaction, distributethe shares of NUI to the Stockholders in complete liquidation of Seller anddissolve; 

**WHEREAS,**immediately following the acquisition by Buyer, consistent with Code Section368(a)(2)(C), for federal income tax purposes, NUI Capital will transfer theacquired assets of the Seller to NUI Telecom, effected by having the Buyermerge with and into NUI Telecom with NUI Telecom surviving; and

**WHEREAS,** NUI, NUITelecom, Seller and Buyer desire to make certain representations, warrantiesand covenants in connection with the transaction.  Terms used in this Agreement shall have the meanings assignedsuch terms in Article XIII of this Agreement.

**NOW, THEREFORE,**in consideration of the mutual covenants, representations, warranties andagreements contained herein, and intending to be legally bound hereby, theparties agree as follows:

**ARTICLE I**

**PURCHASE OF ASSETS**

**            1.1           Purchaseof Assets. ** Subject to the terms and conditions set forthin this Agreement, the Seller shall convey, transfer, assign and deliver to theBuyer, and the Buyer shall acquire and assume from the Seller, all of theSeller's right, title and interest in and to, and obligations under, thefollowing of its assets used in or held for use by the Business (other than theExcluded Assets) as the same exist as of the applicable Closing Date, whethertangible or intangible and whenever and wherever located (the"Assets"): 

(a)            All accounts receivable and otherrights to receive payments from any Customer of Seller arising from servicesperformed by Seller on or after the date of this Agreement (the "AccountsReceivable");

(b)            All rights, title and interest toall Customers of the Seller; 

(c)            All patents, trademarks, servicemarks, trade names and trade styles (including without limitation the name"Norcom" and "Norwegian Communications" (and all variationsthereof)), all logos, drawings, technical data, product specifications,computer software, source codes, object codes, computer files, programs,blueprints, know-how, trade secrets and other proprietary rights and all goodwillassociated therewith;

(d)            All authorizations, permits,franchises and licenses related to the Business;

(e)            All causes of action, chooses inaction, rights of recovery and rights of set-off or offset of every kind andnature related to the Assets;

(f)            All goodwill and all otherintangible property related to the Business;

(g)            Certain contracts of the Sellerrelating to the supply of telecommunications services of the Business by thirdparty carriers on a wholesale basis and identified on Schedule 1.1(g) (the"Assigned Wholesale Contracts"), excluding specifically and withoutlimitation, the Wholesale Services Agreement between CRG International, Inc.d.b.a. Network One (currently managed by One Star Long Distance, Inc., NetworkOne together with One Star being referred to in this Agreement as "NetworkOne/One Star") and the Seller, as amended, (the "Network OneContract") which shall not be assigned by Seller or assumed by Buyer;

(h)            All contracts, licenses, software orother systems of the Seller relating to billing or collection of revenues ofthe Business;

(i)            All marketing plans, marketingmanuals, sales materials, promotional materials, catalogues and advertising andmarketing literature and materials related to the Business; 

(j)            All business records and files,including without limitation customer lists and other identifications offormer, existing and potential Customers and suppliers, mailing lists, salesinformation, Customer and supplier records, cost and pricing information,billing records, employment and personnel records and other records (includingwithout limitation those maintained in computer tapes, disks or other computerretrievable formats), in each case as related to the Assets or the Business,whether maintained by such Seller or by others for such Seller, and thetelephone numbers of such Seller used in the Business and bank accounts andpost office boxes at which such Seller receives correspondence or remittancesfrom Customers; and

(k)            thenet cash generated by the Business from services preformed by Seller on orafter the date of this Agreement after payment by Seller of the expenses andliabilities of the Business solely related to services preformed by Seller onor after the date hereof listed on Schedule 1.4.

**            1.2      AssetsPurchased Free of Liens.**  All of the Assets shall be sold, assigned,transferred, conveyed and delivered to the Buyer, free and clear of all liens,encumbrances, or claims.

**            1.3           ExcludedAssets.** All other assets owned or used by Seller inthe Business not specially contained in Section 1.1 (the "ExcludedAssets") shall not be conveyed, sold or transferred and are not includedin the Assets, including accounts receivable from Customers of Seller forservices preformed on or before the date of this Agreement and all cashcollected by Seller from such accounts receivable and all collected amountsrelated to previously unbilled call detail records as provided in Section 7.3and all deposits presently held by TMC, United States District Court forEastern District of Louisiana and the claim against Network One/One Star forreturn of proceeds from the seized Letter of Credit and the damage claimagainst Network One/One Star and other items listed in Schedule 1.3.

            **1.4           AssumedLiabilities.**  Subjectto the terms and conditions of this Agreement, upon the transfer of the Assets,the Buyer shall assume, agree to pay, perform, discharge and indemnify theSeller against, and otherwise be responsible for, those categories ofliabilities and obligations of the Seller for services on or after the date ofthis Agreement described on Schedule 1.4 (the "AssumedLiabilities").  The Buyer shall promptlypay and satisfy all Assumed Liabilities in accordance with their respectiveterms as and when they become due from and after the date of this Agreement;provided, however, that the foregoing shall not preclude the Buyer fromcontesting in good faith the amount, payment or other terms of such AssumedLiabilities.

**            1.5           ExcludedLiabilities.** Except with respect to the AssumedLiabilities, it is expressly agreed and understood that the Buyer is assumingno other liability or obligation of the Seller of any kind or nature, whetherknown or unknown, whether fixed or contingent, and however arising, and thatthe transfer of the Assets pursuant to this Agreement shall be free and clearof all liabilities, liens or other obligations of Seller any kind whatsoever,other than the Assumed Liabilities (collectively, the "ExcludedLiabilities").  Specifically, byway of example and not of limitation, the Buyer is not assuming any liabilitiesor obligations of any nature whatsoever relating to or associated with theNetwork One Contract, Network One/One Star and any legal or other professionalfees incurred in connection therewith nor any liability for Taxes includedwithin Assumed Liabilities or severance claims, if any, made by employees ofthe Seller. 

**ARTICLE II**

**CONSIDERATION**

**2.1            Purchase PriceDetermination.** Subject to the conditions set forth in thisArticle II and subject to the adjustment provided in Sections 3.1 and 3.2below, the total purchase price (the "Purchase Price") payable at theClosing shall be comprised of:  (i) twotimes (2X) Base Monthly Revenue (as defined) attributed to the Customer's ofSeller, (ii) two and one-half times (2.5X) Base Monthly Revenue attributable togoodwill and (iii) one-half times (.5X) Base Monthly Revenue attributable toother intangibles for a total of five times (5x) the Seller's existing BaseMonthly Revenues as of the bill run at April 30, 2002, which reflects April2002 actual usage.  "Base MonthlyRevenues" means those Net Revenues produced from retail charges associatedwith a single calendar month's long distance, local or data service usage byCustomers of the Seller and more fully described in Schedule 2.1.  For purposes of the preceding sentence,Customers of the Seller are deemed to be those businesses and individuals forwhich the Seller possesses a signed Letter of Authorization ("LOA")allowing the Seller to act as their local, long distance or datatelecommunications provider.  

**2.2            Mannerof Payment. **

(a)         Subject to the conditions set forth in this Agreement andsubject to the adjustments provided in Section 3.1 and 3.2 below, the totalPurchase Price to be paid for the Assets shall be paid in shares of NUI commonstock, no par value ("NUI Common Stock") equal to  the quotient of:

            (i)           thetotal Purchase Price divided by

            (ii)           theaverage closing price of NUI Common Stock as reported on the New York StockExchange for the first 20 of the 25 consecutive trading days immediatelypreceding the date regulatory approval is deemed effective from the PublicService Commission in the State of Maine for authority for Seller to transferthe Assets to Buyer as evidenced by an opinion of regulatory counsel to theSeller concurred by regulatory counsel to the Buyer (the "Average ClosingPrice").

(b)         No fractional shares of NUI Common Stock will be issuedand, in lieu thereof, any stockholder entitled to receive a fractional share ofNUI Common Stock shall be paid in cash an amount equal to the value of suchfractional shares, which shall be calculated as the fraction of the share ofNUI Common Stock that would otherwise be issued multiplied by the AverageClosing Price.

**2.3            PurchasePrice Delivery.**

(a)         If the Closing occurs prior to the settlement or judicialresolution of the dispute relating to the Network One Contract and NetworkOne/One Star in form and substance reasonably satisfactory to NUI Telecom andits counsel (the "Network One Resolution"), at the Closing, the Buyershall deliver the Purchase Price in shares of NUI Common Stock valued based onthe Average Closing Price as follows:

(i) as to the Purchase Pricerelating to the purchase and sale of all Assets for which all RegulatoryApprovals have been obtained (the "Completed Regulatory Approvals PurchasePrice"), such Completed Regulatory Approvals Purchase Price shall bedelivered by the Buyer as follows:

(1) a portionof the Completed Regulatory Approvals Purchase Price equal to the amount of theBonus Payments associated with Agents on  Schedule 8.2(j) shall be delivered to the Escrow Agent to be placed inEscrow as security for the payment of all such Bonus Payments (the "BonusEscrow");

(2) a portion ofthe Completed Regulatory Approvals Purchase Price equal to 30% of the totalPurchase Price shall be delivered to the Escrow Agent to be placed in Escrow assecurity for the dispute pending with Network One/One Star and theindemnification obligations of Seller under Section 11.1 (the"Indemnification Escrow");

 (3) the balance of the  Completed Regulatory Approvals PurchasePrice shall be delivered to, or as directed by, the Seller, plus cash in lieuof fractional shares of NUI Common Stock, valued in accordance with Section 2.2(b) hereof. 

