EXHIBIT 10.1

                            ASSET PURCHASE AGREEMENT

         ASSET PURCHASE AGREEMENT (this "Agreement"), entered into this 10th day
of July, 1998, by and among AMERICAN UNITED GLOBAL, INC., a Delaware corporation
("AUGI"),   CONNECTSOFT  COMMUNICATIONS   CORPORATION,  a  Delaware  corporation
("CCC"), CONNECTSOFT HOLDING CORP., a Washington corporation ("Connectsoft") and
EXECUTIVE  TELECARD,   LTD.,  a  Delaware   corporation   ("EXTEL")  and  C-SOFT
ACQUISITION  CORP., a Delaware  corporation,  and a  wholly-owned  subsidiary of
EXTEL (the "Buyer).

                              W I T N E S S E T H :

         WHEREAS,  CCC is  engaged  in the  business  of  developing  a unified,
intelligent  communications system which it markets under the name FreeAgent(TM)
(the "FreeAgent Technology"); and

         WHEREAS,  Connectsoft  owns  and  (through  an  affiliate,   InterGlobe
Networks, Inc.  ("InterGlobe"))  operates a central  telecommunications  network
center (the "CNOC") located in Seattle,  Washington and the hardware  networking
equipment,  computers and software  associated  therewith (the "CNOC Business");
and

         WHEREAS, the Buyer is interested in acquiring  substantially all of the
assets  and  business  associated  with the  FreeAgent  Technology  and the CNOC
Business (collectively, referred to herein as the "Businesses"); and

         WHEREAS,  each of CCC and  Connectsoft  (hereinafter  individually  and
collectively  referred  to as the  "Seller")  has  agreed  to  sell  (a)  all or
substantially  all of the  tangible  and  intangible  assets  of CCC,  including
without  limitation,  all software,  engineering,  developments  and  technology
associated  with  the  FreeAgent  Technology,  and (b) the  hardware  networking
equipment,  computers and software relating to the CNOC Business  (collectively,
the "Assets"),  and the  Businesses,  to the Buyer,  and the Buyer has agreed to
purchase such Assets and the  Businesses,  all upon the terms and conditions set
forth in this Agreement;

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants and agreements  herein set forth,  the  sufficiency of which is hereby
acknowledged, the parties hereby covenant and agree as follows:

         1. ASSETS.

         1.1  Acquired  Assets.  Subject  to the  terms and  conditions  of this
Agreement, on the Closing Date (as such term is hereinafter defined), the Seller


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shall sell,  transfer and deliver to the Buyer, and the Buyer shall purchase and
receive  from the  Seller,  the  Assets,  including,  but not  limited  to,  the
following:

             (a) All  items  of  tangible  fixed  assets,  furniture,  fixtures,
machinery,  equipment,  computers,  computer  systems  and  vehicles  of CCC and
Connectsoft which are used in the operation of the Businesses, and which are set
forth on Schedule 1.1(a) hereto (collectively, the "Fixed Assets"), all of which
are  presently  held by CCC other  than the  CNOC,  which is  presently  held by
Connectsoft;

             (b) All inventory and supplies of the Seller;

             (c) All trade  names,  trademarks,  patents,  copyrights,  customer
lists, supplier lists, trade secrets,  computer software programs,  engineering,
technical information, and other such knowledge and information constituting the
"know-how" of the Seller;

             (d) The  goodwill  of the  Businesses  and  their  value  as  going
concerns;

             (e) To the  extent  assignable,  all  licenses  and  permits of the
Seller;

             (f) All books, records,  printouts,  drawings,  data, files, notes,
notebooks, accounts, invoices, correspondence and memoranda of the Seller; and

             (g)  All  other  rights  and  assets  of  any  kind,   tangible  or
intangible,  of the Seller (including the Material  Contracts listed on Schedule
5.8 hereto, which Buyer specifically assumes the obligations thereunder) whether
or not reflected in their  internal  financial  statements or on their books and
records.

On the Closing Date, the Seller shall execute and deliver to the Buyer a bill of
sale in respect of the Assets,  all in the form of Exhibit A annexed  hereto and
made a part hereof.

         1.2 Excluded Assets.  Notwithstanding anything in this Agreement to the
contrary,  the Assets  shall not  include,  and the Seller  shall retain (a) all
cash,  marketable  securities,  accounts  receivable and notes receivable of the
Seller, (b) those specific assets of the Seller relating to the Businesses which
are identified on Schedule 1.2 to this  Agreement,  (c) all bank accounts of the
Seller,  (d) all rights to any tax refunds of the Seller, (e) the Seller's stock
record books,  minute  books,  and tax returns,  (f) all of the Seller's  rights
under this Agreement,  and (g) those miscellaneous other assets or properties of
each of CCC and  Connectsoft  which  are not  related  to either  the  FreeAgent
Technology  or the CNOC  Business  and  which are  identified  on  Schedule  1.2
(collectively, the "Excluded Assets").


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         2.  LIABILITIES.

             2.1 Assumed  Liabilities.  Subject to the terms and  conditions  of
this Agreement,  on the Closing Date, the Seller shall assign to the Buyer,  and
the Buyer shall assume and agree to pay and perform when due,  only the specific
liabilities,  obligations and indebtedness,  including without  limitation trade
payables and obligations under capitalized leases of CCC relating to the Assets,
which are listed on Schedule 2.1 to this  Agreement,  as same are constituted on
the Closing  Date  (collectively,  the "Assumed  Liabilities")  and the Material
Contracts  listed on Schedule 5.8. On the Closing Date,  the Buyer shall execute
and  deliver to the Seller an  assumption  agreement  in respect of the  Assumed
Liabilities  and the  Material  Contracts,  all in the form of Exhibit B annexed
hereto.

             2.2 Limitation  on  Amount  and  Timing  of   Payment  of   Assumed
Liabilities.

                 (a)  Notwithstanding  the  provisions of Section 2.1  above  or
any  other  provision  of  this Agreement it is expressly  understood and agreed
by and among the  parties  hereto  that (i) the Buyer shall not assume more than
$4,500,000 in the aggregate  principal amount of Assumed  Liabilities,  and (ii)
the Buyer  shall not be  required  to pay more than  $500,000  in the  aggregate
principal amount of Assumed Liabilities on or before April 30, 1999.

                 (b)  In the  event  the  Buyer is  required  to pay  more  than
$500,000 in the aggregate  principal amount of Assumed  Liabilities on or before
April 30,  1999,  then Buyer,  as its sole remedy for any breach  under  Section
2.2(a)(ii),  shall have the right to borrow from AUGI the positive difference of
(i) the amount the Buyer is  required to pay of the  Assumed  Liabilities  on or
before April 30, 1999,  less (ii) $500,000.  The obligation of AUGI to loan such
funds to Buyer shall be  conditioned  upon a  certificate  of the Buyer's  Chief
Financial  Officer  representing the amount the Buyer is required to pay in cash
of the  Assumed  Liabilities  on or before  April 30,  1999.  The loan  shall be
evidenced by a promissory  note in the form attached  hereto as Exhibit C. Buyer
shall  have no  remedy  for a breach  of  Section  2.2(a)(ii)  if  Buyer  waives
extension  of the UPS Note as a  condition  to  Closing  under  Section  10.1(i)
herein.

             2.3 Excluded  Liabilities.  Except for the Assumed  Liabilities and
the Material Contracts,  the Buyer shall not assume, and shall have no liability
for, any debts,  liabilities,  executory obligations,  claims or expenses of the
Seller  of any  kind,  character  or  description,  whether  accrued,  absolute,
contingent or otherwise, including, without limitation, any liabilities relating
to the  Seller's  conduct  of the  Businesses  prior to the  Closing  Date  (the
"Excluded  Liabilities").  The Seller shall be solely liable and  responsible to
make timely payment when due of all such Excluded Liabilities.


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<PAGE>

         3.  CONSIDERATION.

             3.1 Consideration to the Seller.  The entire purchase price for the
Assets (the "Consideration") shall consist of (i) the assumption by the Buyer of
the Assumed Liabilities,  and the Buyer's payment and performance,  when due, of
all such Assumed  Liabilities,  subject only to the provisions of Section 2.2 of
this  Agreement,  and (ii) the rights  granted under the Letter  Agreement to be
delivered at the Closing in the form annexed hereto as Exhibit E.

             3.2 Allocation  of  Purchase  Price.  The fair market values of the
Assets and the allocation of the Purchase Price among the Assets for purposes of
Section 1060 of the Internal  Revenue Code shall be as agreed  between Buyer and
Seller on or before the Closing  Date and included as Schedule 3.2 and Buyer and
Seller agree to be bound by such fair market value  determination and allocation
and to  complete  and  attach  Internal  Revenue  Service  Form  8594  to  their
respective  tax  returns  accordingly.  If Buyer and Seller can not agree on the
allocation,  the Purchase Price shall be allocated  among the Assets by Seller's
outside accountants which determination shall be final.

         4.  REPRESENTATIONS  AND  WARRANTIES  OF  THE  SELLER  AND  AUGI.    In
connection  with the sale of the  Assets to the Buyer and in order to induce the
Buyer to enter into this  Agreement,  each of CCC,  Connectsoft  and AUGI hereby
jointly and severally  represents  and warrants to the Buyer,  as of the date of
this Agreement (unless otherwise indicated), as follows:

             4.1  Organization,  Good  Standing  and  Qualification.  CCC  is  a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware,  Connectsoft is a corporation duly organized,  validly
existing and in good  standing  under the laws of the State of  Washington,  and
AUGI is a  corporation  duly  organized,  validly  existing and in good standing
under the laws of the State of  Delaware,  each  with full  corporate  power and
authority  to  execute  and  deliver  this   Agreement  and  to  consummate  the
transactions contemplated hereby, and to own its assets and conduct its business
as owned and  conducted  on the date  hereof.  The Seller is duly  qualified  to
operate its  respective  businesses as a foreign  corporation  under the laws of
each  jurisdiction  where the nature of its  businesses  or the  location of its
properties makes such qualification necessary and the failure to be so qualified
would  have a  material  adverse  effect on the  subject  Seller or its  assets,
properties, businesses or financial condition (a "Material Adverse Effect").

             4.2  Authorization  of  Agreement.  The  execution,   delivery  and
performance  of  this  Agreement  and  the   consummation  of  the  transactions
contemplated hereby by the Seller and AUGI have been duly and validly authorized
by the Board of Directors of the Seller, and by AUGI (as the sole stockholder of
each of CCC and Connectsoft).  No further corporate authorization is required on


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the part of each  Seller or AUGI to  consummate  the  transactions  contemplated
hereby.

             4.3  Valid  and  Binding  Agreements.  This  Agreement,  and,  when
executed, all other agreements, instruments of transfer or assignment, documents
and other instruments delivered, constitute and will constitute the legal, valid
and binding  obligation of the Seller and AUGI (to the extent a party  thereto),
enforceable  against  the Seller and AUGI in  accordance  with their  respective
terms,  except to the extent limited by bankruptcy,  insolvency,  reorganization
and other laws affecting creditors' rights generally, and except that the remedy
of specific  performance  or similar  equitable  relief is available only at the
discretion of the court before which enforcement is sought.

