S-1/A

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 22, 2000


                                                      REGISTRATION NO. 333-45584

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         ------------------------------


                                AMENDMENT NO. 1
                                       TO
                                    FORM S-1


                             REGISTRATION STATEMENT

                                     UNDER

                           THE SECURITIES ACT OF 1933
                         ------------------------------

                                 LINC.NET, INC.

             (Exact name of registrant as specified in its charter)

                                                                 
           DELAWARE                                  7385                    36-4318863
 (State or other jurisdiction                  (Primary Standard          (I.R.S. Employer
              of                                  Industrial            Identification No.)
incorporation or organization)            Classification Code Number)



            6161 BLUE LAGOON DRIVE, SUITE 300, MIAMI, FLORIDA 33126
                                 (305) 266-7670

         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                                 ISMAEL PERERA
             PRESIDENT AND CHIEF EXECUTIVE OFFICER, LINC.NET, INC.
            6161 BLUE LAGOON DRIVE, SUITE 300, MIAMI, FLORIDA 33126
                                 (305) 266-7670

 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                         ------------------------------

    COPIES OF ALL COMMUNICATIONS, INCLUDING COMMUNICATIONS SENT TO AGENT FOR
                          SERVICE, SHOULD BE SENT TO:

                                               
         CARTER W. EMERSON, P.C.                              JOEL S. KLAPERMAN
               TED H. ZOOK                                   Shearman & Sterling
             Kirkland & Ellis                                599 Lexington Avenue
         200 East Randolph Drive                           New York, New York 10022
         Chicago, Illinois 60601                                (212) 848-4000
              (312) 861-2000



                         ------------------------------

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
  As soon as practicable after this Registration Statement becomes effective.
                         ------------------------------

    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /

    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

    If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
                         ------------------------------

                        CALCULATION OF REGISTRATION FEE




                                                                PROPOSED              PROPOSED
                                                                 MAXIMUM              MAXIMUM
       TITLE OF EACH CLASS OF              AMOUNT TO       OFFERING PRICE PER        AGGREGATE             AMOUNT OF
    SECURITIES TO BE REGISTERED        BE REGISTERED(1)         SHARE(2)        OFFERING PRICE(1)(2)   REGISTRATION FEE
                                                                                          
Common Stock, $0.01 par value.......       5,405,000             $17.00             $91,885,000           $24,258(3)




(1) Includes shares of common stock that the underwriters have the option to
    purchase to cover over-allotments, if any.



(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(a) under the Securities Act of 1933.



(3) $19,800 of such fee was paid in connection with the original filing of the
    Registration Statement on September 12, 2000.

                         ------------------------------

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

PROSPECTUS (SUBJECT TO COMPLETION)

ISSUED NOVEMBER 22, 2000

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.


                                4,700,000 SHARES


                                [LINC.NET LOGO]

                                  COMMON STOCK

                               -----------------


LINC.NET, INC. IS OFFERING SHARES OF ITS COMMON STOCK. THIS IS OUR INITIAL
PUBLIC OFFERING AND NO PUBLIC MARKET CURRENTLY EXISTS FOR OUR SHARES. WE
ANTICIPATE THAT THE INITIAL PUBLIC OFFERING PRICE WILL BE BETWEEN $15.00 AND
$17.00 PER SHARE.


                              -------------------

WE INTEND TO FILE AN APPLICATION FOR OUR COMMON STOCK TO BE LISTED ON THE NEW
YORK STOCK EXCHANGE UNDER THE SYMBOL "LN."

                              -------------------

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 10.

                               -----------------

                                PRICE $  A SHARE

                              -------------------



                                                                  UNDERWRITING
                                                 PRICE TO         DISCOUNTS AND         PROCEEDS TO
                                                  PUBLIC           COMMISSIONS           LINC.NET
                                                 --------         -------------         -----------
                                                                               
PER SHARE...............................         $                $                     $
TOTAL...................................         $                $                     $



LINC.NET, INC. HAS GRANTED THE UNDERWRITERS THE RIGHT TO PURCHASE UP TO AN
ADDITIONAL 705,000 SHARES TO COVER OVER-ALLOTMENTS.


THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT
APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

MORGAN STANLEY & CO. INCORPORATED EXPECTS TO DELIVER THE SHARES OF COMMON STOCK
TO PURCHASERS ON              , 2000.

                              -------------------

MORGAN STANLEY DEAN WITTER                        BANC OF AMERICA SECURITIES LLC

                          FIRST UNION SECURITIES, INC.

             , 2000


Inside Front Cover Art



Title: Linc.net--Linking the Internet with Network Communications(SM)



Graphic: Picture collage of employees of Linc.net's various business units and
environments in which Linc.net's network infrastructure services are conducted



Caption: Linc.net E NET Solutions(SM)--End-to-End Network Infrastructure
Services



Inside Fold-Out



Title: None



Graphic: Map of the United States displaying location of Linc.net's offices



Caption: Linc.net Nationwide Offices



Graphic: Pictures of employees of Linc.net's various business units and the
environments in which Linc.net's network infrastructure services are conducted



Caption: None


                                       2

                               TABLE OF CONTENTS




                                          PAGE
                                        --------
                                     
Prospectus Summary....................      4
Risk Factors..........................     10
Cautionary Note Regarding Forward-
  Looking Statements..................     21
Use of Proceeds.......................     22
Dividend Policy.......................     22
Capitalization........................     23
Dilution..............................     24
Selected Historical Financial Data....     25
Unaudited Pro Forma Condensed
  Consolidated Financial Statements...     27
Management's Discussion and Analysis
  of Financial Condition and Results
  of Operations.......................     44
Business..............................     56






                                          PAGE
                                        --------
                                     
Management............................     65
Principal Stockholders................     75
Certain Relationships and Related
  Transactions........................     78
Description of Certain Indebtedness...     82
Description of Capital Stock..........     84
Shares Eligible for Future Sale.......     87
Material U.S. Federal Tax Consequences
  to Non-U.S. Holders.................     89
Underwriters..........................     93
Legal Matters.........................     97
Experts...............................     97
Where You Can Find More Information...     98
Index to Financial Statements.........    F-1



                            ------------------------

    UNTIL             , 2000 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS THAT BUY, SELL OR TRADE SHARES, WHETHER OR NOT PARTICIPATING IN THIS
OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE
DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH
RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

                                       3

                               PROSPECTUS SUMMARY


    YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO SELL SHARES OF COMMON STOCK AND
SEEKING OFFERS TO BUY SHARES OF COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS
AND SALES ARE PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS
ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF
DELIVERY OF THIS PROSPECTUS OR ANY SALE OF THE COMMON STOCK. YOU SHOULD READ THE
FOLLOWING SUMMARY TOGETHER WITH THE MORE DETAILED INFORMATION REGARDING OUR
COMPANY AND THE COMMON STOCK BEING SOLD IN THIS OFFERING AND OUR FINANCIAL
STATEMENTS AND RELATED NOTES AND OTHER FINANCIAL INFORMATION APPEARING ELSEWHERE
IN THIS PROSPECTUS.


                                 LINC.NET, INC.


    Linc.net is a full-service provider of network infrastructure services, with
significant operations in the network infrastructure engineering, last mile
deployment and central office installation markets. Our network infrastructure
engineering capabilities include, among other things, the development of
complete detailed specifications, material lists, construction and design
drawings for all types of local and long-distance network infrastructure
projects. We perform engineering, program management and installation of fiber
optic and other cabling and related equipment for wireless and wireline
telecommunications providers, much of which is performed in the "last mile" of
network infrastructure required to bring high speed communications to the end
user. We also engineer, install and maintain electronic, digital subscriber line
and optical telecommunications equipment in the central offices of major network
providers. Central offices are the network hubs maintained by telecommunications
providers throughout their service areas. We offer our full range of services,
either bundled or separately, under the Linc.net national brand. We were formed
in October 1999 and have completed ten acquisitions in order to build a national
presence and develop a full range of service offerings, which allows us to
market our capabilities and cross-sell our service offerings to national
customers. Our business units have been in the network infrastructure service
business, on average, for more than 20 years. We will selectively pursue
additional acquisitions to bolster our national presence and to augment our
service offerings.



    Our diverse customer base includes incumbent local exchange carriers,
competitive local exchange carriers, rural exchange carriers, telecommunications
equipment manufacturers, Internet providers, cable television operators, long
distance carriers, wireless phone companies, co-location facilities providers
and public and private energy companies. At November 15, 2000, on a pro forma
basis for the InterCon acquisition, Linc.net had approximately 3,800 employees,
including over 420 network engineers and over 780 network technicians.


                                  OUR STRATEGY


    Our objective is to become the leading national provider of end-to-end
network infrastructure services to telecommunications, Internet and cable
television providers. We believe we are currently one of the largest providers
of end-to-end network infrastructure services in the United States based on our
pro forma revenues for the year ended December 31, 1999 as compared with
publicly available information about others in our industry during the same
period. Our strategy for achieving this objective is as follows:



    - EXPAND POSITION IN KEY MARKETS. We have significant operations in three
      key markets: network infrastructure engineering, last mile deployment and
      central office installation. We will continue to focus resources on these
      key markets.



    - ESTABLISH LINC.NET BRAND. We are developing a national brand under which
      we will offer end-to-end network infrastructure solutions through our
      system of regional and national specialty hubs.


    - ATTRACT, RETAIN AND TRAIN HIGHLY SPECIALIZED WORK FORCE. We will continue
      to devote significant resources and attention to the recruitment and
      retention of highly skilled employees.


    - UTILIZE RESOURCES AND KNOWLEDGE ACROSS BUSINESS UNITS. We intend to
      continue to utilize the substantial experience and resources of our
      various business units across our organization to ensure cost-effective,
      efficient and high-quality delivery of services to our customers.


    - SELECTIVELY PURSUE STRATEGIC ACQUISITIONS. We will selectively pursue
      strategic acquisitions to round out our geographic coverage and to
      complement our existing service offerings.

                                       4


                                  THE OFFERING



                                            
Common stock offered.........................  4,700,000 shares

Common stock to be outstanding after this      21,500,000 shares
  offering...................................

Over-allotment option........................  705,000 shares

Use of proceeds..............................  We will receive net proceeds from this offering of
                                               approximately $67.9 million. We intend to use 50% of
                                               the net proceeds to repay outstanding indebtedness
                                               under our senior credit facility and the remainder
                                               for general corporate purposes. For more information,
                                               see "Use of Proceeds."

Dividend policy..............................  We do not intend to pay dividends on our common
                                               stock. We plan to retain any earnings for use in the
                                               operation of our business and to fund future growth.

Proposed New York Stock Exchange symbol......  LN





    The number of shares of common stock to be outstanding after this offering
is based on the number of shares outstanding as of November 15, 2000. Shares of
our common stock outstanding after this offering do not include:



    - 115,334 shares issuable upon the exercise of outstanding options granted
      under our existing stock option and long-term equity incentive plans;



    - 1,151,338 additional shares reserved for future grants, awards or sales
      under our existing stock option and long-term equity incentive plans; and



    - 622,953 additional shares reserved for sale under our employee stock
      purchase plan.



    Immediately prior to this offering, we intend to reclassify all of our
outstanding shares of Series A mandatorily redeemable preferred stock and
Series B redeemable preferred stock into a single class of common stock. This
reclassification is described further in the section titled "Description of
Capital Stock--The Reclassification." Except as otherwise indicated, the number
of shares of our outstanding common stock in this prospectus assumes:



    -   no exercise of the underwriters' over-allotment option;



    -   the completion of the reclassification of our existing preferred stock;
      and



    -   a one-for-4.1530 stock split.



    In addition, the common stock to be outstanding after this offering assumes
the reclassification of our existing preferred stock on January 31, 2001, the
expected effective date of this offering.

                            ------------------------


    Linc.net is a Delaware corporation organized in October 1999. Our principal
executive offices are located at 6161 Blue Lagoon Drive, Suite 300, Miami,
Florida 33126, and our telephone number is (305) 266-7670. Our World Wide Web
address is www.lincnetinc.com. Our website and the information contained therein
are expressly intended not to be included in or as a part of this prospectus.


                                       5


                            THE INTERCON ACQUISITION



    On August 31, 2000, we agreed to acquire all of the outstanding capital
stock of InterCon Construction, Inc. for approximately $43.0 million, including
approximately $2.4 million of estimated transaction costs. We expect to complete
the acquisition of InterCon prior to the completion of this offering. Some of
the information contained in this prospectus assumes that the acquisition of
InterCon will be completed on the terms set forth in the InterCon purchase
agreement dated August 31, 2000, as subsequently amended by and among InterCon,
certain sellers named therein and us, which is attached as an exhibit to the
registration statement of which this prospectus is a part. If the acquisition of
InterCon is not completed, the shares of common stock offered hereby would
represent an ownership interest in Linc.net as it exists on the date of this
prospectus and not of Linc.net as combined with InterCon. Therefore, if the
acquisition of InterCon is not completed, the information contained in this
prospectus assuming the completion of such acquisition would not be relevant.
For more information, see "Risk Factors--Risks Relating to Our Company--In the
event we are unable to complete the InterCon acquisition, some of the
information and financial data contained in this prospectus will not be relevant
to you" and "Unaudited Pro Forma Condensed Consolidated Financial Statements."


                                       6

          SUMMARY CONSOLIDATED HISTORICAL AND PRO FORMA FINANCIAL DATA

    Below is a summary of our consolidated financial data for the periods and as
of the dates indicated.


    HISTORICAL FINANCIAL DATA. We were formed in October 1999. We acquired
M&P Utilities, Inc. and its affiliate Muller & Pribyl Utilities, Inc., which we
collectively refer to as Muller & Pribyl, on December 21, 1999. Muller & Pribyl
is our corporate predecessor for accounting purposes and, therefore, its
historical financial statements are deemed to be our historical financial
statements. The following summary historical financial data for our predecessor,
Muller & Pribyl, for the period from January 1, 1999 to December 21, 1999 have
been derived from Muller & Pribyl's audited financial statements and notes
thereto, which are included elsewhere in this prospectus.


    We acquired our first company on October 19, 1999. The historical financial
statements for the period from October 19, 1999 to December 31, 1999 relate to
Linc.net and the companies it acquired from its inception through December 31,
1999 and have been derived from our audited financial statements and notes
thereto, which are included elsewhere in this prospectus.


    Data for the nine months ended September 30, 1999 are derived from Muller &
Pribyl's accounting records and are unaudited. Data as of and for the nine
months ended September 30, 2000 were derived from our unaudited consolidated
financial statements. The summary historical financial data as of September 30,
2000 and for the nine months ended September 30, 2000 and 1999 have been
prepared, in the opinion of management, on the same basis as the audited
financial statements and reflect all adjustments (consisting of normal recurring
adjustments) necessary for the fair presentation of the financial condition and
results of operations for such periods. Results for the nine months ended
September 30, 2000 are not necessarily indicative of results that may be
expected for the entire year.



    PRO FORMA FINANCIAL DATA. We prepared the summary condensed consolidated pro
forma financial data to illustrate the estimated effects of the acquisitions,
including the proposed InterCon acquisition described under "Unaudited Pro Forma
Condensed Consolidated Financial Statements."



    We prepared the summary pro forma, as adjusted balance sheet data to
illustrate the estimated effects of the acquisitions and:



    - the reclassification of all of our outstanding capital stock into a single
      class of common stock and the elimination of accrued dividends on our two
      series of preferred stock and



    - this offering and our use of the estimated net proceeds of $67.9 million,
      assuming an estimated initial public offering price of $16.00 per share,
      the midpoint of the range set forth on the cover page of this prospectus,
      to repay debt and for general corporate purposes.



    The pro forma statement of operations data for the year ended December 31,
1999 are presented as if these transactions had occurred on January 1, 1999. The
pro forma statement of operations data for the nine months ended September 30,
1999 are presented as if these transactions had occurred on January 1, 1999 and
the pro forma statement of operations data for the nine months ended
September 30, 2000 are presented as if these transactions had occurred on
January 1, 2000. The pro forma balance sheet data is presented as if these
transactions, to the extent not included in Linc.net's historical consolidated
balance sheet at September 30, 2000, had occurred on September 30, 2000. We
believe that the assumptions used provide a reasonable basis for presenting the
significant effects directly attributable to these transactions. However, the
pro forma and pro forma, as adjusted data do not purport to represent what our
results of operations would actually have been if such transactions had in fact
occurred on such dates or to project results for any future period.


    The following summary consolidated historical and pro forma financial data
should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations," "Unaudited Pro Forma Condensed
Consolidated Financial Statements," our financial statements and related notes
and other financial information appearing elsewhere in this prospectus.

                                       7





                                                    HISTORICAL                                          PRO FORMA
                             --------------------------------------------------------   -----------------------------------------
                              PERIOD FROM     PERIOD FROM
                              JANUARY 1,      OCTOBER 19,       NINE MONTHS ENDED                           NINE MONTHS ENDED
                                1999 TO         1999 TO           SEPTEMBER 30,          YEAR ENDED           SEPTEMBER 30,
                             DECEMBER 21,    DECEMBER 31,    ------------------------   DECEMBER 31,    -------------------------
                                 1999            1999           1999          2000          1999           1999          2000
                             -------------   -------------   -----------   ----------   -------------   -----------   -----------
                                                              (IN THOUSANDS, EXCEPT SHARE DATA)
                                                                                                 
STATEMENT OF OPERATIONS
  DATA:
Net revenue................     $43,916        $  1,760        $30,215     $  174,536    $   420,124    $   316,849   $   434,002
Costs of sales.............      32,701           1,581         21,651        146,122        348,658        257,291       357,054
                                -------        --------        -------     ----------    -----------    -----------   -----------
Gross profit...............      11,215             179          8,564         28,414         71,466         59,558        76,948
Costs and expenses:
General and administrative
  expenses.................       1,781             868          1,250         12,285         37,282         25,567        29,038
Amortization of goodwill...          --             107             --          4,084         13,170          9,879         9,879
Management fees............          --             250             --            667            250             --           667
Noncash stock
  compensation.............          --              --             --             --            560            560            --
                                -------        --------        -------     ----------    -----------    -----------   -----------
Income (loss) from
  operations...............       9,434          (1,046)         7,314         11,378         20,204         23,552        37,364
Other (income) expenses:
Interest (income) expense,
  net......................         (63)            360             --         10,560         23,709         18,662        18,662
Transaction-related
  expenses.................       4,485              --             --             --             --             --            --
Other (income) expense,
  net......................          31             (47)           (10)           (21)          (430)            71          (546)
                                -------        --------        -------     ----------    -----------    -----------   -----------
Income (loss) before income
  taxes and equity in
  income of investee.......       4,981          (1,359)         7,324            839         (3,075)         4,819        19,248
Equity in income of
  investee.................          --              --             --          3,325             --             --            --
                                -------        --------        -------     ----------    -----------    -----------   -----------
Income (loss) before income
  taxes....................       4,981          (1,359)         7,324          4,164         (3,075)         4,819        19,248
Income taxes...............          71            (529)             4            336         (1,200)         1,879         7,507
                                -------        --------        -------     ----------    -----------    -----------   -----------
Net income (loss)..........       4,910            (830)         7,320          3,828         (1,875)         2,940        11,741
Preferred stock
  dividends................          --            (252)            --         (5,366)            --             --            --
                                -------        --------        -------     ----------    -----------    -----------   -----------
Net income (loss) to common
  stockholders.............     $ 4,910        $ (1,082)       $ 7,320     $   (1,538)   $    (1,875)   $     2,940   $    11,741
                                =======        ========        =======     ==========    ===========    ===========   ===========
Net income (loss) per
  share:
  Basic....................                    $  (1.81)                   $     (.35)   $      (.09)   $       .14   $       .55
  Diluted..................                    $  (1.81)                         (.35)          (.09)           .14           .55
Weighted average common
  shares outstanding:
  Basic....................                     597,841                     4,447,115     21,500,000     21,500,000    21,500,000
  Diluted..................                     597,841                     4,447,115     21,500,000     21,500,000    21,500,000

OTHER FINANCIAL DATA:
EBITDA.....................     $ 6,458        $   (845)       $ 8,138     $   23,176    $    42,503         39,820        54,094
Depreciation...............       1,540              47            814          4,368          8,699          6,460         6,304
Amortization...............          --             107             --          4,084         13,170          9,879         9,879
Cash provided by (used in):
  Operating activities.....       7,251             (42)        (2,726)       (34,969)        11,416         15,981       (28,989)
  Investing activities.....      (1,251)        (97,103)           (50)      (200,638)      (116,106)       415,082      (101,417)
  Financing activities.....      (7,305)        100,694            900        238,167         98,466       (432,932)      137,417






                                                                    AS OF SEPTEMBER 30, 2000
                                                              -------------------------------------
                                                                                      PRO FORMA, AS
                                                               ACTUAL    PRO FORMA      ADJUSTED
                                                              --------   ----------   -------------
                                                                         (IN THOUSANDS)
                                                                             
BALANCE SHEET DATA:
Working capital.............................................  $ 66,101    $ 59,222      $ 93,190
Total assets................................................   408,799     470,127       504,095
Debt and capital lease obligations..........................   214,537     248,553       214,585
Stockholders' equity........................................    13,927      17,035       225,864



                                       8

    EBITDA is defined in this prospectus as income (loss) before provision for
income taxes, plus depreciation, amortization of goodwill and interest expense,
net. EBITDA is presented because we believe it is a widely accepted financial
indicator of a company's ability to service and/or incur indebtedness. However,
EBITDA should not be considered as an alternative to net income as a measure of
operating results or to cash flows as a measure of liquidity in accordance with
generally accepted accounting principles. Additionally, EBITDA may not be
comparable to similarly titled measures reported by other companies.

                                       9

                                  RISK FACTORS


    INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE MAKING AN INVESTMENT
DECISION. YOU SHOULD ALSO REFER TO THE OTHER INFORMATION INCLUDED IN THIS
PROSPECTUS.


RISKS RELATING TO OUR COMPANY


BECAUSE OF OUR LIMITED OPERATING HISTORY, WE MAY NOT REALIZE THE ANTICIPATED
BENEFITS FROM COMBINING THE OPERATIONS OF THE COMPANIES THAT WE ACQUIRE, WHICH
COULD SEVERELY IMPAIR OUR ABILITY TO PURSUE OUR GROWTH STRATEGY.