(ii) as to the remaining portionof the Purchase Price relating to all Assets for which Regulatory Approvals arepending, such Purchase Price shall be delivered to the Escrow Agent to beplaced in Escrow to be held until receipt the Regulatory Approval (the"Regulatory Approval Escrow").

(b)         If the Closing occurs after the NetworkOne Resolution, at Closing, the Buyer shall deliver the Purchase Price inshares of NUI Common Stock valued based on the Average Closing Price asfollows: 

(i) as to the Completed RegulatoryApprovals Purchase Price, such Completed Regulatory Approvals Purchase Priceshall be delivered by the Buyer as follows:

(1)a portion of the Completed Regulatory Approvals Purchase Price equal to theamount of the Bonus Payments associated with Agents listed on Schedule 8.2(j)shall be delivered to the Escrow Agent to be placed in the Bonus Escrow;

(2)the balance of the Completed Regulatory Approvals Purchase Price paid at theClosing shall be delivered by the Buyer to, or as directed by, the Seller, pluscash in lieu of fractional shares of NUI Common Stock, valued in accordancewith Section 2.2 (b) hereof; and

(ii)  as to the remaining portion  of the Purchase Price relating to all Assetsfor which Regulatory Approvals are pending, such Purchase Price shall bedelivered to the Escrow Agent to be placed in the Regulatory Approval Escrow.

**2.4            Accounting and TaxTreatment.  **Theparties to this Agreement intend that the Transaction shall be treated as apurchase for accounting purposes and as a reorganization under Section368(a)(1) (C) of the Code.

**ARTICLE III**

**PURCHASE PRICE ADJUSTMENT AND ESCROW**

**3.1            Purchase PriceAdjustment. ** Prior to Closing, the Purchase Price may beadjusted and increased or decreased dollar for dollar based on a usageadjustment as described in this Section 3.1 and Section 3.2.  Customer usage shall be determined based onthe Base Monthly Revenue for each month of the three months immediatelyfollowing April 30, 2002.  The BaseMonthly Revenue for each of April, May, June and July 2002 will be divided bythe number of Equivalent Business Days (each an "EBD") set forth on Schedule3.1 in such month to determine the revenue per EBD for each suchmonth.  The revenue per EBD for each ofMay, June and July 2002 will be averaged and the average so determined will becompared with the revenue per EBD in the April 2002 usage period.  If the average revenue per EBD for the threemonth period is less than 97% or greater than 103% of the revenue per EBD forthe April 2002 usage period, the percentage amount by which the average revenueper EBD  is greater than 103% or islower than 97% will be multiplied by the EBD's in the April 2002 usage periodto establish the shortfall or overage revenue amount.  This shortfall or overage revenue amount will be the usagedifference and will be multiplied by five times (5X) (the "Positive UsageAdjustment" or the "Negative Usage Adjustment")   The Seller shall not be penalized forattrition of Customers between May 1, 2002 and July 31, 2002 resultingfrom actions on the part of the Buyer in the management of the Business duringsuch period which would be deemed commercially unreasonable or negligent inaccordance with applicable industry standards.  An example of the Usage Adjustment calculation is set forth on Schedule3.1(a).

**3.2            PurchasePrice Adjustment Procedures.  **

            (a)       On August 15, 2002 (the"Reconciliation Date"), the Buyer shall cause its accountants toprepare a schedule (the "Schedule") showing the amount of thePositive Usage Adjustment or the Negative Usage Adjustment, as the case may be,determined as provided in Section 3.1 above. As soon as practicable, but in noevent later than twenty-one (21) days following the Reconciliation Date, Buyershall deliver the Schedule to Seller.  Seller shall have until fifteen (15) days following receipt of theSchedule from Buyer, to present in writing to Buyer any objections Seller mayhave to the matters set forth therein ("Seller's Objections"), whichobjections shall be set forth in reasonable detail.  If Buyer does not receive such Seller's Objections on or beforethe fifteenth (15) day following the receipt by the Seller of such Schedule,the Positive Usage Adjustment or the Negative Usage Adjustment, as the case maybe, shall be deemed accepted and approved by Seller.  If the Seller delivers Seller's Objections during such fifteen(15) day period, Buyer's and Seller's respective accounting firms shall attemptto resolve the matters in dispute and, if resolved, such firms shall send ajoint notice to Buyer and Seller stating the manner in which the dispute wasresolved.  If a dispute cannot beresolved by Buyer and Seller or by their respective accounting firms prior toforty-five (45) days following the Reconciliation Date, such dispute shall besubmitted to a third accounting firm mutually chosen by the Buyer's andSeller's accounting firms, which firm shall make a final and bindingdetermination as to such matter or matters.  The third accounting firm shall send its written determination to Buyer,Seller and their respective accounting firms on or before the sixtieth dayfollowing the Reconciliation Date.  Buyer and Seller agree to cooperate with each other and each other'srepresentatives in order that the Positive Usage Adjustment or the NegativeUsage Adjustment, as the case may be, may be timely performed and that anydisputes may be resolved.  The fees ofSeller's accounting firm shall be paid by Seller, the fees of Buyer'saccounting firm shall be paid by Buyer and the fee of any third accounting firmshall be paid one‐half by Buyer and one‐half by Seller.  The amount reflected as the Positive UsageAdjustment or the Negative Usage Adjustment, as the case may be, shall bereferred to herein as the "Reconciliation Amount."  The completion of the procedures set forthabove shall be referred to as the "Reconciliation Procedures."

(b)         If the Reconciliation Amount is a positive amount, thePurchase Price paid to the Seller shall increase on a dollar for dollar basisfor such amount delivered in shares of NUI Common Stock calculated using theAverage Closing Price and, if the Reconciliation Amount reflects a negativeamount, the Purchase Price paid by the Buyer shall be reduced on a dollar fordollar basis for such amount in shares of NUI Common Stock calculated using theAverage Closing Price.

**3.3            IndemnityEscrow. **If the Closing has occurredand shares of NUI Common Stock were placed in the Indemnification Escrow, thenupon the Network One Resolution, the appropriate parties to the EscrowAgreement shall direct the Escrow Agent to distribute the shares of NUI CommonStock held in escrow pursuant to the Escrow Agreement attributable to suchevent as directed by the Buyer and the Seller.  If any Claim for indemnifiable Losses under Section 11.1 or Section 11.2is pending on the date of distribution pursuant to the preceding sentence andthe aggregate amount of such indemnifiable Losses when settled or paid wouldproduce an indemnification amount, then the parties shall mutually agree uponthe number of shares of NUI Common Stock to be held pursuant to the EscrowAgreement.  In the event the partiesshall fail to agree upon the shares of NUI Common Stock to be retained thedispute resolution provisions set forth in Section 11.4 shall be applied toresolve the foregoing matter or matters.  Upon final resolution of all pending Claims which are indemnifiableLosses under Sections 11.1 and 11.2, and the parties hereto shall direct theEscrow Agent to release from Escrow the shares of NUI Common Stock retainedbased upon a final determination of the foregoing.  

**3.4            Regulatory ApprovalEscrow. ** As a condition to the release of the shares from the RegulatoryApproval Escrow, the Seller and the Buyer shall deliver the compliancecertificates described in Section 9.2 (b) and 9.3(c), respectively, statingthat all representations and warranties are true and correct as of the date ofreceipt of the Regulatory Approval and all other obligations have been compliedwith as of such date and the Seller shall deliver an opinion of counsel to theSeller dated as of the date of the related Regulatory Approval, to the effectthat all Regulatory Approvals have been obtained.  Following the Closing, upon receipt of Regulatory Approvals forthe number of states which will result in the release from the RegulatoryApproval Escrow of a minimum of 1000 shares of NUI Common Stock and upon thesatisfaction of the conditions in the preceding sentence, the appropriateparties to the Escrow Agreement shall direct the Escrow Agent to distribute theshares of NUI Common Stock held pursuant to the Regulatory ApprovalEscrow.  Each release of shares of NUICommon Stock from the Regulatory Approvals Escrow shall be made in lots of 1000shares, except for the last release which shall be of the remaining shares.

**3.5         Bonus Escrow.  **Concurrently with the payment of anyBonus Payment owed by Seller under the related agent contract listed onSchedule 8.2(j), Seller shall obtain a full release from each such Agent listedon Schedule 8.2(j) for the benefit of Seller (each a "Seller'sRelease"). Upon presentation of a Seller's Release from an Agent, Buyerand Seller shall jointly direct the Escrow Agent to release from the BonusEscrow, Escrow Shares having a value based on the Average Closing Price equalto the amount paid to an Agent in respect of such Release.

**ARTICLE IV**

**REPRESENTATIONSAND WARRANTIES OF THE SELLER**

            TheSeller hereby represents and warrants to the Buyer that:

**            4.1           Corporate Organization.**

(a)         The Seller is a corporation duly organized, validly existingand in good standing under the laws of the state of its incorporation and theSeller has all requisite power and authority to carry on its business as it isnow being conducted and to own, lease and operate its properties where suchproperties and assets are now owned, leased or operated.  The Seller is duly qualified or licensed todo business as a foreign corporation in good standing in each jurisdictionwhere the ownership or operation of the Assets or the Business requires such qualificationand each such jurisdiction set forth in Schedule 4.1.  The Certificate of Incorporation and Bylawsof the Seller, copies of which have previously been delivered to the Buyer, aretrue and complete copies of such documents as in effect as of the date of thisAgreement.