             4.4  Disclosure and Duty of Inquiry.  No representation or warranty
by the  Seller  or  AUGI in  this  Agreement  and no  statement  or  information
contained  in  the  schedules  hereto  or  any  certificate  furnished  or to be
furnished to the Buyer hereunder  contains or will contain any untrue  statement
of a material fact or omits or will omit to state any material  fact  necessary,
in light of the  circumstances  under  which it was  made,  in order to make the
statements  herein or therein  not  misleading.  The Buyer is not nor will it be
required to undertake  any  independent  investigation  to determine  the truth,
accuracy and  completeness  of the  representations  and warranties  made by the
Seller and AUGI pursuant to this Article 4.

         5.  ADDITIONAL  REPRESENTATIONS  AND WARRANTIES OF AUGI AND THE SELLER.
In connection  with the sale of the Assets to the Buyer  and  in order to induce
the Buyer to enter into this Agreement, each of CCC, Connectsoft and AUGI hereby
jointly and severally  represents  and warrants to the Buyer,  as of the date of
this Agreement (unless otherwise indicated), as follows:

             5.1 No Breach of Statute or  Contract.  Neither the  execution  and
delivery of this  Agreement  by the Seller,  nor  compliance  with the terms and
provisions of this Agreement, will: (a) violate any statute or regulation of any
governmental authority, domestic or foreign, affecting the Seller, (b) except as
set  forth in  Schedule  5.1 to this  Agreement,  require  the  issuance  of any
authorization, license, consent or approval of any federal or state governmental
agency or any other  person;  or (c) except as set forth in Schedule 5.1 to this
Agreement,  conflict with or result in a breach of any of the terms,  conditions
or provisions of the  certificate of  incorporation  or by-laws of the Seller or
any judgment,  order,  injunction,  decree, agreement or instrument to which the
Seller is a party,  or by which the  Seller is bound,  or  constitute  a default
thereunder.

             5.2 Title to and Condition of Purchased Assets. The Seller owns, or
leases the  Assets  listed on  Schedule  1.1(a) as being  leased,  and as of the
Closing Date will have good and marketable title in and to, or a valid leasehold

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interest  in,  all of the  Assets,  free and  clear of all  liens,  liabilities,
charges, claims, options,  restrictions on transfer or other encumbrances of any
nature whatsoever, except for (a) liens or encumbrances disclosed in Section 5.2
to this Agreement;  and (b)  miscellaneous  materialmen's  or mechanics liens or
liens for current taxes not yet due and payable or which are being  contested in
good  faith by  appropriate  proceedings  and which are listed on  Schedule  5.2
(collectively,  "Permitted Liens"). All material items of machinery,  equipment,
vehicles,  and other personal  property owned or leased by the Seller are listed
in Schedule 5.2 to this Agreement and, except as and to the extent  disclosed in
Schedule 5.2 to the  Agreement,  all such  personal  property is included in the
Assets and is in good operating  condition and repair  (reasonable wear and tear
excepted)  and is adequate for its use in the Seller's  Businesses  as presently
conducted.  The Assets  constitute  all of the assets and  properties  which are
required for the Seller's  Businesses as presently  conducted and as proposed to
be conducted by the Seller as of the date hereof.

             5.3 Ownership of Businesses.  No portion of the Businesses is owned
or  operated  by any  person  or  entity  other  than the  Seller,  except  that
InterGlobe operates the CNOC.

             5.4 Form SB-2 Information;  Financial Statements. CCC has furnished
to EXTEL a copy of the Form SB-2  Registration  Statement  of CCC, as filed with
the  Securities  and  Exchange  Commission  ("SEC")  on  September  4, 1997 (the
"Registration  Statement"),  which Registration  Statement has not, as yet, been
declared  effective  by the SEC.  On or before the  closing of the  transactions
contemplated by this Agreement,  such Registration Statement shall be withdrawn.
Annexed hereto as Schedule 5.4 is an unaudited  balance sheet of CCC as at April
30, 1998 and the unaudited statement of income (loss) of CCC for the nine months
ended April 30, 1998 (collectively,  the "April 1998 Financial Statements"). The
April 1998 Financial  Statements  were prepared by management of CCC, fairly set
forth the assets and liabilities and financial conclusion of CCC and its results
of  operations  as at April 30, 1998 and for the fiscal  period then ended,  and
were prepared in  accordance  with  generally  accepted  accounting  principles,
consistent with those of prior periods, subject only to the absence of financial
statement  footnotes  (which would not differ  materially from those of the most
recent audited financial statements) and year end audit adjustments (which would
not  be  material).  The  financial  statements  included  in  the  Registration
Statement (a copy of which has been provided to the Buyer)  present  fairly,  in
all material  respects,  the financial  condition of CCC as of July 31, 1997 and
the results of operations and cash flows for the  respective  periods then ended
and  have  been  prepared  in  accordance  with  generally  accepted  accounting
principles  applied on a consistent basis throughout the periods  involved.  The
financial  statements  referred  to in  this  Section  5.4  do not  reflect  the
operations of any business or any portion of Seller's Businesses not included in
the Assets. Except as expressly set forth in the April 1998 Financial Statements
and those  financial  statements  included  in the  Registration  Statement,  as
disclosed pursuant to this Agreement, or non-material


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liabilities arising in the normal course of the Seller's Businesses  since April
30, 1998,  except  for  the  Assumed Liabilities, there  are  no  liabilities or
obligations (including, without limitation,  any tax  liabilities  or  accruals)
of the Seller, including any contingent liabilities, that are, in the aggregate,
material to the Seller.

             5.5 No Material Changes.  Except as otherwise described in Schedule
5.5 to this Agreement,  since July 31, 1997,  there has been no material adverse
change in the financial condition,  operations,  or Businesses of the Seller, or
any damage,  destruction,  or loss  (whether or not covered by insurance) of the
Assets materially and adversely affecting the financial  condition,  operations,
or Businesses of the Seller,  provided,  that the offering of the Businesses and
the Assets for sale,  the  preparation  for such sale  pursuant to the terms and
conditions of this  Agreement,  and the public  disclosure of the same shall not
constitute such a material adverse change.

             5.6 Insurance  Policies.  Schedule 5.6 to this Agreement contains a
true  and  correct  schedule  of all  insurance  coverages  held  by the  Seller
concerning  the  Businesses  and the  Seller's  assets  and  properties.  To the
Seller's  knowledge,  the Seller is not in violation of any  requirements of any
its  insurance  carriers,  and the Seller has received no written  notice of any
default or violation under or in respect of any of the foregoing.

             5.7 Permits and Licenses.  Except as set forth in Schedule 5.7, the
Seller possesses (and there are included in the Assets being  transferred to the
Buyer)  all  required  permits,   licenses  and/or  franchises,   from  whatever
governmental  authorities or agencies  (domestic  and/or foreign)  requiring the
same and having jurisdiction over the Seller,  necessary in order to operate the
Businesses in the manner  presently  conducted,  all of which permits,  licenses
and/or franchises are valid, current and in full force and effect,  except where
the failure to have or maintain any such permit,  license and/or franchise would
not have or could not  reasonably be expected to have a material  adverse effect
on the  Assets or the  Businesses.  The  Seller  has  heretofore  conducted  the
Businesses in compliance in all material  respects with the requirements of such
permits,  licenses and/or  franchises,  and the Seller has not received  written
notice of any default or violation  in respect of or under any of such  permits,
licenses  and/or  franchises,  except where such default would not have or could
not  reasonably be expected to have a Material  Adverse  Effect on the Assets or
the Businesses.

             5.8 Contracts and Commitments.

                 (a) Schedule 5.8 to this Agreement lists all material contracts
contracts,  leases,  commitments,  technology  agreements,  software development
agreements,  software  licenses,  indentures  and other  agreements to which the
Seller  is a  party  (collectively,  "Material  Contracts"),  all of  which  are
included in the Assets  except as indicated in Schedule 5.8 except that Schedule
5.8 need  not list any such


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agreement  that is  listed  on any  other  schedule hereto,  or was entered into
in the  ordinary  course of the  Businesses of the Seller and that, in any case:
(i) is for the  purchase  of  supplies  or other inventory items in the ordinary
course of the Businesses;  (ii)  is related  to the  purchase  or  lease  of any
capital asset involving aggregate payments of less than $25,000  per  annum;  or
(iii) may be terminated without penalty,  premium or liability by the Seller  on
not more than thirty (30) days' prior  written  notice; provided  however,  that
Schedule  5.8  shall  list  all  technology  agreements,  software   development
agreements  and   software   licenses  involving  the  Seller  and  all  Assumed
Liabilities, regardless of the duration thereof or the amount of payments called
for or required thereunder, other than standard software  licenses  of  software
products available to the Businesses' customers generally.

                 (b) Except as set forth in Schedule 5.8 to this Agreement,  all
Material Contracts are in full force and effect, and the Seller is in compliance
in all material respects with all of the Material Contracts and with all Assumed
Liabilities,  and has not  received  any  written  notice  that any party to any
Material  Contract is in material breach or default of such Material Contract or
is now subject to any  condition or event which has  occurred  and which,  after
notice or lapse of time or both,  would  constitute  a  material  default by any
party under any such Material  Contract.  Except as set forth in Schedule 5.8 to
this  Agreement,  none of the  Material  Contracts  will be  voided,  revoked or
terminated,  or  voidable,  revocable or  terminable,  upon and by reason of the
assignment  thereof  to the Buyer  pursuant  to this  Agreement.  The Seller has
delivered true and correct copies of all Material Contracts to the Buyer.

                 (c) To  the  best  of  each  Seller's  knowledge,  no  purchase
commitment by the Seller  relating to the  Businesses is materially in excess of
the normal, ordinary and usual requirements of the Businesses.

                 (d) Except as set forth in Schedule 5.8 to this Agreement,  the
Seller does not have any outstanding  contracts with or commitments to officers,
employees,   technicians,  agents,  consultants  or  advisors  relating  to  the
Businesses  that are not  cancelable by the Seller without  penalty,  premium or
liability  (for  severance  or  otherwise)  on less than thirty (30) days' prior
written notice.

             5.9 Customers  and  Suppliers.  Except as set forth in  Schedule
5.9 to this  Agreement,  the Seller has not received  any written  notice of any
claim by or dispute with, or any existing,  announced or anticipated  changes in
the policies of, any material clients, customers,  referral sources or suppliers
of the Seller which would have a Material  Adverse  Effect on the  Businesses as
presently conducted.


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            5.10 Labor, Benefit and Employment Agreements.

                 (a) Except as set forth in Schedule 5.10 to this Agreement, the
Seller  is not a party to and does not have  any  commitment  or  obligation  in
respect of (i) any  collective  bargaining  agreement  or other labor  agreement
relating to any employees of the Seller,  or (ii) any agreement  with respect to
the employment or compensation of any non-hourly and/or non-union employee(s) of
the  Businesses.  Schedule  5.10 sets  forth the amount of all  compensation  or
remuneration (including any discretionary bonuses) paid by the Seller during the
1997  calendar  year to employees  or  consultants  of the Seller who  presently
receive  aggregate  compensation  or remuneration at an annual rate in excess of
$35,000.

