MULTI LINK TELECOMMUNICATIONS INC
EXHIBIT 10.1--AGREEMENT FOR PURCHASE
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<TYPE>EX-10
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<FILENAME>multi319028kex101.htm
<DESCRIPTION>EXHIBIT 10.1--AGREEMENT FOR PURCHASE
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<TITLE>Multi-Link Telecommunications, Inc. Form 8-K Exhibit 10.1 HTML</TITLE>
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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit 10.01</FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>AGREEMENT
FOR PURCHASE</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Agreement is made this 20<SUP>th</SUP> day of March 2002 by and between
<U>Multi-Link Communications LLC</U>, a limited liability corporation located at
7999 Knue Road, Suite 101, Indianapolis, IN 46250 (hereinafter referred to as
&#147;Seller&#148; or &#147;MLNK&#148;) and <U>Signius Corporation</U>, a
<U>Delaware </U>corporation located at <U>345 Witherspoon Street, Princeton, NJ
08542 </U>(hereinafter referred to as &#147;Buyer&#148; or
&#147;<U>Signius</U>&#148;). </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1. SALE OF
ASSETS</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Seller
agrees to sell and Buyer agrees to purchase from Seller on the terms and
conditions hereinafter set forth, the tangible and intangible assets
(collectively the &#147;Assets&#148;) of the Telephone Answering Service
(&#147;TAS&#148;) business operating at 7999 Knue Road, Suite 101, Indianapolis,
IN 46250 (collectively the &#147;Business&#148;), including the property
described herein free and clear of all liens, liabilities and encumbrances of
any kind except as noted below. Included in the Assets are: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
All of Seller&#146;s accounts including telephone answering service accounts,
digital pager accounts (to the extent used by TAS customers only), alpha pager
accounts, voice mail (to the extent used by TAS customers only), telemarketing,
service accounts and order entry accounts (collectively &#147;Accounts&#148;) as
identified on Schedule A attached hereto, together with any new accounts
accepted between the date of this Agreement and the Closing Date, less any of
the Accounts shown on Schedule A who terminate service or whose service is
terminated by Seller for non-payment, between the date of this Agreement and the
Closing Date. Seller will also separately list any accounts that trade for
services versus paying for the service; </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
The chairs, and answering service systems and equipment, computers to support
the same, software, pagers (including the rights to those that are leased from
others), and equipment used or sold in the normal course of business as
identified on Schedule B attached hereto and all other property, tangible and
intangible, real or personal (excepting cash in the bank) owned by the Business
and relating to the TAS. Notwithstanding the foregoing, it is understood that
assets and accounts used for the stand alone voicemail and voice processing
business remain with Seller. Assets not specifically listed in Schedule B will
remain with the Seller. </FONT></P>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
Any and all telephone numbers, DID numbers, , airtime rental for pagers related
to the Business as listed on Schedule C. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)
All Accounts Receivable of the Accounts whether current or previously written
off. Seller will also provide Buyer at Closing with an electronic and hard copy
of its Accounts billing database from its TBS system. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)
All goodwill of the Business, including without limitation, TAS customer lists
and reputation, TAS supplier lists, TAS sales records, TAS working files, TAS
supplier files and all other TAS records, working files, licenses, certificates,
promotional materials and other similar property and intellectual rights, if
any. Notwithstanding the foregoing, the right to use the names Multi-Link and
Hellyer Communications will be limited to a 90 day period after Closing and
Seller reserves the right to transfer rights to those names to any future buyer
of its other businesses. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)
All inventory and any employment or contract rights;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)
All security deposits and other prepaid amounts collected from the Accounts (as
listed on Schedule A) up to the Closing Date. The total of these amounts will be
deducted from the payment of the purchase price by Buyer; provided, however,
that Buyer shall assume all obligations to return such security deposits and
provide service to customers for the prepaid period or refund prepayments to
customers in accordance with normal terms. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2. PURCHASE
PRICE:</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
consideration paid for the Assets shall be <U>Four Hundred Seventy Five
Thousand</U> Dollars ($475,000). $375,000 shall be paid in cash at Closing less
an amount equal to any liabilities assumed by Buyer at Closing for (a) employee
accrued vacation entitlement and (b) customer deposits and prepayments. Except
as set forth in Section 1(g), Section 14 and except as otherwise specifically
agreed to by Buyer in writing, Buyer will not assume nor undertake to perform or
pay any of the debts, liabilities or obligations of Seller (including without
limitation, trade creditors, general creditors or state or federal taxing