            (b)       The Seller has no direct or indirectSubsidiaries.  Except as set forth on Schedule4.01, the Seller does not own, control or hold with the power to vote,directly or indirectly of record, beneficially or otherwise, any capital stockor any equity or ownership interest in any corporation, partnership,association, joint venture or other entity, except for less than five percent(5%) of any equity security registered under the Securities Exchange Act of1934, as amended (the "Exchange Act").

**            4.2           Authorization.**  ** **No further act or proceeding on the partof the Seller is necessary to authorize this Agreement or the other ClosingDocuments or the consummation of the transactions contemplated hereby andthereby. This Agreement constitutes and, when executed and delivered, the otherClosing Documents will constitute, valid and binding agreements of the Sellerenforceable against the Seller in accordance with their respective terms.

**4.3         No Violation.** Except as disclosed in Schedule 4.3,neither the execution and delivery of this Agreement by the Seller, nor theconsummation by the Seller of the transactions contemplated hereby or thereby,nor compliance by the Seller with any of the terms or provisions hereof orthereof, will (i) violate, conflict with or result in a breach of any provisionof the Certificate of Incorporation or Bylaws of the Seller, (ii) assuming thatthe consents and approvals referred to in Section 4.4 hereof are duly obtained,(x) violate any statute, code, ordinance, rule, regulation, judgment, order,writ, decree, license or injunction applicable to the Seller, or any of itsproperties or assets, or (y) violate, conflict with, result in a breach of anyprovisions of or the loss of any benefit under, constitute a default (or anyevent, which, with notice or lapse of time, or both would constitute a default)under, result in the termination of or a right of termination or cancellationunder, accelerate the performance required by, or result in the creation of anylien, pledge, security interest, charge or other encumbrance upon any of theproperties or assets of the Seller under any of the terms, conditions orprovisions of any note, bond, mortgage, indenture, deed of trust, license,lease, agreement or other instrument or obligation to which the Seller is aparty, or by which the Seller or any of its properties or assets may be boundor affected.

**4.4            Consents andApprovals.**   Except for such filings, authorizations,consents or approvals as may be set forth in Schedule 4.4, no consentsor approvals of, or filings or registrations with, any court, administrativeagency, regulatory agency or commission or other governmental authority orinstrumentality (each a "Governmental Entity") or with any thirdparty are necessary in connection with the execution and delivery by the Sellerof this Agreement and the consummation by the Seller of the transactioncontemplated hereby.

**            4.5           Ownershipof the Assets. **Exceptas disclosed on Schedule 4.5, at the Closing the Seller is the owner ofthe Assets free and clear of all liens, encumbrances, charges and assessmentsof any nature.  Except as disclosed on Schedule4.4, the Assets are not subject to any restrictions with respect totransferability.  The Seller has fullpower and authority to assign and transfer the Assets to the Buyer inaccordance with the terms of this Agreement without obtaining the consent orapproval of any other Person or Governmental Entity (other than the consentsset forth in Schedule 4.4, all of which on the Closing Date have beenobtained and on the Closing Date will be in full force and effect), and the deliveryof the Assets to the Buyer pursuant to this Agreement will transfer valid titlethereto, free of all liens, encumbrances, charges and assessments of any kind.

**4.6            FinancialStatements. **

(a)         The Seller has previously delivered to the Buyer copies ofthe  balance sheets of the Seller as ofDecember 31, 1999, December 31, 2000  and December 31, 2001, and the related statements of income, changes instockholders' equity and cash flows for the fiscal years 2000 through 2001inclusive (the "Financial Statements"). The  Financial Statements of the Seller have been or will be preparedin accordance with GAAP consistently applied during the periods involved  comply, as of their respective dates in allmaterial respects with applicable accounting requirements, and fairly presentin all material respects the financial position of the Seller as of the datesthereof and the income and retained earnings and sources and applications offunds for the periods then ended.

(b)         Except as set forth in Schedule 4.6(b) hereto forliabilities incurred since December 31, 2001 in the ordinary course of businessconsistent with past practice and otherwise set forth on Schedule 4.6(b)hereto, the Seller does not have any liabilities or obligations of any naturewhatsoever (whether absolute, accrued, contingent or otherwise) which are notadequately reserved or reflected on the Financial Statements of the Seller forthe quarter ended December 31, 2001, and there do not exist any circumstancesthat could reasonably be expected to result in such liabilities or obligations.

(c)             Schedule 4.6(c)(i) contains the Seller's accountsreceivable report as of the date hereof, which report is true and accurate inall material respects and has been prepared in accordance with the Seller'snormal practice.  The accountsreceivable reflected in the report contained in Schedule 4.6(c)(i) andall the accounts receivable arising after such date are or will be valid andgenuine from bona fide transactions in the ordinary course of the Seller'sbusiness and have been or will be recorded in accordance with the Seller'shistorical revenue recognition policy.  Except as set forth on Schedule 4.6(c)(ii), no account receivablehas been assigned or pledged to any other person and no defense or set off toany such account receivable has been asserted by the account obligor.  The allowance for bad debt for the Seller'saccounts receivable set forth on the unaudited balance sheet of Seller for themonth ended prior to the date of this Agreement (the "Balance Sheet of theSeller") is adequate and in accordance with the historical accountingpractices of the Seller.

**            4.7           Absenceof Certain Changes or Events.**Except as set forth in Schedule 4.7, since December 31, 2001, there hasnot been any Material Adverse Effect on the Seller (including withoutlimitation any loss of employees or Customers that has had a Material AdverseEffect, or that is reasonably likely to have a Material Adverse Effect, on theSeller) and, to the best knowledge of the Seller, no fact or condition existswhich is reasonably likely to cause such a Material Adverse Effect on theSeller in the future.  

**            4.8      LegalProceedings.**  Except as set forth in Schedule 4.8,the Seller is not a party to any, and there are no pending or, to the bestknowledge of the Seller, threatened, legal, administrative, arbitral or otherproceedings, claims, actions or governmental or regulatory investigations ofany nature against or affecting the Seller or any property or asset of theSeller, before any court, arbitrator, administrative agency or GovernmentalEntity, domestic or foreign, which would, if resolved against the Seller, eitherindividually or in the aggregate, have a Material Adverse Effect on the Seller,and no facts or circumstances have come to the Seller's attention which havecaused it to believe that such a claim, action, proceeding or investigationagainst or affecting the Seller which would, either individually or in theaggregate, have a Material Adverse Effect on the Seller could reasonably beexpected to occur.  Neither the Sellernor any property or asset of the Seller is subject to any order, writ,judgment, injunction, decree, determination or award which restricts itsability to conduct business in any area in which it presently does business orhas or could reasonably be expected to have, either individually or in theaggregate, a Material Adverse Effect on the Seller.  The Seller is not aware of any claim, or any facts orcircumstances which may give rise to a claim against the Seller or any employeeof the Seller (i) arising from personal injuries sustained by a present orformer employee of the Seller in the course of employment; or (ii) otherwisecompensable under a workers' compensation policy ("Workers' CompensationClaims").

**            4.9      Taxes.**Except as set forth in Schedule 4.9,within the times and in the manner prescribed by law, Seller has filed alldomestic and foreign, federal, state and local tax returns required by law andhas paid all taxes, assessments and penalties due and payable.  There are no present disputes as to taxes ofany nature payable by Seller.

            **4.10           Customersand Sales.   **Schedule4.10 is a correct and current list of all Customers of Seller as of the endof month preceding the date of this Agreement.  Except as indicated in Schedule 4.10, Seller has no informationand is not aware of any facts indicating that any of these Customers intend tocease doing business with Seller or materially alter  the amount of the business that they are presently doing withSeller.  

**                       4.11            Compliance with Laws.**Except as set forth in Schedule 4.11, the Seller holds all materiallicenses, franchises, permits and authorizations necessary for the lawfulconduct of its business under and pursuant to all, and has complied with and isnot in conflict with, or in default or violation of any (a) statutes, codes,ordinances, laws, rules, regulations, orders, judgments, injunctions ordecrees, published policies and guidelines of any Governmental Entity,applicable to the Seller or by which any property or asset of the Seller isbound or affected or (b) any note, bond, mortgage, indenture, deed of trust,contract, agreement, lease, license, permit, franchise or other instrument orobligation to which the Seller is a party or by which the Seller or any propertyor asset of the Seller is bound or affected; and the Seller neither knows of,nor has received notice of, any violations of any the above.  Schedule 4.11 hereto contains a listof all federal and state licenses, franchises, permits and authorizations necessaryfor the lawful conduct of its business.

**4.12            Certain Contracts.**

(a)         Except as set forth in Schedule 4.12(a)(i) hereto,the Seller is not a party to or bound by any contract, arrangement, commitmentor understanding (whether written or oral): (i) with respect to the employmentof any director, officer or employee, or with respect to the employment of anyconsultant which cannot be terminated without payment, (ii) which, upon theconsummation of the transactions contemplated by this Agreement, will result inany payment (whether of severance pay or otherwise) becoming due from theSeller to any officer or employee of the Seller, (iii) which is a materialcontract (as defined in Item 601(b)(10) of Regulation S-B of the Securities andExchange Commission) ("SEC") to be performed after the date of thisAgreement that has not otherwise been disclosed in writing to the Buyer, (iv)which is a consulting or other agreement (including agreements entered into inthe ordinary course and data processing, software programming and licensingcontracts) not terminable on ninety (90) days or less notice, (v) whichrestricts the conduct of any line of business by the Seller, (vi) with or to alabor union or guild (including any collective bargaining agreement), or (vii)any stock option plan, stock appreciation rights plan, restricted stock plan orstock purchase plan any of the benefits of which will be increased, or thevesting of the benefits of which will be accelerated, by the occurrence of anyof the transactions contemplated by this Agreement, or the value of any of thebenefits of which will be calculated on the basis of any of the transactionscontemplated by this Agreement. The Seller has previously delivered to the Buyertrue and complete copies of all employment, consulting and deferredcompensation agreements which are in writing and to which the Seller is aparty.  Each contract, arrangement,commitment or understanding of the type described in this section is referredto herein as a "Seller Contract".