                 (b) No union is now  certified  or, to the best of the Seller's
knowledge, claims to be certified, as a collective bargaining agent to represent
any employees of the Seller, and there are no labor disputes existing or, to the
best of the Seller's knowledge,  threatened,  involving strikes, slowdowns, work
stoppages, job actions or lockouts of any employees of the Seller.

                 (c) With  respect to any  "multiemployer  plan" (as  defined in
Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA")) to which the Seller or any of its past or present  affiliates  has at
any time been required to make contributions,  neither the Seller nor any of its
past or present affiliates has, at any time on or after April 29, 1980, suffered
or caused any "complete  withdrawal" or "partial  withdrawal" (as such terms are
respectively defined in Sections 4203 and 4205 of ERISA) therefrom on its part.

                 (d) Except as disclosed in Schedule  5.10,  the Seller does not
maintain,  or have any  liabilities  or  Assumed  Liabilities  of any kind  with
respect  to,  any  bonus,  deferred  compensation,   pension,   profit  sharing,
retirement  or other  such  benefit  plan,  and does not have any  potential  or
contingent  liability in respect of any actions or transactions  relating to any
such  plan  other  than to make  contributions  thereto  if,  as and when due in
respect of periods  subsequent  to the date hereof.  Without  limitation  of the
foregoing,  (i) the Seller has made all required  contributions to or in respect
of any and all such benefit plans, (ii) no "accumulated  funding deficiency" (as
defined in Section 412 of the  Internal  Revenue  Code of 1986,  as amended (the
"Code"))  has been  incurred in respect of any of such  benefit  plans,  and the
present value of all vested accrued  benefits  thereunder  does not, on the date
hereof,  exceed the  assets of any such plan  allocable  to the  vested  accrued
benefits  thereunder,  (iii)  there  has been no  "prohibited  transaction"  (as
defined in  Section  4975 of the Code)  with  respect  to any such plan,  and no
transaction  which could give rise to any tax or penalty  under  Section 4975 of
the Code or Section 502 of ERISA, and (iv) there has been no "reportable  event"
(within the meaning of Section  4043(b) of ERISA) with respect to any such plan.
All of such plans which  constitute,  are intended to  constitute,  or have been
treated by the Seller as "employee pension


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<PAGE>

benefit plans" or other plans within Section 3 of ERISA have been  determined by
the Internal Revenue Service to be "qualified" under Section 401(a) of the Code,
and have been  administered  and are in compliance  with ERISA and the Code; and
the Seller  does not have any  knowledge  of any state of facts,  conditions  or
occurrences  such as would impair the  "qualified"  status of any of such plans.
All  of  the  matters  listed  on  Schedule  5.10  shall   constitute   Excluded
Liabilities.

                 (e) Except for the group insurance  programs listed in Schedule
5.10, the Seller does not maintain any medical,  health,  life or other employee
benefit  insurance  programs or any welfare plans (within the meaning of Section
3(1) of ERISA) for the benefit of any current or former  employees,  and, except
as required by law, the Seller does not have any liability, fixed or contingent,
for health or medical benefits to any former employee.

            5.11 Accounts  Payable.  Except  as  set forth in Schedule 5.11, the
Seller is  current  in its  payment  of all  accounts  payable  relating  to the
Businesses,  and has received no notice,  not  subsequently  withdrawn or cured,
from any vendor,  supplier or other person with respect to  non-payment  or late
payment of any accounts payable of the Businesses,  or any threatened suspension
or  termination of the provision of goods or services to the  Businesses,  which
suspension or termination  would have a Material Adverse Effect on the financial
condition, operations, or Businesses of the Seller.

            5.12 Compliance with Laws.

                 (a) To the Seller's  knowledge,  the Seller is in compliance in
all material respects with all laws, statutes, regulations, rules and ordinances
applicable to the conduct of its  Businesses as presently  constituted;  and the
Seller has received no written  notice of any default or  violation  under or in
respect of any of the foregoing.

                 (b) Without limitation of Section 5.12(a) above,  except as set
forth on Schedule 5.12 to this Agreement,  to the best of the Seller's knowledge
the Seller has not, at any time  during the three (3) year  period  prior to the
date  hereof,  (i)  handled,  stored,  generated,  processed  or disposed of any
hazardous  substances in violation of any federal,  state or local environmental
laws or regulations,  or (ii) otherwise  committed any material violation of any
federal,  state or local environmental laws or regulations  (including,  without
limitation,   the   provisions  of  the   Environmental   Protection   Act,  the
Comprehensive  Environmental  Response,   Compensation  and  Liability  Act,  as
amended,  and other  applicable  environmental  statutes and regulations) or any
material violation of the Occupational Safety and Health Act.

                 (c)  Except as set forth in  Schedule  5.12 to this  Agreement,
neither  the  Seller  nor,  to the best of the  Seller's  knowledge,  any of the
Seller's  directors or officers  has  received any written  notice of default or
violation,


                                      -10-
<PAGE>

nor,  to  the best  of  the  Seller's  knowledge,  is  the  Seller or any of its
directors or officers in default or violation, with  respect  to  any  judgment,
order, writ, injunction, decree, demand or assessment issued by any court or any
federal,   state,  local,   municipal  or  other  governmental  agency,   board,
commission, bureau, instrumentality or department, domestic or foreign, relating
to any aspect of the Seller's Businesses, affairs, properties or assets. Neither
the Seller nor, to the best of the Seller's  knowledge,  any of its directors or
officers,  has  received  written  notice of,  been  charged  with,  or is under
investigation  with respect to, any  violation of any  provision of any federal,
state,  local,  municipal  or other law or  administrative  rule or  regulation,
domestic or foreign, relating to any aspect of the Seller's Businesses, affairs,
properties or assets,  which violation  would have a Material  Adverse Effect on
the  financial  condition,  operations,  or Businesses of the Seller or upon any
material portion of the Assets.

                   (d)  Schedule 5.12 sets forth the  date(s)  of the last known
audits or  inspections  (if any) of the Seller  conducted by or on behalf of the
Environmental   Protection   Agency,   the   Occupational   Safety   and  Health
Administration,  the federal  Department of Health and Human Services and/or any
agency  thereof  (including,  without  limitation,  the  Health  Care  Financing
Administration)  or  intermediary  acting on its behalf,  any  corresponding  or
comparable state or local governmental department,  agency or authority, and any
other  governmental  and/or  quasi-governmental  agency  (federal,  state and/or
local).

             5.13  Litigation.  Except as  disclosed  in  Schedule  5.13 to this
Agreement, there is no suit, action,  arbitration,  or legal,  administrative or
other proceeding, or governmental investigation (including,  without limitation,
any claim alleging the  invalidity,  infringement or interference of any patent,
patent  application,  or rights  thereunder  owned or  licensed  by the  Seller)
pending, or to the best knowledge of the Seller,  threatened,  by or against the
Seller that relates in any material way to the  Businesses or any of the Assets.
All  of  the  matters  listed  on  Schedule  5.13  shall   constitute   Excluded
Liabilities.  The Seller is not aware of any state of facts, events,  conditions
or occurrences which might properly  constitute  grounds for or the basis of any
suit, action,  arbitration,  proceeding or investigation against or with respect
to the Seller or that relate in any material way to the Businesses or any of the
Assets, which, if adversely determined,  would have a Material Adverse Effect on
the  financial  condition,  operations,  or Businesses of the Seller or upon any
material portion of the Assets.

             5.14  Intellectual Property.

                   (a)  Schedule  5.14 to this  Agreement sets  forth a list and
brief   description  of  the  nature  and ownership of: (i) all patents,  patent
applications, copyright registrations and applications,  registered trade names,
and trademark  registrations and applications,  both domestic and foreign, which
are presently  owned,  filed or held by the Seller and/or any of its  directors,
officers,  stockholders  or employees and which in any material way relate to or
are used in the Businesses;  (ii) all licenses, both domestic and foreign, which
are owned or  controlled by the Seller  and/or any of its  directors,  officers,

                                      -11-
<PAGE>

stockholders,  or employees  and which in any material way relate to or are used
in  the  Businesses;   and  (iii)  all   franchises,   licenses  and/or  similar
arrangements  granted  to the Seller by others  and/or to others by the  Seller.
None  of  the  patents,   patent   applications,   copyright   registrations  or
applications,  registered trade names, trademark  registrations or applications,
franchises, licenses or other arrangements set forth or required to be set forth
in Schedule 5.14 is subject to any pending challenge known to the Seller.

                   (b) Schedule 5.14 also lists (i) the  jurisdictions  in which
such  intellectual  property  has been  issued  or  registered  or in which  any
application for such issuance and  registration  has been filed,  (ii) licenses,
sublicenses and other  agreements as to which the Seller is a party and pursuant
to which any person is authorized to use any  Intellectual  Property (as defined
herein),  and (iii) licenses,  sublicenses and other  agreements as to which the
Seller is a party and  pursuant  to which the  Seller is  authorized  to use any
third party patents, trademarks or copyrights,  including software ("Third Party
Intellectual  Rights")  which  are  incorporated  in,  are or form a part of any
product of the Seller.

                   (c)  Schedule  5.14 lists all  hardware,  computer  software,
identifiable  know-how (and the manner in which such  know-how is  memorialized)
and other identifiable technology (collectively,  the "Seller Technology") which
the Seller owns or licenses and is included in the Assets, and the nature of the
Seller's rights in each item of Seller Technology.  Schedule 5.14 also describes
the technology  design and development that is currently  ongoing or planned for
1998.

                   (d) The Seller owns,  or is licensed or  otherwise  possesses
all necessary rights to use all patents, trademarks, trade names, service marks,
copyrights and any  applications  therefor,  maskworks,  net lists,  schematics,
technology,  know-how, trade secrets, inventory,  ideas, algorithms,  processes,
computer software programs and applications (in both source code and object code
form),   and  tangible  or  intangible   proprietary   information  or  material
("Intellectual Property") that are used or marketed in its business as presently
conducted and as proposed to be conducted or included or proposed to be included
in its products or proposed products.

                   (e) To the knowledge of the Seller,  there is no unauthorized
use, disclosure,  infringement or misappropriation of any Intellectual  Property
rights  of  the  Seller,  any  trade  secret  material  to  the  Seller  or  any
Intellectual  Property  right of any third  party to the extent  licensed  by or
through the Seller by any third party, including any employee or former employee
of the  Seller.  Except as set forth in  Schedule  5.14,  the  Seller  has never
entered into any


                                      -12-
<PAGE>

agreement to indemnify  any other person  against any charge of  infringement of
any Intellectual Property. Except as set forth  in  Schedule 5.14,  there are no
royalties, fees or other payments payable  by the Seller to any person by reason
of the  ownership,  use, sale or  disposition  of  Intellectual Property.