authorities) existing or incurred prior to the Closing Date. In addition, Seller
will request Zions Credit Corporation (the Lessor on the Infinity TAS Equipment)
to transfer $100,000 of the obligation owed by Seller to Buyer on terms
acceptable to each party. If no agreement with Zions Credit Corporation can be
reached through good faith efforts by all parties, Buyer will pay an additional
$100,000 in cash which Seller will use to repay the Lease and provide clear
title to the Infinity TAS equipment to Buyer. </FONT></P>
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<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3. CLOSING
DATE:</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Closing
shall occur on March 29, 2002 (&#147;Closing Date&#148;) at Seller&#146;s
principal place of business or at such other time or place as the parties may
agree and shall be effective as of 12:00 A.M. on the March 31, 2002. All
liabilities accruing prior to and including the Closing Date will be obligations
of Seller subject to the terms herein contained. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4. COVENANT
NOT TO COMPETE</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
consideration of this sale, Seller, Nigel Alexander and Shawn Stickle agree to
execute and deliver to Buyer, a Covenant Not To Compete in the form attached to
this Agreement and incorporated into this Agreement as Schedule D. The Covenant
Not To Compete shall be for a period of three years following the Closing, and
shall cover activities related to the operation of TAS and live operator call
center businesses and shall cover the State of Indiana. . </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5. GOVERNING
LAW:</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Agreement shall be governed by and construed in accordance with the laws of the
state where the Business is located. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6. BUYER
REPRESENTATION:</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Buyer
is a Corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware and has full power and authority to enter into
this Agreement and carry out the transactions contemplated hereby. All approvals
necessary prior to closing this transaction will be completed. The consummation
of the transactions provided for by this Agreement shall not constitute any
breach of any contract or agreement to which Buyer is a party. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7. SELLER
REPRESENTATION:</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Seller
warrants that it is a limited liability company duly organized and registered
pursuant to the provisions of the Indiana Business Flexibility Act and is
validly existing and in good standing under the laws of <U>Indiana</U>, and has
full power and authority to enter into this Agreement and carry out the
transactions contemplated hereby: Seller further represents that no other
corporate proceeding on the part of Seller is necessary to authorize the
execution and delivery of this Agreement or authorize the performance of any of
the transactions contemplated hereby. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
<U>Taxes</U>: As of the Closing Date, to the best of Seller&#146;s knowledge,
the Seller will comply with all federal, state and local governmental
requirements relating to the filing of income tax returns, sales and use tax
returns, or property tax returns. All outstanding tax liabilities, including
penalties and interest, if any, of any federal, state and local governmental
authorities have been paid or will be paid within 30 days from the Closing Date
from the Purchase Price except for those taxes not then due. Seller agrees to
pay all taxes accrued during Seller&#146;s ownership of such Assets within
thirty days of the due date of such taxes. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
<U>Representations</U>: (i) Seller represents that all information provided to
Buyer is true and correct in all material respects and accurately reflects the
financial results of the Business and that Seller has good and marketable title
to the Assets and will transfer the assets free and clear of all taxes, liens
assessments and security interests except as provided herein; (ii) all assets
necessary to generate the revenues reflected in (b)(iii) below except the
Glenayre MVP system currently used for voicemail and voice processing are being
transferred at closing; (iii) the gross monthly billing of the Business, net of
sales taxes and cancelled accounts, is on average over the immediate three
months prior to the Closing Date, at least $55,000 and that Seller has no
knowledge of any facts or events (including any pending cancellation) that would
materially and adversely affect this average; and (iv) no representations or
warranties by Seller in this Agreement, nor any document, statement,
certificate, or schedule furnished, or to be furnished, to Buyer by Seller
pursuant to this Agreement or in connection with the transactions contemplated
hereby contains, or will contain, any untrue statement of a material fact or
omit, or will omit, to state a material fact necessary to make the statement of
fact contained therein not misleading. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
<U>Litigation</U>: As of the Closing Date, to the best of Seller&#146;s
knowledge, there is no proceeding or investigation pending or threatened against
Seller or the Business before any court, arbitrator or governmental body that
would involve the Assets of the Business in any manner. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)