(b)         Except as set forth in Schedule 4.12(b) hereto, (i)each Seller Contract is legal, valid and binding upon the Seller, assuming dueauthorization of the other party or parties thereto, and in full force andeffect, (ii) the Seller has in all material respects performed all obligationsrequired to be performed by it to date under each such Seller Contract, and(iii) no event or condition exists which constitutes or, after notice or lapseof time or both, would constitute, a material default on the part of the Sellerunder any such Seller Contract. 

**4.13       AgentContracts.**

The Seller has previouslydelivered a certificate containing a true and complete list of all agents andresale agreements ("Agent Contracts") between the Seller and anyagent and sub-agent (individually, an "Agent" and, collectively, the"Agents")  and a list of theamounts of standard commission (the "Standard Commission") and bonusand incentive payments (the "Bonus Payments") due pursuant to suchAgent Contracts.  The Seller herebyconfirms that the certification of Agent Contracts and other information istrue and correct in all respects.  TheSeller hereby represents that, other than Coastal Connections Corporation,there is no Agent who has any claim of right, title or interest in or to any ofthe Customers.  The Seller shall pay ormake provision for payment of all Bonus Payments associated with Agents onSchedule Schedule 8.2(j) prior to Closing.  Except as indicated therein, Seller has no information and is not awareof any facts indicating that any of these Agents intend to cease doing businesswith Seller or materially alter the amount of the business that they arepresently doing with Seller.

**4.14            Intentionally LeftBlank**

 

**4.15            Properties. **

(a)         The Seller does not own any real property. Except as set forth in Schedule 4.15(a)hereto, the Seller has good and marketable title to all other property owned byit and included in the balance sheet of the Seller for the period endedDecember 31, 2001, and owns such property subject to no encumbrances, liens,security interests, pledges or title imperfections except for (i) those itemsthat secure liabilities that are reflected in such balance sheet or the notesthereto, (ii) statutory liens for amounts not yet delinquent or which are beingcontested in good faith, and (iii) those items that do not, individually or inthe aggregate, have a Material Adverse Effect on the Seller or which do not andwill not interfere with the use of the property as currently used orcontemplated to be used by the Seller, or the conduct of the business of theSeller.

(b)         The Seller has not received any notice of a violation of anyapplicable zoning or environmental regulation, ordinance or other law, order,regulation or requirement relating to its operations or its properties and, tothe knowledge of the Seller, there is no such violation that is reasonablylikely to have a Material Adverse Effect.

(c)            Schedule 4.15(c) contains a true, complete andcorrect list of all leases pursuant to which the Seller leases any realproperty and all material leases pursuant to which the Seller leases anypersonal property, either as lessee or as lessor (the "SellerLeases").  Assuming dueauthorization of the other party or parties thereto, each of the Seller Leasesis valid and binding on the Seller and, to the best of the Seller's knowledge,valid and binding on and enforceable against all other respective parties tosuch leases, in accordance with their respective terms, subject to the effectof any applicable bankruptcy, reorganization, insolvency (including, withoutlimitation, all laws relating to fraudulent transfers), moratorium or similarlaws affecting creditors' rights and remedies generally and subject, as toenforceability, to the effect of general principles of equity (regardless ofwhether such enforceability is considered in a proceeding in equity or atlaw).  Except to the extent suchbreaches, defaults or events of default do not or will not have a MaterialAdverse Effect on the Seller and which do not or will not interfere with theuse of any property as currently used or contemplated to be used by the Selleror the conduct of the business of the Seller, there are not under such SellerLeases any existing breaches, defaults or events of default by the Seller, norhas the Seller received notice of, or made a claim with respect to, any breachor default by any other party to such Seller Leases.  The Seller enjoys quiet and peaceful possession of all suchleased properties occupied by it as lessee.

**4.16       Labor Matters.**  The Seller is not a party to any collective bargaining or other laborunion or guild contract nor has the Seller been approached by any collectivebargaining or other labor union or guild seeking to enter into a contract withthe Seller.  There is no pending or, tothe best knowledge of the Seller, threatened, labor dispute, strike or workstoppage against the Seller which may interfere with the business activities ofthe Seller.  Neither the Seller nor anyof its representatives or employees has committed any unfair labor practices inconnection with the operation of the business of the Seller, and there is nopending or, to the best knowledge of the Seller, threatened charge or complaintagainst the Seller by the National Labor Relations Board or any comparablestate agency.  Except as set forth on Schedule4.16 hereto, to its knowledge, the Seller has not hired any illegal aliensas employees.  To its knowledge, theSeller has not discriminated on the basis of race, age, sex or otherwise in itsemployment conditions or practices with respect to its employees.  There are no race, age, sex or other discriminationcomplaints pending, or, to the knowledge of the Seller, threatened against theSeller by any employee, former or current, before any domestic (federal, stateor local) or foreign board, department, commission or agency nor, to theknowledge of the Seller, does any basis therefor exist.

**4.17            IntellectualProperty.**  The Seller owns or possesses valid and binding licenses and other rightsto use without payment of any material amount all material patents, copyrights,trade secrets, trade names, service marks, trademarks, domain names, softwareand other intellectual property used in its business, which are set forth in Schedule4.17 hereto; the Seller has not received any notice of conflict withrespect thereto that asserts the right of others.  The Seller has performed in all material respects all theobligations required to be performed by it with respect to the items ofintellectual property set forth in Schedule 4.17 hereto and are not inmaterial default under any contract, agreement, arrangement or commitmentrelating to any of the foregoing.

**4.18            Agreements withRegulatory Agencies.**   The Seller is not subject to anycease-and-desist or other order issued by, or is a party to any writtenagreement, consent agreement or memorandum of understanding, commitment letter,suspension order, or similar undertaking (each a "RegulatoryAgreement") with any regulatory agency or any other Governmental Entitythat restricts the conduct of its business in any material respect, nor has theSeller been notified by any regulatory agency or any other Governmental Entitythat it is considering issuing or requesting any Regulatory Agreement.

**4.19       Books and Records. **Thebooks of account, minute books and other records of the Seller, all of whichhave been made available to the Buyer are complete and correct and have beenmaintained in accordance with sound business practices, including themaintenance of an adequate system of internal controls.  The minute books of the Seller containaccurate and complete records of all meetings held of, and corporate actiontaken by the stockholders, the Board of Directors of the Seller and anycommittee thereof, and no meeting of any such stockholders, Board of Directorsor committee thereof has been held for which minutes have not been prepared andare not contained in such minute books. 

**            4.20           RegulatoryApprovals. **Schedule4.20 sets forth all telecommunications approvals and other materialregulatory approvals which must be obtained by Seller and Buyer to enable Buyerto purchase the Assets and operate the Business on and after the Closing Date(the "Regulatory Approvals").

**            4.21           Adequacyof Assets.** The Assetsconstitute all of the assets held for use or used in connection with theBusiness as currently conducted by the Seller (other than the Excluded Assets)and the Assets are adequate to enable the Buyer to conduct the Business ascurrently conducted by the Seller. 

**4.22            Brokers Fees.**Neither the Seller nor any of its officers or directors, has employed anybroker or finder or incurred any liability for any broker's fees, commissionsor finder's fees in connection with any of the transactions contemplated bythis Agreement.

**4.23            Disclosure.** No representation or warranty contained inthis Agreement or any schedule to this Agreement contains any untrue statementof a material fact or omits to state a material fact necessary in order to makethe statements herein or therein, in light of the circumstances in which theyare made, not misleading.

**ARTICLE V**

**REPRESENTATIONS AND WARRANTIES OF NUI,NUI TELECOM AND BUYER**

NUI, NUI Telecom and Buyer hereby, jointly and severally,represent and warrant to the Seller as follows:

**5.1            CorporateOrganization and Qualification.**   

(a) NUI is a corporation dulyorganized, validly existing and in good standing under the laws of the State ofNew Jersey.  NUI has the corporate powerand authority to own or lease all of its properties and assets and to carry onits business as it is now being conducted, and is duly licensed or qualified todo business in each jurisdiction in which the nature of the business conductedby it or the character or location of the properties and assets owned or leasedby it makes such licensing or qualification necessary, except where the failureto be so licensed or qualified would not have a Material Adverse Effect on NUI. The Certificate of Incorporation and Bylawsof NUI, copies of which have previously been delivered to the Seller, are trueand complete copies of such documents as in effect as of the date of thisAgreement.

(b) NUI Telecom is a corporationduly organized, validly existing and in good standing under the laws of theState of New Jersey.  NUI Telecom hasthe corporate power and authority to own or lease all of its properties andassets and to carry on its business as it is now being conducted, and is dulylicensed or qualified to do business in each jurisdiction in which the natureof the business conducted by it or the character or location of the propertiesand assets owned or leased by it makes such licensing or qualificationnecessary, except where the failure to be so licensed or qualified would nothave a Material Adverse Effect on NUI Telecom.  The Certificate of Incorporation and Bylaws of NUI Telecom, copies ofwhich have previously been delivered to the Seller, are true and completecopies of such documents as in effect as of the date of this Agreement.