    The companies we have acquired since October 1999 previously operated
independently, and we may not be able to combine the operations of these
companies successfully, which could severely impair our ability to pursue our
growth strategy. Our management group was assembled only recently and our
management control structure and organization are still in their formative
stages. Our management may be unable to oversee the combined entity or to
implement our operating strategies effectively. In addition, the pro forma
results of operations of Linc.net and its business units cover periods when
Linc.net and its business units were not under common control or management and
may not be indicative of our future revenues or earnings. Any failure by us to
implement our operating strategies, combine the operations of our business units
without incurring substantial costs, delays or other operational or financial
difficulties, or effectively oversee the combined entity could have a material
adverse effect on our ability to pursue our growth strategy.


OUR BUSINESS MAY BE ADVERSELY IMPACTED BY OUR SIGNIFICANT LEVERAGE, WHICH
REQUIRES THE USE OF A SUBSTANTIAL PORTION OF OUR EXCESS CASH FLOW AND MAY LIMIT
OUR ACCESS TO ADDITIONAL CAPITAL.

    After this offering, we will continue to have a significant amount of debt,
and we are permitted to incur additional debt, subject to the conditions of our
outstanding indebtedness. Our substantial debt could have important consequences
to you. For example, it could:

    - increase our vulnerability to adverse economic and industry conditions by
      limiting our flexibility in reacting to changes in our business and
      industry,

    - reduce our cash flow to fund working capital, capital expenditures and
      other general corporate purposes,

    - place us at a competitive disadvantage compared to our competitors that
      have less leverage and

    - limit our ability to borrow additional funds and increase the cost of
      funds that we can borrow.


OUR SENIOR CREDIT FACILITY COULD BE ACCELERATED IF WE DEFAULT AND COULD ALSO
PREVENT US FROM ENGAGING IN OTHERWISE BENEFICIAL TRANSACTIONS, EACH OF WHICH
COULD SIGNIFICANTLY IMPAIR OUR ABILITY TO CONDUCT BUSINESS OPERATIONS AND CAUSE
OUR STOCK PRICE TO DECLINE.



    We have a senior credit facility with a syndicate of financial institutions.
This agreement contains customary events of default and restrictive covenants,
including those with respect to the maintenance of certain financial ratios. If
we breach any of these covenants, we will be in default under our senior credit
facility. A default could accelerate the repayment of this indebtedness, which
could significantly impair our ability to conduct business operations and cause
our stock price to decline.



    In addition, these covenants may significantly restrict our ability to
respond to changing business and economic conditions or to secure additional
financing, if needed, and may prevent us from engaging in transactions that
might otherwise be considered beneficial to us and our stockholders. These
restrictive covenants limit our ability to, among other things:


    - make investments,

                                       10

    - incur additional indebtedness,

    - pay dividends,

    - make capital expenditures,

    - engage in mergers or other business combinations and

    - engage in transactions which would result in a "change of control" of our
      company.


    Covenants in our senior credit facility also require us to use 50% of the
proceeds we receive in specified debt or equity issuances to repay outstanding
principal. For more information, see "Description of Certain
Indebtedness--Senior Credit Facility."



OUR BUSINESS OPERATIONS COULD BE SIGNIFICANTLY DISRUPTED IF WE LOST THE SERVICES
OF ANY OF OUR EXECUTIVE OFFICERS OR KEY EMPLOYEES, WHICH COULD CAUSE OUR
OPERATING RESULTS AND STOCK PRICE TO DECLINE.



    Our success depends to a significant degree upon the continued contributions
of our executive officers and key employees, both individually and as a group.
Our future performance will be substantially dependent on our ability to retain
and motivate them. The loss of the services of any of our executive officers or
key employees, particularly our president and chief executive officer, Ismael
Perera, could prevent us from executing our business strategy, which could cause
our operating results and stock price to decline. We are the named beneficiary
under a key-man life insurance policy for Mr. Perera in the amount of
$3.0 million. See "Management--Directors, Executive Officers and Key Employees."



BECAUSE OUR LARGEST CUSTOMERS HAVE HISTORICALLY ACCOUNTED FOR A SIGNIFICANT
PORTION OF OUR REVENUES, OUR REVENUES AND PROFITABILITY MAY BE ADVERSELY
AFFECTED BY THE LOSS OF, OR REDUCED PURCHASES BY, ONE OR MORE OF THESE
CUSTOMERS.



    During the pro forma nine months ended September 30, 2000, sales to Level 3
Communications, Pacific Bell and Consolidated Edison accounted for approximately
11%, 8% and 8% of our net revenue, and sales to our top ten customers in the
aggregate accounted for approximately 56% of our net revenue. If, for any
reason, one of our key customers were to purchase significantly less of our
services in the future, and we are not able to sell our services to new
customers at comparable or greater levels, it could have a material adverse
effect on our revenues and profitability. This could cause a shortfall in
revenue, gross margin, earnings or other financial results or changes in
research analysts' expectations, which could cause our stock price to decline.
As the telecommunications, Internet and cable television industries converge and
consolidate because of deregulation and other factors and current and potential
customers seek to establish closer relationships with their infrastructure
service providers, we expect that our customer concentration will continue at
current levels or increase. For more information, see "Business--Customers."



IF WE ARE UNABLE TO EXPAND OUR INFRASTRUCTURE, WE MAY NOT BE SUCCESSFUL IN
MANAGING OUR RAPID GROWTH, WHICH COULD CAUSE OUR STOCK PRICE TO DECLINE.



    To manage our growth effectively, we need to continuously enhance our
information systems and our operational and financial systems and controls. Our
anticipated growth could significantly strain our operational infrastructure and
financial resources. Our growth plan and, as a result, our stock price may be
adversely affected if we are unable to expand and continuously improve our
operational infrastructure.


OUR DECENTRALIZED OPERATING STRATEGY COULD RESULT IN INCONSISTENT OPERATING
PRACTICES THROUGHOUT OUR ORGANIZATION, WHICH COULD ADVERSELY AFFECT OUR OVERALL
PROFITABILITY.

    We intend to operate our business on a decentralized basis, with local
management retaining responsibility for day-to-day operations, profitability and
growth. If we do not implement proper overall business practices and controls,
this decentralized operating strategy could result in inconsistent operating

                                       11

and financial practices throughout our organization, and our overall
profitability could be adversely affected.


IN THE EVENT WE ARE UNABLE TO COMPLETE THE INTERCON ACQUISITION, SOME OF THE
INFORMATION AND FINANCIAL DATA CONTAINED IN THIS PROSPECTUS WILL NOT BE RELEVANT
TO YOU, WHICH MAY MAKE IT MORE DIFFICULT FOR YOU TO EVALUATE AN INVESTMENT IN
OUR COMMON STOCK.



    On August 31, 2000, we agreed to acquire all of the outstanding capital
stock of InterCon. We expect to complete the acquisition of InterCon prior to
the completion of this offering. Some of the information contained in this
prospectus assumes that the acquisition of InterCon will be completed on the
terms set forth in the InterCon purchase agreement. If the acquisition of
InterCon is not completed, or the acquisition terms change, the shares of common
stock offered hereby would represent an ownership interest in Linc.net as it
exists on the date of this prospectus and not of Linc.net as combined with
InterCon. Therefore, if the acquisition of InterCon is not completed on the
terms set forth in the InterCon purchase agreement, the information contained in
this prospectus that gives effect to such acquisition would not be relevant,
which may make it more difficult for you to evaluate an investment in our common
stock.



WE MAY HAVE DIFFICULTY IDENTIFYING, FINANCING AND MANAGING ACQUISITIONS, WHICH
COULD INHIBIT OUR GROWTH AND CAUSE OUR STOCK PRICE TO DECLINE.



    We have grown rapidly by acquiring other companies, and our growth strategy
provides for additional selected acquisitions. Increased competition for
acquisition candidates may raise prices for these targets and lengthen the time
period required to recoup our investment. Our acquisition strategy incorporates
the risks inherent in assessing the value, strengths and weaknesses of growth
opportunities and evaluating the costs and uncertain returns of expanding our
operations. Although we have discussions with various companies to assess
opportunities on an ongoing basis, we do not currently have a definitive
agreement with respect to any material acquisition or joint venture other than
the pending acquisition of InterCon.



    We may be unable to continue to identify and acquire appropriate businesses
on favorable terms or at all, or obtain financing for acquisitions, including
the proposed InterCon acquisition, on favorable terms if at all. In addition,
the companies we acquire may not perform as we expect, which could negatively
affect our profitability and cause our stock price to decline.


    Our acquisitions would also result in one or more of the following:

    - the issuance of additional shares of our capital stock, which could dilute
      our existing stockholders,

    - an increase in our indebtedness, which could require us to agree to
      restrictive covenants that might limit our operational and financial
      flexibility,

    - using our cash, which would reduce the funds we have available for other
      corporate purposes or

    - increased amortization expense from goodwill and other intangibles, which
      would decrease our net income.


    Any difficulties we encounter in managing the businesses we acquire or
liabilities associated with our acquired businesses that we may not have
discovered could also have a material adverse effect on our operating results or
financial condition. The management of acquired businesses involves a number of
risks, including:


    - diversion of management's attention,

    - difficulty absorbing acquired businesses, their employees, corporate
      culture, managerial systems and processes and services,

    - failure to retain key personnel and employee turnover and

                                       12

    - other unanticipated events or circumstances.


RISKS RELATING TO COMPANIES THAT OPERATE IN OUR INDUSTRY AND THE INDUSTRIES WE
  SERVE



IF THE FINANCIAL RESOURCES OF OUR CUSTOMERS DECLINE OR THEY BECOME UNABLE TO
OBTAIN THE CAPITAL REQUIRED TO INSTALL, UPGRADE OR REPLACE EXISTING NETWORK
INFRASTRUCTURES, OUR REVENUES AND OPERATING EARNINGS WILL BE ADVERSELY AFFECTED.



    A number of factors, including financing conditions for telecommunications,
Internet, cable television and energy providers, could adversely affect our
current and potential customers and their ability or willingness to fund
operations and deploy networks in the future. If customers fail to receive
sufficient appropriations or rate increase approvals from regulatory authorities
or fail to receive adequate financing from other sources, such customers could
reduce the volume of work that they award to us, cancel any work we may have
started or delay payments to us, each of which could have a material adverse
effect on our revenues and operating earnings.



THE TELECOMMUNICATIONS, INTERNET, CABLE TELEVISION AND ENERGY INDUSTRIES ARE
SUBJECT TO RAPID TECHNOLOGICAL AND REGULATORY CHANGES THAT COULD REDUCE THE
DEMAND FOR OUR SERVICES AND, IN TURN, ADVERSELY AFFECT OUR REVENUES AND
OPERATING RESULTS.



    We derive a substantial portion of our revenue from customers in the
telecommunications, Internet and cable television industries. New or developing
technologies, including the proliferation of broadband wireless services, could
displace the wireline systems used as a transmission medium for voice, video and
data, which could have a material adverse effect on our revenues and results of
operations. In addition, improvements in existing technology, which could allow
these providers to significantly improve their networks without using a network
infrastructure service provider, could adversely affect our revenues and income.
Furthermore, the telecommunications, Internet and cable television industries
have been characterized by a significant number of mergers and other
consolidations that may result in the loss of, or reduced purchases by, one or
more of our customers, which may cause our revenue or income to decline. We also
derive a substantial portion of our revenue from customers in the energy
industry. The energy industry is also entering into a phase of deregulation and
consolidation similar to the telecommunications, Internet and cable television
industries, which could lead to the same adverse effects on our revenues and
operating results. For more information on the effects of industry deregulation
and consolidation, see "--Risks Relating to Our Company--Our largest customers
have historically accounted for a significant portion of our revenue.
Accordingly, our business may be adversely affected by the loss of, or reduced
purchases by, one or more of our large customers."



THE ANTICIPATED GROWTH IN REVENUES AND DEMAND FOR OUR SERVICES WOULD BE SEVERELY
IMPAIRED IF THE GROWTH IN THE USE OF THE INTERNET DECLINES AND OUR CURRENT AND
POTENTIAL CUSTOMERS FAIL TO UPGRADE THEIR EXISTING NETWORKS OR DEPLOY ADDITIONAL
NETWORKS.



    Increased demand for bandwidth helps drive revenue growth in our business.
Providing households with broadband Internet connections and revamping
technology to handle the added traffic generate significant revenue for our
company. If growth in Internet usage does not continue and current and potential
customers fail to upgrade their existing networks or deploy additional networks,
our growth and revenues may decline and our stock price may fall. Customers and
businesses may reject the Internet as a viable business tool going forward for a
number of reasons, including:


    - delays in the development of Internet enabling technologies and
      performance improvements,

    - delays in the development of security and authentication technology
      necessary to effect secure transmission of confidential information,

    - changes in, or insufficient availability of, telecommunications services
      to support the Internet,

                                       13

    - increasing interruptions in Internet service as result of outages,
      cyber-vandalism and other delays occurring throughout the Internet network
      infrastructure,

    - failure of companies to meet their customers' expectations in delivering
      goods and services over the Internet and

    - increasing governmental regulation.


IF THE TREND TOWARD OUTSOURCING TELECOMMUNICATIONS NETWORK INFRASTRUCTURE
SERVICES DOES NOT CONTINUE, OUR REVENUES MAY BE NEGATIVELY IMPACTED, WHICH COULD
CAUSE OUR STOCK PRICE TO DECLINE.



    Our growth strategy largely depends on the continued trend by our customers
to outsource their network infrastructure needs. If these companies elect to
perform more network deployment services themselves, our revenues may be
adversely affected, which could cause our stock price to decline.



OUR INDUSTRY IS HIGHLY COMPETITIVE, AND POTENTIAL COMPETITORS FACE FEW BARRIERS
TO ENTRY. OUR INABILITY TO COMPETE SUCCESSFULLY COULD RESULT IN THE LOSS OF
CUSTOMERS, WHICH COULD ADVERSELY AFFECT OUR REVENUE AND PROFITS.



    The industry in which we operate is highly competitive, and we compete with
other companies in all of the markets in which we operate. Our principal
competitors include Quanta Services, Inc., MasTec, Inc.,
Dycom Industries, Inc. and Lexent Inc. We also face competition from existing or
prospective customers who employ in-house personnel to perform some of the same
types of services that we provide. In addition, relatively few significant
barriers to entry exist in the markets in which we operate, and as a result, any
organization that has adequate financial resources and access to technical
expertise could also become one of our competitors. Some of these existing and
potential competitors have significantly greater financial, technical and
marketing resources, generate greater revenues and have greater name recognition
and experience than us. Our inability to compete successfully could result in
the loss of customers, which could adversely affect our revenue and profits.


    We believe that the principal competitive factors in our markets include
pricing, quality and responsiveness of service, technical expertise, industry
experience, geographic diversity, reputation and the ability to deliver results
on time. From time to time, some of our smaller competitors are able to win bids
on smaller jobs based on price alone due to their low overhead costs. In
addition, expertise in new and evolving technologies has become increasingly
important.

    We also believe our ability to compete depends on a number of factors beyond
our control, including:

    - the prices at which others offer competitive services and

    - the ability of our customers to perform the services themselves.


    We may not be able to compete on these or other bases, and, as a result, we
may lose customers which could cause our revenues or income to decline. For more
information, see "Business--Competition."



IF WE CANNOT ATTRACT AND RETAIN QUALIFIED EMPLOYEES WE MAY NOT BE ABLE TO
IMPLEMENT OUR GROWTH STRATEGY WHICH COULD CAUSE OUR STOCK PRICE TO DECLINE.



    Our industry is labor intensive. Some of our operations have experienced a
high rate of employee turnover and could continue to experience high turnover in
the future. Labor shortages, the inability to hire or retain qualified
employees, or increased labor costs could have a material adverse effect on our
ability to implement our growth strategy and efficiently conduct our operations,
which could cause our stock price to decline. The low unemployment rate in the
United States has made it more difficult for us to find qualified personnel at a
low cost in some areas where we operate. As we offer new services and pursue new
customers and new markets we will also need to increase our executive and
support personnel. We cannot assure you that we will be able to continue to hire
and retain the sufficiently skilled labor force necessary to operate efficiently
and to support our growth strategy, that we will continue to experience


                                       14


favorable labor relations or that our labor expenses will not increase as a
result of a continuing shortage in the supply of skilled personnel.



AN ACCIDENT, WHETHER CAUSED BY US OR NOT, COULD DIVERT MANAGEMENT ATTENTION OR
SUBJECT US TO LIABILITY FOR DAMAGES, WHICH MAY IMPAIR OUR ABILITY TO PURSUE OUR
GROWTH STRATEGY AND INCREASE THE COSTS ASSOCIATED WITH CONDUCTING OUR BUSINESS.



    Performance of certain aspects of our network infrastructure services
requires the use of equipment and exposure to conditions that can be dangerous.
An accident could divert management attention, which may impair our ability to
pursue our growth strategy and increase the costs associated with conducting our
business. In addition, we may be subject to claims by employees, third-parties
and customers for property damage and personal injuries resulting from the
performance of our services. The primary claims we face in our operations are
workers' compensation, automobile liability and various general liabilities. If
we are required to pay damages with respect to any such claims or accidents,
this could cause a shortfall in revenues, gross margin, earnings or other
financial results or changes in research analysts expectations, which could
cause our stock price to decline. For more information about this issue, see
"Business--Safety and Insurance."



THE INABILITY TO POST A PERFORMANCE BOND, WHICH SOME OF OUR CUSTOMERS MAY
REQUIRE, COULD RESULT IN LOST REVENUES AND REDUCED PROFITABILITY.



    Contracts in the telecommunications, Internet, cable television and energy
industries may require performance bonds or other means of financial assurance
to secure contractual performance. If we are unable to obtain performance bonds
or letters of credit in sufficient amounts or at acceptable rates, we might be
precluded from entering into additional contracts with some of our current
customers or bidding on contracts from new customers, which could adversely
affect our revenues and profitability.



IF WE ENCOUNTER STRIKES, WORK STOPPAGES OR SLOWDOWNS, WE MAY BE UNABLE TO
DELIVER OUR NETWORK INFRASTRUCTURE SERVICES IN A TIMELY MANNER, WHICH COULD
ADVERSELY AFFECT OUR REVENUES AND PROFITABILITY AND CAUSE OUR STOCK PRICE TO
DECLINE.



    Some of our subsidiaries currently participate in union contracts
established through dates ranging from April 30, 2001 to May 31, 2003 covering
approximately 22% of our approximately 3,800 employees after giving effect to
the proposed InterCon acquisition. These contracts are typically negotiated on a
multi-employer basis. Consequently, we may have little or no control over the
terms and conditions of these agreements. We cannot assure you that our
relations with the unionized portion of our workforce will remain positive or
that it will not initiate a strike, work stoppage or slowdown in the future. In
the event of such an action, we may be unable to deliver our network
infrastructure services in a timely manner, which could adversely affect our
revenues and profitability and cause our stock price to decline.



OUR INABILITY TO SECURE ADEQUATE SUPPLIES OF MATERIALS, INCLUDING FIBER OPTIC
CABLE, COULD ADVERSELY AFFECT OUR ABILITY TO DELIVER OUR SERVICES IN A TIMELY
MANNER, WHICH COULD RESULT IN A LOSS OF CUSTOMERS AND A DECLINE IN OUR STOCK
PRICE.



    Our customers furnish us with most of the materials, including fiber optic
cable, for our network infrastructure services. We must obtain the rest from
third-party vendors. To maintain competitive operations, we must obtain, in a
timely manner, sufficient quantities of acceptable materials. From time to time,
we or our customers may experience extended lead times or limited supply of
required materials because of vendor capacity constraints, particularly with
respect to fiber optic cable. This could result in, among other things, delays
in completing projects. We could lose customers and revenue and experience a
decline in our stock price if our ability to obtain sufficient quantities of
materials and other supplies in a timely manner were substantially diminished.
See also "--We may encounter potential costs or claims resulting from project
performance, which could negatively affect our results of operations."


                                       15


WE COULD EXPERIENCE A MATERIAL ADVERSE EFFECT ON OUR REVENUE, NET INCOME AND
LIQUIDITY IF OUR CUSTOMERS CANCEL OR FAIL TO RENEW A SIGNIFICANT NUMBER OF OUR
EXISTING CONTRACTS OR IF WE COMPLETE REQUIRED WORK UNDER NON-RECURRING PROJECTS
AND CANNOT REPLACE SUCH WORK WITH SIMILAR PROJECTS.


    We could experience a material adverse effect on our revenue, net income and
liquidity if:

    - our customers cancel a significant number of contracts,

    - we fail to renew a significant number of our existing contracts upon their
      expiration or

    - we complete the required work under a significant number of our
      non-recurring projects and cannot replace them with similar projects.


    Many of our customers may cancel our long-term contracts with them on short
notice, typically 60 to 180 days, even if we are not in default under the
contract. As a result, these contracts do not give us the assurances of future
revenue that long-term contracts typically provide. Many of our contracts,
including our master service agreements, are subject to bid at the expiration of
their terms and price is often an important factor in the award of these
agreements. We cannot assure you that we will be able to renew our existing
contracts upon their expiration. Moreover, our customers have no obligations
under our master service agreements to undertake any infrastructure projects or
other work with us. If we increase our personnel in anticipation of a project
and such project is delayed or does not occur, our operating expenses revenues
and operating earnings could be adversely affected. In addition, any significant
decline in the work our customers assign us under these master service
agreements could materially and adversely affect our revenue and net income. We
also provide a significant portion of our services on a non-recurring,
project-by-project basis, which, if not replaced by other such projects or
arrangements, may produce little or no revenue on a consistent basis.



WE MAY ENCOUNTER POTENTIAL COSTS OR CLAIMS RESULTING FROM PROJECT PERFORMANCE,
WHICH COULD NEGATIVELY AFFECT OUR NET INCOME AND CAUSE OUR STOCK PRICE TO
DECLINE.



    Many of our engagements involve projects that are significant to the
operations of our customers' businesses. Our failure to meet a customer's
expectation in the planning or implementation of a project or the failure of
unrelated third-party vendors to meet project completion deadlines could damage
our reputation and adversely affect our ability to attract new business or
retain existing customers, which could negatively affect our net income and
cause our stock price to decline. We periodically undertake projects in which we
guarantee performance based upon defined operating specifications or guaranteed
delivery dates. Unsatisfactory performance or unanticipated difficulties or
delays in completing such projects may result in a direct reduction in payments
to us, or payment of damages by us, which could negatively affect our net income
and cause our stock price to decline.



SOME OF OUR REVENUES ARE ACCOUNTED FOR ON A PERCENTAGE OF COMPLETION BASIS,
WHICH COULD CAUSE OUR QUARTERLY RESULTS OF OPERATIONS TO FLUCTUATE AND RESULT IN
VOLATILITY IN OUR STOCK PRICE.