                   (f) The  Seller  is not,  nor will it be as a  result  of the
execution and delivery of this Agreement or the  performance of its  obligations
under this  Agreement,  in material  breach of any license,  sublicense or other
agreement  relating to the  Intellectual  Property  or Third Party  Intellectual
Property Rights.

                   (g) The Seller has not (i) been  served with  process,  or is
aware that any person is intending to serve process on the Seller,  in any suit,
action or  proceeding  which  involves a claim of  infringement  of any patents,
trademarks,  service marks, copyrights or violation of any trade secret or other
proprietary  right of any  third  party and (ii)  brought  any  action,  suit or
proceeding for infringement of Intellectual Property against any third party. To
the knowledge of the Seller,  the business of the Seller as presently  conducted
and as proposed to be conducted,  the Seller's  products or proposed products do
not infringe any patent,  trademark,  service mark,  copyright,  trade secret or
other proprietary right of any third party.

                   (h) The Seller has made  available to the Buyer copies of all
agreements  executed  by  officers,  employees  and  consultants  of the  Seller
regarding the  protection of proprietary  information  and the assignment to the
Seller of any  Intellectual  Property  arising from  services  performed for the
Seller by such persons.

                   (i) The Seller  has,  to the extent it deemed  necessary  and
appropriate,  obtained or entered into written  agreements with third parties in
connection with the disclosure to, or use or appropriation by, third parties, of
trade secret or  proprietary  Intellectual  Property owned by the Seller and not
otherwise protected by a patent, a patent application,  copyright, trademark, or
other registration or legal scheme  ("Confidential  Information"),  and does not
know  of  any  situation   involving   such  third  party  use,   disclosure  or
appropriation  of  Confidential  Information  where  the lack of such a  written
agreement  is likely to result in any material  adverse  effect on the Seller or
the Assets.

             5.15  Sensitive  Payments.  To the best of the Seller's  knowledge,
the Seller has not (a) made any  contributions,  payments or gifts to or for the
private use of any  governmental  official,  employee or agent where  either the
payment or the purpose of such  contribution,  payment or gift is illegal  under
the laws of the United States or the jurisdiction in which made, (b) established
or maintained any unrecorded  fund or asset for any purpose or made any false or
artificial entries on its or their books, or (c) made any payments to any person
with


                                      -13-
<PAGE>

the intention that any part of such payment was to be used for any purpose other
than that described in the documents supporting the payment.

             5.16 Real  Property.  Except as  set forth in Schedule 5.16 to this
Agreement,  the Seller  neither  owns or has any  interest of any kind  (whether
ownership, lease, or otherwise) in any real property except to the extent of the
Seller's leasehold interests under the leases for its Businesses premises,  true
and  complete  copies of which leases  (including  all  amendments  thereto) are
annexed to Schedule 5.16 (the "Leases"). The Seller, and to the knowledge of the
Seller, the landlords thereunder,  are presently in compliance with all of their
respective  Assumed  Liabilities  under  the  Leases,  and the  premises  leased
thereunder  are in good  condition  (reasonable  wear and tear excepted) and are
adequate for the operation of the Seller's Businesses as presently conducted.

             5.17   Status  of  Payment   Obligations   in  Respect  of  Assumed
Liabilities.  Schedule 5.17 annexed  hereto sets forth the current status of all
payment  obligations of the Seller and/or AUGI in respect of each of the Assumed
Liabilities set forth on Schedule 2.1 annexed hereto.

             5.18  Disclosure  and Duty of Inquiry.  Sellers  have filed all tax
returns  required  to be filed  (except  for  returns  that have  been  properly
extended)  and have paid all taxes shown as owing  (other  than taxes  currently
being contested in good faith by appropriate proceedings, for which amounts have
been  reserved in  accordance  with  generally  accepted  accounting  principles
("GAAP")).  No tax returns are currently the subject of audit and there has been
no  extension  of time for  assessment  of taxes or  waiver  of the  statute  of
limitations with respect to taxes. Neither Seller is party to any tax sharing or
allocation  agreement and neither has ever been a member of an affiliated  group
filing a consolidated federal income tax return. The Buyer is not nor will it be
required to undertake  any  independent  investigation  to determine  the truth,
accuracy and  completeness  of the  representations  and warranties  made by the
Seller pursuant to this Article 5.

         6.  ADDITIONAL  REPRESENTATIONS AND WARRANTIES OF  AUGI.  In connection
connection  with the sale of the  Assets to the Buyer and in order to induce the
Buyer to enter into this Agreement,  AUGI hereby  represents and warrants to the
Buyer,  as of the  date of  this  Agreement  (unless  otherwise  indicated),  as
follows:

             6.1 Absence of  Undisclosed  Liabilities.  Except as expressly  set
forth in the  Registration  Statement or as  disclosed  pursuant to schedules to
this Agreement, or arising in the normal course of the Seller's Businesses since
July 31,  1997,  to the best of AUGI's  knowledge  there are no  liabilities  or
obligations (including,  without limitation, any tax liabilities or accruals) of
either Seller, including any contingent liabilities, that are, in the aggregate,
material to the  Businesses or which could have Material  Adverse  Effect on the
Assets,  other than the Assumed  Liabilities  identified on Schedule 2.1. To the
best of AUGI's




                                      -14-
<PAGE>

knowledge,  the   amount of  each of the  Assumed Liabilities  is correctly  set
forth on Schedule 2.1 in all material  respects  and,  subject to  obtaining  an
extension of the UPS Note (as herein  described), not more than $500,000 of such
Assumed Liabilities will be payable on or before April 30, 1999.

             6.2 Disclosure and Duty of Inquiry. The Buyer is not nor will it be
required to undertake  any  independent  investigation  to determine  the truth,
accuracy and  completeness  of the  representations  and warranties made by AUGI
pursuant to this Article 6.

         7.  REPRESENTATIONS AND WARRANTIES OF EXTEL AND THE BUYER In connection
with the purchase of the Assets from the Seller hereunder,  EXTEL and the  Buyer
hereby  jointly and severally  represent and warrant to the Seller  and  AUGI as
follows:

             7.1 Organization,  Good Standing and  Qualification.  Each of EXTEL
and the Buyer is a  corporation  duly  organized,  validly  existing and in good
standing under the laws of the State of Delaware and has all necessary power and
authority  to  execute  and  deliver  this  Agreement,  to perform  the  Assumed
Liabilities hereunder,  and to consummate the transactions  contemplated hereby.
Each of EXTEL and the Buyer has all requisite  corporate  power and authority to
own its  properties and to conduct its business as currently  conducted,  and to
execute,  deliver and perform its Assumed Liabilities under this Agreement.  The
Buyer is a wholly-owned subsidiary of EXTEL.

             7.2  Authorization  of  Agreement.  The  execution,   delivery  and
performance  of  this  Agreement  and  the   consummation  of  the  transactions
contemplated hereby by EXTEL and the Buyer have been duly and validly authorized
by all necessary and appropriate action by the respective Board of Directors and
stockholders of EXTEL and the Buyer;  and EXTEL and the Buyer each have the full
legal  right,  power and  authority to execute and deliver  this  Agreement,  to
perform the Assumed  Liabilities  hereunder,  and to consummate the transactions
contemplated hereby. No further corporate authorization is necessary on the part
of EXTEL or the Buyer to consummate the transactions contemplated hereby.

             7.3 Valid and Binding Agreement.  This Agreement and, when executed
and  delivered,  all other  agreements,  instruments  of transfer or assignment,
documents,  and other  instruments,  constitute  and will  constitute the legal,
valid and binding obligation of EXTEL and the Buyer,  enforceable  against EXTEL
and the Buyer in accordance with their respective  terms,  except, in each case,
to the extent limited by bankruptcy,  insolvency,  reorganization and other laws
affecting  creditors' rights  generally,  and except that the remedy of specific
performance or similar  equitable  relief is available only at the discretion of
the court before which enforcement is sought.


                                      -15-
<PAGE>


             7.4 No Breach of Statute or  Contract.  Neither the  execution  and
delivery of this Agreement, nor compliance with the terms and provisions of this
Agreement or such other  agreements on the part of EXTEL or the Buyer will:  (a)
violate any statute or regulation  of any  governmental  authority,  domestic or
foreign,  affecting  EXTEL  or  the  Buyer;  (b)  require  the  issuance  of any
authorization, license, consent or approval of any federal or state governmental
agency  (except to the  extent  that  EXTEL or the Buyer may be  required  to be
qualified as a foreign  corporation in certain  jurisdictions in which it is not
currently  so  qualified,  and to the  extent  that  EXTEL or the  Buyer  may be
required to reapply for any permits,  licenses and/or  franchises  which are not
assignable as part of the Assets and any consent of EXTEL's  current  lenders as
may be  required);  or (c)  conflict  with or  result  in a breach of any of the
terms,  conditions or provisions of any  judgment,  order,  injunction,  decree,
note, indenture,  loan agreement or other agreement or instrument to which EXTEL
or the Buyer is a party,  or by which EXTEL or the Buyer is bound, or constitute
a default thereunder.

             7.5 Disclosure.  EXTEL and the Buyer have  previously  delivered to
the Seller and AUGI a true and  correct  copy of the Annual  Report on Form 10-K
for the year ended  March 31,  1998,  as filed by EXTEL with the SEC,  including
therein  audited  and  unaudited   financial   information  (the  "EXTEL  Public
Filings").  The EXTEL Public Filings comply with the SEC disclosure requirements
applicable thereto and do not contain any untrue statement of a material fact or
omit to state any material fact  necessary in light of the  circumstances  under
which it was made, in order to make the statements therein not misleading. Since
the date of the most recent EXTEL Public Filings, (a) there has been no material
change in the capitalization of EXTEL or the Buyer, (b) the businesses of EXTEL,
the Buyer and their  respective  subsidiaries  have been  operated in the normal
course,  and (c)  there has been no  material  adverse  change in the  financial
condition,  operations or businesses of EXTEL,  the Buyer,  or their  respective
subsidiaries (taken as a consolidated whole) from that reflected in such report.

             7.6 Litigation.  There is no suit, action,  arbitration,  or legal,
administrative or other proceeding, or governmental investigation pending, or to
the knowledge of EXTEL or the Buyer, threatened,  against EXTEL or the Buyer (i)
which  challenges  EXTEL's or the Buyer's ability to consummate the transactions
provided  for herein,  or (ii)  materially  restricts  or affects  the  business
operations of EXTEL or the Buyer either before or after the Closing.

             7.7  Disclosure  and  Duty  of  Inquiry.   No   representations  or
warranties by Buyer or EXTEL in this  Agreement and no statement or  information
contained  in  the  schedules  hereto  or  any  certificate  furnished  or to be
furnished  to Seller or AUGI  hereunder  contains  or will  contain  any  untrue
statement of a material  fact or omits or will omit to state any  material  fact
necessary,  in light of the  circumstances  under which it was made, in order to
make the statements  herein or therein not  misleading.  The Seller and AUGI are
not and will not be required  to

                                      -16-
<PAGE>

undertake any independent investigation  to determine  the truth,  accuracy  and
completeness  of the  representations and warranties made by EXTEL and the Buyer
in this Article 7.