(c) Buyer is a limited liabilitycompany duly organized, validly existing and in good standing under the laws ofthe State of New Jersey.  Buyer has thecorporate power and authority to own or lease all of its properties and assetsand to carry on its business as it is now being conducted, and is duly licensedor qualified to do business in each jurisdiction in which the nature of thebusiness conducted by it or the character or location of the properties and assetsowned or leased by it makes such licensing or qualification necessary, exceptwhere the failure to be so licensed or qualified would not have a MaterialAdverse Effect on Buyer.  TheCertificate of Formation and Operating Agreement of Buyer, copies of which havepreviously been delivered to the Seller, are true and complete copies of suchdocuments as in effect as of the date of this Agreement.  Under Treasury Regulation Section301.7701-3(b)(1)(ii), Buyer is a domestic eligible entity with a single ownerthat is treated as disregarded as an entity from NUI Capital for federal incometax purposes.  Buyer has not andcovenants not to elect under Treasury Regulation Section 301.7701-3(c) to beclassified as an association taxable as a corporation.

**5.2            Capitalization.**

(a)         The authorized capital stock of NUI consists of 30,000,000shares of NUI Common Stock and 5,000,000 shares of Series A JuniorParticipating Preferred Stock ("NUI Preferred Stock").  As of December 31, 2001, 13,998,937 sharesof NUI Common Stock were issued and outstanding.  All of the issued and outstanding shares of NUI Common Stock havebeen duly authorized and validly issued and are fully paid, nonassessable and freeof preemptive rights with no personal liability attaching to the ownershipthereof.

(b)         The authorized capital stock of NUI Telecom consists of2,500 shares of common stock ("NUI Telecom Common Stock").  As of December 31, 2001, 2,500 shares of NUITelecom Common Stock were issued and outstanding.  All of the issued and outstanding shares of NUI Telecom CommonStock have been duly authorized and validly issued and are fully paid,nonassessable and free of preemptive rights with no personal liability attachingto the ownership thereof.  All issuedand outstanding shares of NUI Telecom are owned by NUI Capital.

(c)         All of the membership units of Buyer, as of the date hereof,are owned by NUI Capital.

**5.3            Authority; NoViolations.**

(a)         Each of NUI, NUI Telecom and Buyer have full corporate powerand authority to execute and deliver this Agreement and to consummate thetransactions contemplated hereby.  Theexecution and delivery of this Agreement by NUI, NUI Telecom and Buyer and theconsummation by NUI, NUI Telecom and Buyer of the transactions contemplatedhereby have been duly and validly authorized by all requisite corporate actionon the part of each of NUI, NUI Telecom and Buyer.  No corporate proceedings on the part of NUI, NUI Telecom or Buyerare necessary to approve this Agreement and to consummate the transactionscontemplated hereby.  This Agreement hasbeen duly and validly executed and delivered by NUI, NUI Telecom and Buyer and(assuming the due authorization, execution and delivery by the Seller)constitutes a valid and binding obligation of NUI, NUI Telecom and Buyer,enforceable against NUI, NUI Telecom and Buyer in accordance with its terms,subject to the effect of any applicable bankruptcy, reorganization, insolvency(including, without limitation, all laws relating to fraudulent transfers),moratorium or similar laws affecting creditors' rights and remedies generallyand subject, as to enforceability, to the effect of general principles ofequity (regardless of whether such enforceability is considered in a proceedingin equity or at law).

(b)         Neither the execution and delivery of this Agreement by eachof NUI, NUI Telecom and Buyer, nor the consummation by NUI, NUI Telecom orBuyer, as the case may be, of the transactions contemplated hereby, norcompliance by either NUI, NUI Telecom or Buyer with any of the terms orprovisions hereof, will (i) violate, conflict with or result in a breach of anyprovision of the Certificate of Incorporation or Bylaws of NUI or NUI Telecomor Certificate of Formation or Operating Agreement of Buyer, or (ii)(x) violateany statute, code, ordinance, rule, regulations, judgment, order, writ, decreeor injunction applicable to the NUI, NUI Telecom or Buyer or any of theirrespective properties or assets, or (y) violate, conflict with, result in abreach of any provisions of or the loss of any benefit under, constitute adefault (or any event which, with notice or lapse of time, or both, wouldconstitute a default) under, result in the termination of or a right oftermination or cancellation under, accelerate the performance required by, orresult in the creation of any lien, pledge, security interest, charge or otherencumbrance upon any of the terms, conditions or provisions of any note, bond,mortgage, indenture, deed of trust, license, lease, agreement or otherinstrument or obligation to which NUI, NUI Telecom or Buyer is a party, or bywhich they or any of their respective properties or assets may be bound oraffected, except (in the case of clause (y) above) for such violations,conflicts, breaches or defaults which, either individually or in the aggregate,will not have a Material Adverse Effect on NUI or NUI Telecom.

**5.4            Broker's Fees**.Neither NUI, NUI Telecom nor Buyer, nor any of their respective officers ordirectors, has employed any broker or finder or incurred any liability for anybroker's fee, commission or finder's fee in connection with any of thetransactions contemplated by this Agreement.

**5.5         SEC Reports**. NUI has previously made available to theSeller an accurate and complete copy of each final registration statement,prospectus, report, schedule and definitive proxy statement of NUI filed sinceSeptember 30, 2001 with the Securities and Exchange Commission("SEC") pursuant to the Securities Exchange Act of 1934, as amended(the "Exchange Act") or the Securities Act of 1933, as amended (the"Securities Act") (collectively, the "NUI SEC Reports"). NUI has timely filed (either by the requiredfiling date or pursuant to Rule l2b-25 promulgated under the Exchange Act) allNUI SEC Reports and other documents required to be filed by it under theSecurities Act and the Exchange Act and, as of their respective dates and allNUI SEC Reports complied with all of the rules and regulations of the SEC withrespect thereto.  As of their respectivedates, no such NUI SEC Reports contained any untrue statement of a materialfact or omitted to state any material fact required to be stated therein ornecessary in order to make the statements therein, in light of thecircumstances in which they were made, not misleading.  Since September 30, 2001 there has not beenany Material Adverse Effect on NUI and, to the best knowledge of NUI, no factor condition exists which will, or is reasonably likely to, cause such aMaterial Adverse Effect on NUI in the future.

**5.6            Disclosure**. No representation or warranty contained inthis Agreement contains any untrue statement of a material fact or omits tostate a material fact necessary in order to make the statements herein, inlight of the circumstances in which they are made, not misleading.  No information material to the transactionand which is necessary to make NUI's, NUI Telecom's and Buyer's representationsand warranties hereto contained not misleading, has been withheld from, or hasnot been delivered in writing to the Seller.

**ARTICLE VI**

**ADDITIONALREPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS OF SELLER**

Each Stockholder and the Seller represents and warrants toNUI, NUI Telecom and Buyer as follows:

**6.1            Investmentsin NUI Common Stock.**

(a)         Each Stockholder (together with such Stockholder's financialand other advisors, if any) and the Seller has such knowledge and expertise infinancial and business matters that each Stockholder and the Seller is capable ofevaluating the merits and risks of the acquisition of the NUI Common Stock bythe Seller and by each Stockholder upon distribution thereof by Seller and ofprotecting the Stockholder's interests in connection therewith.  Each Stockholder and the Seller has theability to bear the economic risk of his investment in NUI Common Stock.

(b)         Each Stockholder and the Seller has reviewed copies of NUI'sproxy statement dated December 20, 2001, annual report on Form 10-K for thefiscal year ended September 30, 2001, and will review any additional documentsfiled with the SEC provided by NUI.  Each Stockholder and the Seller has had an opportunity to discuss NUIsbusiness, management and financial affairs with NUI's management.

(c)         Each Stockholder and the Seller understands that the sharesof NUI Common Stock to be issued to the Seller and distributed to theStockholders in connection with the transaction will not be registered underthe Securities Act and will not be registered or qualified under the securitiesor blue sky laws of any jurisdiction, except as contemplated by the NUIRegistration Rights Declaration annexed as Exhibit A hereto.  Each Stockholder and the Seller furtherunderstands that such shares are being issued to the Seller and distributed toStockholders pursuant to exemptions contained in the Securities Act and otherapplicable securities and blue sky laws and that NUI's reliance on theseexemptions is based in part on the representations of each Stockholder and theSeller made herein.  Each Stockholder isacquiring shares of NUI Common Stock from the Seller for his own account andnot with a view to, or for resale in connection with any distribution thereofin violation of any applicable law, and unless the shares have been registeredin accordance with this Agreement and such registration is then in effect, eachStockholder has no present intention of selling, granting any participation in,or otherwise distributing the same in violation of any applicable law.  Each Stockholder and the Seller understandsthat the shares of NUI Common Stock issued in the Transaction will constitute"restricted securities" within the meaning of Rule 144 under theSecurities Act and that, as such, such shares must be held indefinitely unlessthey are subsequently registered under the Securities Act or unless anexemption from the registration requirements of the Securities Act isavailable.  Each Stockholder and theSeller is also aware of the provisions of Rule 144 under the Securities Actthat permit limited resales of shares purchased in a private placement subjectto the satisfaction of certain conditions, including the existence of a publicmarket for the shares, the availability of certain current public informationabout NUI, the resale occurring not less than one year after a party haspurchased and paid for the security to be sold, the sale being effected througha "broker's transaction" or in transactions directly with a"market maker" (as provided by Rule 144(f) under the Securities Act) andthe number of shares being sold during any three-month period not exceedingspecified limitations.