    Some of our revenue is earned from fixed price contracts, which are
accounted for on a percentage of completion basis. Under the percentage of
completion method, we recognize expenses as they are incurred and we recognize
revenue based on a comparison of the costs incurred for each project to our
currently estimated total costs to be incurred for the project. Accordingly, the
revenue we recognize in a given period depends on the costs we have incurred for
individual projects and our current estimate of the total remaining costs to
complete the individual projects. Purchase order price and cost estimates are
reviewed periodically as the work progresses, and adjustments proportionate to
the percentage of completion are reflected in the period in which such estimates
are revised. To the extent that these adjustments result in an increase in our
estimate of the total costs necessary to complete a project, we may recognize
very little or no additional revenue with respect to that project, which could
cause our quarterly results to fluctuate and


                                       16


result in volatility to our stock price. As a result, our gross margin in such
period and future periods may be significantly reduced and in some cases we may
recognize a loss on individual projects prior to completion.


OUR INDUSTRY IS SEASONAL AND SUBJECT TO SEVERE WEATHER CONDITIONS, EXPOSING US
TO REDUCED REVENUE, PARTICULARLY IN THE FIRST QUARTER OF EACH YEAR. AS A RESULT,
OUR QUARTERLY RESULTS MAY FLUCTUATE UNPREDICTABLY.


    We often experience reduced revenue in the first quarter of each year
relative to other quarters, in part because of year-end budgetary spending
patterns of some of our customers and adverse weather conditions, as the onset
of winter affects our ability to render external network services in many
regions. Prolonged extreme climate or weather conditions may cause unpredictable
fluctuations in our operating results, and as a result we may report results of
operations that are different than those expected by the investment community,
which could cause our stock price to fluctuate significantly.



CYCLICAL VARIATIONS IN THE STATE OF THE ECONOMY CAN HAVE A DISPROPORTIONATE
  IMPACT ON OUR REVENUES AND PROFITABILITY.



    Our business depends to a large extent on the overall level of investment
activities in the U.S. economy, particularly in the telecommunications, Internet
and cable television industries. The level of investment in these industries, in
turn, is dependent to a large extent on the overall state of the U.S. economy.
Cyclical variations in the U.S. economy can have a disproportionate impact on
our revenues and profitability.



IF WE ARE UNABLE TO MANAGE THE IMPACT OF GOVERNMENT REGULATION ON OUR WORK, OUR
FINANCIAL PERFORMANCE COULD SUFFER, WHICH COULD RESULT IN A DECLINE IN OUR STOCK
PRICE.


    Our operations are subject to various federal, state and local laws and
regulations, including:

    - licensing requirements,

    - building and electrical codes,

    - permitting and inspection requirements applicable to construction projects
      and

    - regulations relating to labor relations, worker safety and environmental
      protection.

    Any failure by us to comply with applicable rules and regulations could
result in substantial fines or revocation of the licenses or permits under which
we operate, which could, among other things, limit our ability to operate in
certain federal, state or local jurisdictions where we are not in compliance
with these rules and regulations.


    In addition, many of our facilities and operations are subject to various
laws and regulations governing the handling and discharge of materials into the
environment or otherwise relating to environmental protection or occupational
health and safety. We cannot assure you that we have been or will be at all
times in complete compliance with such requirements. Any failure by us to comply
with these regulations could result in substantial civil and criminal penalties,
which could result in a decline in our stock price. In addition, as a result of
past and future operations at our facilities and off-site waste disposal by our
operations, we may incur environmental remediation costs and other cleanup
expenses. We cannot be certain that indemnification will be available for all
potential environmental liabilities relating to any acquired business. For more
information about this issue, see "Business--Regulation and Environmental
Matters."


                                       17

RISKS RELATED TO THIS OFFERING


WE ARE CONTROLLED BY TWO STOCKHOLDERS WHO CAN EFFECTIVELY DICTATE OUR MANAGEMENT
AND POLICIES AND WHO COULD PREVENT AN OTHERWISE BENEFICIAL TAKEOVER ATTEMPT THAT
WOULD ALLOW OTHER STOCKHOLDERS TO RECEIVE A PREMIUM FOR THEIR SHARES OVER
CURRENT MARKET PRICES.



    Upon the completion of this offering, and assuming both the completion of
the reclassification of our capital stock on January 31, 2001, the expected
effective date of this offering, and that the underwriters do not exercise their
over-allotment option, Banc One Venture Partners, formerly known as First
Chicago Equity Capital, and certain of its affiliates, will own approximately
21.8% of our common stock, and Saunders Karp & Megrue, L.P., and certain of its
affiliates will own approximately 26.9% of our common stock. In addition,
Linc.net, LLC, an affiliate of Banc One Venture Partners, and SKM Linc.net, LLC,
an affiliate of Saunders Karp & Megrue, L.P., have entered into a stockholders
agreement with certain other investors pursuant to which they will nominate and
agree to vote together to elect those individuals that will serve on our board
of directors. Such nominees will include three designees of Saunders Karp &
Megrue and certain of its affiliates and three designees of Banc One Venture
Partners and certain of its affiliates. Accordingly, they will remain in a
position to effectively:



    - control the vote on most matters submitted to our stockholders, including
      any merger, consolidation or sale of all or substantially all of our
      assets,


    - elect all of the members of our board of directors,

    - prevent or cause a change in our control and

    - decide whether we will issue additional common stock or other securities
      or declare dividends.

    These stockholders may therefore prevent transactions that might otherwise
allow other stockholders to receive a premium for their shares over their
current prices. For additional information regarding our stock ownership, see
"Principal Stockholders."


PROVISIONS OF OUR CHARTER DOCUMENTS, DELAWARE LAW AND OUR SENIOR CREDIT FACILITY
COULD DISCOURAGE POTENTIAL ACQUISITION PROPOSALS AND COULD DELAY, DETER OR
PREVENT A CHANGE IN CONTROL THAT OUR STOCKHOLDERS MAY CONSIDER FAVORABLE.



    Various provisions of our certificate of incorporation and by-laws may
inhibit changes in control of Linc.net not approved by our board of directors,
which may limit the circumstances in which a premium may be paid for the common
stock in proposed transactions or a proxy contest for control of the board may
be initiated. These provisions may have a negative impact on the price of our
common stock and, therefore, the value of your investment. These provisions
include:


    - a classified board of directors,

    - a prohibition on stockholder action through written consents,

    - a requirement that special meetings of stockholders be called only by the
      board of directors,

    - advance notice requirements for stockholder proposals and nominations,

    - limitations on the ability of stockholders to amend, alter or repeal the
      by-laws,

    - the authority of the board to issue, without stockholder approval,
      preferred stock with such terms as the board may determine and

    - the authority of the compensation and organization committee of our board
      of directors to declare options to purchase our common stock fully vested
      and exercisable upon a change of control of Linc.net.

                                       18

    We will also be subject to certain provisions of Delaware law which could
have similar effects, including Section 203 of the Delaware General Corporation
Law, which could prohibit us from engaging in a business combination with an
interested stockholder unless specific conditions are met. For additional
information regarding this issue, see "Description of Capital Stock." In
addition, our senior credit facility contains customary events of default which
include a change of control of Linc.net. These provisions could also discourage
potential acquisition proposals and could delay, deter or prevent a change of
control that our stockholders may find beneficial.

TRADING IN OUR SHARES COULD BE SUBJECT TO EXTREME PRICE FLUCTUATIONS.

    The market for our shares may be subject to extreme price and volume
fluctuations. We believe that a number of factors, both within and outside our
control, could cause the price of our common stock to fluctuate, perhaps
substantially. These factors include, but are not limited to:

    - announcements of developments related to our business or our competitors'
      or customers' businesses,

    - fluctuations in our financial results,

    - general conditions or developments in the telecommunications, Internet,
      cable television and energy industries,

    - potential sales of our common stock into the marketplace by Linc.net or
      our stockholders,

    - announcements of technological innovations or new or enhanced services by
      us or our competitors or customers,

    - a shortfall in revenue, gross margin, earnings or other financial results
      or changes in research analysts' expectations and

    - the limited number of shares of our common stock traded on a daily basis.

    We cannot be certain that the market price of our common stock will not
experience significant fluctuations in the future, including fluctuations that
are material, adverse and unrelated to our operating performance.


THE ABSENCE OF A PUBLIC MARKET FOR OUR COMMON STOCK CREATES UNCERTAINTY IN THE
MARKET PRICE, WHICH MAY CAUSE THE TRADING PRICE OF OUR COMMON STOCK TO DECLINE
BELOW THE INITIAL PUBLIC OFFERING PRICE AND, AS A RESULT, YOU MAY LOSE PART OF
YOUR INVESTMENT.


    Prior to this offering, you could not buy or sell our common stock publicly.
We will negotiate and determine the initial public offering price with the
representatives of the underwriters based on several factors, including:

    - prevailing market conditions,


    - our limited historical operating performance,


    - estimates of our business potential and earnings prospects,

    - an assessment of our management and

    - consideration of the above factors in relation to the market value of
      companies in related businesses.


    The negotiated initial public offering price may not accurately reflect the
true market value of Linc.net and the trading price of our common stock may
decline below the initial public offering price and, as a result, you may lose
part of your investment.


                                       19

YOU MAY NOT BE ABLE TO RESELL YOUR COMMON STOCK OR MAY HAVE TO SELL IT AT A
DISCOUNT, IF AN ACTIVE TRADING MARKET IS NOT DEVELOPED AND MAINTAINED.

    No public market currently exists for our common stock. Although we expect
our common stock to be approved for listing on the New York Stock Exchange, a
liquid market for the common stock may not develop or be maintained. As a
result, you may not be able to sell your shares of common stock or may have to
sell them at a discount.

BECAUSE YOU WILL PAY MORE FOR YOUR SHARES THAN OUR EXISTING STOCKHOLDERS, THE
VALUE OF YOUR INVESTMENT IN OUR COMMON STOCK WILL BE DILUTED.


    If you purchase our common stock in this offering, you will pay more for
your shares than the amount paid by our existing stockholders. As a result, the
value of your investment based on the value of our net tangible assets will be
less than the amount you pay for your shares of our common stock in this
offering. In addition, the total amount of our capital will be less than what it
would have been had you and all of the existing stockholders paid the same
amount per share of our common stock as you will pay in this offering. The
dilution you will immediately suffer will be $17.32 per share in the net
tangible book value of the common stock from the initial public offering price.
You may experience further dilution to the extent that additional shares of our
common stock are sold by the underwriters following exercise of their
over-allotment option, or if additional shares are issued upon the exercise of
stock options. For more information, see "Dilution."


FUTURE SALES BY OUR EXISTING STOCKHOLDERS COULD ADVERSELY AFFECT THE MARKET
PRICE OF OUR COMMON STOCK.

    Future sales of the shares of common stock held by existing stockholders
could have a material adverse effect on the price of the common stock. Upon
completion of this offering, we expect that:


    - the 4,700,000 shares of common stock (5,405,000 shares if the
      underwriters' over-allotment option is exercised in full) sold in this
      offering will be freely tradeable without restriction under the Securities
      Act, except any such shares which may be acquired by an "affiliate" of
      Linc.net and



    - 16,477,692 shares of common stock held by our existing stockholders will
      be eligible for sale in the public market, subject to compliance with the
      resale volume limitations and other restrictions of Rule 144 under the
      Securities Act, beginning 180 days or more after the date of this
      prospectus.



    Beginning 180 days after the completion of this offering, the holders of an
aggregate of approximately 16,477,692 shares of common stock will have certain
rights to require us to register their shares of common stock under the
Securities Act at our expense.



    After this offering we also intend to register up to approximately
1,266,671 additional shares of our common stock issued or issuable upon the
exercise of stock options granted or subject to grant under our stock option and
long-term equity incentive plans. See "Shares Eligible for Future Sale."


                                       20

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    We make statements in this prospectus that are forward-looking, including
statements regarding our future growth and profitability, our competitive
strengths and business strategy and the trends we anticipate in the industries
and economies in which we operate. These forward-looking statements are based on
our current expectations and are subject to a number of risks, uncertainties and
assumptions relating to:


    - our ability to complete the proposed InterCon acquisition,


    - our business, financial condition and results of operations,

    - the financial resources of our customers and their ability to obtain
      capital for network infrastructure outlays,

    - our ability to expand our infrastructure and manage our growth,

    - rapid technological and regulatory changes affecting demand for our
      services,

    - sustained growth in the use of the Internet,

    - the trend toward outsourcing network infrastructure services,

    - our numerous competitors and the few barriers to entry in the markets in
      which we operate,

    - our ability to attract and retain qualified employees,

    - strikes, work stoppages and slowdowns by our employees,

    - our ability to obtain adequate quantities of materials,

    - government regulations in connection with our operations,

    - our substantial leverage and restrictions imposed by our senior credit
      facility,

    - our ability to issue stock-based compensation to our employees without
      incurring an accounting charge consistent with existing accounting rules,

    - the short-term nature of many of our contracts and

    - our ability to identify, finance and manage acquired businesses.


    If any of these risks or uncertainties materialize, or if any of our
underlying assumptions are incorrect, our actual results may differ
significantly from the results that we express in or imply by any of our
forward-looking statements. These and other risks are detailed in the section
entitled "Risk Factors" and elsewhere in this prospectus.


                                       21

                                USE OF PROCEEDS


    We estimate that the net proceeds from our sale of shares of common stock in
this offering will be approximately $67.9 million, assuming an initial public
offering price of $16.00 per share, the midpoint of the range set forth on the
cover page of this prospectus, and after deducting underwriting discounts and
commissions and estimated offering expenses payable by us. If the underwriters'
over-allotment option is exercised in full, we estimate that the net proceeds
from this offering will be approximately $79.2 million.



    We are required by the terms of our senior credit facility to use 50% of the
proceeds we receive in this offering, or approximately $34.0 million, to pay
down our indebtedness under our senior credit facility. Other than for working
capital purposes, the amounts borrowed under our senior credit facility were
used to finance the purchase price for each of our ten strategic acquisitions.
The remainder of the proceeds, or approximately $33.9 million, will be used for
general corporate purposes, including for working capital and for strategic
acquisitions that we may identify in the future. Although we have discussions
with various companies to assess opportunities on an ongoing basis, we do not
currently have a definitive agreement with respect to any material acquisition
or joint venture other than the pending acquisition of InterCon. Amounts used to
repay indebtedness will be applied ratably to the following term loans
outstanding under such facility:



    - Term Loan A, which matures in quarterly installments from March 2001
      through 2005, with a current interest rate of 10.12% and approximately
      $100.0 million outstanding as of November 20, 2000; and



    - Term Loan B, which matures in quarterly installments from June 2000
      through March 2007, with a current interest rate of 10.62% and
      approximately $99.5 million outstanding as of November 20, 2000.



    For more information about our senior credit facility, see "Description of
Certain Indebtedness."


                                DIVIDEND POLICY

    We have not declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not intend to pay cash dividends in the
foreseeable future. We are also currently restricted in our ability to declare
and pay dividends by the terms of our senior credit facility. We cannot assure
you that we will not become subject to further restrictions by the terms of any
credit facility or other financial instrument that we elect to enter into from
time to time in the future.

                                       22

                                 CAPITALIZATION


    The following table sets forth our cash and cash equivalents, short-term
debt and total capitalization as of September 30, 2000:


    - on an actual basis,


    - on a pro forma basis to reflect the acquisitions, including the proposed
      InterCon acquisition, described under "Unaudited Pro Forma Condensed
      Consolidated Financial Statements" and



    - on a pro forma, as adjusted basis to reflect the acquisitions, including
      the proposed InterCon acquisition, described under "Unaudited Pro Forma
      Condensed Consolidated Financial Statements," the reclassification of all
      of our outstanding capital stock into a single class of common stock and
      the sale by us of 4,700,000 shares of common stock in this offering,
      assuming an offering price of $16.00 per share, the midpoint of the range
      set forth on the cover page of this prospectus, and the application of the
      net proceeds as described under "Use of Proceeds."


    This table should be read in conjunction with "Selected Historical Financial
Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements," our
financial statements and related notes and other financial information appearing
elsewhere in this prospectus.




                                                                   AS OF SEPTEMBER 30, 2000
                                                              ----------------------------------
                                                                                     PRO FORMA,
                                                               ACTUAL    PRO FORMA   AS ADJUSTED
                                                              --------   ---------   -----------
                                                                    (DOLLARS IN THOUSANDS)
                                                                            
Cash and cash equivalents...................................  $  6,109   $  6,109     $ 40,077
                                                              ========   ========     ========
Short-term debt and capital lease obligations...............    26,215     29,757       29,757
                                                              ========   ========     ========
Long-term debt and capital lease obligations................   188,322    218,796      184,828
Preferred stock:
  Preferred Stock, $0.01 par value, 5,000,000 shares
    authorized on an as adjusted basis; no shares issued or
    outstanding on an actual and as adjusted basis..........        --         --           --
  Series A mandatorily redeemable preferred stock, $0.01 par
    value, 175,000 shares authorized; 75,915 shares issued
    and outstanding on an actual basis; 121,434 shares
    issued and outstanding on a pro forma basis; and no
    shares issued and outstanding on a pro forma, as
    adjusted basis..........................................   119,612    140,893           --
Stockholders' equity:
  Common stock, $0.01 par value, 2,000,000 shares authorized
    on an actual basis; 150,000,000 shares authorized on a
    pro forma, as adjusted basis; 5,539,944 shares issued
    and outstanding on an actual basis; 6,521,963 shares
    issued and outstanding on a pro forma basis; and
    21,500,000 shares issued and outstanding on a pro forma,
    as adjusted basis.......................................        13         16          155
  Series B redeemable preferred stock, $0.01 par value,
    25,000 shares authorized; 5,760 shares issued and
    outstanding on an actual and pro forma basis; and no
    shares issued and outstanding on a pro forma, as
    adjusted basis..........................................     6,065      6,065           --
  Additional paid-in capital................................    13,326     16,431      231,186
  Accumulated deficit.......................................    (2,620)    (2,620)      (2,620)
  Stockholders' loans.......................................      (367)      (367)        (367)
  Excess of purchase price over predecessor basis...........    (2,490)    (2,490)      (2,490)
                                                              --------   --------     --------
      Total stockholders' equity............................    13,927     17,035      225,864
                                                              --------   --------     --------
        Total capitalization................................  $321,861   $376,724     $410,692
                                                              ========   ========     ========



    Shares of our common stock outstanding on a pro forma, as adjusted basis
after this offering do not include:


    - 115,334 shares issuable upon the exercise of outstanding options granted
      under our existing stock option and long-term equity incentive plans,



    - 1,151,338 additional shares reserved for future grants, awards or sales
      under our existing stock option and long-term equity incentive plans, and



    - 622,953 additional shares reserved for sale under our employee stock
      purchase plan.


                                       23

                                    DILUTION


    Our pro forma net tangible book deficit as of September 30, 2000 was
$(237.3) million, or $(14.12) per share of common stock. "Pro forma net tangible
book deficit" per share is determined by dividing the tangible net capital
deficiency of Linc.net, or total assets less intangible assets and total
liabilities, by the aggregate number of shares of common stock outstanding, on a
pro forma basis to reflect the acquisitions, including the proposed InterCon
acquisition, described under "Unaudited Pro Forma Condensed Consolidated
Financial Statements" and assuming the reclassification of our capital stock had
taken place on September 30, 2000. After giving effect to the sale of the shares
of common stock offered hereby, at an assumed offering price of $16.00 per
share, the midpoint of the range set forth on the cover page of this prospectus,
and the receipt and application of the net proceeds, and after deducting
estimated underwriting discounts and expenses, pro forma net tangible book
deficit as of September 30, 2000 would have been approximately $(28.5) million,
or $(1.32) per share. This represents an immediate increase in pro forma net
tangible book value of $12.80 per share to the existing stockholders and an
immediate dilution in pro forma net tangible book value of $(17.32) per share to
purchasers of common stock in this offering at the initial public offering
price. The following table illustrates this per share dilution:



                                                                   
Assumed initial public offering price per share.............             $ 16.00
  Pro forma net tangible book deficit per share at September
    30, 2000(1).............................................  $(14.12)
  Increase in pro forma net tangible book value per share
    attributable to new investors...........................    12.80
                                                              -------
Pro forma net tangible book deficit per share after this
  offering..................................................               (1.32)
                                                                         -------
Dilution per share to new investors.........................             $(17.32)
                                                                         =======




- ------------------------


(1) Assuming the reclassification of preferred stock to common stock at the
    initial offering price of $16.00 per share, the midpoint of the range set
    forth on the cover of this prospectus.



    Dilution per share to new investors is determined by subtracting pro forma
net tangible book deficit per share after this offering from the initial public
offering price per share. If any shares are issued in connection with
outstanding options, you will experience further dilution. If the underwriters'
over-allotment option were exercised in full, the pro forma net tangible book
deficit per share after the offering would be $(.77) per share, the increase in
net tangible book value per share attributable to new investors would be
$13.35 per share and the dilution per share to new investors in this offering
would be $(16.77) per share.



    The following table summarizes, on a pro forma basis, as of September 30,
2000, the number of shares purchased, the total consideration paid, or to be
paid, and the average price per share paid, or to be paid, by the existing
stockholders and the purchasers of common stock in this offering, at an assumed
offering price of $16.00 per share, the midpoint of the range set forth on the
cover page of this prospectus, before deducting the estimated offering expenses
and underwriting discounts and commissions:





                                                         SHARES
                                                        PURCHASED           TOTAL CONSIDERATION       AVERAGE
                                                   -------------------      -------------------        PRICE
                                                    NUMBER    PERCENT        AMOUNT    PERCENT       PER SHARE
                                                   --------   --------      --------   --------      ---------
                                                                              (IN THOUSANDS)
                                                                                      
Existing stockholders............................   16,800      78.1%       $163,405     68.5%        $ 9.73
New investors....................................    4,700      21.9          75,200     31.5         $16.00
                                                   -------     -----        --------    -----
  Total..........................................   21,500     100.0%       $238,605    100.0%
                                                   =======     =====        ========    =====




    The number of shares outstanding above excludes an aggregate of
115,334 shares of common stock issuable upon the exercise of outstanding options
granted under our existing stock option and long-term equity incentive plans,
1,151,388 additional shares reserved for future grants, awards or sales under
our existing stock option and long-term equity incentive plans and
622,953 additional shares reserved for sale under our employee stock purchase
plan.


                                       24

                       SELECTED HISTORICAL FINANCIAL DATA

    The following table shows selected consolidated financial data for the
periods and as of the dates indicated.