<U>Compliance</U>: To the best of Seller&#146;s knowledge, information and
belief, Seller and the Business have complied with and is in compliance with all
federal, state and local laws, ordinances, regulations, rules, permits,
judgments, orders or decrees applicable to the operation of the Business and
that there exists no basis for any claim or default under or violation of any
such statute, law or ordinance that would materially or adversely affect the
Seller&#146;s ability to satisfy its obligations under this Agreement. </FONT></P>
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<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8. ACTIONS OF
SELLER AT CLOSING:</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
the Closing Date, Seller shall execute and deliver to Buyer the following:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
A general instrument of sale, conveyance, assignment, transfer and delivery
substantially similar in form to Exhibit A (&#147;Bill of Sale&#148;). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
A schedule of receivables due for the Accounts and Aging Report attached hereto
as Schedule E.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
A duly executed Covenant Not To Compete attached hereto as Schedule D.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)
A complete set of Exhibits and Schedules as reflected herein;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)
Seller shall supply a detailed list of customer security deposits and prepaid
accounts to Buyer so that Buyer may deduct such amounts from the cash element of
the purchase price in accordance with the provisions of Section 2 above. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)
All records, customer and vendors&#146; lists, correspondence and other files or
exact copies thereof relating to the operation and existence of Seller&#146;s
TAS Business; </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)
Corporate Resolution authorizing the conveyance to Buyer.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)
A list of all employees of Seller&#146;s TAS business, including details of
salary, accrued vacation, benefits and date of joining Seller. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
A letter of authorization providing that Buyer is authorized to change the
address and responsibility of accounts for ongoing services provided to the
Business similar in form to Exhibit B. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)
Any other document or documents not listed above that, upon mutual agreement of
the parties, are determined to be necessary to effectuate the asset sale in
accordance with the terms of this Agreement. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9. ACTIONS OF
BUYER AT CLOSING:</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
the Closing Date, Buyer shall execute and deliver to Seller the following: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
Pay the Seller the purchase price in the amount, form and manner herein
prescribed less any deductions for accrued employee vacation, customer deposits
and customer prepayments; </FONT></P>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
Enter into such documentation as is required by Keybank to assume $100,000 of
the lease liability relating to the Infinity TAS equipment, or pay $100,000 to
Keybank to repay the leasing liability. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
Any other documents or instruments not listed above and as agreed upon by Buyer,
acting in good-faith as reasonably necessary to effectuate the asset sale and
purchase in accordance with the terms of this Agreement. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11. INDEMNITY:</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Seller
for itself and its successors and assigns covenants and agrees to hold harmless
and indemnify Buyer from any and all liabilities and claims whatsoever that
relate to the Business prior to the Closing Date or that relate to the Asset
sale or the sale of the Business and to indemnify and hold Buyer harmless for
costs and expenses, including reasonable attorneys fees, and upon reasonable
request to take such action and to execute and deliver to Buyer any further
documents that Buyer may subsequently reasonably require to reduce any of the
same to possession or to pass to any of the same or to evidence any undertakings
by Seller or Business. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the event any claim or liability for which Seller may be responsible under this
section is made known to Buyer, Buyer shall promptly notify Seller of such claim
or liability and allow Seller the opportunity to object to and/or defend against
such claim or liability. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Buyer
for itself and its successors and assigns covenants and agrees to hold harmless
and indemnify Seller from any and all liabilities and claims whatsoever that
relate to the Business after the Closing Date or that relate to the Asset sale
or the sale of the Business and to indemnify and hold Seller harmless for costs
and expenses, including reasonable attorneys fees, and upon reasonable request
to take such action and to execute and deliver to Seller any further documents
that Seller may subsequently reasonably require to reduce any of the same to
possession or to pass title to any of the same or to evidence any undertakings
by Buyer or Business. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the event any claim or liability for which Buyer may be responsible under this
section is made known to Seller, Seller shall promptly notify Buyer of such