(d)         Without in any way limiting the representations set forthabove, each Stockholder further agrees not to make any disposition of all orany portion of the shares of NUI Common Stock received by such Stockholder as aresult of the Transaction unless and until:

(i)            there is then in effect aregistration statement under the Securities Act covering such proposeddisposition and such disposition is made in accordance with such registrationstatement; or

(ii)            the Stockholder (A) has notified NUIof the proposed disposition and has furnished NUI with a reasonably detailedstatement of circumstances surrounding the proposed disposition and (B) ifrequested by NUI, has furnished NUI with an opinion of counsel, reasonablysatisfactory to NUI, that such disposition will not require registration underthe Securities Act.

(e)         It is understood that each certificate representing sharesof NUI Common Stock received by the Seller and the Stockholders as a result ofthe Transaction will bear a legend substantially to the following effect (inaddition to any legend required under applicable state securities or blue skylaws):

THESE SECURITIES HAVENOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THESECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROMREGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIESACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO ANEFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO ANAVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATESECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TOSUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO NUI. THESE SECURITIES MAY BE PLEDGED INCONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCHSECURITIES.

**6.2            Execution;No Violation.**

(a)         This Agreement has been duly executed and delivered by eachStockholder, constitutes a valid and binding obligation of each Stockholder,and is enforceable against each Stockholder in accordance with its terms,subject to the effect of any applicable bankruptcy, reorganization, insolvency(including, without limitation, all laws relating to fraudulent transfers),moratorium or similar laws affecting creditors' rights and remedies generallyand subject, as to enforceability, to the effect of general principles ofequity (regardless of whether such enforceability is considered in a proceedingin equity or at law).

(b)         No filing, authorization, consent or approval of, or filingor registration with, any Governmental Entity or with any third party isnecessary with respect to any Stockholder in connection with the execution,delivery and performance of this Agreement by each Stockholder.

**ARTICLE VII**

**COVENANTS OFTHE SELLER**

**            7.1           Conductof the Business Pending Closings.  **TheSeller agrees that from the date hereof until the Closing Date or the date oftransfer of the Assets, if subsequent to Closing, NUI Telecom and the Buyershall have management control of the Business and Assets and, except asotherwise approved in writing by NUI Telecom and the Buyer:

a)                 *Conduct of Businessin Normal Course*. Seller shall carry on its business and activitiesdiligently and in substantially the same manner as they previously have beencarried on, and shall not make or institute any unusual or novel methods ofpurchase, sale, lease, management, accounting or operation that will vary materiallyfrom the methods used by Seller as of the date of this Agreement unlessotherwise approved by NUI Telecom and the Buyer.  Without limiting the foregoing, the Seller shall operate thebusiness in the same manner  as Sellerpreviously conducted the Business and shall make those changes as necessary togain benefits of the synergies of the acquisition of the Assets making allchanges determined appropriate by NUI Telecom and the Buyer.

b)                 *Preservation ofBusiness and Relationships*.   Seller shall use its best efforts, without making any commitments onbehalf of NUI Telecom and the Buyer, to preserve its business organizationintact, to keep available its present officers and employees unless otherwisedirected by NUI Telecom and the Buyer in its discretion, and to preserve itspresent relationships with suppliers, Customers and others having businessrelationships with it. 

c)                 *No Asset acquisitionor disposition.*  The Seller willmake no material acquisition or disposition of Assets, nor incur any additionalindebtedness related to the Business or the Assets.

d)                 *Liens*.  The Seller shall not create and shall notpermit any third party to create any liens, encumbrances and shall conduct theBusiness only in the normal course generally consistent with past practice.

e)                 *Contracts*.  The Seller shall not enter into any leases,licenses, contracts, agreements, arrangements, understandings or othercommitments relating to the Business or the Assets.

f)                   *Obligations*.  The Seller shall continue to meet thecontractual obligations of, and to pay noncontested obligations relating to theBusiness as they mature in the normal course. The Seller shall be obligated topay or otherwise satisfy in the ordinary course all of the trade payables ofthe Business and shall fully pay or cause to be paid or otherwise satisfied allother claims or liabilities relating to the Assets or the Business incurredthrough the Closing Date with respect to the Business and the Assets sold andtransferred on such date and through the  transfer date with respect to the Business and the Assets sold andtransferred subsequent to the Closing.

g)                 *Certain CarrierCharges.*  The Buyer and theSeller shall review   charges associatedwith the movement of customer lines from the Network One Contract to alternatecarriers.  Specific charges related tothe movement of Toll Free (NASC fees) and the PIC change charges associatedwith long distance lines will be quantified as they relate to the trafficmigration.  Any such charges associatedwith this movement of lines off of the Network One Contract which are incurredafter the date of this Agreement shall be  an obligation of Seller and shall be paid by Seller at the time suchcharges are incurred by Seller.

h)                 *Suppliers*.  The Seller shall use commercially reasonableefforts to maintain the business relations of the Seller with its suppliers,Customers and others with whom it has business relations relating to theBusiness generally consistent with past practice.

i)                   *Contracts.** ***TheSeller shall not terminate or modify any existing contract with Customers ortelecommunications suppliers; provided, however, Buyer shall not have any rightor authority to exercise any control over decisions made by Seller with respectto the Network One Contract.

**            7.2      NoNegotiations/Solicitations**. TheSeller will not directly or indirectly (through a representative or otherwise)solicit or furnish any information to any prospective buyer, or commence orconduct presently ongoing negotiations with any other party, or enter into anyagreement with any other party concerning the sale of the Business or theAssets, or any material part thereof (an "Acquisition Proposal"); andthe Seller shall promptly notify the Buyer of the receipt of any AcquisitionProposal and the terms thereof, provided that the Seller shall be under noobligation to disclose to the Buyer the identity of the author of any suchAcquisition Proposal. The Seller shall not dispose of any interest in amaterial portion of the Business or the Assets except pursuant to thisAgreement, as the same may be amended and in affect from time to time

**7.3            Previously UnbilledCall Detail Records.   **The  Buyer will seek to collect any revenuesassociated with Seller's outstanding accounts receivable arising prior to thedate of this Agreement.  The Buyer willalso seek to collect any revenues associated with previously unbilled CallDetail Records ("CDR's") for customer usage before the April 2002usage period on behalf of the Seller.  With respect to revenue collected by the Buyer related to either theSeller's outstanding accounts receivable arising prior to the date of thisAgreement or previously unbilled CDRs, such revenue  will be remitted directly to the Seller less an agreed uponcollection fee of one-half of one percent (.5%) of the revenue collected.  The Buyer will apply its normal collectionprocesses and procedures in order to collect as much of this revenue as ispossible.  The revenue associated withthese collection efforts will not be counted in the Base Monthly Revenueamounts considered for the Purchase Price calculations set forth in Section2.1.

**7.4         DueDiligence. **

**(a) **The Seller shall affordto the Buyer, NUI Telecom and NUI, their respective counsel, accountants andother representatives full access to the Assets and the Assumed Liabilities,including personnel, offices, properties, books and records of the Seller inorder that the Buyer, NUI Telecom and NUI may have full opportunity to makesuch investigations as they shall desire; and the Seller will cause itsofficers and accountants to furnish such additional financial and operatingdata, including but not limited to accounting records, inventory records,financial records, information systems, tax returns, fixed asset records,property records, leases and other information as the Buyer, NUI Telecom andNUI shall from time to time request relating to the Business, the Assets or theAssumed Liabilities; provided however, that any such investigation shall beconducted in such a manner as not to interfere unreasonably with the operationsof the Business of the Seller.

(b) In addition to any otherconfidentiality covenants and obligations imposed under this Agreement, theparties agree to comply with the confidentiality agreement dated as of October4, 2001 between NUI Telecom and the Seller (the "ConfidentialityAgreement"), which is incorporated herein by reference.  NUI, Buyer and each Stockholder shall complywith the Confidentiality Agreement as if originally a party thereto.

**            7.5           Disclosuresand Announcements.  **Nopress releases or filings shall be made by any party without the prior writtenapproval of the other parties.  Allnotices to third-parties, including but not limited to, regulatory authorities,Customers, vendors and landlords, concerning this Agreement or the transactionscontemplated hereby shall be jointly planned and coordinated by the partieshereto. Except as required by applicable law, the Seller, the Buyer, NUITelecom and NUI shall not give notice to third parties or otherwise make anydisclosure, public statement or releases concerning this Agreement or the transactionscontemplated hereby except with the express written consent of the otherparties.  The Seller acknowledges andaffirms that it has no legal or regulatory obligation to disclose the existenceof this Agreement or the proposed transaction, except to those Persons setforth on Schedule 4.4.

**            7.6           Consents.** The parties hereto shall cooperate with eachother and use all reasonable efforts promptly to prepare and file all necessarydocumentation, to effect all applications, notices, petitions and filings, andto obtain as promptly as practicable all permits, consents, approvals andauthorizations of all third parties and Governmental Entities including withoutlimitation, all Regulatory Approvals, which are necessary or advisable toconsummate the transactions contemplated by this Agreement (including withoutlimitation all regulatory filings and approvals necessary to transfer ownershipof the customer accounts and the  Letters of Agency from Seller in each state where Seller currently hasend users and at the Federal Communications Commission, which the partieshereby jointly agree shall be prepared and prosecuted by the law firm ofNowalsky, Bronston & Gothard, APLLC, on their joint behalf).  The Buyer and Seller shall have the right toreview in advance, and to the extent practicable each will consult with theother on, in each case subject to applicable laws relating to the exchange ofinformation, all the information relating to the Seller, NUI Telecom, NUI orBuyer, as the case may be, which appear in any filing made with or writtenmaterials submitted to, any third party or any Governmental Entity inconnection with the transactions contemplated by this Agreement.  In exercising the foregoing right, each ofthe parties hereto shall act reasonably and as promptly as practicable.  The parties hereto agree that they willconsult with the others with respect to the obtaining of all permits, consents,approvals and authorizations of all third parties and Governmental Entitiesnecessary or advisable to consummate the transactions contemplated by thisAgreement and each party will keep the other apprised of the status of mattersrelating to completion of the transactions contemplated herein.  NUI (or NUI Telecom or Buyer, as the casemay be) and the Seller shall promptly furnish each other with copies of writtencommunications received by NUI, Buyer, NUI Telecom or Seller, as the case maybe, from, or delivered by any of the foregoing to, any Governmental Entity inrespect of the transactions contemplated hereby.