    We were formed in October 1999. We acquired Muller & Pribyl on December 21,
1999. Muller & Pribyl is our corporate predecessor for accounting purposes and,
therefore, its historical financial statements are deemed to be our historical
financial statements. The following selected historical financial data for our
predecessor, Muller & Pribyl, for the years ended December 31, 1997 and 1998 and
the period from January 1, 1999 to December 21, 1999 and as of December 31, 1998
and 1999 have been derived from Muller & Pribyl's audited financial statements
and notes thereto, which are included elsewhere in this prospectus. The selected
historical financial data for Muller & Pribyl for the years ended December 31,
1995 and 1996 and as of December 31, 1995, 1996 and 1997 are derived from Muller
& Pribyl's accounting records and are unaudited. Data for Muller & Pribyl as of
and for the nine months ended September 30, 1999 are derived from Muller &
Pribyl's accounting records and are unaudited.


    We acquired our first company on October 19, 1999. The historical financial
statements for the period from October 19, 1999 to December 31, 1999 relate to
Linc.net and the companies it acquired from its inception through December 31,
1999 and have been derived from our audited financial statements and notes
thereto, which are included elsewhere in this prospectus.


    The selected historical financial data as of and for the nine months ended
September 30, 2000 were derived from our unaudited condensed consolidated
financial statements which, in the opinion of management, have been prepared on
the same basis as our audited financial statements and reflect all adjustments
(consisting of normal recurring adjustments) necessary for the fair presentation
of the financial condition and results of operations for such periods. The
selected historical financial data set forth below is not necessarily indicative
of the results of future operations and should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our financial statements and related notes and other financial
information appearing elsewhere in this prospectus.


                                       25





                                                                         PERIOD FROM     PERIOD FROM
                                                                          JANUARY 1,     OCTOBER 19,        NINE MONTHS ENDED
                                      YEAR ENDED DECEMBER 31,              1999 TO         1999 TO            SEPTEMBER 30,
                             -----------------------------------------   DECEMBER 21,   DECEMBER 31,    -------------------------
                               1995       1996       1997       1998         1999           1999           1999          2000
                             --------   --------   --------   --------   ------------   -------------   -----------   -----------
                                                          (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
                                                                                              
STATEMENT OF OPERATIONS
  DATA:
Net revenue................  $14,420    $17,401    $22,652    $28,900      $43,916        $  1,760        $30,125     $   174,536
Costs of sales.............   12,325     13,860     16,408     22,672       32,701           1,581         21,651         146,122
                             -------    -------    -------    -------      -------        --------        -------     -----------
Gross profit...............    2,095      3,541      6,244      6,228       11,215             179          8,564          28,414
Costs and expenses:
General and administrative
  expenses.................    1,136        817      1,343      1,446        1,781             868          1,250          12,285
Amortization of goodwill...       --         --         --         --           --             107             --           4,084
Management fees............       --         --         --         --           --             250             --             667
                             -------    -------    -------    -------      -------        --------        -------     -----------
Income (loss) from
  operations...............      959      2,724      4,901      4,782        9,434          (1,046)         7,314          11,378
Other (income) expenses:
Interest (income) expense,
  net......................       33         68         81        (39)         (63)            360             --          10,560
Transaction-related
  expenses.................       --         --         --         --        4,485              --             --              --
Other (income) expense,
  net......................        1        (71)      (153)        (1)          31             (47)           (10)            (21)
                             -------    -------    -------    -------      -------        --------        -------     -----------
Income (loss) before income
  taxes and equity in
  income of investee.......      925      2,727      4,973      4,822        4,981          (1,359)         7,324             839
Equity in income of
  investee.................       --         --         --         --           --              --             --           3,325
                             -------    -------    -------    -------      -------        --------        -------     -----------
Income (loss) before income
  taxes....................      925      2,727      4,973      4,822        4,981          (1,359)         7,324           4,164
Income taxes...............        9          7          5         51           71            (529)             4             336
                             -------    -------    -------    -------      -------        --------        -------     -----------
Net income (loss)..........      916      2,720      4,968      4,771        4,910            (830)         7,320           3,828
Preferred stock
  dividends................       --         --         --         --           --            (252)            --          (5,366)
                             -------    -------    -------    -------      -------        --------        -------     -----------
Net income (loss) to common
  stockholders.............  $   916    $ 2,720    $ 4,968    $ 4,771      $ 4,910        $ (1,082)       $ 7,320     $    (1,539)
                             =======    =======    =======    =======      =======        ========        =======     ===========
Net (loss) per share:
  Basic....................                                                               $  (1.81)            NM     $      (.35)
  Diluted..................                                                                  (1.81)            NM            (.35)
Weighted average common
  shares outstanding:
  Basic....................                                                                597,841             NM       4,447,115
  Diluted..................                                                                597,841             NM       4,447,115

BALANCE SHEET DATA (AT
  PERIOD END):
Working capital............  $ 3,418    $ 3,650    $ 5,239    $ 6,693      $ 4,410        $ 10,192        $ 6,342     $    66,101
Total assets...............    7,796     10,406     13,062     15,041       21,829         110,476         13,771         408,799
Debt and capital lease
  obligations..............      289         --         --         43          683          62,070             --         214,537
Stockholders' equity.......    7,018      8,357     11,011     13,021       10,663             569         10,741          13,927



                                       26

        UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


    We prepared the following Unaudited Pro Forma Condensed Consolidated
Financial Statements as of and for the year ended December 31, 1999 and as of
and for the nine months ended September 30, 2000 and 1999 to illustrate:



    - the acquisitions, including the proposed InterCon acquisition, described
      in Note 1 to the "Notes to the Unaudited Pro Forma Condensed Consolidated
      Statements of Operations,"



    - the reclassification of all of our outstanding capital stock into a single
      class of common stock and the elimination of accrued dividends on our two
      series of preferred stock and



    - this offering and our use of the estimated net proceeds of $67.9 million,
      assuming an estimated initial public offering price of $16.00 per share,
      the midpoint of the range set forth on the cover page of this prospectus,
      to repay debt and for general corporate purposes.



    The Unaudited Pro Forma Condensed Consolidated Statements of Operations are
presented as if these transactions had occurred at the beginning of each period
presented, to the extent not included in Linc.net's historical consolidated
balance sheet. The Unaudited Pro Forma Condensed Consolidated Balance Sheet is
presented as if these transactions had occurred on the date presented. We
believe that the assumptions used provide a reasonable basis for presenting the
significant effects directly attributable to this offering and the other
transactions described above. The Unaudited Pro Forma Condensed Consolidated
Financial Statements do not purport to represent what our results of operations
or financial position would actually have been if these transactions had in fact
occurred on such dates or to project our results of operations or financial
position for any future period or date. These statements should be read in
connection with, and are qualified by reference to, "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the financial
statements and related notes included elsewhere in this prospectus.



    The acquisitions, including the proposed InterCon acquisition, described in
Note 1 to the "Notes to the Unaudited Pro Forma Condensed Consolidated
Statements of Operations" will be accounted for using the purchase method of
accounting. The total cost of such acquisitions will be allocated to the
tangible and intangible assets acquired and liabilities assumed based upon their
respective fair values as of the time each such acquisition was consummated. The
excess of purchase cost over the historical basis of the net assets acquired
(goodwill) has been allocated in the accompanying "Unaudited Pro Forma Condensed
Consolidated Financial Statements" based upon preliminary estimates. These
estimates are based upon available information and upon certain assumptions that
management believes are reasonable.



    Linc.net intends to finance the proposed InterCon acquisition through a
combination of borrowings, and the issuance of Series A mandatorily redeemable
preferred stock and common stock. However, there can be no assurance that
Linc.net will be able to obtain financing for the acquisition on favorable terms
if at all or that the acquisition of InterCon will be completed on the terms set
forth in the InterCon purchase agreement.


                                       27


       UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS



                          YEAR ENDED DECEMBER 31, 1999



                       (IN THOUSANDS, EXCEPT SHARE DATA)




                                                             CAPITAL                 NORTH
                                                MULLER &       LAND                  SHORE        TELPRO
                                     LINC.NET    PRIBYL      SERVICES      C&B       CABLE     TECHNOLOGIES   GEORGE M.
                                     --------   ---------   ----------   --------   --------   ------------   ----------
                                                                                         
Net revenue........................  $ 1,760     $43,916     $ 7,137     $31,964     $9,835      $73,532       $30,986
Costs of sales.....................    1,581      32,701       5,390      23,409      7,571       65,120        26,618
                                     -------     -------     -------     -------     ------      -------       -------
Gross profit.......................      179      11,215       1,747       8,555      2,264        8,412         4,368
Costs and expenses:
General and administrative
  expenses.........................      868       1,781         954       3,180        599        4,360         2,729
Amortization of goodwill...........      107          --          --          --         --           29            --
Management fees....................      250          --          --          --         --           --            --
Noncash stock compensation.........       --          --          --          --         --          560            --
                                     -------     -------     -------     -------     ------      -------       -------
Income (loss) from operations......   (1,046)      9,434         793       5,375      1,665        3,463         1,639

Other (income) expenses:
Interest expense, net..............      360         (63)         --         156        137          187            86
Transaction-related expenses.......       --       4,485       2,259         956         --           --            --
Other (income) expense, net........      (47)         31         (17)       (110)       (12)        (191)          (79)
                                     -------     -------     -------     -------     ------      -------       -------
Income (loss) before income
  taxes............................   (1,359)      4,981      (1,449)      4,373      1,540        3,467         1,632
Income taxes.......................     (529)         71          16         145        609        1,365          (515)
                                     -------     -------     -------     -------     ------      -------       -------
Net income (loss)..................     (830)      4,910      (1,465)      4,228        931        2,102         2,147
Preferred stock dividends..........     (252)         --          --          --         --           --            --
                                     -------     -------     -------     -------     ------      -------       -------
Net income (loss) to common
  stockholders.....................  $(1,082)    $ 4,910     $(1,465)    $ 4,228     $  931      $ 2,102       $ 2,147
                                     =======     =======     =======     =======     ======      =======       =======



                                       UTILITY
                                     CONSULTANTS    COMMUNICOR
                                     -----------   ------------
                                             
Net revenue........................    $27,955       $34,418
Costs of sales.....................     22,701        28,765
                                       -------       -------
Gross profit.......................      5,254         5,653
Costs and expenses:
General and administrative
  expenses.........................      5,067         3,428
Amortization of goodwill...........         --            --
Management fees....................         --            --
Noncash stock compensation.........         --            --
                                       -------       -------
Income (loss) from operations......        187         2,225
Other (income) expenses:
Interest expense, net..............        224         2,026
Transaction-related expenses.......         --            --
Other (income) expense, net........         --            72
                                       -------       -------
Income (loss) before income
  taxes............................        (37)          127
Income taxes.......................         --            45
                                       -------       -------
Net income (loss)..................        (37)           82
Preferred stock dividends..........         --            --
                                       -------       -------
Net income (loss) to common
  stockholders.....................    $   (37)      $    82
                                       =======       =======



                                       28


       UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS



                    YEAR ENDED DECEMBER 31, 1999 (CONTINUED)



                       (IN THOUSANDS, EXCEPT SHARE DATA)




                                                                                  HISTORICAL      PRO FORMA             PRO
                                                CRAIG      FELIX     INTERCON      TOTAL(1)      ADJUSTMENTS           FORMA
                                               --------   --------   --------   --------------   -----------           -----
                                                                                                   
Net revenue..................................  $16,225    $142,973   $39,157       $459,858      $  (39,734)(2)      $  420,124
Costs of sales...............................   11,424     133,222    32,453        390,955         (42,297)(2)(3)      348,658
                                               -------    --------   -------       --------      ----------          ----------
Gross profit.................................    4,801       9,751     6,704         68,903           2,563              71,466
Costs and expenses:
General and administrative expenses..........      745       7,429     2,849         33,989           3,293 (3)(4)       37,282
Amortization of goodwill.....................       --          --        --            136          13,034 (5)          13,170
Management fees..............................
- --                                                  --          --        --            250              --                 250
Noncash stock compensation...................       --          --        --            560              --                 560
                                               -------    --------   -------       --------      ----------          ----------
Income (loss) from operations................    4,056       2,322     3,855         33,968         (13,764)             20,204
Other (income) expenses:
Interest expense, net........................      253         241       369          3,976          23,257 (6)(7)       27,233
Transaction-related expenses.................       --          --        --          7,700          (7,700)(3)              --
Other (income) expense, net..................      (30)         33       (80)          (430)             --                (430)
                                               -------    --------   -------       --------      ----------          ----------
Income (loss) before income taxes............    3,833       2,048     3,566         22,722         (29,321)             (6,599)
Income taxes.................................       --         (98)       --          1,109          (3,683)(8)          (2,574)
                                               -------    --------   -------       --------      ----------          ----------
Net income (loss)............................    3,833       2,146     3,566         21,613         (25,638)             (4,025)
Preferred stock dividends....................       --          --        --           (252)        (13,056)(9)         (13,308)
                                               -------    --------   -------       --------      ----------          ----------
Net income (loss) to common stockholders.....  $ 3,833    $  2,146   $ 3,566       $ 21,361      $  (38,694)         $  (17,333)
                                               =======    ========   =======       ========      ==========          ==========

Net (loss) per share:
  Basic......................................       NM          NM        NM       $  35.73      $    (7.30)         $    (2.94)
  Diluted....................................       NM          NM        NM          35.73           (7.30)              (2.94)
Weighted average common shares outstanding:
  Basic......................................       NM          NM        NM        597,841       5,297,837           5,895,678
  Diluted....................................       NM          NM        NM        597,841       5,297,837           5,895,678

OTHER FINANCIAL DATA:
Depreciation.................................       NM          NM        NM          8,699              --               8,699
Amortization.................................       NM          NM        NM            136          13,034              13,170


                                                  OFFERING               PRO FORMA,
                                                 ADJUSTMENTS             AS ADJUSTED
                                               ---------------         ---------------
                                                                 
Net revenue..................................  $            --         $       420,124
Costs of sales...............................               --                 348,658
                                               ---------------         ---------------
Gross profit.................................               --                  71,466
Costs and expenses:
General and administrative expenses..........               --                  37,282
Amortization of goodwill.....................               --                  13,170
Management fees..............................
- --                                                          --                     250
Noncash stock compensation...................               --                     560
                                               ---------------         ---------------
Income (loss) from operations................               --                  20,204
Other (income) expenses:
Interest expense, net........................           (3,524)(10)             23,709
Transaction-related expenses.................               --                      --
Other (income) expense, net..................               --                    (430)
                                               ---------------         ---------------
Income (loss) before income taxes............            3,524                  (3,075)
Income taxes.................................            1,374(8)               (1,200)
                                               ---------------         ---------------
Net income (loss)............................            2,150                  (1,875)
Preferred stock dividends....................           13,308 (9)                  --
                                               ---------------         ---------------
Net income (loss) to common stockholders.....  $        15,458         $        (1,875)
                                               ===============         ===============
Net (loss) per share:
  Basic......................................  $           .99         $          (.09)
  Diluted....................................              .99                    (.09)
Weighted average common shares outstanding:
  Basic......................................       15,604,322              21,500,000
  Diluted....................................       15,604,322              21,500,000
OTHER FINANCIAL DATA:
Depreciation.................................               --                   8,699
Amortization.................................               --                  13,170



                                       29

       UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS


                      NINE MONTHS ENDED SEPTEMBER 30, 1999





                                         CAPITAL                 NORTH
                            MULLER &       LAND                  SHORE        TELPRO                     UTILITY
                             PRIBYL      SERVICES      C&B       CABLE     TECHNOLOGIES   GEORGE M.    CONSULTANTS    COMMUNICOR
                            ---------   ----------   --------   --------   ------------   ----------   -----------   ------------
                                                              (IN THOUSANDS, EXCEPT SHARE DATA)
                                                                                             
Net revenue...............   $30,215      $7,324     $ 23,818    $7,231      $58,158       $22,246       $19,219       $30,419
Costs of sales............    21,651       5,097       16,231     5,303       50,443        19,526        16,554        23,982
                             -------      ------     --------    ------      -------       -------       -------       -------
Gross profit..............     8,564       2,227        7,587     1,928        7,715         2,720         2,665         6,437
Costs and expenses:
General and administrative
  expenses................     1,250         934        2,374       445        1,769         2,125         2,854         3,013
Amortization of
  goodwill................        --          --           --        --           --            --            --            --
Noncash stock
  compensation............        --          --           --        --          560            --            --            --
                             -------      ------     --------    ------      -------       -------       -------       -------
Income (loss) from
  operations..............     7,314       1,293        5,213     1,483        5,386           595          (189)        3,424
Other (income) expenses:
Interest expense, net.....        --          --                     --          138            --           170            --
Other (income) expense,
  net.....................       (10)          8           45        --         (191)          (13)           --            15
                             -------      ------     --------    ------      -------       -------       -------       -------
Income (loss) before
  income taxes............     7,324       1,285        5,168     1,483        5,439           608          (359)        3,409
Income taxes..............         4          --           --       427        1,365          (359)           --            --
                             -------      ------     --------    ------      -------       -------       -------       -------
Net income (loss).........     7,320       1,285        5,168     1,056        4,074         1,098          (359)        3,409
Preferred stock
  dividends...............        --          --           --        --           --            --            --            --
                             -------      ------     --------    ------      -------       -------       -------       -------
Net income (loss) to
  common stockholders.....   $ 7,320      $1,285     $  5,168    $1,056      $ 4,074       $ 1,098       $  (359)      $ 3,409
                             =======      ======     ========    ======      =======       =======       =======       =======



                                       30


       UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS



                NINE MONTHS ENDED SEPTEMBER 30, 1999 (CONTINUED)




                                                                                       HISTORICAL      PRO FORMA
                                                     CRAIG      FELIX     INTERCON      TOTAL(1)      ADJUSTMENTS
                                                    --------   --------   --------   --------------   -----------
                                                                  (IN THOUSANDS, EXCEPT SHARE DATA)
                                                                                       
Net revenue.......................................  $11,091    $114,259   $26,664       $350,644       $(33,795)(2)
Costs of sales....................................    8,110     104,027    21,822        292,746        (35,455)(2)(3)
                                                    -------    --------   -------       --------       --------
Gross profit......................................    2,981      10,232     4,842         57,898          1,660
Costs and expenses:
General and administrative expenses...............    1,073       4,951     2,135         22,923          2,644(3)(4)
Amortization of goodwill..........................       --          --        --             --          9,879(5)
Noncash stock compensation........................       --          --        --            560             --
                                                    -------    --------   -------       --------       --------
Income from operations............................    1,908       5,281     2,707         34,415        (10,863)
Other (income) expenses:
Interest expense, net.............................       --         208       269            785         19,639(6)(7)

Other (income) expense, net.......................       --          32       (70)            71             --
                                                    -------    --------   -------       --------       --------
Income (loss) before income taxes.................    1,908       5,041     2,508         33,559        (30,502)
Income taxes......................................       --       1,078        --          2,384         (1,054)(8)
                                                    -------    --------   -------       --------       --------
Net income (loss).................................    1,908       3,963     2,508         31,175         29,448(8)
Preferred stock dividends.........................       --          --        --             --         (9,981)(9)
                                                    -------    --------   -------       --------       --------
Net income (loss) to common stockholders..........  $ 1,908    $  3,963   $ 2,508       $ 31,175       $(39,429)
                                                    =======    ========   =======       ========       ========

Net (loss) per share:
  Basic...........................................       NM          NM        NM       $     NM       $     NM
  Diluted.........................................       NM          NM        NM             NM             NM
Weighted average common shares outstanding:
  Basic...........................................       NM          NM        NM             NM             NM
  Diluted.........................................       NM          NM        NM             NM             NM

OTHER FINANCIAL DATA:
Depreciation......................................       NM          NM        NM          6,460             --
Amortization......................................       NM          NM        NM             --          9,879


                                                       PRO        OFFERING           PRO FORMA,
                                                      FORMA      ADJUSTMENTS         AS ADJUSTED
                                                      -----      -----------         -----------
                                                         (IN THOUSANDS, EXCEPT SHARE DATA)
                                                                            
Net revenue.......................................  $  316,849   $       --          $   316,849
Costs of sales....................................     257,291           --              257,291
                                                    ----------   -----------         -----------
Gross profit......................................      59,558           --               59,558
Costs and expenses:
General and administrative expenses...............      25,567           --               25,567
Amortization of goodwill..........................       9,879           --                9,879
Noncash stock compensation........................         560           --                  560
                                                    ----------   -----------         -----------
Income from operations............................      23,552           --               23,552
Other (income) expenses:
Interest expense, net.............................      20,424       (1,762)(10)          18,662
Other (income) expense, net.......................          71           --                   71
                                                    ----------   -----------         -----------
Income (loss) before income taxes.................       3,057        1,762                4,819
Income taxes......................................       1,192          687(8)             1,879
                                                    ----------   -----------         -----------
Net income (loss).................................       1,865        1,075                2,940
Preferred stock dividends.........................      (9,981)       9,981                   --
                                                    ----------   -----------         -----------
Net income (loss) to common stockholders..........  $   (8,116)  $   11,056          $     2,940
                                                    ==========   ===========         ===========
Net (loss) per share:
  Basic...........................................  $     (.38)  $      .51          $       .14
  Diluted.........................................        (.38)         .51                  .14
Weighted average common shares outstanding:
  Basic...........................................  21,500,000   21,500,000           21,500,000
  Diluted.........................................  21,500,000   21,500,000           21,500,000
OTHER FINANCIAL DATA:
Depreciation......................................       6,460           --                6,460
Amortization......................................       9,879           --                9,879



                                       31


       UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS



                      NINE MONTHS ENDED SEPTEMBER 30, 2000



                       (IN THOUSANDS, EXCEPT SHARE DATA)





                                                      NORTH
                                                      SHORE        TELPRO                     UTILITY
                                          LINC.NET    CABLE     TECHNOLOGIES   GEORGE M.    CONSULTANTS    COMMUNICOR     CRAIG
                                          --------   --------   ------------   ----------   -----------   ------------   --------
                                                                                                    
Net revenue.............................  $174,536    $  209      $147,728      $12,334       $10,237       $14,745      $ 8,812
Costs of sales..........................   146,122        (7)      132,741       10,972         8,458        12,202        7,065
                                          --------    ------      --------      -------       -------       -------      -------
Gross profit............................    28,414       216        14,987        1,362         1,779         2,543        1,747
Costs and expenses:
General and administrative expenses.....    12,285        51         3,927          425           859         1,411          218
Amortization of goodwill................     4,084        --            --           --            --            --           --
Management fees.........................       667        --            --           --            --            --           --
                                          --------    ------      --------      -------       -------       -------      -------
Income from operations..................    11,378       165        11,060          937           920         1,132        1,529