claim or liability and allow Buyer the opportunity to object to and/or defend
against such claim or liability. </FONT></P>
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<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>12. BUSINESS
OPERATIONS:</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>(a)
Ordinary Course</U> - Seller will conduct its business in the ordinary course,
consistent with past practices, until the Closing Date. Seller shall use its
reasonable efforts to keep the Business relationships intact, including
retention of customers and others having business relations with it. Seller
further agrees that subsequent to the Closing Date, it will take no action
detrimental to Buyer&#146;s operation of the Business. Seller assumes all risk
of loss due to fire or any other casualty up to the Closing Date. If a casualty
occurs prior to the Closing Date that is outside the ordinary course of business
and interrupts the Business&#146; operations, then Buyer shall have the option
of terminating the Agreement. All expenses shall be prorated to the Closing Date
except prepaid expenses related to periods following the Closing Date. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>(b)
Payables</U> - Telephone service, utilities, yellow page advertising, line
charges, accounts payables for goods and services, labor and trade expenses, and
other expenses and liabilities due prior to the Closing Date or for periods
prior to the Closing Date that are billed after the Closing Date shall be
charged to and be the responsibility of Seller. Buyer shall change the billing
accounts from the Seller to Buyer the week after the Closing Date. Seller agrees
to execute any document or documents necessary to effectuate these account
changes. As to Assets being acquired, all payables to State and Federal taxing
authorities and other governmental agencies having jurisdiction over the
operation of the Business and/or any creditor having lien or assessment rights
against the Business and the Assets being purchased by Buyer shall be paid or
resolved by Seller at or before the Closing Date. Seller shall pay off any
non-real estate capital leases and transfer such assets to Buyer free and clear
of liens. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>(c)
Post Closing Operations</U> &#150; Due to short time between the date of this
agreement and the Closing Date, it may be necessary for Buyer to operate the
Business in its current location and with Seller&#146;s existing employees for a
period of time after Closing. (a) Commencing 4/1/2002 Buyer shall pay $1,000 per
month as a contribution towards facility expenses related to the Business for
each month or partial month until such time as Buyer ceases to provide services
from Seller&#146;s existing location. This payment will include rent, HVAC
expenses, and reasonable use of copiers, fax machines and other routine office
expenses. (b) Additionally, some of the TAS Accounts utilize voicemail and voice
processing provided on the Glenyre MVP equipment that is excluded from the sale.
Seller agrees to supply such voicemail and voice processing to the Accounts at
no charge for a period of 90 days following the Closing Date. Should the Buyer
continue to use such voice mail or voice processing services after the 90-day
period has passed, Buyer shall pay Seller a fee equal to $10 per mailbox with a
monthly minimum of $100 for such services. (c) In the event that Seller&#146;s
sales force continues to sell TAS services to be provided by Buyer, Buyer will
pay Seller 1X the fixed monthly revenue for any new accounts sold by
Seller&#146;s sales force. Payments to be made no later than 30 days after the
sale date. (d) Seller will cooperate with Buyer to achieve timely billing of
April 2002 charges and may complete invoicing through Seller&#146;s TBS billing
system with customers instructed to send payments to an address or account
designated by Buyer. </FONT></P>
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<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>14. PAYROLL
OBLIGATION:</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
all periods prior to the Closing Date and continuing until the earlier of: a)
the date Buyer ceases taking calls in Seller&#146;s existing TAS office; or, b)
a date not later than April 30, 2002 (&#147;Employee Transfer Date&#148;),
Seller shall be responsible for the payment of all wages, withholdings, benefits
and other taxes for all employees of the Business. Within three days of receipt
of invoices from Seller Buyer will reimburse Seller for the actual TAS Business
employee costs incurred by Seller between the Closing Date and the Employee
Transfer Date including wages, overtime, employer FICA taxes, health and dental
benefits and any other direct costs of employing the TAS Business employees.
Seller will account to its employees for vacation pay and permit the employees
to be paid for accrued but untaken vacation or to continue to accrue the
vacation pay after closing. At Closing Seller will provide Buyer with a schedule
of current employee vacation accruals that were not paid as part of Closing and
Buyer will deduct such amount from the purchase price. The parties will work
together to effectuate the smooth transition. Seller will terminate the
employees on the Employee Transfer Date and Seller will be responsible for all
costs related to termination of the employees. At closing of this transaction,
Seller shall deliver to Buyer copies of personnel files of all Seller&#146;s
employees and assign to Buyer any restrictive covenant signed by an employee.