**7.7            Schedules.**  The Seller shall have a continuingobligation to promptly notify the Buyer in writing with respect to any matterarising or discovered after the date of execution of this Agreement, whichmatter, if existing or known at the date hereof, would have been required to beset forth or described in the Schedules to this Agreement. 

**7.8         Bulk Sales**.  The Seller agrees to and does hereby indemnify and hold the Buyerharmless from and against all claims, losses, demands, damages, liabilities,losses, costs and expenses resulting from or relating to noncompliance by theBuyer or the Seller with the bulk transfer provisions of the Uniform CommercialCode (or any similar law) ("Bulk Sales Laws") in connection with thesale and transfer of the Assets to the Buyer (other than the AssumedLiabilities) and the Buyer and Seller agree to comply with escrow and bulksales filings as set forth in Section 12.2. 

**7.9**            **Securities Laws Matters; RegistrationRights**.

(a)         During the two-year period following the Closing Date, NUIshall use its reasonable best efforts to make current public informationavailable in accordance with Rule 144(c) under the Securities Act.

(b)            NUIshall, within a reasonable period of time after the Closing Date, but no laterthan thirty (30) days after the Closing Date, file a registration statementunder the Securities Act to register for resale the shares of NUI Common Stockto be delivered to the Seller related to the Completed Regulatory Approvals andultimately distributed to the Stockholders of the Seller (the"Registration Statement").  The Registration Statement may be filed for an offering to be made byNUI on a delayed or continuous basis pursuant to Rule 415 under the SecuritiesAct, all as more fully described in the NUI Declaration of Registration Rightsannexed hereto as Exhibit A.  Notwithstanding anything to the contrary contained herein, NUI shall notbe obligated to file a registration statement pursuant to this Declarationuntil the expiration of a period of 90 days following the closing of the publicoffering of NUI Common Stock pursuant to Registration Statement number333-81868.  NUI shall use its reasonablebest efforts to cause to become effective the Registration Statement aspromptly as practicable after filing, and, where necessary, to keep suchRegistration Statement effective, all as more fully described in the NUIDeclaration of Registration Rights. 

(c)         At or prior to the time that NUI registers for resale theshares of NUI Common Stock issued in connection with the transaction under theSecurities Act, NUI shall cause such NUI Common Stock to be listed on the NewYork Stock Exchange or any other national securities exchange or quotationsystem, if any, upon which NUI Common Stock is trading or is being quoted atsuch time.

**7.10       PostClosing Obligations of Seller.**

(a)            *Change of Name.* On or immediately after the Closing Date,Seller shall amend its Certificate of Incorporation so as to change itscorporate name and will thereafter take such action as may reasonably berequested by Buyer, NUI or NUI Telecom to make its present corporate nameavailable to them.

(b)            *Dissolution.* On or immediately after the transfer to theBuyer of all of the Assets, the Seller shall commence to promptly liquidate anddissolve as a corporation, and will distribute the shares of NUI Common Stockreceived pursuant to Section 2.3 hereof to the Stockholders in completecancellation and redemption of their shares of Seller's capital stock, pursuantto this Plan of Reorganization including adoption of a Plan of Liquidation bythe Seller.

**7.11**       **No Inconsistent Actions.** Prior to the Closing Date, except asotherwise permitted by this Agreement, no party will enter into any transactionor make any agreement or commitment and will use reasonable efforts not topermit any event to occur, which could reasonably be anticipated to result in(x) a denial of the regulatory approvals referred to in Section 8.1(a) or (y)the imposition of any condition or requirement that would materially adverselyaffect the economic or business benefits of the transactions contemplated bythis Agreement.

**7.12**       N**on-Compete Agreements.** The Seller and each of the Stockholdersshall enter into Non-Competition Agreements in the form annexed as Exhibit Bhereto (the "Non-Competition Agreements").

**ARTICLE VIII**

**CONDITIONSPRECEDENT**

**8.1**            **Conditions to Each Party's Obligation**. 

 (a) The respective obligation of each party to proceed with theClosing shall be subject to the satisfaction at or prior to the Closing of thefollowing conditions:

            (1)           *RegulatoryApprovals*. All filings required to be made prior to the Closing Date  and Regulatory Approvals and all othermaterial consents, approvals, waivers and authorizations required to beobtained prior to the Closing Date from Governmental Entities  or other persons in connection with theexecution and delivery of this Agreement and purchase and sale of the assets inthe States listed on the Schedule 8.1 shall have been made and allmaterial consents required to be obtained to consummate the transactionscontemplated by this Agreement at the Closing shall have been obtained in formand substance satisfactory to the parties and shall be in full force and effectand all statutory waiting periods in respect thereof shall have expired or beenterminated (all such approvals and the expiration of all such waiting periodsbeing referred to herein as the "Requisite Regulatory Approvals"). 

*            (*2*)           Absence of Suit.*  No action, suit or proceeding before anycourt or any Governmental Entity shall have been commenced or threatened, andno investigation by any Governmental Entity shall have been commenced, againstthe Buyer or the Seller, or any of their respective Affiliates, (i) seeking torestrain, prohibit or enjoin the consummation of the transactions contemplatedhereby or to change any of the terms thereof, (ii) questioning the validity,legality or enforceability of any such transactions, or (iii) seeking damagesin connection with any such transactions.

**8.2**            **Conditions to Obligations of NUI and Buyer.** The obligation of NUI, NUI Telecom and Buyerto consummate the transactions contemplated herein is subject to thesatisfaction or waiver by NUI, NUI Telecom and Buyer, at or prior to theClosing Date, of the following conditions:

(a)            *Representations andWarranties.* The representations andwarranties of the Seller set forth in this Agreement shall be true and correctas of the date of this Agreement and (except to the extent such representationsand warranties speak as of an earlier date) as of the Closing Date as thoughmade on and as of the Closing Date.  

(b)            *Compliance WithAgreement.* The Seller shall haveperformed and complied in all material respects with each obligation andcovenant required to be performed or complied with by the Seller pursuant tothe terms of this Agreement at or prior to the Closing Date, including deliveryof the Closing Documents, which shall be in form and substance satisfactory tocounsel for the Buyer. 

(c)         *No Prohibition. *Neither theconsummation nor the performance of any of the transactions contemplated bythis Agreement will directly or indirectly (with or without notice or lapse oftime), materially contravene, or conflict with, or result in a materialviolation of, or cause the Buyer to suffer any material adverse consequenceunder (i) any applicable laws, or (ii) any law that has been published,introduced, or otherwise proposed by or before any Governmental Entity.

(d)            *Absence of Liens.* At or prior to the Closing, at the expense ofthe Seller, the Buyer shall have received a UCC search report issued by theSecretaries of States in all States listed on Schedule 8.1 as well as the Stateof incorporation of the Seller and the Clerks of Counties from alljurisdictions in which the Seller maintains a principal office for the conductof business or owns real property indicating that there are no filings underthe UCC on file with such office which name the Seller as debtor or otherwiseindicate any lien on the Assets.

(e)            *Condition of Assets*. The Assets shall not have been affected inany way as a result of any fire, accident, storm or other casualty or labor orcivil disturbance or act of God or the public enemy constituting a MaterialAdverse Effect.

(f)          *DueDiligence*.  Buyer shall havecompleted its due diligence to its satisfaction.

(g)         *Interim Operations.* Since the December 31, 2001 (the"Financial Statement Date"), the Business has been conducted only inthe ordinary and usual course of business consistent with past practice.  Without limiting the generality of theforegoing, the Seller has not since the Financial Statement Date:

i)                   suffered any material adverse change in its financialcondition, Business, operations, Assets or customer base; or

ii)                  sold, transferred, or otherwise disposed of any materialportion of the Assets except in the ordinary and usual course of business andconsistent with past practice.

(h)         *The Non-CompetitionAgreements*.  The Seller and each ofthe Stockholders shall have entered into the Non-Competition Agreements.

(i)          *Lock-up Agreements.* Each of the Seller and the Stockholdersshall have entered into a Lock-Up Agreement (the "Lock-Up Agreement")substantially in the form attached hereto as Exhibit F.

(j)*          Agent Releases.* Prior to Closing, the Seller shall haveobtained a release and agreement from each agent listed on the attached Schedule8.2(j) substantially in the form attached hereto as Exhibit G (each a"Release and Agreement").  TheSeller shall have obtained a new agent or sub agent agreement in the formapproved by NUI Telecom, provided that the non-solicitation provisions thereofshall apply to all current Customers.  If the Seller has not obtained a new NUI Telecom approved agentagreement for each agent listed on the attached Schedule 8.2 (j), theBuyer and NUI Telecom shall have the right to (i) obtain a new NUI Telecomagent agreement directly with such agent or (ii) adjust the Purchase Price toexclude the Base Monthly Revenue associated with Customers serviced by an Agentwho does not sign an NUI Telecom approved agent agreement.