Other (income) expenses:
Interest expense, net...................    10,560         3            83           --            91           960           15
Other (income) expense, net.............       (21)       --            --          (84)           --            (4)          19
                                          --------    ------      --------      -------       -------       -------      -------
Income (loss) before income taxes and
  equity in income of investee..........       839       162        10,977        1,021           829           176        1,495
Equity in income of investee............     3,325        --            --           --            --            --           --
                                          --------    ------      --------      -------       -------       -------      -------
Income (loss) before income taxes.......     4,164       162        10,977        1,021           829           176        1,495
Income taxes............................       303       (33)        4,391           --            --            --        1,948
                                          --------    ------      --------      -------       -------       -------      -------
Net income (loss).......................     3,861       195         6,586        1,021           829           176         (453)
Preferred stock dividends...............    (5,283)       --            --           --            --            --           --
                                          --------    ------      --------      -------       -------       -------      -------
Net income (loss) to common
  stockholders..........................  $ (1,422)   $  195      $  6,586      $ 1,021       $   829       $   176      $  (453)
                                          ========    ======      ========      =======       =======       =======      =======



                                       32


       UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS



                NINE MONTHS ENDED SEPTEMBER 30, 2000 (CONTINUED)



                       (IN THOUSANDS, EXCEPT SHARE DATA)





                                                         HISTORICAL     PRO FORMA             PRO        OFFERING     PRO FORMA,
                                   FELIX     INTERCON     TOTAL(1)     ADJUSTMENTS           FORMA      ADJUSTMENTS   AS ADJUSTED
                                  --------   --------   ------------   -----------           -----      -----------   -----------
                                                                                                 
Net revenue.....................  $132,407   $34,839     $  535,847     $(101,845)(2)      $  434,002   $       --    $   434,002
Costs of sales..................   113,231    28,294        459,078      (102,024)(2)(3)      357,054           --        357,054
                                  --------   -------     ----------     ---------          ----------   -----------   -----------
Gross profit....................    19,176     6,545         76,769           179              76,948           --         76,948
Costs and expenses:
General and administrative
  expenses......................     3,888     2,343         25,407         3,631 (3)(4)       29,038           --         29,038
Amortization of goodwill........        --        --          4,084         5,795 (5)           9,879           --          9,879
Management fees.................        --        --            667            --                 667           --            667
                                  --------   -------     ----------     ---------          ----------   -----------   -----------
Income from operations..........    15,288     4,202         46,611        (9,247)             37,364           --         37,364
Other (income) expenses:
Interest expense, net...........       399       469         12,580         7,844 (6)(7)       20,424       (1,762)(10)      18,662
Other (income) expense, net.....      (347)     (109)          (546)           --                (546)          --           (546)
                                  --------   -------     ----------     ---------          ----------   -----------   -----------
Income (loss) before income
  taxes and equity
  in income of investee.........    15,236     3,842         34,577       (17,091)             17,486        1,762         19,248
Equity in income of investee....        --        --          3,325        (3,325)(2)              --           --             --
                                  --------   -------     ----------     ---------          ----------   -----------   -----------
Income (loss) before income
  taxes.........................    15,236     3,842         37,902       (20,416)             17,486        1,762         19,248
Income taxes....................       373        --          6,982          (162)(8)           6,820          687          7,507
                                  --------   -------     ----------     ---------          ----------   -----------   -----------
Net income (loss)...............    14,863     3,842         30,920       (20,254)             10,666        1,075         11,741
Preferred stock dividends.......        --        --         (5,283)       (4,698)(8)          (9,981)       9,981             --
                                  --------   -------     ----------     ---------          ----------   -----------   -----------
Net income (loss) to common
  stockholders..................  $ 14,863   $ 3,842     $   25,637     $ (24,952)         $      685   $   11,056    $    11,741
                                  ========   =======     ==========     =========          ==========   ===========   ===========

Net (loss) income per share:
  Basic.........................        NM        NM     $     5.76     $  (25.41)         $       --   $      .69    $       .55
  Diluted.......................        NM        NM           5.76        (25.41)                 --          .69            .55
Weighted average common shares
  outstanding:
  Basic.........................        NM        NM      4,447,115       982,018           5,429,134   16,070,866     21,500,000
  Diluted.......................        NM        NM      4,447,115       982,018           5,429,134   16,070,866     21,500,000

OTHER FINANCIAL DATA:
Depreciation....................        NM        NM          6,304            --               6,304           --          6,304
Amortization....................        NM        NM          4,048         5,795               9,879           --          9,879



                                       33

                          NOTES TO UNAUDITED PRO FORMA
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


  FOR THE YEAR ENDED DECEMBER 31, 1999 AND THE NINE MONTHS ENDED SEPTEMBER 30,
                                 1999 AND 2000


                                 (IN THOUSANDS)


(1) The historical data give pro forma effect to the acquisition of: Capital
    Land Services, Inc.; M&P Utilities, Inc. and its affiliate, Muller & Pribyl
    Utilities, Inc. (collectively, Muller & Pribyl); C&B Associates II, Ltd. and
    its affiliate C&B Associates, Ltd. (collectively, C&B); North Shore Cable
    Contractors, Inc.; Telpro Technologies, Inc.; George M. Construction, Inc.;
    Utility Consultants, Inc.; Communicor Corporation USA, Communications
    Construction Corporation and Communicor Equipment Company; Craig
    Enterprises, Inc.; Felix Equities, Inc. and its affiliates; and InterCon,
    and were derived from the related corresponding historical statements of
    operations. The audited historical statement of operations for each of
    Linc.net, Capital Land Services, Muller & Pribyl, C&B, North Shore Cable,
    Telpro Technologies, Utility Consultants, Craig, Felix and InterCon are
    included elsewhere in this prospectus.



    The periods presented for the year ended December 31, 1999 for each of the
    companies are as follows:



                                    
Linc.net.............................   October 19, 1999 to December 31, 1999
Capital Land Services................     January 1, 1999 to October 19, 1999
Muller & Pribyl......................    January 1, 1999 to December 21, 1999
C&B..................................    January 1, 1999 to December 21, 1999
North Shore Cable....................    January 1, 1999 to December 31, 1999
Telpro Technologies..................    January 1, 1999 to December 31, 1999
George M.............................    January 1, 1999 to December 31, 1999
Utility Consultants..................   October 1, 1998 to September 30, 1999
Communicor...........................    November 1, 1998 to October 31, 1999
Craig................................    January 1, 1999 to December 31, 1999
Felix................................   October 1, 1998 to September 30, 1999
InterCon.............................      January 3, 1999 to January 1, 2000





    The periods presented for the nine months ended September 30, 1999 include
    the results of operations of each of the acquired companies from January 1,
    1999 to September 30, 1999.



    The results of operations for companies acquired in 1999, including Capital
    Land Services, Muller & Pribyl and C&B, are included in Linc.net's
    consolidated results of operations for the period from January 1, 2000 to
    September 30, 2000. The results of operations for each of the companies
    acquired during the nine months ended September 30, 2000 are presented
    separately for the period from January 1, 2000 to the respective date of
    acquisition and included in Linc.net's results of operations for the period
    from such date of acquisition to September 30, 2000. The results of
    operations for Telpro Technologies, which was not acquired in full by
    September 30, 2000, are presented separately. On August 31, 2000 we agreed
    to acquire all of the outstanding capital stock of InterCon. We expect to
    complete the acquisition of InterCon prior to the completion of this
    offering. The results of operations of InterCon are also presented
    separately.



    The periods presented for the nine months ended September 30, 2000 for each
    of the companies acquired during the nine months ended September 30, 2000
    are as follows:



    - Capital Land Services was acquired on October 19, 1999. Accordingly,
      Capital Land Services results of operations from January 1, 2000 to
      September 30, 2000 are included in Linc.net's results of operations.


                                       34

                          NOTES TO UNAUDITED PRO FORMA
          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)


  FOR THE YEAR ENDED DECEMBER 31, 1999 AND THE NINE MONTHS ENDED SEPTEMBER 30,
                                 1999 AND 2000


                                 (IN THOUSANDS)


    - Muller & Pribyl and C&B were acquired on December 21, 1999. Accordingly,
      Muller & Pribyl's and C&B's results of operations from January 1, 2000 to
      September 30, 2000 are included in Linc.net's results of operations.



    - North Shore Cable was acquired on January 21, 2000. Accordingly, North
      Shore Cable's results of operations from January 22, 2000 to
      September 30, 2000 are included in Linc.net's results of operations. The
      results of North Shore Cable's operations from January 1, 2000 to
      January 21, 2000 are presented separately.



    - On March 13, 2000 and May 19, 2000, Linc.net acquired cumulatively 49% of
      the outstanding voting stock of Telpro Technologies. On October 6, 2000
      Linc.net acquired the remaining outstanding voting stock of Telpro
      Technologies. Accordingly, as Linc.net did not control Telpro Technologies
      from March 14, 2000 to October 15, 2000, Telpro Technologies was not
      consolidated into Linc.net during such time. Rather, from March 13, 2000
      to October 6, 2000, Linc.net accounted for their investment in Telpro
      Technologies under the equity method of accounting. Accordingly,
      Linc.net's equity interest in Telpro Technologies' earnings have been
      included in Linc.net's results of operations from March 14, 2000 to
      September 30, 2000. In addition, the results of Telpro Technologies'
      operations for the nine months ending September 30, 2000 have been
      presented separately. As a result of Linc.net's acquisition of the
      remaining outstanding voting interest in Telpro Technologies, its equity
      interest in Telpro Technologies' earnings has been eliminated in the pro
      forma adjustments. See note 2.



    - George M. was acquired on May 2, 2000. Accordingly, George M.'s results
      from May 3, 2000 to September 30, 2000 are included in Linc.net's results
      of operations. The results of George M.'s operations from January 1, 2000
      to May 2, 2000 are presented separately.



    - Utility Consultants was acquired on May 8, 2000. For ease of accounting
      purposes, Utility Consultants' results from May 1, 2000 to September 30,
      2000 are included in Linc.net's results of operations. The results of
      Utility Consultants' operations from January 1, 2000 to April 30, 2000 are
      presented separately.



    - Communicor was acquired on May 10, 2000. Accordingly, Communicor's results
      from May 11, 2000 to September 30, 2000 are included in Linc.net's results
      of operations. The results of Communicor's operations from January 1, 2000
      to May 10, 2000 are presented separately.



    - Craig was acquired on June 16, 2000. Accordingly, Craig's results from
      June 17, 2000 to September 30, 2000 are included in Linc.net's results of
      operations. The results of Craig's operations from January 1, 2000 to
      June 16, 2000 are presented separately.



    The purchase price allocations will be finalized pending completion of fixed
asset appraisals and an analysis of deferred income tax items. We have arranged
to obtain independent appraisals of the acquired fixed assets and expect to
receive these in the fourth quarter of 2000. We are in the process of analyzing
deferred income taxes of the acquired companies and anticipate this analysis to
be completed by the first quarter of 2001. We have estimated the fair market
value and useful lives of the acquired fixed assets and the amounts of deferred
income tax assets and liabilities pending completion of the required
information. While our management does not believe the fair market values will
be significantly different from the estimates used, differences could result
which may impact the remaining useful lives of fixed assets or their values and
the amounts of deferred income tax assets or liabilities. Management does not
believe these differences will have a material impact on either our results of
operations or financial position.


                                       35

                          NOTES TO UNAUDITED PRO FORMA
          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)


  FOR THE YEAR ENDED DECEMBER 31, 1999 AND THE NINE MONTHS ENDED SEPTEMBER 30,
                                 1999 AND 2000


                                 (IN THOUSANDS)


(2) On October 6, 2000, Linc.net acquired the remaining shares of common stock
    in Telpro Technologies that it previously had not owned. Prior to the
    acquisition of the remaining shares, Telpro divested assets and liabilities
    associated with a product line of business into Telpro Products, Inc., a
    newly-formed, minority-owned business. Upon the divestiture, 51% of Telpro
    Products was sold to related parties for promissory notes. The remaining 49%
    was retained by Linc.net. This ownership structure was designed so that
    Telpro Technologies would maintain its minority-owned business enterprise
    status for the purpose of procuring contracts for the sale of
    telecommunications equipment and related services.



    As a result of lack of control of Telpro Products, the investment is
    accounted for using the equity method of accounting and, as such, the
    results of operations are not consolidated with Linc.net. The pro forma
    adjustments reflects the elimination of revenue and related costs of goods
    sold of Telpro Products as the amounts are reflected in the Telpro
    Technologies results of operations. Revenues and costs of revenues
    eliminated were $41,076 and $39,734, $34,923 and $33,795, and $106,659 and
    $101,845, for the year ended December 31, 1999, the nine months ended
    September 30, 1999 and the nine months ended September 30, 2000,
    respectively. Under an agreement between Telpro Technologies and Telpro
    Products, certain amounts will be paid to Telpro Technologies by Telpro
    Products for administrative and support services. For the year ended
    December 31, 1999 and for the nine months ended September 30, 1999 and 2000,
    the estimated payments were $1,342, $1,128 and $4,814, respectively. These
    estimated payments have been reflected as pro forma additions to net
    revenues. For the periods presented, the Company estimates that the amount
    of the payments would approximate the gross profit generated from the Telpro
    Products operations, and as such, there is no net effect of the elimination
    of Telpro Products on the pro forma adjustments on gross profit.



(3) Adjustment to eliminate specific costs incurred by the acquired companies as
    follows:





                                  FOR THE YEAR         FOR THE NINE         FOR THE NINE
                                      ENDED            MONTHS ENDED         MONTHS ENDED
                                DECEMBER 31, 1999   SEPTEMBER 30, 1999   SEPTEMBER 30, 2000
                                -----------------   ------------------   ------------------
                                                                
Elimination of a portion of
  management salaries under
  employment agreements (a)...      $ (4,271)            $(2,765)              $(298)
Elimination of certain costs
  directly attributed to the
  transaction (b).............        (7,700)                 --                  --
                                    --------             -------               -----
    Total.....................      $(11,971)            $(2,765)              $(298)
                                    ========             =======               =====
        Related to cost of
          sales...............      $ (2,563)            $(1,660)              $(179)
        Related to selling,
          general and
          administrative......        (1,708)             (1,105)               (119)
        Related to other
          expenses............        (7,700)                 --                  --
                                    --------             -------               -----
                                    $(11,971)            $(2,765)              $(298)
                                    ========             =======               =====



    ------------------------------


    (a) Adjustment to reflect the elimination of a portion of compensation,
       benefits and other expenses of owners and managers of the related
       acquired companies to reflect the compensation expense under new
       employment agreements signed contemporaneously with each such
       acquisition. The pro forma adjustment is shown solely as a result of
       changed circumstances that does or will exist after the related
       acquisition. Furthermore, the duties and responsibilities of the related
       employees has not and will not be diminished with the result that other
       costs may be incurred that could offset the pro forma


                                       36

                          NOTES TO UNAUDITED PRO FORMA
          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)


  FOR THE YEAR ENDED DECEMBER 31, 1999 AND THE NINE MONTHS ENDED SEPTEMBER 30,
                                 1999 AND 2000


                                 (IN THOUSANDS)


       adjustment. This information is necessary for investors to realistically
       assess the impact of the acquisitions. Such amounts are summarized as
       follows:





                          FOR THE YEAR         FOR THE NINE         FOR THE NINE
                              ENDED            MONTHS ENDED         MONTHS ENDED
                        DECEMBER 31, 1999   SEPTEMBER 30, 1999   SEPTEMBER 30, 2000
                        -----------------   ------------------   ------------------
                                                        
Capital Land
  Services............       $   171             $    29               $  --
Muller & Pribyl.......           (50)                 49                  --
C&B...................          (106)                (79)                 --
North Shore Cable.....           127                  99                  11
Telpro Technologies...        (2,047)               (690)                 --
George M..............          (711)               (753)                 45
Utility Consultants...          (296)               (143)               (263)
Communicor............           133                  99                  68
Craig.................          (102)               (130)                 50
Felix.................        (1,149)             (1,065)                (88)
InterCon..............          (241)               (181)               (121)
                             -------             -------               -----
                             $(4,271)            $(2,765)              $(298)
                             =======             =======               =====




    (b) Adjustment to eliminate certain closing costs and bonuses paid
       contingent upon the related acquisition for Capital Land Services, Muller
       & Pribyl and C&B for the year ended December 31, 1999, which was
       $(2,259), $(4,485) and $(956), respectively.



(4) Adjustment represents the additional costs associated with new corporation
    offices including payroll, rent and other expenses of approximately $5,000
    for the year ended December 31, 1999 and $3,750 for each of the nine month
    periods ended September 30, 1999 and 2000.



(5) Adjustment reflects the additional goodwill amortization associated with the
    acquisitions as if such acquisitions had occurred at the beginning of the
    period presented. For pro forma purposes, goodwill is being amortized over a
    period of 20 years. The amortization of goodwill is summarized as follows:





                                    FOR THE YEAR
                                       ENDED          FOR THE NINE         FOR THE NINE
                                    DECEMBER 31,      MONTHS ENDED         MONTHS ENDED
                                        1999       SEPTEMBER 30, 1999   SEPTEMBER 30, 2000
                                    ------------   ------------------   ------------------
                                                               
Capital Land Services.............     $   602           $  452               $  452
Muller & Pribyl...................       1,435            1,076                1,076
C&B...............................       1,272              954                  954
North Shore Cable.................         273              205                  205
Telpro Technologies...............       2,415            1,811                1,811
George M..........................         626              470                  470
Utility Consultants...............         479              359                  359
Communicor........................         673              505                  505
Craig.............................         895              671                  671
Felix.............................       3,266            2,450                2,450
InterCon..........................       1,234              926                  926
                                       -------           ------               ------
Total pro forma goodwill..........     $13,170            9,879                9,879
Recorded goodwill amortization....         136               --                4,084
                                       -------           ------               ------
Pro forma adjustment..............     $13,034           $9,879               $5,795
                                       =======           ======               ======



                                       37

                          NOTES TO UNAUDITED PRO FORMA
          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)


  FOR THE YEAR ENDED DECEMBER 31, 1999 AND THE NINE MONTHS ENDED SEPTEMBER 30,
                                 1999 AND 2000


                                 (IN THOUSANDS)


(6) Increase in interest expense to reflect the interest associated with
    borrowings at Linc.net's current rate of 10 3/8% under Linc.net's credit
    facilities to finance the completed acquisitions plus the related
    amortization of deferred financing fees, as if the credit facility had been
    consummated as of the beginning of the period presented, summarized as
    follows:





                                    FOR THE YEAR
                                       ENDED          FOR THE NINE         FOR THE NINE
                                    DECEMBER 31,      MONTHS ENDED         MONTHS ENDED
                                        1999       SEPTEMBER 30, 1999   SEPTEMBER 30, 2000
                                    ------------   ------------------   ------------------
                                                               
Capital Land Services.............     $   983          $   737              $   737
Muller & Pribyl...................       3,048            2,286                2,286
C&B...............................       2,668            2,001                2,001
North Shore Cable.................         422              317                  317
Telpro Technologies...............       2,628            1,971                1,971
George M..........................       1,587            1,190                1,190
Utility Consultants...............         787              590                  590
Communicor........................       1,259              944                  944
Craig.............................       1,750            1,313                1,313
Felix.............................       6,943            5,207                5,207
                                       -------          -------              -------
Total pro forma interest
  expense.........................      22,075           16,556               16,556
Recorded interest expense.........       3,976              785               12,580
                                       -------          -------              -------
Pro forma adjustment..............     $18,099          $15,771              $ 3,976
                                       =======          =======              =======




(7) Prior to the completion of the offering, Linc.net expects to amend and
    restate their credit facility to allow for additional borrowings of $25,000,
    the proceeds of which will be used to finance the InterCon acquisition.
    Interest is assumed to initially accrue at 12 1/2% on this additional
    indebtedness. Linc.net will also borrow approximately $6,965 under its
    revolver to finance a portion of the costs and purchase price of the
    InterCon acquisition. The borrowings will accrue interest at 11 3/8%. We
    estimate that customary fees will be paid in connection with such borrowings
    and have approximated these fees at $6,815. The pro forma interest expense
    relating to the InterCon acquisition for the periods presented is set forth
    below:





                                    FOR THE YEAR
                                       ENDED          FOR THE NINE         FOR THE NINE
                                    DECEMBER 31,      MONTHS ENDED         MONTHS ENDED
                                        1999       SEPTEMBER 30, 1999   SEPTEMBER 30, 2000
                                    ------------   ------------------   ------------------
                                                               
Accrued interest expense..........     $3,918            $2,938               $2,938
Amortization of deferred
  financing costs.................      1,240               930                  930
                                       ------            ------               ------
Pro forma interest expense........     $5,158            $3,868               $3,868
                                       ======            ======               ======




(8) Adjusted to reflect the income tax effect of the pro forma and offering
    adjustments and the income tax effect of the acquired companies becoming C
    corporations, as applicable, assuming an estimated effective federal and
    state tax rate of 39.0%.



(9) Increase in preferred stock dividends to reflect the issuance of $127,326 of
    Series A mandatorily redeemable preferred stock of which $16,075 will be
    issued in connection with the InterCon acquisition, and $5,760 of Series B
    redeemable preferred stock, that accumulates dividends at a rate of 10% per
    annum of the


                                       38

                          NOTES TO UNAUDITED PRO FORMA
          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)


  FOR THE YEAR ENDED DECEMBER 31, 1999 AND THE NINE MONTHS ENDED SEPTEMBER 30,
                                 1999 AND 2000


                                 (IN THOUSANDS)


    liquidation value of $1 per share, issued to finance the acquisitions as of
    the beginning of the period presented summarized as follows:





                                    FOR THE YEAR
                                       ENDED          FOR THE NINE         FOR THE NINE
                                    DECEMBER 31,      MONTHS ENDED         MONTHS ENDED
                                        1999       SEPTEMBER 30, 1999   SEPTEMBER 30, 2000
                                    ------------   ------------------   ------------------
                                                               
Capital Land Services.............    $   (871)         $  (653)             $  (653)
Muller & Pribyl and C&B...........      (2,855)          (2,141)              (2,141)
North Shore Cable.................        (231)            (173)                (173)
Telpro Technologies...............      (2,320)          (1,740)              (1,740)
George M..........................        (641)            (480)                (480)
Utility Consultants...............        (905)            (680)                (680)
Communicor........................        (130)             (98)                 (98)
Craig.............................        (735)            (551)                (551)
Felix.............................      (3,012)          (2,259)              (2,259)
InterCon..........................      (1,608)          (1,206)              (1,206)
                                      --------          -------              -------
Pro forma preferred stock
  dividends.......................     (13,308)          (9,981)              (9,981)
Recorded preferred stock
  dividends.......................        (252)              --               (5,283)
                                      --------          -------              -------
Pro forma preferred stock dividend
  adjustment......................    $(13,056)         $(9,981)             $(4,698)
                                      ========          =======              =======




    In connection with our offering, we will convert our Series A and Series B
    preferred stock to common stock. As such, the pro forma offering adjustments
    reflect an elimination of preferred stock dividends.