Seller will indemnify Buyer from any claims of any employee that was related to
any period prior to the Employee Transfer Date. Buyer will offer employment to
all active employees of Seller&#146;s TAS business at rates of pay equal to
their present compensation until the Employee Transfer Date. Buyer will use its
best efforts to accommodate requests from employees for specific shifts. Buyer
shall not have any responsibility or obligation to previous employees of Seller
with respect to any pension plan that may have been provided by Seller; nor does
Buyer have any obligation to provide a pension plan. After the Employee Transfer
Date, Seller&#146;s employees who are employed by Buyer will be offered Health
and Medical benefits consistent with Buyer&#146;s policies without any waiting
period. In the event that Buyer&#146;s benefits cannot be in place at the
Employee Transfer Date, Buyer will reimburse Seller&#146;s employees electing
COBRA coverage an amount equal to &#189; of single coverage on Seller&#146;s
plan until Buyer&#146;s benefits become available or for so long as such
employee remains employed with Buyer following the Employee Transfer Date. </FONT></P>
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<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16. DUE
DILIGENCE:</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Prior
to the Closing Date, Buyer and its legal counsel, accountants and other
representatives shall have full access during normal business hours to all
properties, books, records, contracts and documents of or relating to the
Business and Assets. However, Buyer may not take possession of customer lists or
accounts receivable aging reports until $200,000 has been paid. Buyer shall use
its best efforts not to disrupt Seller&#146;s Business in exercising its rights
to access hereunder. Seller shall furnish or cause to be furnished to Buyer and
its representatives all data and information concerning the Business that may be
reasonably requested. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>17. ASSIGNMENT
AND SEVERABILITY:</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Agreement and all of the provisions hereof shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.
The rights and duties of the parties under this Agreement can only be assigned
by prior written agreement of the parties. In the event any portion of this
Agreement may be determined by any court of competent jurisdiction to be
unenforceable, the balance of the Agreement shall be severed therefrom and shall
continue in full force and effect unless a failure of consideration would
thereby result. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>18. ENTIRE
AGREEMENT:</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Agreement, in conjunction with the Exhibits and Schedules attached hereto,
embodies the entire agreement of the parties with respect to the subject matter
contained herein and supersedes all prior agreements and understandings between
the parties with respect to such subject matter. This Agreement may be executed
in any number of counterparts, including fax or facsimile transmission, and each
such counterpart shall be deemed to be an original instrument. All such
counterparts together shall constitute one instrument. Facsimile transmission of
signatures shall be fully effective if acknowledged by signatory. </FONT></P>
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<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>19.
CONFIDENTIALITY:</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To
the extent not inconsistent or contrary to the rules and laws regulating
disclosures by public companies, each party agrees it shall hold in strict
confidence and shall not disclose to any third party, except to its attorneys,
accountants or other advisors to the extent necessary to obtain advice in
connection with the purchase and sale of the Assets, any information regarding
the transactions contemplated by this Agreement or any information obtained by
such party from the other party resulting to the other party&#146;s business or
financial condition or any other matter. This clause shall survive the
termination of this Agreement. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>20. ATTORNEY
AND BROKER FEES:</FONT></H2>

21.
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
In the event either party defaults in any of their covenants herein so as to
require the party not in default to commence legal or equitable action against
the defaulting party, the defaulting party agrees to pay all reasonable expenses
of said litigation, including reasonable sums for attorney fees. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
Seller represents that no Broker has in any way been involved in this
transaction. Seller agrees to hold Buyer harmless from any person or entity
claiming a commission, finder&#146;s fee or other compensation related to this
transaction. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
parties hereto execute this Agreement as of the date first written above and
intending to be legally bound. </FONT></P>
<PRE>
BUYER                                             SELLER


By:
    ________________________________________      _____________________________________________
    Gary Pudles           Date                    Nigel Alexander            March 21, 2002
    President                                     Chief Executive Officer
</PRE>

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