 (k)        *Agent Contracts. *Prior to Closing, the Seller shall have obtained a new  agent or sub agent agreement in the formapproved by NUI Telecom as to the agents listed on the attached Schedule8.2(k)  The approved NUI Telecom agentagreements for agents listed on Schedule 8.2(k) who are not eligible for anyBonus Payment related to the sale of Assets will include non-solictationprovisions only relating to all new Customers sold by such agents.  If the Seller has not obtained a new NUITelecom approved agent agreement for each agent listed on the attached Schedule8.2 (k), the Buyer and NUI Telecom shall have the right to (i) obtain a new NUITelecom agent agreement directly with such agent or (ii) adjust the PurchasePrice to exclude the Base Monthly Revenue associated with Customers serviced byan Agent who does not sign an NUI Telecom approved agent agreement.

**8.3**            **Conditions to Obligations of the Seller.** The obligations of the Seller to consummatethe transaction contemplated herein is subject to the satisfaction, or waiverby the Seller, at or prior to the Closing of the following conditions:

(a)            *Representations andWarranties.*  The representations andwarranties of NUI, NUI Telecom and Buyer set forth in this Agreement shall betrue and correct of the date of this Agreement and (except to the extent suchrepresentations and warranties speak as of an earlier date) as of the ClosingDate, as though made on and as of the Closing Date. 

(b)            *Compliance WithAgreement.* The Buyer, NUI Telecomand NUI shall have performed and complied in all material respects with eachobligation and covenant required to be performed or complied with by the Buyer,NUI Telecom and NUI, as the case may be, at or prior to the Closing Datepursuant to the terms of this Agreement, including delivery of the ClosingDocuments, which shall be in form and substance satisfactory to counsel for theSeller. 

(c)         *No Prohibition. *Neither the consummation nor theperformance of any of the transactions contemplated by this Agreement willdirectly or indirectly (with or without notice or lapse of time), materiallycontravene, or conflict with, or result in a material violation of, or causethe Seller to suffer any material adverse consequence under (i) any applicablelaws, or (ii) any law that has been published, introduced, or otherwiseproposed by or before any Governmental Entity. 

(d)            *Registration RightsDeclaration*.  The NUI RegistrationRights Declaration shall have been adopted by the Board of Directors of NUI andshall be in full force and effect as of the Closing Date.

**ARTICLE IX**

**CLOSING**

**            9.1           ClosingDate.**  (a)  The closing of the acquisition and assumption of the Assets of theCompany in the States listed on Schedule 8.1 and the consummation of thetransactions contemplated by the Agreement in such States (the"Closing") shall take place at the offices of Gibbons, Del Deo,Dolan, Griffinger & Vecchione, P.C., One Riverfront Plaza, Newark, NewJersey, 07102-5497 at 10:00 a.m. local time on the later of (i) completion ofthe Reconciliation Procedures set forth in Section 3.2(a) and (ii) the third (3rd)business day following the receipt of the Requisite Regulatory Approvals or atsuch other time and place as may be mutually agreed upon by the parties (the"Closing Date").  In addition,the Closing shall also include the acquisition of the Assets located in anyother State in which the Regulatory Approvals related to such State have beenobtained.  All proceedings to take placeon the Closing Date shall be deemed to take place simultaneously and nodelivery shall be deemed to have been made until all such proceedings have beencompleted.

(b)            *Transfer Instruments and Closing Documents*. In the event that all the RegulatoryApprovals are not obtained by the Closing Date but at least the RequisiteRegulatory Approvals have been obtained, the parties agree to undertake to aClosing with respect to all the States as to which the Regulatory Approvalshave been obtained and the Assets may be transferred and to issue all the NUICommon Stock in payment of the Purchase Price in full upon satisfaction of theClosing conditions set forth in this Article IX, provided, in the opinion ofcounsel to the Buyer, Buyer will be able to file a registration statementrelating to all NUI Common Stock delivered at Closing within 30 days of theClosing.  At Closing, the Seller shalldeliver executed but undated Transfer Instruments and Closing Documentsrelating to states for which Regulatory Approvals are pending to be held inescrow and upon receipt of the Regulatory Approvals the Seller shall deliverthe opinion of counsel to the effect the appropriate Regulatory Approvals havebeen obtained and such Closing Documents and Transfer Instruments shall bedated the date of receipt of such Regulatory Approval and released from theRegulatory Approval Escrow and the shares of NUI Common Stock related theretoshall also be delivered in accordance with Section 3.4 of this Agreement. 

**            9.2           Documentsto be Delivered by the Seller at the Closing.** At the Closing, the Seller shalldeliver to the Buyer, NUI Telecom and NUI the following documents:

(a)               *Transfer Instruments.*  Such bills of sale, assignments, licensesand other good and sufficient instruments of transfer, conveyance andassignment in form and substance reasonably acceptable to the Buyer andeffectively to vest in the Buyer all of the Seller's right, title and interestin and to the Assets (the "Transfer Instruments") for which theRegulatory Approvals have been obtained in accordance with the terms of thisAgreement.  At the Closing, as to allAssets in States for which Regulatory Approvals are pending, the Seller shalldeliver to the Escrow Agent the Transfer Instruments and other ClosingDocuments relating to such Assets to be held in Escrow until the RegulatoryApproval relating to such Asset is received.  The Transfer Instruments and other Closing Documents will be dated as ofthe date of receipt of such Regulatory Approval.

(b)              *Compliance Certificate.*  A certificate signed by the Seller to theeffect that the representations and warranties of the Seller set forth inArticle IV of this Agreement are true and correct in all material respects onand as of the Closing Date, with the same effect as though made or given on andas of the Closing Date (except for changes contemplated or permitted by theterms of this Agreement, consented to in writing by the Buyer, or made as of aparticular date, in which case such representations and warranties shall havebeen true and correct in all material respects as of such date), and that theSeller has performed and complied in all material respects with each obligationand covenant required to be performed or complied with by the Seller on orprior to the Closing Date.

(c)               *Good StandingCertificates.*  A good standingcertificate of the Seller from the Secretary of State of the state of itsformation and any other jurisdiction where the Seller is required to bequalified to do business and which is listed on Schedule 4.1, obtainedat the expense of Seller, dated within fifteen (15) days of the Closing.

(d)              *Secretary's Certificate.*  A Certificate, dated the Closing Date anddelivered on the Closing Date, executed by the Secretary of the Seller, whichshall (i) attach a certified copy of the resolutions of the board of directorsof the Seller authorizing and approving this Agreement and the consummation ofthe transactions contemplated by this Agreement; and (ii) identify by name andtitle and bear the signature of its officer authorized to execute any ClosingDocument to be executed and delivered on behalf of the Seller pursuant to theterms of this Agreement.

(e)               *Opinion of Counsel.*  A written opinion of counsel to the Seller,dated as of the Closing Date and delivered on the Closing Date addressed toBuyer in form reasonably acceptable to Buyer.

(f)                *Release of Encumbrances.* UCC-3 termination statements orother evidence of the release of all Liens on the Assets.

(g)               *Escrow Agreements.*  Prior to the Closing Date, the Buyer and theSeller shall have executed and delivered the Indemnification Escrow Agreement,the Regulatory Approval Escrow Agreement and the Bonus Escrow Agreementsubstantially in the form attached hereto as Exhibits C, D and E, respectively.

(h)               *Non-CompetitionAgreements. *Prior to the Closing,the Non-Competition Agreements shall have executed and delivered to the Buyerby each Stockholder and the Seller.

(i)                 *Lock-Up Agreements.*  The Lock-Up Agreements shall have beenexecuted and delivered to the Buyer by each of the Seller and each Stockholder.

(j)                *Agent Release.*  The Seller shall deliver the Release andAgreements for each Agent required by Section 8.2(j) of this Agreement.

(k)              *Agent Contracts. *The Seller shall deliver the signed NUITelecom approved agency agreements required by Section 8.2(k).

(l)                 *Other Documents.*** **Allother documents, instruments or writings required to be delivered to the Buyerpursuant to the terms of this Agreement, including documents evidencing theRequisite Regulatory Approvals and all other Regulatory Approvals received bythe Closing Date.

**            9.3           Documentsto be Delivered by the Buyer, NUI Telecom and NUI.**  At the Closing, the Buyer, NUI Telecom andNUI shall deliver to the Seller the following documents:

(a)            *Secretary'sCertificate.*   Certificate dated theClosing Date and delivered on the Closing Date executed by the Secretary ofeach of the Buyer, NUI Telecom and NUI, which shall (i) attach a certified copyof the resolutions of the board of directors of NUI, NUI Telecom and of themembers of Buyer authorizing and approving this Agreement and the consummationof the transactions contemplated by this Agreement; and (ii) identify by nameand title and bear the signature of its officer authorized to execute anyClosing Document to be executed and delivered on behalf of the Buyer, NUITelecom and NUI, as the case may be, pursuant to the terms of this Agreement.

(b)            *Payment andAssumption. *The Buyer shall havedelivered the shares of NUI Common Stock in accordance with Section 2.3.  Appropriate instruments evidencing Buyer'sAssumed Liabilities shall have been delivered to Seller.

(c)            *ComplianceCertificate.* Certificates signed by each of the Buyer, NUI Telecom and NUIto the effect that the representations and warranties of the Buyer, NUI Telecomand NUI set forth in Article V of this Agreement are true and correct in allmaterial respects on and as of the Closing Date with the same effect as thoughmade or given on and as of the Closing Date (except for changes contemplated orpermitted by the terms of this Agreement, consented to in writing by theSeller, or made as of a particular date, in which case such representations andwarranties shall have been true and correct in all material respects as of suchdate), and that the Buyer, NUI Telecom and NUI have performed and complied inall material respects with each obligation and covenant required to beperformed or complied with by the Buyer, NUI Telecom and NUI on or prior to theClosing Date.