(10) Adjustment reflects estimated proceeds and uses of such proceeds assuming
    the consummation of the $75,200 offering of 4,700,000 shares of Linc.net's
    common stock at an initial public offering price of $16.00 per share,
    computed as follows:



                                                           
Gross proceeds from the issuance of Linc.net common stock...  $75,200
Underwriting fees...........................................    5,264
Other expenses withheld from proceeds.......................    2,000
                                                              -------

Net proceeds available......................................   67,936
Repayment of indebtedness under the senior credit
  facility..................................................   33,968
                                                              -------
Excess cash.................................................  $33,968
                                                              =======




                                       39


            UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2000




                                                                                                               TELPRO
                                                                                             INTERCON       TECHNOLOGIES
                                                              TELPRO                       ACQUISITION      ACQUISITION
                                     LINC.NET   INTERCON   TECHNOLOGIES   HISTORICAL(1)   ADJUSTMENTS(2)   ADJUSTMENTS(3)
                                     --------   --------   ------------   -------------   --------------   --------------
                                                                        (IN THOUSANDS)
                                                                                         
ASSETS:
Current assets:
Cash and cash equivalents..........  $  6,109   $    --       $    --       $  6,109          $46,375 (7)     $ 11,236 (7)
                                                                                              (46,375)(7)      (11,236)(7)
Accounts receivable................    93,861     6,690        22,350        122,901               --          (24,301)
Costs and estimated earnings in
  excess of billings on uncompleted
  contracts........................    32,399     2,203         5,999         40,601               --               --
Inventory..........................     1,019        --         2,288          3,307               --           (1,774)
Prepaids and other assets..........     5,004        --           152          5,156               --               --
Due from affiliate.................    14,021        --         2,195         16,216               --          (16,216)
                                     --------   -------       -------       --------       ----------         --------
Total current assets...............   152,413     8,893        32,984        194,290               --          (42,291)

Fixed assets, net..................    39,805    11,057         1,798         52,660               --               --
Goodwill, net......................   186,559        --           406        186,965           26,262           41,090
Investment in affiliate............    22,843        --            --         22,843               --          (22,843)
                                                                                                                   209

Deferred financing costs, net......     5,462        --            --          5,462            3,375(7)            --
Due from affiliate.................        --        --            --             --               --              217
Other noncurrent assets............     1,717        --           171          1,888               --               --
                                     --------   -------       -------       --------       ----------         --------
    Total assets...................  $408,799   $19,950       $35,359       $464,108          $29,637         $(23,618)
                                     ========   =======       =======       ========       ==========         ========



                                                  OFFERING        PRO FORMA,
                                     PRO FORMA   ADJUSTMENTS      AS ADJUSTED
                                     ---------   -----------      -----------
                                                  (IN THOUSANDS)
                                                         
ASSETS:
Current assets:
Cash and cash equivalents..........  $  6,109      $33,968(9)      $ 40,077

Accounts receivable................    98,600           --           98,600
Costs and estimated earnings in
  excess of billings on uncompleted
  contracts........................    40,601           --           40,601
Inventory..........................     1,533           --            1,533
Prepaids and other assets..........     5,156           --            5,156
Due from affiliate.................        --                            --
                                     --------      -------         --------
Total current assets...............   151,999       33,968          185,967
Fixed assets, net..................    52,660           --           52,660
Goodwill, net......................   254,317           --          254,317
Investment in affiliate............       209           --              209

Deferred financing costs, net......     8,837           --            8,837
Due from affiliate.................       217           --              217
Other noncurrent assets............     1,888           --            1,888
                                     --------      -------         --------
    Total assets...................  $470,127      $33,968         $504,095
                                     ========      =======         ========



                                       40


            UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2000




                                                                                                               TELPRO
                                                                                             INTERCON       TECHNOLOGIES
                                                              TELPRO                       ACQUISITION      ACQUISITION
                                     LINC.NET   INTERCON   TECHNOLOGIES   HISTORICAL(1)   ADJUSTMENTS(2)   ADJUSTMENTS(3)
                                     --------   --------   ------------   -------------   --------------   --------------
                                                                        (IN THOUSANDS)
                                                                                         
LIABILITIES AND STOCKHOLDERS'
  EQUITY:
Current liabilities:
Current portion of long-term
  debt.............................  $  8,827   $   281       $    17         $9,125            $(281)(5)          $--
Revolving credit facility..........    16,750        --            --         16,750            3,525 (5)           --
Accounts payable and accrued
  expenses.........................    55,943     3,212        24,573         83,728               --          (25,649)
Billings in excess of costs and
  estimated earnings on uncompleted
  contracts........................     4,154        --           787          4,941               --               --
Current portion of capital lease
  obligations......................       638        --            --            638               --               --
                                     --------   -------       -------       --------       ----------       ----------
Total current liabilities..........    86,312     3,493        25,377        115,182            3,244          (25,649)

Long-term debt, less current.......   188,029     7,414            34        195,477           (7,414)(4)        5,440 (5)
                                                                                               25,000 (5)
Capital lease obligations, less
  current portion..................       293        --            --            293               --               --
Deferred income tax................       626        --            --            626
Series A mandatorily redeemable
  preferred stock..................   119,612        --            --        119,612           16,065 (6)        5,216 (6)
Stockholders' equity:
Series B redeemable preferred
  stock............................     6,065        --            --          6,065               --               --
Common stock.......................        13        --            --             13                2 (6)            1 (6)
Additional paid-in capital.........    13,326       412           743         14,481             (412)
                                                                                                1,783 (6)          579 (6)
Retained earnings (deficit)........    (2,620)    8,631         9,205         15,216           (8,631)          (9,205)
Stockholders' loans................      (367)       --            --           (367)              --               --
Excess of purchase price over
  predecessor basis................    (2,490)       --            --         (2,490)              --               --
                                     --------   -------       -------       --------       ----------       ----------
Total stockholders' equity.........    13,927     9,043         9,948         32,918           (7,258)          (8,625)
                                     --------   -------       -------       --------       ----------       ----------
Total liabilities and stockholders'
  equity...........................  $408,799   $19,950       $35,359       $464,108          $29,637         $(23,618)
                                     ========   =======       =======       ========       ==========       ==========



                                                  OFFERING     PRO FORMA,
                                     PRO FORMA   ADJUSTMENTS   AS ADJUSTED
                                     ---------   -----------   -----------
                                                (IN THOUSANDS)
                                                      
LIABILITIES AND STOCKHOLDERS'
  EQUITY:
Current liabilities:
Current portion of long-term
  debt.............................  $  8,844     $     --      $  8,844
Revolving credit facility..........    20,275           --        20,275
Accounts payable and accrued
  expenses.........................    58,079           --        58,079
Billings in excess of costs and
  estimated earnings on uncompleted
  contracts........................     4,944           --         4,941
Current portion of capital lease
  obligations......................       638           --           638
                                     --------     --------      --------
Total current liabilities..........    92,777           --        92,777
Long-term debt, less current.......   218,503      (33,968)(9)   184,535
                                           --
Capital lease obligations, less
  current portion..................       293           --           293
Deferred income tax................       626                        626
Series A mandatorily redeemable
  preferred stock..................   140,893     (140,893)(8)(9)        --
Stockholders' equity:
Series B redeemable preferred
  stock............................     6,065       (6,065)(8)        --
Common stock.......................        16          139 (8)(9)       155
Additional paid-in capital.........    16,431
                                                   214,755(8)(9)   231,186
Retained earnings (deficit)........    (2,620)                    (2,620)
Stockholders' loans................      (367)          --          (367)
Excess of purchase price over
  predecessor basis................    (2,490)          --        (2,490)
                                     --------     --------      --------
Total stockholders' equity.........    17,035      208,829       225,864
                                     --------     --------      --------
Total liabilities and stockholders'
  equity...........................  $470,127     $ 33,968      $504,095
                                     ========     ========      ========



                                       41

       NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET


                               SEPTEMBER 30, 2000


                                 (IN THOUSANDS)


 (1) The historical data gives pro forma effect to the acquisitions of InterCon
     and Telpro Technologies as if the transactions were consummated on
     September 30, 2000. The data was derived from the related corresponding
     company's historical balance sheets at September 30, 2000. On August 31,
     2000, we agreed to acquire all of the outstanding capital stock of
     InterCon. We expect to complete the acquisition of InterCon at or near the
     completion of this offering. See Note 4 regarding the Telpro Technologies
     acquisition.



 (2) On August 31, 2000, we agreed to acquire all of the outstanding capital
     stock of InterCon. We expect to complete the acquisition of InterCon at or
     near the completion of this offering. The unaudited pro forma condensed
     consolidated balance sheet presents InterCon's financial position
     separately as of September 30, 2000, and was derived from the unaudited
     historical balance sheet at such date included elsewhere in this
     prospectus. InterCon will be accounted for as a purchase in accordance with
     Accounting Principles Board Opinion No. 16, "Business Combinations." (APB
     No. 16). The purchase price will be allocated to tangible and identifiable
     intangible assets and liabilities based upon preliminary estimates of their
     fair values, with the excess of purchase price, including direct
     acquisition costs, over fair value allocated to goodwill. We have not yet
     determined a final allocation of the purchase price of InterCon as current
     information regarding the fair values of assets acquired is not available
     and accordingly, the allocation may differ from the amounts ultimately
     determined.



 (3) On March 13, 2000 and May 19, 2000, Linc.net acquired cumulatively 49% of
     the outstanding voting stock of Telpro Technologies (Telpro Technologies or
     Telpro). On October 6, 2000, Linc.net acquired the remaining outstanding
     voting stock. Prior to the acquisition of the remaining stock, Linc.net
     accounted for its investment on the equity basis of accounting as Linc.net
     did not have control. Linc.net's investment in Telpro and its equity
     interest in Telpro's earnings from March 14, 2000 to September 30, 2000 are
     included in Linc.net's historical balance sheet at September 30, 2000 as an
     investment in affiliate. Linc.net's investment in affiliate account in
     connection with its 49% interest in Telpro Technologies reflects $3,325 of
     equity in income of investee and approximately $17,000 of goodwill. Telpro
     Technologies' September 30, 2000 historical balance sheet is presented
     separately for purposes of giving pro forma effect at September 30, 2000 to
     Linc.net's 100% acquisition of Telpro Technologies.



    The Telpro acquisition was accounted for as a purchase in accordance with
    APB No. 16, "Business Combinations." The purchase price is being allocated
    to tangible and identifiable intangible assets and liabilities based upon
    preliminary estimates of their fair values, with the excess of purchase
    price, including direct acquisition costs, over fair value allocated to
    goodwill. We have not yet determined a final allocation of the purchase
    price of Telpro Technologies as current information regarding the fair
    values of assets acquired is not available and accordingly, the allocation
    may differ from the amounts ultimately determined. The pro forma adjustments
    include the elimination of certain assets and liabilities divested into
    Telpro Products, Inc., a newly formed, minority-owned business, shortly
    before October 6, 2000. The divested assets and liabilities were transferred
    in exchange for 100% of Telpro Products, Inc.'s outstanding capital stock,
    of which 51% was simultaneously sold in exchange for promissory notes from
    related parties and 49% was retained by Linc.net. The sale did not result in
    any gain or loss to Telpro because Telpro Technologies owns only a 49%
    non-controlling voting interest in Telpro Products, Inc. and Telpro
    Products, Inc. is not consolidated with Linc.net.



(4) Adjustment reflects the elimination of long-term debt recorded on the
    respective acquired company's historical balance sheet as the obligations
    were retired at closing.



 (5) Adjustment reflects the increase in long-term debt associated with
     borrowings under the senior credit facility in connection with the
     acquisitions.


                                       42

 NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (CONTINUED)


                               SEPTEMBER 30, 2000


                                 (IN THOUSANDS)


 (6) Adjustment reflects the increase in equity associated with the issuance of
     10% cumulative mandatorily redeemable preferred stock and common stock to
     certain shareholders and key employees of the acquired businesses below as
     follows:





                                                                            TELPRO
                                                              INTERCON   TECHNOLOGIES    TOTAL
                                                              --------   ------------   --------
                                                                               
Preferred stock--Series A...................................  $16,065      $  5,216     $21,281
Common stock--par...........................................        2             1           3
Common stock--additional paid in capital....................    1,783           579       2,362
                                                              -------      --------     -------
Proceeds from issuance of stock.............................  $17,850      $  5,796     $23,646
                                                              =======      ========     =======




(7) Adjustment reflects the gross sources and uses of cash as follows:





                                                                            TELPRO
                                                              INTERCON   TECHNOLOGIES    TOTAL
                                                              --------   ------------   --------
                                                                               
Sources:
  Proceeds from new borrowings..............................  $25,000       $ 5,440     $ 30,440
  Proceeds from borrowings under revolver...................    6,965            --        6,965
  Proceeds from stock issuances.............................   17,850         5,796       23,646
                                                              -------       -------     --------
Total Sources...............................................  $49,815       $11,236     $ 61,051
                                                              =======       =======     ========
Uses:
  Purchase price............................................  $40,600       $11,236     $ 51,836
  Financing costs...........................................    6,815            --        6,815
  Direct acquisition costs..................................    2,400            --        2,400
                                                              -------       -------     --------
Total uses..................................................  $49,815       $11,236     $ 61,051
                                                              =======       =======     ========




 (8) Adjustments reflect the reclassification of all the outstanding shares of
     Series A mandatorily redeemable preferred stock and Series B redeemable
     preferred stock into a single class of common stock assuming the number of
     shares to be issued in this reclassification will be determined by dividing
     the liquidation value of each such share plus accrued and unpaid dividends
     thereon by the value of a share of our common stock based on the initial
     public offering price of $16.00 per share.



 (9) Adjustment reflects estimated proceeds and uses of such proceeds assuming
     the consummation of the $75,200 offering of 4,700 shares of Linc.net's
     common stock at an initial public offering price of $16.00 per share,
     computed as follows:



                                                           
Gross proceeds from the issuance of Linc.net common stock...  $75,200
Underwriting fees...........................................    5,264
Other expenses paid with proceeds...........................    2,000
                                                              -------

Net proceeds................................................   67,936
Repayment of indebtedness under senior credit facility......   33,968
                                                              -------
Excess cash.................................................  $33,968
                                                              =======




                                       43

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


    THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL
STATEMENTS AND THE NOTES TO THOSE STATEMENTS AND OTHER FINANCIAL INFORMATION
APPEARING ELSEWHERE IN THIS PROSPECTUS. WE HAVE INCLUDED INFORMATION IN THIS
SECTION INCORPORATING THE OPERATIONS OF INTERCON AS A RESULT OF OUR BELIEF THAT
THE INTERCON ACQUISITION WILL BE COMPLETED IN ACCORDANCE WITH THE TERMS SET
FORTH IN THIS PROSPECTUS. IF THE INTERCON ACQUISITION IS NOT COMPLETED, OR THE
TERMS CHANGE, THE INFORMATION IN THIS PROSPECTUS THAT GIVES EFFECT TO SUCH
ACQUISITION ON THE TERMS SET FORTH IN THIS PROSPECTUS WOULD NOT BE RELEVANT TO
YOU.


GENERAL


    We were established in October 1999 as a platform on which to build,
initially through acquisitions, a full-service provider of network
infrastructure services, with significant operations in network infrastructure
engineering, last mile deployment and central office installation markets. We
perform engineering, program management and installation of fiber optic and
other cabling and related equipment for wireless and wireline telecommunications
providers. We provide our services to telecommunications, Internet and cable
television providers, and to a lesser extent, energy companies. We engineer,
install and maintain electronic, digital subscriber line and optical
telecommunications equipment in the central offices of major network providers.



    We were formed by Banc One Venture Partners and Saunders Karp & Megrue. Banc
One Venture Partners manages over $2.0 billion in equity capital from Bank One
Corporation. Currently, Banc One Venture Partners has approximately $200.0
million of direct investments in 20 companies. Founded in 1990, Saunders Karp &
Megrue, L.P. is a private equity firm managing over $1.7 billion of private
equity capital. Currently, Saunders Karp & Megrue, through the funds it manages,
has invested approximately $695.0 million through the completion of 29 platform
acquisitions and over 30 add-on acquisitions.



    We continuously evaluate attractive acquisition opportunities and, at any
given time, may be engaged in discussions with respect to possible material
acquisitions or other business combinations. From time to time, we enter into
letters of intent with potential acquisition targets. There can be no assurance
that any such potential acquisitions will be consummated. We are currently
evaluating acquisition opportunities located in the southwestern, northeastern
and southeastern regions of the United States that we believe will increase our
expertise in the central office installation market. Although we have
discussions with various companies to assess opportunities on an ongoing basis,
we do not currently have a definitive agreement with respect to any material
acquisition or joint venture other than the pending acquisition of InterCon.



    We have historically paid for our acquisitions through a combination of bank
borrowings and equity contributions from affiliates of Banc One Venture Partners
and Saunders Karp & Megrue. The following


                                       44


table sets forth the name, a brief business description and purchase date of
each of the ten companies we have acquired since October 1999:





                                                                                                    DATE OF
                    NAME                      BUSINESS DESCRIPTION                                ACQUISITION
                    ----                      --------------------                           ----------------------
                                                                                       
Capital Land Services, Inc..................  Provider of project management and related     October 19, 1999
                                              services to telecommunications firms
M&P Utilities, Inc. and Muller &
Pribyl Utilities, Inc.......................  Provider of network infrastructure             December 21, 1999
                                              installation services
C&B Associates II, Ltd. and C&B
Associates, Ltd.............................  Provider of network installation services      December 21, 1999
                                              primarily to telecommunications firms
North Shore Cable Contractors, Inc..........  Provider of network infrastructure             January 21, 2000
                                              installation services
Telpro Technologies, Inc....................  Provider of telecommunications equipment,      March 13, 2000
                                              engineering, design and installation
                                              services to central offices
George M. Construction, Inc.................  Provider of last mile network infrastructure   May 2, 2000
                                              installation services
Utility Consultants, Inc....................  Provider of engineering services to            May 8, 2000
                                              telecommunications and energy firms
Communicor Telecommunications, Inc..........  Provider of last mile network infrastructure   May 10, 2000
                                              installation services
Craig Enterprises, Inc......................  Provider of network infrastructure             June 16, 2000
                                              installation services
Felix Equities, Inc. and affiliates.........  Provider of network infrastructure             August 3, 2000
                                              installation services
InterCon Construction, Inc..................  Provider of network infrastructure             Pending
                                              installation services




For more information on how we have combined these business units within our
organization, see "Business."


    Our primary types of contracts with our customers include:


    - design and/or installation contracts for specific projects,



    - master service agreements for all design and/or installation and
      maintenance services within a defined geographic territory and



    - end-to-end agreements for comprehensive design, engineering, installation,
      procurement and maintenance services.



    The majority of our contracts, whether master service agreements or
contracts for specific projects, provide that we will furnish a specified unit
of service for a specified unit of price. For example, we contract to install
cable for a specified rate per foot. We recognize revenue as the related work is
performed. A portion of our work is performed under percentage-of-completion
contracts. Under this method, revenue is recognized on a cost-to-cost method
based on the percentage of total cost incurred to date in proportion to total
estimated cost to complete the contract. Customers are billed with varying
frequency--weekly, monthly or upon achievement of certain milestones.



    We perform a significant portion of our services under master service
agreements, which typically are exclusive service agreements to provide all of
the customer's network requirements up to a specified dollar


                                       45


amount per job within defined geographic areas. These contracts are generally
for two to three years in duration but are typically subject to termination at
any time upon 60 to 180 days prior notice. These agreements generally
contemplate hundreds of individual projects valued at less than $100,000 each.
These master service agreements are typically awarded on a competitive bid
basis, although customers are sometimes willing to negotiate contract extensions
beyond their original terms without opening them up to bid. Master service
agreements are invoiced on a unit basis where invoices are submitted as work is
completed. We currently have approximately 50 master service agreements across
all segments in which we operate.


    Our direct costs include:

    - operations payroll and benefits,

    - equipment and related expenses,

    - subcontractor costs,

    - materials not provided by our customers,

    - insurance and

    - other (e.g., rent, utilities and tools)


    We utilize subcontractor labor generally when the volume of our work exceeds
the capacity of our regularly employed labor force. In addition, we use
subcontractor labor to plan with more flexibility, mitigate risks associated
with employing a full-time labor force and optimize our margins. By utilizing an
established pool of experienced subcontractors, we are able to capture
additional business, which we would otherwise be unable to undertake with only
our in-house work force. The benefit of the additional revenue generated through
the use of subcontracted labor is partially offset by the relatively higher
labor costs as compared to the cost of our internal work force.


    Our customers generally supply materials such as electronic equipment and
fiber optic and other cable, although on some end-to-end projects we supply
these materials. General and administrative costs include all costs of our
management personnel, rent and utilities for our administrative facilities,
travel and business development efforts and back office administration such as
financial services, insurance administration, professional costs and clerical
and administrative overhead.


    Some of our contracts require performance and payment bonds. As of
September 30, 2000, we expended approximately $1.7 million for performance
bonds. Some contracts generally include payment provisions under which 5% to 10%
is withheld until the contract work has been completed. We typically agree to
indemnify our customers against adverse claims and warrant the quality of our
services for specified time periods, usually one year.


RESULTS OF OPERATIONS


    HISTORICAL RESULTS OF OPERATIONS



    Muller & Pribyl is our corporate predecessor for accounting purposes. As
such, our historical results of operations are those of Muller & Pribyl up to
December 21, 1999, the date of our acquisition of Muller & Pribyl, and our
results of operations subsequent to that date. The discussions related to the
period ended December 21, 1999, the years ended December 31, 1998 and 1997 and
the nine months ended September 30, 1999 are the results of operations of Muller
& Pribyl. The nine months ended September 30, 2000 reflect our operations which
include the results of the acquired companies subsequent to the date of their
acquisition. The companies included in the September 30, 2000 results are
Linc.net, Muller & Pribyl, Capital Land Services, C&B, George M., North Shore
Cable, Communicor, Craig, Utility Consultants, Felix and our equity interest in
Telpro Technologies.


                                       46


    Financial information for the period ended December 21, 1999 and for the
years ended December 31, 1998 and 1997 was derived from the audited financial
statements of Muller & Pribyl. Financial information for the nine months ended
September 30, 2000 was derived from our unaudited financial statements and the
financial information for the nine months ended September 30, 1999 was derived
from the unaudited financial statements of Muller & Pribyl.



    NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED
     SEPTEMBER 30, 1999



    As described above, the results of the nine months ended September 30, 2000
include the results of each of the companies acquired as of September 30, 2000
and the results of operations for the nine months ended September 30, 1999 only
include the results of our accounting predecessor, Muller & Pribyl. As such,
unless otherwise noted, any variances are due to the additional companies
included in the results from the nine months ended September 30, 2000 as
discussed in the introduction to this section.



    NET REVENUE.  Net revenue increased $144.3 million from $30.2 million for
the nine months ended September 30, 1999 to $174.5 million for the nine months
ended September 30, 2000.



    COSTS OF SALES.  Costs of sales increased $124.4 million from $21.7 million
for the nine months ended September 30, 1999 to $146.1 million for the nine
months ended September 30, 2000.



    GROSS PROFIT.  Gross profit increased $19.8 million from $8.6 million for
the nine months ended September 30, 1999 to $28.4 million for the nine months
ended September 30, 2000. Gross profit percentage decreased from 28.3% for the
nine months ended September 30, 1999 to 16.3% for the nine months ended
September 30, 2000. The decrease is due to higher gross profit percentage that
Muller & Pribyl generated in the prior period due to mild weather conditions
allowing for higher sales volume coupled with reduced costs of subcontracted
labor.



    GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative expenses
increased $11.0 million from $1.3 million for the nine months ended
September 30, 1999 to $12.3 million for the nine months ended September 30,
2000.



    GOODWILL AMORTIZATION.  Goodwill amortization increased $4.1 million. There
was no goodwill amortization for the nine months ended September 30, 1999 as
compared to $4.1 million for the nine months ended September 30, 2000. The
goodwill amortization reflects the amortization of goodwill associated with the
acquisitions.



    MANAGEMENT FEES.  Management fees increased $.7 million. There were no
management fees for the nine months ended September 30, 1999 as compared to
$.7 million for the nine months ended September 30, 2000. The management fees
are paid in connection with management service agreements entered into with our
principal stockholders upon the formation of Linc.net.



    INTEREST EXPENSE.  Interest expense increased $10.6 million. There was no
interest expense for the nine months ended September 30, 1999 as compared to
$10.6 million for the nine months ended September 30, 2000. The interest expense
was due to indebtedness incurred in connection with the acquisitions.



    EQUITY IN INCOME OF INVESTEES.  Equity in income of investees increased by
$3.3 million. Equity in income of investees represents our interest in the
income of Telpro Technologies, our 49% owned subsidiary. Our equity interest in
the subsidiary was not purchased until October 6, 2000 and as such, no equity in
income was recognized for the nine months ended September 30, 1999. Telpro
Technologies is now consolidated into our operating results and, as such, we
will no longer recognize our equity interest in its income.



    NET INCOME.  Net income decreased $8.8 million from $7.3 million for the
nine months ended September 30, 1999 to $(1.5) million for the nine months ended
September 30, 2000. The decrease was due to the higher gross profit percentages
Muller & Pribyl was experiencing in the prior year and the impact of


                                       47


interest expense and goodwill amortization as discussed above, offset by equity
income also discussed above.



    PERIOD ENDED DECEMBER 21, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998



    NET REVENUE.  Net revenue increased $15.0 million or 51.9% from
$28.9 million for the year ended December 31, 1998 to $43.9 million for the
period ended December 21, 1999. The increase was due primarily to the addition
of a significant new customer in the broadband industry, as well as an overall
increase in demand for broadband infrastructure services.



    COSTS OF SALES.  Costs of sales increased $10.0 million or 44.1% from
$22.7 million for the year ended December 31, 1998 to $32.7 million for the
period ended December 21, 1999. The increase in costs of sales was due to the
overall increase in net revenues resulting in increases in related costs. Costs
of sales did not increase at the rate of the increase in net revenue due to
fixed costs, including depreciation and amortization, and favorable costs on
subcontracted labor.



    GROSS PROFIT.  Gross profit increased $5.0 million or 80.6% from
$6.2 million for the year ended December 31, 1998 to $11.2 million for the
period ended December 21, 1999. Gross profit percentage increased from 21.5% for
the year ended December 31, 1998 to 25.5% for the period ended December 21,
1999. The increase is primarily attributed to strong gross profit percentage on
the broadband infrastructure revenue increases and higher margins on
subcontracted labor.



    GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative expenses
increased $.4 million or 28.6% from $1.4 million for the year ended
December 31, 1998 to $1.8 million for the period ended December 21, 1999. The
increase in general and administrative expenses was primarily due to the
increase in net revenue resulting in increases in related costs.



    TRANSACTION-RELATED COSTS.  In connection with the sale of Muller & Pribyl
to us on December 21, 1999, Muller & Pribyl incurred $4.5 million in sale
related costs during the period ended December 21, 1999. No costs were incurred
during the year ended December 31, 1998.



    INCOME TAXES.  Income tax expense as a percentage of income before taxes
increased from 1.1% for the year ended December 31, 1998 as compared to 1.4% for
the period ended December 21, 1999. Muller & Pribyl was a Subchapter S
Corporation and as such, its income was "passed through" to its owners rather
than being taxed at the corporate level. Income taxes represent state
replacement income taxes.



    NET INCOME.  Net income increased $.1 million or 2.1% from $4.8 million for
the year ended December 31, 1998 to $4.9 million for the period ended
December 21, 1999. The increase in net income is due to the overall increase in
gross margins as described above as offset by the one-time expenses incurred for
the sale of Muller & Pribyl.



    YEAR ENDED DECEMBER 31, 1998 COMPARED TO THE YEAR ENDED DECEMBER 31, 1997



    NET REVENUE.  Net revenue increased $6.3 million or 27.9% from
$22.6 million for the year ended December 31, 1997 to $28.9 million for the year
ended December 31, 1998. The increase was due to increased demand for
installation of fiber optic cable over long distances.



    COSTS OF SALES.  Costs of sales increase $6.3 million or 38.4% from
$16.4 million for the year ended December 31, 1997 to $22.7 million for the year
ended December 31, 1998. The increase in costs of sales was consistent with the
increase in net revenue.



    GROSS PROFIT.  Gross profit was $6.2 million for the year ended
December 31, 1997 and $6.2 million for the year ended December 31, 1998. Gross
profit percentage decreased from 27.6% for the year ended December 31, 1997 to
21.5% for the year ended December 31, 1998. The decrease was due to a
significant fiber optic project completed in 1997 that had unusually high gross
margins.


                                       48


    GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative expenses
remained constant, increasing $.1 million from $1.3 million for the year ended
December 31, 1997 to $1.4 million for the year ended December 31, 1998. Muller &
Pribyl was able to service the additional revenue without adding any corporate
infrastructure.



    INCOME TAXES.  Income tax expense as a percentage of income before taxes
increased from .1% for the year ended December 31, 1997 to 1.1% for the period
ended December 31, 1998. Muller & Pribyl was a Subchapter S Corporation and as
such, its income was "passed through" to its owners rather than being taxed at
the corporate level. Income taxes represent state replacement income taxes.



    NET INCOME.  Net income decreased $.2 million from $5.0 million for the year
ended December 31, 1997 to $4.8 million for the year ended December 31, 1998
primarily due to the completion a higher margin project in 1997.



    PERIOD FROM OCTOBER 19, 1999 TO DECEMBER 31, 1999



    Our operations commenced on October 19, 1999 with our acquisition of Capital
Land Services. The results of operations for the period from October 19, 1999 to
December 31, 1999 are the consolidated results of Linc.net which include the
results of Capital Land Services subsequent to our acquisition, as well as the
results of C&B and Muller & Pribyl subsequent to December 21, 1999, the date of
our acquisition.



    NET REVENUE.  Net revenue was $1.8 million for the period from October 19,
1999 to December 31, 1999.



    COSTS OF SALES.  Costs of sales were $1.6 million for the period from
October 19, 1999 to December 31, 1999.



    GROSS PROFIT.  Gross profit was $.2 million for the period from October 19,
1999 to December 31, 1999. Gross profit percentage was 10.2% for the period from
October 19, 1999 to December 31, 1999.



    GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative expenses
for the period from October 19, 1999 to December 31, 1999 were $.9 million or
49.3% of net revenues. General and administrative expenses as a percentage of
net revenue were higher primarily due to the commencement of operations and the
integration costs associated with the Capital Land Service acquisition and the
establishment of our corporate office including salary and benefits for certain
employees.



    AMORTIZATION OF GOODWILL.  Amortization of goodwill was $.1 million for the
period from October 19, 1999 to December 31, 1999 representing the goodwill
incurred in the acquisitions of Capital Land Services, C&B and Muller & Pribyl
amortized subsequent to acquisition using a economic life of goodwill of 20
years.



    MANAGEMENT FEES.  Management fees were $.3 for the period from October 19,
1999 to December 31, 1999. In connection with our formation we entered into
management service agreements with our principal stockholders. Under the
agreement, we pay an annual management fee of $1 million. The management fees
for the period from October 19, 1999 to December 31, 1999 represent 1/4 of the
annual management fee, representing the approximate duration of the agreement in
1999.



    LOSS FROM OPERATIONS.  Loss from operations was $1 million due principally
to costs incurred in connection with the integration of our newly-acquired
subsidiaries as well as costs associated with the formation of our corporate
office.



    INTEREST EXPENSE.  Interest expense was $.4 million for the period from
October 19, 1999 to December 31, 1999 due to $58.7 million in term loans and
$2.2 million in borrowings under Linc.net's revolving credit facility incurred
in connection with the acquisitions. The borrowings bear interest at rates
ranging from 10.0% to 10.5%.


                                       49


    INCOME TAXES.  Income taxes for the period from October 19, 1999 to
December 31, 1999 was a benefit of $.5 million or an effective tax rate of
38.9%.



    NET LOSS.  Net loss for the period from October 19, 1999 to December 31,
1999 was $1.1 million due to the start up costs associated with the commencement
of the operations of the Company and the integration of its newly acquired
subsidiaries.


    PRO FORMA RESULTS OF OPERATIONS


    The following table sets forth financial data on a pro forma basis and such
data as a percentage of revenues for the periods indicated. Financial data in
this section for the nine months ended September 30, 1999 and 2000 and for the
year ended December 31, 1999 give pro forma effect to the companies we have
acquired since October 1999, as described under the heading "Unaudited Pro Forma
Condensed Consolidated Financial Statements," as if these transactions had
occurred at the beginning of each period presented. See "Unaudited Pro Forma
Condensed Consolidated Financial Statements."





                                                                         NINE MONTHS ENDED
                                                   YEAR ENDED              SEPTEMBER 30,
                                                  DECEMBER 31,    -------------------------------
                                                      1999             1999             2000
                                                 --------------   --------------   --------------
                                                              (DOLLARS IN THOUSANDS)
                                                                          
STATEMENT OF OPERATIONS DATA:
  Net revenue..................................  $420.1   100.0%  $316.8   100.0%  $434.0   100.0%
  Costs of sales...............................   348.6    83.0    257.3    81.2    357.1    82.3
                                                 ------   -----   ------   -----   ------   -----
  Gross profit.................................    71.5    17.0     59.5    18.8     76.9    17.7
  General and administrative expenses..........    37.2     8.9     25.5     8.0     29.0     6.7
  Amortization of goodwill.....................    13.2     3.1      9.9     3.1      9.9     2.3
  Management fees..............................      .3      .1       --      --       .7      .2
  Noncash stock compensation...................      .6      .1       .6      .2       --      --
                                                 ------   -----   ------   -----   ------   -----
  Income from operations.......................    20.2     4.8     23.5     7.5     37.3     8.5
  Interest expense, net........................    23.7     5.6     18.7     5.9     18.7     4.3
  Net income (loss)............................    (1.9)    (.5)     2.9      .9     11.7     2.7

OTHER DATA:
  Depreciation.................................  $  8.7     2.1%  $  6.5     2.1%  $  6.3     1.5%
  Amortization.................................    13.2     3.1      9.9     3.1      9.9     2.3



    PRO FORMA NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO PRO FORMA NINE
    MONTHS ENDED SEPTEMBER 30, 1999


    PRO FORMA NET REVENUE.  Pro forma net revenue increased 37.0%, or
$117.2 million, from $316.8 million for the nine months ended September 30, 1999
to $434.0 million for the nine months ended September 30, 2000. This growth was
attributable in part to a 32.6% increase in pro forma net revenue from our
network infrastructure deployment services customers, which accounted for
$95.9 million, or 81.7%, of the total increase. The increase in network
infrastructure deployment services pro forma net revenue was due to increased
demand from long distance carriers. Pro forma net revenue from our central
office engineering, furnishing and installation customers increased 88.6%, which
accounted for $21.5 million, or 18.3%, of the total increase. This increase in
pro forma net revenue from central office services was due primarily to an
increase in services provided to certain regional bell operating companies,
including approximately $11.1 million to Pacific Bell.



    PRO FORMA COST OF SALES.  Pro forma cost of sales increased 38.8%, or
$99.8 million, from $257.3 million for the nine months ended September 30, 1999
to $357.1 million for the nine months ended September 30, 2000. The increase was
the result of our increased level of business activity. As a percent of


                                       50


pro forma net revenue, pro forma cost of sales remained relatively unchanged at
81.2% for the nine months ended September 30, 1999 compared to 82.2% for the
nine months ended September 30, 2000.



    PRO FORMA GROSS PROFIT.  Pro forma gross profit increased 29.2%, or
$17.4 million, from $59.5 million for the nine months ended September 30, 1999
to $76.9 million for the nine months ended September 30, 2000. The increase was
the result of our increased level of business activity. As a percent of pro
forma net revenue, pro forma gross profit remained relatively unchanged at 18.8%
for the nine months ended September 30, 1999 compared to 17.8% for the nine
months ended September 30, 2000.



    PRO FORMA GENERAL AND ADMINISTRATIVE EXPENSES.  Pro forma general and
administrative expenses increased 13.9%, or $3.5 million, from $25.5 million for
the nine months ended September 30, 1999 to $29.0 million for the nine months
ended September 30, 2000. The increase was due to increased payroll and other
expenses resulting from our growth. As a percent of pro forma net revenue, the
level of general and administrative expenses decreased from 8.0% for the nine
months ended September 30, 1999 to 6.7% for the nine months ended September 30,
2000.



    PRO FORMA MANAGEMENT FEES.  Pro forma management fees increased
$.7 million. In connection with the formation of Linc.net, management service
agreements were entered into with our three principal investor groups. Under the
agreements, we pay annual management fees totaling $1.0 million. For the nine
months ended September 30, 1999 no management fees were incurred as we were not
yet in existence. For the nine months ended September 30, 2000, we incurred
$.7 million in fees under the agreements, which represented nine months of
services. In connection with services rendered by our principal stockholders for
this offering, we terminated those arrangements in exchange for 20,000 shares of
common stock and 1,800 shares of Series A mandatorily redeemable preferred
stock.



    PRO FORMA NON-CASH STOCK COMPENSATION EXPENSE.  Pro forma non-cash stock
compensation expense decreased $.6 million in the nine months ended
September 30, 2000 compared to the same period in 1999. One of our subsidiaries
recognized $.6 million of expense in the nine months ended September 30, 1999,
which represented the difference between the fair value of stock issued to
employees and the price paid for the stock. No non-cash stock compensation
charges were recognized during the nine months ended September 30, 2000. The
Company, subsequent to the acquisitions of its subsidiaries intends on issuing
all stock to employees at fair market value.



    PRO FORMA AMORTIZATION EXPENSE.  Pro forma depreciation and amortization
expense was $9.9 million for the nine months ended September 30, 1999.



    PRO FORMA INCOME FROM OPERATIONS.  Pro forma income from operations
increased $13.8 million, or 58.7%, from $23.5 million for the nine months ended
September 30, 1999 to $37.3 for the nine months ended September 30, 2000. The
increase was attributable to the factors stated above.



    PRO FORMA INTEREST EXPENSE.  Pro forma Interest expense, net was
$18.7 million for the nine months ended September 30, 1999 and 2000.



    PROVISION FOR INCOME TAXES.  Provision for income taxes increased
$5.5 million from $1.9 million for the nine months ended September 30, 1999 to
$7.5 million for the nine months ended September 30, 2000.



    PRO FORMA NET INCOME.  Pro forma net income increased $8.8 million from
$2.9 million for the nine months ended September 30, 1999 to $11.7 million for
the nine months ended September 30, 2000. The increase in pro forma net income
is attributable to the factors stated above.


    PRO FORMA YEAR ENDED DECEMBER 31, 1999


    The pro forma results of operations for the year ended December 31, 1999
include the results of operations of Linc.net for the period October 19, 1999
(inception) to December 31, 1999, adjusted to give effect to the results of
operations of the 10 completed acquisitions and one pending acquisition as if
they


                                       51


had all occurred at the beginning of 1999. Because we were formed on
October 19, 1999, the majority of our pro forma results of operations for the
year ended December 31, 1999, represent the historical results of the
11 companies we have acquired or plan to acquire, prior to their acquisition by
us.



    PRO FORMA NET REVENUE.  Pro forma net revenue for the year ended
December 31, 1999 was $420.1 million reflecting revenue for the acquired
companies as if they had been acquired on January 1, 1999. Network infastructure
deployment services accounted for $387.5 million of the pro forma revenue for
the period and central office engineering, furnishing and installation accounted
for $37.8 million of pro forma revenues for the period.



    PRO FORMA COSTS OF SALES.  Pro forma costs of sales was $348.6 million or
83.0% of pro forma revenue. Network infrastructure services accounted for
$324.6 million of the pro forma cost of sales and central office engineering,
furnishing and installation accounted for $24.4 million of the pro forma cost of
sales for the period.



    PRO FORMA GROSS PROFIT.  The pro forma gross profit for the year ended
December 31, 1999 was $71.5 million, or 17.0%, of pro forma revenue.



    PRO FORMA GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative
expenses on a pro forma basis were $37.2 million, or 8.9% of pro forma revenue
for the year ended December 31, 1999. The pro forma general and administrative
expenses include a pro forma adjustment to give effect to a reduction in
executive compensation of $1.5 million for the year ended December 31, 1999 as a
result of the renegotiation of executive compensation arrangements in connection
with the acquisitions.



    PRO FORMA AMORTIZATION OF GOODWILL.  Pro forma expenses reflect the
amortization of goodwill in the amount of $13.2 million associated with the
acquisitions. Goodwill is being amortized over twenty years.



    PRO FORMA MANAGEMENT FEES.  Pro forma management fees for the year ended
December 31, 1999 were $.3 million. The management fees are in connection with
management service agreements entered into with our principal stockholders upon
the formation of Linc.net.


    PRO FORMA NON-CASH STOCK COMPENSATION EXPENSE.  Pro forma non-cash stock
compensation expense was $.6 million for the year ended December 31, 1999. Prior
to its acquisition, one of our subsidiaries recognized $.6 million of expense
which represented the difference between fair market value of stock issued to
employees and the price paid for the stock. In the future, we intend on issuing
all stock-based compensation at fair market value.


    PRO FORMA INCOME FROM OPERATIONS.  Pro forma income from operations for the
year ended December 31, 1999 was $20.2 million.



    PRO FORMA INTEREST EXPENSE, NET.  Pro forma interest expense, net was
$23.7 million, or 6.5% of net revenue for the year ended December 31, 1999. This
amount represents the pro forma interest expense on outstanding indebtedness
using a pro forma interest rate of 10 3/8%, representing the average interest
rate on our outstanding indebtedness as of September 6, 2000.



    PRO FORMA INCOME TAXES.  Pro forma income taxes was a benefit of
$1.2 million for the year ended December 31, 1999.



    PRO FORMA NET INCOME (LOSS).  Pro forma net loss for the year ended
December 31, 1999 was $1.9 million.


SEASONALITY


    We often experience reduced revenue in the first quarter of each year
relative to other quarters, in part because of year-end budgetary spending
patterns of some of our customers and adverse weather conditions as the onset of
winter affects our ability to render external network services in many regions.


                                       52


Prolonged extreme climate or weather conditions may cause unpredictable
fluctuations in our operating results.


BACKLOG


    At September 30, 2000, we had an estimated backlog, including backlog
related to InterCon, of approximately $359.4 million. Our backlog consists of
the uncompleted portion of services we are to perform under job-specific project
contracts over the next twelve months and the estimated amount of work for the
next twelve months we expect to provide under our master service agreements. A
significant portion of our backlog is related to the estimated amount of work to
be performed under master service agreements. Due to the nature of our
contractual commitments under our master service agreements, our customers are
not committed to specific volumes of services to be purchased under a contract,
but rather we are committed to perform these services if requested by the
customer. However, the customer is obligated to obtain these services from us if
they are not performed by the customer internally. Many of the master service
agreements are multi-year agreements, and we include in our backlog the full
amount of services projected to be performed over the next twelve months (unless
the contract is terminated earlier) under these contracts based on our
historical relationships with our customers and experience in procurements of
this nature. Historically, we have not experienced a material variance between
the amount of services we expect to perform under our contracts and the amount
actually performed for a specified period. There can be no assurance, however,
as to any customer's requirements during a particular period or that such
estimates at any point in time are accurate.


LIQUIDITY AND CAPITAL RESOURCES


    Our principal liquidity requirements are for working capital, consisting
primarily of accounts receivable, costs in excess of billing, accounts payable,
capital expenditures, acquisitions and investments and debt service. Since our
inception, we have funded our operating activities principally from funds
generated from operations, and we have funded our investing activities
principally from funds provided by equity investments and bank debt.



    References to data set forth below for the nine months ended September 30,
2000 and for the period from October 19, 1999, which is the date of our
inception, to December 31, 1999 relate to our liquidity and capital resources.
References to data for the period from January 1, 1999 to December 21, 1999
relate to the liquidity and capital resources of our accounting predecessor,
Muller & Pribyl.



    Cash flows provided by operations were $7.2 million for 1999. Of these cash
flows provided by (used in) operations, $7.3 million was for the period from
January 1, 1999 to December 21, 1999 and $(.1) million was for the period from
October 19, 1999 to December 31, 1999. Cash flows provided by operating
activities were primarily due to net income of $4.1 million, an increase in
accrued expenses of $7.4 million and non cash charges for depreciation and
amortization of $1.7 million. Cash flows used in operations of $34.9 million for
the nine months ended September 30, 2000 were primarily attributable to fundings
to an affiliate of $14.0 million, an increase in accounts receivable of
$13.5 million and an increase in costs and estimated earnings in excess of
billings on contracts in progress of $13.9 million. The cash flows used in
operations were partially offset by $8.5 million in non-cash depreciation and
amortization and a $3.0 million increase in accrued expenses.