         8.  PRE-CLOSING  COVENANTS.   Each of  the  Seller  and  AUGI covenants
covenants  and agrees  that,  from April 15,  1998 (the date of  execution  of a
letter of intent  regarding the  transactions  contemplated  hereby) through and
including the Closing Date:

             8.1 Representations   and   Warranties.   The  representations  and
warranties  contained  in Articles 4 and 5 of this  Agreement  shall be true and
correct in all material respects as of the Closing Date as if made on such date.

             8.2 Access to Information.

                 (a)  The  Seller  shall  permit  the  Buyer  and  its  counsel,
accountants and other  representatives,  upon  reasonable  advance notice to the
Seller,  during  normal  business  hours and  without  undue  disruption  of the
Businesses of the Seller,  to have reasonable  access to all properties,  books,
accounts,  records,  contracts,   documents  and  information  relating  to  the
Businesses  and,  to the  extent  reasonably  required  by the Buyer for its due
diligence, the Seller. The Buyer and its representatives shall also be permitted
to freely consult with the Seller's counsel concerning the Businesses.

                 (b)  Each  of the  Seller and AUGI will make  available  to the
Buyer  and  its  accountants  all financial  records  relating to the Seller and
the Businesses,  and shall cause the Seller's  accountants to cooperate with the
Buyer's  accountants  and make  available  to the Buyer's  accountants  all work
papers and other  materials  developed by or in the  possession  of the Seller's
accountants,  for the  purpose  of  assisting  the  Buyer's  accountants  in the
performance of an audit of the Businesses for all periods  subsequent to January
1, 1996.

             8.3 Conduct of Businesses in Normal Course.  The Seller shall carry
on the Businesses in substantially  the same manner as heretofore  conducted and
as provided under the Management  Agreement  dated April 15, 1998, and shall not
make or  institute  any  unusual or novel  methods of service,  sale,  purchase,
lease, management,  accounting or operation that will vary materially from those
methods  used by the  Seller as of the date  hereof,  without  in each  instance
obtaining the prior written consent of the Buyer.

             8.4 Preservation of Businesses and Relationships. The Seller shall,
without  making or incurring any unusual  commitments or  expenditures,  use all
reasonable  efforts to preserve its business  organization  intact, and preserve
its present relationships with referral sources, clients,  customers,  suppliers
and others having business relationships with the Seller.


                                      -17-
<PAGE>

             8.5  Maintenance  of Insurance.  The Seller shall continue to carry
its existing insurance, to the extent obtainable upon reasonable terms.

             8.6  Corporate  Matters.  The Seller  shall not,  without the prior
written consent of the Buyer:

                  (a) amend,  cancel or modify any  Material  Contract  or enter
into any material new  agreement,  commitment  or  transaction  except,  in each
instance, in the ordinary course of business;

                  (b) modify in any material respect (i) any material  agreement
relating to the  Businesses to which the Seller is a party or by which it may be
bound, or (ii) any policies, procedures or methods of doing business relating to
the Businesses, except in each case in the ordinary course of business;

                  (c)  except  pursuant  to  commitments  in  effect on the date
hereof (to the extent  disclosed in this  Agreement or in any schedule  hereto),
make any capital expenditure(s) or commitment(s),  whether by means of purchase,
lease or otherwise,  or any operating lease commitment(s),  in excess of $50,000
in the aggregate;

                  (d) dispose of or transfer  any Asset  outside of the ordinary
course of business,  or sell,  assign or dispose of any capital  asset(s) with a
net book  value in  excess  of  $15,000  as to any one  item or  $50,000  in the
aggregate;

                  (e) materially  change its method of collection of accounts or
notes  receivable,  or accelerate or slow in any material respect its payment of
accounts payable;

                  (f) forgive any  obligation or performance  (past,  present or
future) owed to the Businesses,  except for any intercompany  obligation owed by
AUGI or its Affiliates to the Seller;

                  (g) incur any material  liability or indebtedness  except,  in
each instance, in the ordinary course of business

                  (h) subject any of the assets or properties of the  Businesses
to any further liens or encumbrances, other than Permitted Liens;

                  (i) make any payments to any Affiliate of the Seller; or

                  (j) agree to do, or take any action in furtherance  of, any of
the foregoing.

                                      -18-
<PAGE>

         9.  ADDITIONAL AGREEMENTS OF THE PARTIES.

             9.1  Confidentiality.  Notwithstanding  anything  to  the  contrary
contained in this  Agreement,  and subject only to any  disclosure  requirements
which may be imposed upon any party under applicable state or federal securities
or antitrust  laws, it is expressly  understood  and agreed by the parties that,
except with respect to matters or information which are publicly available other
than by  reason  of a  breach  of this  Section  9.1,  (i) this  Agreement,  the
schedules hereto, and the conversations,  negotiations and transactions relating
hereto and/or contemplated hereby, and (ii) all financial information,  business
records and other non-public information concerning either party which the other
party or its  representatives  has received or may hereafter  receive,  shall be
maintained in the strictest confidence by the recipient and its representatives,
and shall not be disclosed to any person that is not  associated  or  affiliated
with the recipient and involved in the transactions contemplated hereby, without
the prior  written  approval of the party which  provided the  information.  The
parties  hereto shall use their best efforts to avoid  disclosure  of any of the
foregoing or undue disruption of any of the business  operations or personnel of
the  parties,  and no party  shall  issue  any  press  release  or other  public
announcement  regarding the transactions  contemplated  hereby without the prior
approval of each other party (such approval not to be  unreasonably  withheld or
delayed)  unless  otherwise  required  under  applicable  laws and  regulations,
including  SEC  rules  and  regulations.  In the  event  that  the  transactions
contemplated  hereby  shall  not be  consummated  for  any  reason,  each  party
covenants and agrees that neither it nor any of its representatives shall retain
(other than  information  which is publicly  available other than by reason of a
breach of this Section 9.1) any documents,  lists or other writings of any other
party  which it may have  received or  obtained  in  connection  herewith or any
documents incorporating any of the information contained in any of the same (all
of which,  and all copies  thereof in the possession or control of the recipient
or its  representatives,  shall be  returned  to the party  which  provided  the
information).

             9.2  Exclusivity.  From the date hereof through any  termination of
this  Agreement in accordance  with Section 13 below,  the Seller and AUGI shall
not (and  shall  not  permit  any of their  stockholders,  directors,  officers,
Affiliates, agents or representatives to) negotiate with or enter into any other
commitments,  agreements or understandings  with any person, firm or corporation
(other than its Affiliates) in respect of any sale of capital stock or assets of
the Seller, any merger, consolidation or corporate reorganization,  or any other
such transaction relating to the Seller or the Businesses.

             9.3 Bill of Sale; Transfer Documents; Assumption Agreement.

                 (a)  On  the  Closing  Date,  the   Seller  shall  execute  and
deliver to the Buyer a bill of sale in  respect  of the Assets in  substantially
the form of

                                      -19-
<PAGE>

Exhibit A annexed hereto (the "Bill of Sale").  In addition,  to the extent that
specific  assignments  may be necessary or appropriate in respect of any of  the
Assets,  and/or  to  the  extent  that  any of  the  Assets  are  represented by
certificates of title or other  documents,  then  the  Seller  shall execute and
deliver to the Buyer any and/or additional transfer documents, and shall endorse
to and in the name of the  Buyer  all  certificates  of  title  and  other  such
documents,  as may be  necessary  or  appropriate  in order to  effect  the full
transfer to the Buyer or its designee(s) of all of the Assets.

                 (b)  On  the  Closing  Date,  the  Seller  and  the Buyer shall
execute and deliver to one another an  assignment  and  assumption  agreement in
respect  of the  Assumed  Liabilities  in  substantially  the form of  Exhibit B
annexed hereto (the  "Assumption  Agreement").  In addition,  to the extent that
specific  assignments  may be required in order to effect the  assignment to and
assumption by the Buyer of any particular  Assumed  Liabilities,  the Seller and
the Buyer shall  execute and deliver to one another such  additional  assignment
and assumption documents.

             9.4 Additional Agreements and Instruments. On or before the Closing
Date, the Seller, AUGI, EXTEL, and the Buyer shall execute, deliver and file all
exhibits,  agreements,  certificates,   instruments  and  other  documents,  not
inconsistent  with the provisions of this  Agreement,  which,  in the opinion of
counsel to the parties  hereto,  shall  reasonably  be required to be  executed,
delivered and filed in order to consummate the transactions contemplated by this
Agreement.

             9.5  Non-Interference.  Neither EXTEL, the Buyer,  the Seller,  nor
AUGI shall cause to occur any act,  event or condition  which would cause any of
their respective  representations and warranties made in this Agreement to be or
become  untrue or incorrect in any material  respect as of the Closing  Date, or
would  interfere   with,   frustrate  or  render   unreasonably   expensive  the
satisfaction  by the other party or parties of any of the  conditions  precedent
set forth in Sections 10 and 11 below.

             9.6  Management  Agreement.  On the Closing  Date,  the  Management
Agreement  dated April 15, 1998,  as amended June 22, 1998,  shall  terminate as
provided  in Section  5.2(ii) of the  Management  Agreement;  provided  however,
within 13  months  of the  Closing  Date,  EXTEL or Buyer  shall pay AUGI in the
amount of $150,000 as reimbursement for advances of expenses by AUGI to CCC. The
obligation  shall be  evidenced  by a  promissory  note to be  delivered  at the
Closing in the form attached hereto as Exhibit D.

             9.7 Letter Agreement.  On the Closing Date, AUGI and the Seller, on
the one hand,  and EXTEL and the Buyer,  on the other  hand,  shall  execute and
deliver to each other the letter agreement in the form annexed hereto as Exhibit
E.


                                      -20-
<PAGE>

         10. CONDITIONS PRECEDENT

             10.1 Conditions to Obligations of EXTEL and Buyer.  The obligations
of EXTEL and the  Buyer to  consummate  the  transactions  contemplated  by this
Agreement  are  further  subject to the  satisfaction,  at or before the Closing
Date, of all the following conditions, any one or more of which may be waived in
writing by the Buyer:

                  (a)   Accuracy  of   Representations   and   Warranties.   All
representations  and warranties made by the Seller and/or AUGI in this Agreement
shall be true and correct in all material respects on and as of the Closing Date
as though such representations and warranties were made on and as of that date.

                  (b)  Performance.  The Seller  and AUGI shall have  performed,
satisfied and complied in all material  respects with all covenants,  agreements
and conditions required by this Agreement to be performed, satisfied or complied
with by them on or before the Closing Date.

                  (c)   Certification.   The  Buyer   shall   have   received  a
certificate,  dated the Closing Date, signed by the Seller and AUGI, certifying,
in such  detail as the Buyer and its counsel may  reasonably  request,  that the
conditions specified in Sections 10.1(a) and 10.1(b) above have been fulfilled.

                  (d)  Resolutions.  The Buyer  shall  have  received  certified
resolutions of the Board of Directors and the sole stockholder of the Seller and
of the Board of Directors of AUGI, in form  reasonably  satisfactory  to counsel
for the Buyer,  authorizing  the  Seller's  and AUGI's  execution,  delivery and
performance of this Agreement and all actions to be taken by the Seller and AUGI
hereunder.

                  (e) Absence of Litigation. No action, suit or proceeding by or
before  any court or any  governmental  body or  authority,  against  either the
Seller or AUGI or pertaining to the transactions  contemplated by this Agreement
or their consummation, shall have been instituted on or before the Closing Date,
which action, suit or proceeding would, if determined adversely, have a Material
Adverse Effect.

                  (f) Due  Diligence.  The Buyer  shall have  completed,  to its
satisfaction,  due  diligence of the  properties  and assets of the  Businesses,
contracts,  agreements,  books, records and documents relating to the Seller and
the Assets.

                  (g) Consents. All necessary consents of third parties required
for the consummation of this Agreement and the proposed transaction,  including:
(i) any  parties  to any  Material  Contracts  (including,  without  limitation,
contracts with customers of the Businesses), and any licensing authorities which
are  material  to the  Businesses,  and (ii)  any  governmental  authorities  or
agencies  to

                                      -21-

<PAGE>


the  extent  required  to be  obtained  prior  to the  Closing  in
connection with the transactions contemplated by this Agreement, shall have been
obtained and true and complete copies thereof delivered to the Buyer.

                  (h) Material Adverse Effect.  On the Closing Date, there shall
not have occurred any event or condition  materially and adversely affecting the
Assets or the  financial  condition,  operations  or  Businesses  of the Seller,
except  as  disclosed  in this  Agreement  or the  schedules  hereto on the date
hereof.

                  (i) Extension of UPS Note.  AUGI shall have obtained  prior to
the Closing Date, an extension  until not earlier than November 1999 of the $1.5
million note of Connectsoft  and AUGI payable to UPS, which is currently due and
payable on April 30, 1999 (the "UPS Note").

                  (j)  Intercompany  Obligations.  The Buyer shall have received
from AUGI and its Affiliates  written releases or other assurances,  in form and
substance  reasonably  satisfactory  to the Buyer,  that AUGI and its Affiliates
will not assert against the Buyer or the Assets or any of Buyer's Affiliates any
claims in respect of obligations  owed by the Seller to AUGI and its Affiliates,
except for the Note to be delivered at the Closing in the form annexed hereto as
Exhibit D.

                  (k) Additional  Working  Capital.  EXTEL shall have obtained a
minimum  of  $1.0  million  of  additional  working  capital  financing  for the
Businesses  upon such terms and conditions as shall be reasonably  acceptable to
EXTEL.

                  (l) Bill of Sale.  On or before the Closing  Date,  the Seller
shall have executed and delivered the Bill of Sale to the Buyer.

                  (m) Keyman  Agreement.  On or before the Closing Date,  Howard
Katz shall have entered  into an  employment  agreement  with EXTEL on terms and
conditions mutually agreeable to Howard Katz and EXTEL.

                  (n) Non-Disclosure Agreements. All employees of CCC shall have
executed and  delivered to CCC (and Buyer shall have  received  copies  thereof)
Non-Disclosure  Agreements  in form and  substance  reasonably  satisfactory  to
Buyer.

            10.2  Conditions   to    Obligations   of  AUGI  and   Seller.   The
obligations of AUGI and the Seller to consummate the  transactions  contemplated
by this  Agreement  are further  subject to the  satisfaction,  at or before the
Closing Date, of all the following  conditions,  any one or more of which may be
waived in writing by AUGI:

                                      -22-

<PAGE>


                  (a)   Accuracy  of   Representations   and   Warranties.   All
representations  and  warranties  made by EXTEL and the Buyer in this  Agreement
shall be true and correct in all material respects on and as of the Closing Date
as though such representations and warranties were made on and as of that date.

                  (b)  Performance.  EXTEL and the Buyer  shall have  performed,
satisfied and complied in all material  respects with all covenants,  agreements
and conditions required by this Agreement to be performed, satisfied or complied
with by EXTEL and the Buyer on or before the Closing Date.

                  (c)  Certification.  The Seller and AUGI shall have received a
certificate,   dated  the  Closing  Date,  executed  by  EXTEL  and  the  Buyer,
certifying,  in such  detail  as the  Seller  and AUGI  and  their  counsel  may
reasonably  request,  that the  conditions  specified  in  Sections  10.2(a) and
10.2(b) above have been fulfilled.

                  (d)  Resolutions.  The Seller  and AUGI  shall  have  received
certified  resolutions  of the Board of Directors  and sole  stockholder  of the
Buyer and of the Board of Directors of EXTEL, in form reasonably satisfactory to
counsel for the Seller and AUGI,  authorizing the Buyer's and EXTEL's execution,
delivery and  performance  of this  Agreement and all actions to be taken by the
Buyer and EXTEL hereunder.

                  (e) Consents. All necessary consents of third parties required
for the consummation of this Agreement and the proposed transaction,  including:
(i) any  parties  to any  Material  Contracts  (including,  without  limitation,
contracts with customers of the Businesses), and any licensing authorities which
are  material  to the  Businesses,  and (ii)  any  governmental  authorities  or
agencies  to  the  extent  required  to be  obtained  prior  to the  Closing  in
connection with the transactions contemplated by this Agreement, shall have been
obtained and true and complete copies thereof delivered to the Buyer.

                  (f)  Assumption  Agreement.  The Buyer shall have executed and
delivered to the Seller the Assumption Agreement.

                  (g)  Promissory  Note. The Buyer and EXTEL shall have executed
and delivered to AUGI the Note in the form annexed hereto as Exhibit D.

                  (h) Letter Agreement.  The Buyer and EXTEL shall have executed
and  delivered  to AUGI and the Seller the letter  agreement in the form annexed
hereto as Exhibit E.

                                      -23-

<PAGE>


         11. CLOSING.

             11.1 Place  and Date of  Closing.  Unless this  Agreement  shall be
terminated  pursuant to Section 13 below,  the  consummation of the transactions
contemplated by this Agreement (the  "Closing")  shall take place at the offices
of the Buyer,  or such other  location as is agreed to between the  parties,  at
10:00  A.M.  local  time on the date that is three (3)  business  days after the
satisfaction of all conditions to Closing set forth herein,  it being understood
that the parties  hereto shall use their best efforts to satisfy the  conditions
precedent  to Closing,  in each case on or before July 15, 1998 (the date of the
Closing  being  referred  to in  this  Agreement  as the  "Closing  Date").  If,
notwithstanding  the parties' best efforts,  such conditions shall not have been
satisfied by such date, then the Closing Date shall be extended to the date that
is three (3) Businesses days after the satisfaction of all such conditions,  but
which  shall  not in any case be later  than  July 31,  1998  ("Outside  Closing
Date"), unless the parties hereto agree in writing otherwise.

             11.2 Deliveries  at  Closing.  At the  Closing,  the Seller and the
Buyer, respectively, will deliver the following documents:

                  (a) The Seller and AUGI will  deliver or cause to be delivered
to EXTEL and to the Buyer:

                      (i) a copy of the  by-laws of the  Seller and  resolutions
adopted by the Seller's  Board of Directors and sole  stockholder  approving the
transactions  contemplated by this Agreement,  certified by the Secretary of the
Seller as of the Closing Date;

                      (ii) a copy of the  certificate  of  incorporation  of the
Seller,  with all  amendments  thereto,  together with a long form good standing
certificate and tax clearance  certificate,  certified by the Secretary of State
of the Seller's state of  incorporation as of a date no later than five (5) days
before the Closing Date;

                      (iii)  certificate(s) by the Secretaries of the Seller and
of AUGI, dated as of the Closing Date,  attesting to the authority and verifying
the signature of each person who signed this  Agreement or any other  agreement,
instrument  or  certificate   delivered  in  connection  with  the  transactions
contemplated hereby on behalf of the Seller and AUGI, respectively;

                      (iv) all agreements,  authorizations,  exemptions, waivers
and  consents of any third  persons or  entities  required to be obtained by the
Seller or AUGI  hereunder or generally  necessary  for the  consummation  by the
Seller and AUGI of the transactions contemplated by this Agreement;

                      (v) sufficient,  original,  executed copies of assignments
of patents,  trademarks and/or copyrights,  in form and substance

                                      -24-

<PAGE>

acceptable to the Buyer,  such that  there  is one  original  version  for  each
group of patents, trademarks and copyrights;

                      (vi) certificate(s), dated the Closing Date, signed by the
chief  financial  officer  of each of the  Seller  and AUGI that the  conditions
specified in Section 10.2(a) and (b) hereof have been fulfilled in all respects;

                      (vii) assignment of leases for each Lease; and

                      (viii)   such   other   specific   instruments   of  sale,
conveyance,  assignment, transfer, and delivery as are required to vest good and
marketable title to the Assets in the Buyer.

                  (b) EXTEL   and  the  Buyer   will  deliver  or  cause  to  be
delivered to the Seller and to AUGI:

                      (i) a copy of the  by-laws  of the Buyer  and  resolutions
adopted by the Buyer's  Board of Directors  and sole  stockholder  approving the
transactions  contemplated by this Agreement,  certified by the Secretary of the
Buyer as of the Closing Date;

                      (ii) a copy of the  certificate  of  incorporation  of the
Buyer,  with all  amendments  thereto,  together  with a long form good standing
certificate and tax clearance  certificate,  certified by the Secretary of State
of the Buyer's state of  incorporation  as of a date no later than five (5) days
before the Closing Date;

                      (iii)  certificate(s)  by the  Secretaries of EXTEL and of
the  Buyer,  dated  as of the  Closing  Date,  attesting  to the  authority  and
verifying  the  signature of each person who signed this  Agreement or any other
agreement,   instrument  or  certificate   delivered  in  connection   with  the
transactions contemplated hereby on behalf of EXTEL and the Buyer, respectively;

                      (iv) certificate(s), dated the Closing Date, signed by the
chief  financial  officer  of each of EXTEL  and the Buyer  that the  conditions
specified in Section 10.1(a) and (b) hereof have been fulfilled in all respects;
and

                      (v)  such  other   specific   instruments  of  conveyance,
assignment,  transfer,  and  delivery as are  required to confirm that the Buyer
shall have assumed the payment and  performance of the Assumed  Liabilities  and
the performance of the Material Contracts.

         12. TERMINATION OF AGREEMENT.

             12.1 General. This Agreement may be terminated and the transactions
contemplated hereby may be abandoned at any time prior to the

                                      -25-

<PAGE>

Closing:  (a) by the mutual written consent of the parties hereto;  (b) by EXTEL
and the Buyer,  on the one hand,  or by the Seller and AUGI,  on the other hand,
if:  (i)  a  material   breach   shall   exist  with   respect  to  the  written
representations  and warranties made by the other party or parties,  as the case
may be, which  breach  shall not have been cured  within  thirty (30) days after
notice thereof to such other party or parties;  (ii) the other party or parties,
as the case may be, shall take any action prohibited by this Agreement,  if such
actions shall or may have a Material Adverse Effect on the financial  condition,
operations, or Businesses of the Seller or on any material portion of the Assets
and/or the consummation of the transactions contemplated hereby, and such breach
shall not have been cured,  if the same is capable of cure,  within  thirty (30)
days after  notice  thereof to the  breaching  party,  (iii) the other  party or
parties,  as the case may be, shall not have furnished,  upon reasonable  notice
therefor,  such  certificates  and  documents  required in  connection  with the
transactions  contemplated  hereby and matters  incidental thereto as it or they
shall have agreed to furnish, and it is reasonably unlikely that the other party
or parties  will be able to furnish such  item(s)  prior to the Outside  Closing
Date specified below, or (iv) any consent of any third party to the transactions
contemplated  hereby (whether or not the necessity of which is disclosed  herein
or in any schedule  hereto) is  reasonably  necessary to prevent a default under
any outstanding material obligation of EXTEL, the Buyer, AUGI or the Seller, and
such  consent is not  obtainable,  after good faith  efforts to obtain the same,
without  material  cost or penalty  (unless  the party or parties not seeking to
terminate this Agreement agrees or agree to pay such cost or penalty); or (c) by
EXTEL or the Buyer,  on the one hand,  or by the  Seller and AUGI,  on the other
hand,  at any time on or after the Outside  Closing  Date,  if the  transactions
contemplated hereby shall not have been consummated prior thereto, and the party
directing  termination shall not then be in breach or default of any obligations
imposed upon such party by this Agreement.

             12.2  Effect  of  Termination.  In  the  event  of  termination  by
either party as above  provided in this Section 12, prompt  written notice shall
be given to the other party. Termination of this Agreement shall not relieve any
party of any of its  obligations  pursuant to Section  9.1 above,  and shall not
relieve any breaching party from liability for any breach of this Agreement.

         13. INDEMNIFICATION. It is expressly understood and agreed by and among
all parties to this Agreement that the indemnification  provisions set forth  in
this  Article  13  are  in  addition  to,  and  not  in lieu of, the  respective
indemnification  obligations  of each of  EXTEL  and  AUGI as are set  forth  in
Article  14  herein.  In the event and to the  extent  that  there  shall be any
inconsistency  between the rights and  obligations  contained in this Article 13
and to  Article  14,  the terms and  conditions  of Article  14,  shall,  in all
respects, govern.


                                      -26-
<PAGE>


             13.1 General.

                  (a) Without prejudice to any rights of contribution as between
the Seller and AUGI, from and after the Closing  Date, the Seller and AUGI shall
jointly and severally  defend,  indemnify and hold harmless the  Buyer  and  its
stockholders,  affiliates,  officers,  directors,  employees and agents (each  a
"Buyer Indemnified  Person") from, against and in respect of any and all claims,
losses, costs, expenses,  obligations,  liabilities,   damages,  recoveries  and
deficiencies,  including  costs  of  investigation,   interest,   penalties  and
reasonable  attorneys'  fees,  that the  Buyer  may  incur,  sustain  or  suffer
("Losses") as a result of (i) any breach of, or failure by the Seller or AUGI to
perform,  in any  material  respect,  any of  the  representations,  warranties,
covenants or agreements of the Seller or AUGI  contained in this  Agreement,  or
(ii) any failure by the Seller to pay or perform when due (or any  imposition on
the Buyer or EXTEL) any of its retained  liabilities  (including any liabilities
of the Business or the Seller which are not Assumed Liabilities).

                  (b)  Without   prejudice  to  any  rights of  contribution  as
between  the Buyer and EXTEL,  from and after the  Closing  Date,  the Buyer and
EXTEL shall jointly and severally defend, indemnify and hold harmless the Seller
and AUGI, and their respective stockholders,  affiliates,  officers,  directors,
employees and agents (each a "Seller  Indemnified  Person") from, against and in
respect  of  any  and  all  claims,   losses,  costs,   expenses,   obligations,
liabilities,   damages,   recoveries  and   deficiencies,   including  costs  of
investigation,  interest,  penalties and reasonable  attorneys'  fees,  that the
Seller or AUGI may incur, sustain or suffer as a result of (i) any breach of, or
failure by the Buyer or EXTEL to perform,  in any material  respect,  any of the
representations,  warranties,  covenants  or  agreements  of the  Buyer or EXTEL
contained in this Agreement,  or (ii) any failure by the Buyer to pay or perform
(or  any  imposition  on the  Seller  or  AUGI)  when  due  any  of the  Assumed
Liabilities.

             13.2 Limitations on Certain Indemnity.

                  (a)  Notwithstanding    any    other    provision    of   this
Agreement to the contrary,  the Seller and AUGI shall not be liable to the Buyer
with respect to Losses unless and until,  and then only to the extent that,  the
aggregate  amount of all Losses  incurred by the Buyer  shall  exceed the sum of
$50,000  (the  "Basket");  provided,  however,  that  the  Basket  shall  not be
available  with  respect to any Losses  involving  proven fraud by the Seller or
AUGI. The Seller and AUGI shall thereafter be liable for all Losses in excess of
the Basket, provided that the Seller's and AUGI's maximum aggregate liability in
respect of all Losses shall not, in the absence of proven fraud by the Seller or
AUGI in respect of any particular  Losses,  in any event exceed the  limitations
set forth in Section 13.2(b) below.


                                      -27-
<PAGE>


                  (b) Except with respect to any Losses  involving  proven fraud
by the Seller or AUGI,  the  Seller  and  AUGI  shall  only  be required, in the
aggregate, to pay indemnification hereunder, after application of the Basket, up
to a maximum amount equal to the Consideration.

                  (c) The Buyer  shall  be entitled  to indemnification  by  the
Seller and AUGI for Losses  only in respect of claims for which  notice of claim
shall have been  given  to the Seller and AUGI on or before  June 30,  1999, or,
with  respect  to  Losses relating  to a  breach of any warranties in respect of
taxes, the expiration of the final statute of limitations for those  tax returns
covered by the tax warranties  contained  herein;  provided,  however,  that the
Buyer shall not be entitled  to  indemnification  from the Seller or AUGI in the
event that  the subject claim for indemnification relates to a third-party claim
and the Buyer delayed  giving  notice  thereof to the Seller and AUGI to such an
extent as to cause material  prejudice to the defense of such third-party claim.
This  Section  13.2(c)  shall not apply to any failure by the Seller to pay when
due any of its retained liabilities.

             13.3 Claims   for  Indemnity.  Whenever  a claim  shall  arise  for
which any party shall be entitled to indemnification  hereunder, the indemnified
party  shall  notify  the  indemnifying  party in  writing  (which  may  include
facsimile  transmission)  within  three  (3)  Business  days of the  indemnified
party's first receipt of notice of, or the indemnified  party's obtaining actual
knowledge of, such claim,  and in any event within such shorter period as may be
necessary for the indemnifying  party or parties to take  appropriate  action to
resist such claim.  Such notice shall specify all facts known to the indemnified
party  giving rise to such  indemnity  rights and shall  estimate (to the extent
reasonably possible) the amount of potential liability arising therefrom. If the
indemnifying  party shall be duly  notified of such  dispute,  the parties shall
attempt  to settle  and  compromise  the same or may agree to submit the same to
arbitration or, if unable or unwilling to do any of the foregoing,  such dispute
shall be settled by appropriate  litigation,  and any rights of  indemnification
established by reason of such settlement,  compromise, arbitration or litigation
shall promptly  thereafter be paid and satisfied by those  indemnifying  parties
obligated to make indemnification hereunder.

             13.4 Right  to Defend.  If the facts  giving  rise to any claim for
indemnification  shall involve any actual or threatened  action or demand by any
third  party  against  the  indemnified  party  or any of  its  Affiliates,  the
indemnifying  party or  parties  shall be  entitled  (without  prejudice  to the
indemnified  party's right to participate at its own expense  through counsel of
its own choosing),  at their expense and through  counsel of their own choosing,
to defend  or  prosecute  such  claim in the name of the  indemnifying  party or
parties, or any of them, or if necessary,  in the name of the indemnified party.
In any event, the indemnified  party shall give the  indemnifying  party advance
written  notice of any proposed  compromise or settlement of any such claim.  If
the remedy  sought in any such  action or demand is solely  money  damages,  the
indemnifying  party  shall have five


                                      -28-
<PAGE>

(5) Business  Days  after  receipt of such notice of settlement to object to the
proposed compromise or settlement,  and if it does so object,  the  indemnifying
party  shall be  required  to  undertake, conduct and control, though counsel of
its own choosing and at its sole expense, the settlement  or  defense   thereof,
and  the  indemnified  party  shall  cooperate  with  the  indemnifying party in
connection therewith.

         14. INDEMNIFICATION - ASSUMED LIABILITIES/MATERIAL CONTRACTS

             14.1. Indemnification  of the  Seller  and AUGI.  Each of EXTEL and
Buyer  does  hereby   jointly  and   severally,   irrevocably,   absolutely  and
unconditionally  indemnify,  defend and hold  harmless the Seller and AUGI,  and
each of them,  individually  and severally,  to the fullest extent  permitted by
law, from and against any claim against the Seller or AUGI in respect of (i) any
act,  omission,  neglect,  breach or failure by EXTEL and/or Buyer, or either of
them,  to timely  and fully pay and  perform  each and every one of the  Assumed
Liabilities and Material  Contracts,  when due, and (ii) as a result of, arising
from or in  connection  with any claim by any taxing  authority  for Taxes of or
relating  to  EXTEL  or  Buyer,   including  (but  not  limited  to)  all  Taxes
attributable  to the  business and  operations  of any of them after the Closing
Date (all of the foregoing  being  referred to  collectively  as the "AUGI Group
Indemnified  Amounts"),  except to the extent  provided in  Sections  2.2(b) and
14.2. Each of the Buyer and EXTEL jointly and severally  covenants and agrees to
fully pay and reimburse  each of the Seller and AUGI,  within  twenty-four  (24)
hours of written  demand  therefor,  for any payments  made or amounts which the
Seller or AUGI becomes  legally  obligated to pay in connection  with any of the
AUGI Group Indemnified Amounts, except to the extent provided in Sections 2.2(b)
and 14.2.

             14.2  Indemnification  of  the  Buyer  and  EXTEL.  Each  of  AUGI,
Connectsoft and CCC does hereby jointly and severally,  irrevocably,  absolutely
and  unconditionally  indemnify,  defend and holds harmless the Buyer and EXTEL,
and each of them, individually and severally, to the fullest extent permitted by
law, from and against any claim against the Buyer or EXTEL in respect of (i) any
act, omission,  neglect,  breach or failure by AUGI,  Connectsoft and/or CCC, or
any of them,  to timely and fully pay and  perform (a) each and every one of the
Excluded Liabilities, when due, and (b) any of the Assumed Liabilities, but only
to  the  extent  that  the  aggregate  principal  amount  of  all  such  Assumed
Liabilities  shall exceed $4,500,000 and (ii) as a result of, arising from or in
connection  with any claim by any taxing  authority  for Taxes of or relating to
AUGI,  Connectsoft or CCC, including (but not limited to) all Taxes attributable
to the business and  operations of any of them prior to the Closing Date (all of
the foregoing  being referred to  collectively  as the "EXTEL Group  Indemnified
Amount"). For purposes of this Agreement, "Taxes" shall mean all federal, state,
county,  local and other taxes,  including,  without  limitation,  income taxes,
estimated taxes,  withholding taxes, excise taxes, sales taxes, use taxes, gross
receipt taxes,  franchise taxes,  employment


                                      -29-
<PAGE>

and payroll related taxes, property  taxes  and  import  duties,  whether or not
measured  in  whole  or  in part by net income,  and all deficiencies  or  other
additions to tax,  interest and penalties owed by it in connection with any such
taxes. Each of AUGI,  Connectsoft and CCC  jointly and severally  covenants  and
agrees  to  fully  pay  and reimburse  each  of  the  Buyer  and  EXTEL,  within
twenty-four (24)  hours  of written  demand therefor, for any  payments  made or
amounts which the Buyer or EXTEL becomes  legally obligated to pay in connection
with any of the EXTEL Group Indemnified Amount.

             14.3  Claims  for  Indemnity.  Whenever  a claim  shall  arise  for
which any party shall be entitled to indemnification  hereunder, the indemnified
party shall promptly notify the indemnifying party in writing (which may include
facsimile  transmission) following the indemnified party's receipt of notice of,
or the  indemnified  party's  obtaining  actual  knowledge of, such claim.  Such
notice  shall  specify all facts known to the  indemnified  party giving rise to
such indemnity rights and shall estimate (to the extent reasonably possible) the
amount of potential liability arising therefrom.

             14.4  Right to Defend.  If the facts  giving  rise to any claim for
indemnification  shall involve any actual or threatened  action or demand by any
third  party  against  the  indemnified  party  or any of  its  affiliates,  the
indemnifying  party or  parties  shall be  entitled  (without  prejudice  to the
indemnified  party's right to participate at its own expense  through counsel of
its own choosing),  at their expense and through  counsel of their own choosing,
to defend  or  prosecute  such  claim in the name of the  indemnifying  party or
parties, or any of them, or if necessary,  in the name of the indemnified party.
In any event, the indemnified  party shall give the  indemnifying  party advance
written  notice of any proposed  compromise or settlement of any such claim.  If
the remedy  sought in any such  action or demand is solely  money  damages,  the
indemnifying  party  shall have three (3) days after  receipt of such  notice of
settlement to object to the proposed compromise or settlement, and if it does so
object,  the  indemnifying  party shall be required  to  undertake,  conduct and
control,  though  counsel  of its own  choosing  and at its  sole  expense,  the
settlement or defense  thereof,  and the indemnified  party shall cooperate with
the indemnifying party in connection therewith.




                                      -30-
<PAGE>


         15. POST-CLOSING  EVENTS.  The parties  hereby  further agree
that, from and after the Closing:

             15.1 Books and Records.  At any time and from time to time from and
after the Closing  Date,  the Buyer shall permit the Seller  and/or AUGI to have
access, during normal business hours and without undue disruption of the Buyer's
Businesses,  to those books and records  transferred to the Buyer as part of the
Assets,  for  purposes  of  preparing  any tax  filings or any other  legitimate
purpose of the Seller and/or AUGI.  Such books and records may be made available
at any  location  where the Buyer  maintains  same,  and all costs and  expenses
relating to such access and inspection shall be the responsibility of the Seller
and/or  AUGI.  In the event  that,  at any time and from time to time  after the
Closing Date, the Buyer shall  determine to destroy or dispose of any such books
and records,  the Buyer shall give notice  thereof to the Seller and/or AUGI not
less than thirty (30) days prior to such disposition, and the Seller and/or AUGI
shall have the right, at their own cost and expense,  to take possession of such
books and records prior to their disposition.

             15.2 Employees.  The Buyer hereby confirms its intention to retain,
as of the Closing Date, the employees of the  Businesses  identified on Schedule
15.2,  provided that the Buyer shall at all times retain the absolute discretion
to terminate,  dismiss,  reassign or otherwise modify the terms of employment of
any or all of such  employees.  The Buyer shall retain full discretion as to the
nature and extent of benefits to be provided to  employees  for periods from and
after the Closing Date.

             15.3  Further  Assurances.  From  time to time  from and  after the
Closing  Date,  the  parties  will take any and all such  action and execute and
deliver to one another any and all further agreements, instruments, certificates
and other documents,  as may reasonably be requested by any other party in order
more fully to consummate the transactions  contemplated hereby, and to effect an
orderly transition of the ownership and operations of the Businesses.

         16  COSTS.

             16.1  Finder's  or Broker's  Fees.  The Buyer and EXTEL (on the one
hand) and the Seller and AUGI (on the other hand)  represents  and warrants that
neither they nor any of their  respective  Affiliates have dealt with any broker
or  finder  in  connection  with any of the  transactions  contemplated  by this
Agreement,  and no  broker or other  person is  entitled  to any  commission  or
finder's fee in connection with any of these transactions.

             16.2 Expenses. The Buyer, the Seller and AUGI shall each pay all of
their own  respective  costs and  expenses  incurred  or to be incurred by them,
respectively,  in  negotiating  and preparing  this Agreement and in closing and
carrying out the transactions contemplated by this Agreement.


                                      -31-
<PAGE>


         17. FORM OF AGREEMENT.

             17.1  Effect  of  Headings.  The  Section  headings  used  in  this
Agreement  and the titles of the  schedules  hereto are included for purposes of
convenience only, and shall not affect the construction or interpretation of any
of the provisions hereof or of the information set forth in such schedules.

             17.2 Entire  Agreement;  Waivers.  This  Agreement  (including  the
schedules and exhibits  hereto)  constitutes  the entire  agreement  between the
parties  pertaining  to the subject  matter  hereof,  and  supersedes  all prior
agreements or understandings as to such subject matter. No party hereto has made
any  representation or warranty or given any covenant to the other except as set
forth in this Agreement and the schedules and exhibits hereto.  No waiver of any
of the  provisions of this Agreement  shall be deemed,  or shall  constitute,  a
waiver of any other  provisions,  whether or not  similar,  nor shall any waiver
constitute a continuing  waiver.  No waiver shall be binding unless  executed in
writing by the party making the waiver.

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

         18. PARTIES.

             18.1  Parties  in  Interest.  Nothing  in this  Agreement,  whether
expressed or implied,  is intended to confer any rights or remedies  under or by
reason of this  Agreement on any persons  other than the parties to it and their
respective  successors and permitted assigns,  nor is anything in this Agreement
intended to relieve or  discharge  the Assumed  Liabilities  or liability of any
third persons to any party to this  Agreement,  nor shall any provision give any
third  persons any right of  subrogation  or action over or against any party to
this Agreement.

             18.2   Notices.   All   notices,   requests,   demands   and  other
communications  under this Agreement  shall be in writing and shall be deemed to
have  been  duly  given  on the  date of  service  if  served  personally  on or
telecopied  to the party to whom  notice is to be given  (telecopy  confirmation
received by the transmitting party), one day after being deposited for overnight
delivery with a recognized  overnight  courier  service in a properly  addressed
package with all charges  prepaid or billed to the account of the sender,  or on
the  third  day after  mailing  if  mailed to the party to whom  notice is to be
given,  by first class mail,  registered  or  certified,  postage  prepaid,  and
properly addressed as follows:


                                      -32-
<PAGE>

                               (a)  If to the Seller or AUGI:

                                    Connectsoft, Inc.
                                    c/o American United Global, Inc.
                                    11130 NE 33rd Place, Suite 250
                                    Bellevue, Washington  98004
                                    Attn:  Mr. Robert M. Rubin
                                    Fax No.: (425) 822-9095 and (516) 254-2136

                                    with a copy sent concurrently to:

                                    Jay M. Kaplowitz, Esq.
                                    Gersten, Savage, Kaplowitz & Fredericks, LLP
                                    101 East 52nd Street
                                    New York, New York 10022
                                    Fax No.: (212) 980-5192

                               (b)  If to the Buyer:

                                    Executive TeleCard, Ltd.
                                    4260 East Evans Avenue
                                    Denver, Colorado 80222
                                    Attn: Christopher Vizas
                                    Fax No.: (303) 692-0965

                                    with a copy sent concurrently to:

                                    Stephen Kaufman, Esq.
                                    Hogan & Hartson, LLP
                                    555 Thirteenth Street, N.W.
                                    Washington, D.C. 20004-1109
                                    Fax No.: (202) 637-5910

or to such other address or telecopier  number as any party shall have specified
by notice in writing given to all other parties.

         19. MISCELLANEOUS.

             19.1  Amendments and  Modifications.  No amendment or  modification
of this  Agreement or any exhibit or schedule  hereto shall be valid unless made
in writing and signed by the party to be charged therewith.

             19.2  Non-Assignability;  Binding Effect.  Neither this  Agreement,
nor  any of the  rights  or  liabilities  of the  parties  hereunder, shall   be
assignable by any party hereto  without the prior  written  consent of all other
parties hereto, except that the Buyer may, without requirement of any consent of
AUGI or


                                      -33-
<PAGE>


the  Seller,  assign the  Buyer's  rights to  indemnification  hereunder  to any
secured lender to the Buyer from time to time.  Otherwise,  this Agreement shall
be binding  upon and shall inure to the benefit of the parties  hereto and their
respective successors and permitted assigns.

             19.3  Governing  Law;   Jurisdiction.   This  Agreement   shall  be
construed and  interpreted  and the rights granted herein governed in accordance
with the laws of the State of Delaware  applicable  to contracts  made and to be
performed wholly within such State. Except as otherwise provided in Section 13.3
and Section 14.3 above,  any claim,  dispute or controversy  arising under or in
connection  with this  Agreement or any actual or alleged breach hereof shall be
settled exclusively by arbitration in accordance with the commercial arbitration
rules of the American Arbitration  Association then obtaining. As part of his or
her  award,  the  arbitrator  shall  make a fair  allocation  of the  fee of the
American Arbitration Association,  the cost of any transcript,  and the parties'
reasonable attorneys' fees, taking into account the merits and good faith of the
parties'  claims and defenses.  Judgment may be entered on the award so rendered
in any court having  jurisdiction.  Any process or other papers hereunder may be
served by registered or certified mail, return receipt requested, or by personal
service, provided that a reasonable time for appearance or response is allowed.

                         [SIGNATURES ON FOLLOWING PAGE]





                                      -34-


<PAGE>


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

                          AMERICAN UNITED GLOBAL, INC.


                          By:_________________________________________
                             Name:
                             Title:


                          CONNECTSOFT COMMUNICATIONS
                            CORPORATION


                          By:_________________________________________
                             Name:
                             Title:


                          CONNECTSOFT HOLDING CORP.


                          By:_________________________________________
                             Name:
                             Title:


                          C-SOFT ACQUISITION CORP.


                          By:_______________________________________
                             Name:
                             Title


                          EXECUTIVE TELECARD, LTD.

                          By:_______________________________________
                             Name:
                             Title


                                      -35-