    Cash flows used in investing activities were $98.4 million for 1999. Of
these cash flows used in investing activities, $1.3 million related to the
period from January 1, 1999 to December 21, 1999 and $97.1 million related to
the period from October 19, 1999 to December 31, 1999. Cash flows used in
investing activities were primarily due to $97.1 million for the purchase of our
subsidiaries, net of cash acquired. Cash flows used in investing activities for
the nine months ended September 30, 2000 were $200.7 million due primarily to
the acquisition of subsidiaries of $174.2 million, net of cash acquired, and
investments in affiliated companies of $19.5 million during the nine months
ended September 30, 2000. We had no


                                       53


material commitments for capital expenditures at September 30, 2000. We
anticipate capital expenditures for fiscal year 2000 to be in the range of
$10 million to $15 million.



    Cash flows provided by financing activities were $93.4 million for 1999.
Cash flows provided by (used in) financing activities were $(7.3) million for
the period from January 1, 1999 to December 21, 1999 and $100.7 million for the
period from October 19, 1999 to December 31, 1999. The cash flows from financing
activities were primarily due to proceeds from the issuance of debt of $58.7
million, as well as proceeds from the issuance of stock of $41.4 million. Cash
flows provided by financing activities for the nine months ended September 30,
2000 were $238.2 million comprised primarily of proceeds from the issuance of
debt of $139.7 million and proceeds from the issuance of stock of
$91.6 million.



    Since our inception in October, 1999 through September 30, 2000, we have
acquired nine companies and made an investment in another company. We have used
cash of approximately $290.3 million for these acquisitions and investments,
which were funded primarily with proceeds from the issuance of common and
preferred stock and borrowings. Subsequent to September 30, 2000 we agreed to
acquire all of the outstanding stock of InterCon Construction, Inc. for
approximately $43.0 million, including approximately $2.4 million of transaction
costs. In connection with this acquisition, an affiliate of Saunders Karp &
Megrue and certain other existing stockholders will make an equity investment of
approximately $13.9 million in our company and the current management of
InterCon will reinvest approximately $4.0 million of the total acquisition price
in our capital stock. We expect to finance the remainder of the InterCon
purchase price through amounts we may borrow under the proposed amendment to our
existing senior credit facility. However, there can be no assurance that we will
be able to obtain such financing for the InterCon acquisition on favorable terms
if at all or that such acquisition will be completed on the terms set forth in
the InterCon purchase agreement. We expect the purchase price for InterCon to be
attributable primarily to working capital, fixed assets and goodwill.



    We expect to fund future acquisitions through any combination of borrowings
under existing or future credit facilities, issuance of debt securities and
issuance of stock to existing or new shareholders. Certain of the acquisitions
we have made include agreements to make additional payments to the former owners
for achieving certain operating targets within one year of the acquisitions. We
do not expect payments to the former owners under these agreements to be
material to our results of operations, liquidity or financial position.



    We are currently party to a senior credit facility, which matures on
June 16, 2005, with various lending institutions, and PNC Bank, National
Association, as Agent, which provides for revolving credit borrowings in a
maximum principal amount of $30.0 million, Term Loan A borrowings in a maximum
principal amount of $100.0 million and Term Loan B borrowings in a maximum
principal amount of $100.0 million. Borrowings under the senior credit facility
bear interest, at our option, at PNC's prime rate as announced from time to
time, plus a margin, or LIBOR plus a margin. The applicable margin depends on
the type of borrowing, revolving or term, and our then-current leverage ratio.
Our borrowings under the senior credit facility are secured by substantially all
of our assets, including the stock of our subsidiaries.



    The senior credit facility requires us to meet certain financial tests and
contains covenants customary for this type of financing. In addition, covenants
in our senior credit facility require us to use 50% of the proceeds we receive
in specified debt or equity issuances to repay outstanding principal. At
November 20, 2000, there was approximately $218.9 million outstanding and
approximately $11.1 million of unused borrowing capacity under the senior credit
facility. For more information, see "Description of Certain Indebtedness--Senior
Credit Facility."



    Our principal sources of funds following the offering are anticipated to be
cash on hand (approximately $6.1 million on a pro forma basis as of
September 30, 2000), cash flows from operating activities and borrowings under
the senior credit facility. We believe that these funds will provide us with
sufficient liquidity and capital resources for us to meet our current and future
financial obligations, as well as to provide funds for our working capital,
capital expenditures and other needs for the short-term and long-term. No
assurance can be given, however, that this will be the case. We may require
additional equity or


                                       54


debt financing to meet our working capital requirements or to fund our
acquisition activities. There can be no assurance that additional financing will
be available when required or, if available, will be on terms satisfactory to
us. In addition, there can be no assurance that we will be able to obtain
financing for the acquisition of InterCon on favorable terms if at all or that
the acquisition of InterCon will be completed on the terms set forth in the
InterCon purchase agreement.


MARKET RISK


    Market risk is the potential loss arising from adverse changes in market
rates and prices, such as interest rates. We are exposed to changes in interest
rates. All of our debt, including our senior credit facility, is variable rate
debt. Interest rate changes therefore generally do not affect the fair market
value of such debt but do impact future earnings and cash flows, assuming other
factors are held constant. Conversely, for fixed rate debt, interest changes do
not impact future cash flow and earnings, but do impact the fair market value of
such debt, assuming other factors are held constant. Pro forma as of
September 30, 2000, we had variable rate debt of approximately $247.6 million.
Holding other variables constant, including levels of indebtedness, a one
percentage point increase in interest rates would have had an estimated impact
on pre-tax earnings and cash flows for the next year of approximately
$2.5 million.



    We currently have a program in place which covers approximately
$29.2 million of our outstanding indebtedness as of September 30, 2000, for
purposes of reducing our exposure to interest rate fluctuations. On
February 28, 2000, we entered into an interest rate swap agreement with PNC
Bank. The initial notional principal amount of the agreement was $31.0 million,
with such amount decreasing on a quarterly basis to approximately $21.9 million
on March 1, 2003, when the agreement terminates. This agreement establishes a
fixed rate of 10.55% for such debt. Our policy is not to engage in derivative
transactions in order to profit on interest rate fluctuations. Instruments and
transactions we enter into as a hedge must be effective at reducing the risks of
the exposure being hedged.


INFLATION


    The impact of inflation on our business has not been material for the years
ended December 31, 1997, 1998 and 1999 or for the nine months ended
September 30, 1999 and 2000.


RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

    In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities," (FAS 133) which will require all derivatives to be recorded on the
balance sheet at fair value and changes in the fair value of the derivatives to
be recorded in net income or comprehensive income. In June 1999, the FASB issued
Statement No. 137, "Accounting for Derivative Instruments and Hedging
Activities--Deferral of the Effective Date of FASB Statement No. 133" (FAS 137)
that, among other items, defers the date FAS 133 must be adopted to years
beginning after June 15, 2000. Early adoption is permitted. We are currently
evaluating the impact of adopting FAS 133, as amended. However, we do not expect
the adoption of FAS 133 to materially affect our consolidated financial
position, liquidity or results of operations.

                                       55

                                    BUSINESS

OVERVIEW


    We are a full-service provider of network infrastructure services, with
significant operations in the network infrastructure engineering, last mile
deployment and central office installation markets. We perform engineering,
program management and installation of fiber optic and other cabling and related
equipment for wireless and wireline telecommunications providers. We provide our
services to telecommunications, Internet and cable television providers, and to
a lesser extent, energy companies. We engineer, install and maintain electronic,
digital subscriber line and optical telecommunications equipment in the central
offices of major network providers.



    Our objective is to become the leading national provider of end-to-end
network infrastructure services to telecommunications, Internet and cable
television providers by offering our full range of services, either bundled or
separately, under the Linc.net national brand. We were formed in October 1999
and have completed ten acquisitions, building a national presence and a full
range of service offerings. This allows us to market our capabilities and
cross-sell our service offerings to national customers. Our business units have
been in the network infrastructure service business, on average, for more than
20 years. On August 31, 2000, we agreed to acquire all of the outstanding
capital stock of InterCon, a network infrastructure service provider operating
primarily in the midwestern United States. We will selectively pursue additional
acquisitions to bolster our national presence and to augment our service
offerings.



    We have built our business around four functional platforms or national
specialties. One of these functional platforms is our network infrastructure
engineering group. Utility Consultants serves as the foundation for this group.
The second is our central office equipment engineering, furnishing and
installation group. Telpro Technologies serves as the foundation for this group.
The third is our wireless communications infrastructure services group. Capital
Land Services serves as the foundation for this group.



    Our last national specialty focuses on infrastructure deployment, or
installation, services. We have organized this group into four regional hubs,
with satellite operations located in strategic areas. These hubs currently
consist of the:



    - Central Region Installation Group. Muller & Pribyl serves as the
      foundation for this group. In addition, North Shore Cable, with expertise
      in the installation of broadband communications networks, also operates in
      this group. Finally, Communicor's Minneapolis operation provides last mile
      installation expertise in this group.



    - Southwest Region Installation Group. C&B serves as the foundation for the
      Southwest Region Installation Group. In addition, this group is comprised
      of George M., which complements this group with expertise in last mile
      installation services in the Houston and Austin areas, Craig, which
      provides expertise in rock sawing, and Communicor's Phoenix operation,
      which provides last mile installation expertise in Arizona.



    - Eastern Region Installation Group. Felix and its affiliates serve as the
      foundation for this group.



    - Great Lakes Region Installation Group. We expect that InterCon will serve
      as the foundation for this group.



    For more information, see "Management's Discussion and Analysis of Financial
Condition and Results of Operations--General."



    Our diverse customer base includes incumbent local exchange carriers,
competitive local exchange carriers, rural exchange carriers, telecommunications
equipment manufacturers, Internet providers, cable television operators, long
distance carriers, wireless communications companies, co-location facilities
providers and public and private energy companies. We believe that these
customers allow us to operate in


                                       56


a number of different end use markets, increasing our growth opportunities and
reducing our exposure to any single market, geographic location or technology.
At November 15, 2000, on a pro forma basis for the InterCon acquisition,
Linc.net had approximately 3,800 employees, including over 420 network engineers
and over 780 network technicians.


INDUSTRY BACKGROUND

    We believe the following factors will generate increasing demand for our
services:


    DEMAND FOR BANDWIDTH.  The continued increase in telecommunications voice
and data traffic and the emergence of the Internet as a global medium for
communications and commerce have strained existing network capacity and created
a significant demand for additional transmission capacity, or bandwidth. In
order to meet the demands of their customers for additional bandwidth,
telecommunications, Internet and cable television providers must expand or
replace their existing network infrastructures to deliver this bandwidth. We
believe that, as these providers increase capital expenditures to remain
competitive, demand for our services will rise. Both the number of Internet
users and Internet use are expected to continue to rise significantly, as
businesses continue to adopt electronic business models. International Data
Corporation estimates that the number of worldwide Internet users will reach
approximately 327 million by year-end 2000 and surpass 600 million by 2003. In
addition, Forrester Research estimates that business-to-business e-commerce in
the United States will reach $2.7 trillion per year by 2004, while consumers in
the United States will use the Internet to purchase approximately $184 billion
of goods and services online annually by 2004. At the same time, as new
technologies and applications develop to support the richer, more robust
information exchanges that businesses and their consumers seek, they will
challenge existing network capabilities, further stressing much of the existing
infrastructure. As capacity constraints affect the flow of information that
consumers demand, we believe that there will be increased demand for the network
infrastructure services that we provide. Pioneer Consulting, LLC estimates that
Internet bandwidth demand alone in North America will grow at a 122% compound
annual growth rate between 1999 and 2004.



    There is currently no third-party data that addresses specifically the
network infrastructure services market. Based on various sources of industry and
other data that includes information encompassing the markets we serve, however,
we believe that demand for our products and services will increase as a result
of the continued rise in telecommunications voice and data traffic and the
emergence of the Internet as a medium for communications and commerce. Our
growth rate, however, depends on various factors that include currently
available network transmission and management technology, changes in the rates
of adoption of the Internet and other electronic platforms, and the age and
condition of various communications network infrastructures. As a result, our
growth rates may not reflect the growth rates of Internet usage and bandwidth
demand. In addition, there may be competing alternatives to meet the demand for
additional bandwidth. In the event telecommunications and Internet providers
choose these competing technologies to address bandwidth capacity, demand for
our network infrastructure services may increase less than we expect, if at all.
We believe, however, that, to meet the demands of their customers and to remain
competitive, telecommunications, Internet and cable television providers will
continue to expand, upgrade and, in many cases, replace their network
infrastructures to deliver additional bandwidth.



    RAPIDLY CHANGING TECHNOLOGIES.  To meet the demand for increased bandwidth
and functionality, telecommunications providers continue to replace or upgrade
their network equipment, particularly in the network hubs, or central offices,
located throughout their service areas. Central offices are made up of equipment
using complex networking technology, and, like other technologies, the speed,
capacity and other capabilities of this equipment continue to evolve rapidly.
Because technology advances allow network providers to deliver more bandwidth
and enhanced services in a more reliable and cost-effective manner, they
frequently replace existing equipment with newer, more sophisticated
technologies as they become available, increasing demand for the equipment
engineering and installation services that Linc.net provides. Given the current
state of network equipment technology and the magnitude of the demand for


                                       57


network traffic and performance, we believe that networking equipment will
continue to evolve rapidly and that the life cycle for this equipment will
continue to shorten, which will increase demand for our network infrastructure
services.



    LARGE INVESTMENTS NECESSARY TO OVERCOME THE LAST MILE BOTTLENECK.  While the
volume and breadth of information generated by Internet applications and other
broadband services continue to increase, network providers need to supply
additional bandwidth to end-users in the local access network, or last mile. It
is believed that the current copper-based infrastructure of the last mile,
designed to carry voice traffic, will not accommodate the growing bandwidth
requirements. As a result, many end-users, especially residential and small
business customers, have only a limited ability to take advantage of advanced
broadband offerings. In order to maintain and better serve a large customer
base, some network providers are undertaking investment projects designed to
enhance the capabilities of their existing infrastructure, while others are
replacing their networks with a more modern infrastructure. We believe these
factors will lead to increased demand for the services that we provide. In 1998
alone, local exchange carriers reported to the FCC that they invested over
$11.1 billion in fiber optic infrastructure. The FCC estimates, however, that,
as of December 31, 1998, approximately 91% of the total miles of infrastructure
owned by local exchange carriers were still copper-based. Given the rising
demand for bandwidth and the relatively early stage of upgrades in the last
mile, we believe that network providers will continue to make heavy investments
in upgrading the capabilities of the local access network.



    INCREASED DEMAND FOR OUTSOURCED INFRASTRUCTURE SERVICES.  Technological
advances accompanied by deregulation are driving a technological convergence and
consolidation of the telecommunications, Internet and cable television
industries. At the same time, deregulation and competitive demand in these
industries has led to significant additional investment by new and existing
network providers. Because of an overall skill shortage and the rapidly changing
technology and industry landscape, network providers have increasingly found it
more cost-effective to use outside providers for high-quality engineering,
installation and management services, allowing them to focus their internal
resources on core business competencies. We believe that, in selecting network
infrastructure service providers, these companies will increasingly turn to the
few qualified service providers, including Linc.net, who have the size,
financial capability, geographical scope and broad technical expertise to
engineer, manage the installation of and deploy high-quality network solutions
in a timely and cost-efficient manner.


THE LINC.NET SOLUTION


    We provide our customers with network engineering, installation and
maintenance services that, in turn, allow them to deliver their services
reliably and cost-effectively. The following are the key elements of the
Linc.net solution:



    END-TO-END OFFERINGS.  We provide our customers with a full range of network
infrastructure service offerings, including engineering, installation and
maintenance of central office equipment as well as infrastructure design,
deployment and program management. We provide these services either individually
or as a fully integrated, end-to-end bundled offering that we market as Linc.net
e net Solutions(SM). This end-to-end approach allows our customers to engage a
single party who is responsible for all facets of a network installation project
and reduces inefficiencies associated with coordinating multiple vendors. Our
Linc.net e net Solutions(SM) are designed to be highly replicable, but can also
be customized to meet the needs of a particular customer. We provide
comprehensive program management services and follow industry best practices in
the management and delivery of all of our services to ensure a consistent level
of quality and reliability across service offerings and geographic areas. Our
central office installation business unit is in the process of obtaining TL 9000
quality certifications, and we intend to pursue additional certifications for
our other business units as appropriate. TL 9000 quality requirements, which
apply to suppliers of telecommunications hardware, software and services, were
developed by the QuEST forum (The Quality Excellence for Suppliers of
Telecommunications Leadership). We anticipate that we will


                                       58


receive this certification sometime in 2001. We believe our full range of
independent and integrated network service offerings, program management
practices and adherence to quality and industry best practices allow us to
successfully deliver complex, end-to-end network infrastructure solutions in a
timely and cost effective manner.



    ADVANCED NETWORK INFRASTRUCTURE TECHNOLOGY.  We provide proven and reliable
solutions to address complex network infrastructure issues. As a national
service provider, we work with multiple products and technologies and remain
independent of any particular vendor and technology, allowing us to recommend
and deploy those components that best address a customer's particular network
infrastructure needs. Our business units have an established history of
providing services to customers that use complex multi-vendor network
technologies. We have maintained our focus on the latest technologies primarily
by recording and disseminating the important practical experiences that come
from successfully servicing a technologically sophisticated customer base and by
focusing on training and developing our engineers and technicians. In addition,
we are able to use our strong customer relationships to gain early access to new
products and technologies and an understanding of their applicability to actual
network problems and issues. We believe that our focus on advanced technology
allows us to quickly, accurately and cost-effectively address the complex and
critical network infrastructure issues that our customers face.



    NATIONAL PRESENCE.  Convergence and consolidation among telecommunications,
Internet and cable television providers have generated demand for infrastructure
service providers that can quickly respond to their needs on a national basis.
We provide our services through regional and national specialty hubs, giving us
a strong geographic presence in many key markets and the ability to promptly,
economically and consistently respond to our customers needs for network
infrastructure engineering, deployment and management services virtually
anywhere in the United States. In addition, our national presence offers
customers a single source for engineering, design, implementation and management
of network technology and infrastructure solutions across geographies. We
believe that our ability to provide a full range of services on a national basis
allows us to more rapidly and efficiently address the needs of our customers as
they continue to converge and consolidate.



    INDUSTRY EXPERTISE.  Our chief executive officer, Ismael Perera, has spent
his entire professional career in the telecommunications industry and brings to
Linc.net over 30 years of industry experience in network design, deployment and
maintenance. In addition, our business units have a history of successfully
delivering their services to telecommunications, Internet, cable television and
energy companies. The leaders of our various business units have an average of
over 15 years of industry experience. As a result of these factors, we believe
that we have a keen insight into industry dynamics, which gives us a competitive
advantage and allows us to offer our customers quality and cost-effective
services.


OUR BUSINESS STRATEGY

    Our objective is to become the leading national provider of end-to-end
network infrastructure services to telecommunications, Internet and cable
television providers. Our strategy for achieving this objective is as follows:


    EXPAND POSITION IN KEY MARKETS.  We have significant operations in three key
markets: network infrastructure engineering, last mile deployment and central
office installation. We believe these are particularly important growth segments
of our market due to the rapidly changing nature of network technology and the
need for increased bandwidth delivered to the end user. We plan to focus our
resources on these key markets.



    ESTABLISH LINC.NET BRAND.  We are developing a national brand under which we
will offer end-to-end network infrastructure solutions through our system of
regional and national specialty hubs. We also intend to expand our existing
single service customer relationships by aggressively and systematically cross-
selling other services we do not currently provide to them, including our
Linc.net e net Solutions(SM)


                                       59


bundled package of service offerings. To that end, we have established a
corporate-level marketing department supported by dedicated regional marketing
specialists to market our services to as broad a customer base as possible.


    ATTRACT, RETAIN AND TRAIN HIGHLY SPECIALIZED WORK FORCE.  We devote
significant resources and attention to the recruitment and retention of highly
skilled employees. We plan to centralize the administration and policies
surrounding our benefits and human resource functions, enabling us to provide
consistent and competitive benefits and relocation opportunities. We also plan
to provide for formal training and development of our engineers, technicians and
other employees to continuously improve their technical and industry expertise,
further their career objectives and provide them with compelling opportunities
and challenges.


    UTILIZE RESOURCES AND KNOWLEDGE ACROSS BUSINESS UNITS.  We intend to
continue to utilize the substantial experience and resources of our various
business units across our organization to ensure cost-effective, efficient and
high-quality delivery of services to our customers. For example, we have
established an Executive Management Council, which is composed of our chief
executive officer, chief financial officer and each of our business unit
leaders. The Executive Management Council actively formulates, disseminates and
enforces processes, procedures and practices to ensure the use of best practices
throughout our organization, allowing the entire organization to benefit from
shared knowledge.


    SELECTIVELY PURSUE STRATEGIC ACQUISITIONS.  We will selectively pursue
strategic acquisitions to round out our geographic coverage and to complement
our existing service offerings. We will seek out acquisition candidates with
strong financial performance and experienced management teams that will be
compatible with our corporate culture and operating philosophy.

SERVICE OFFERINGS


    We provide, or have the capability to provide, a broad array of services to
our customers, from system design of both wireline and wireless
telecommunications networks, to long-term system maintenance and upgrade. As a
result, our customers can look to Linc.net and our Linc.net e net Solutions(SM)
for total program management and system deployment responsibility. The services
we offer our customers include:


    PROGRAM MANAGEMENT.  Complex wireless and wireline communications projects
require a significant degree of coordination and execution in order to ensure a
quality network solution is provided in a timely manner. Our project managers
lead a team in defining, planning, laying out and coordinating every phase of
the network project. We use advanced software that creates plans, schedules
jobs, tracks progress and generates status reports to keep our customers
apprised of our progress.

    ENGINEERING.  Our engineers design leading-edge communications systems for
telecommunications, Internet, cable television and energy providers. Our staff
of over 400 engineers performs feasibility and economic studies, field surveys,
strand mapping, permitting and right-of-way acquisition, feeder and distribution
design, self-healing fiber ring and local- and wide-area networks and wireless
communications network design. We also design layouts for central office
facilities, including equipment configuration and cable routing.


    CENTRAL OFFICE EQUIPMENT INSTALLATION.  Our staff of over 700 technicians
installs central office network equipment, including multiplexers, digital
cross-connect terminals and digital subscriber line and other equipment for
incumbent and competitive local exchange carriers, long-haul carriers, Internet
and wireless service providers. Our independence from particular technologies
and equipment vendors has allowed us to gain experience in all major network
technologies and equipment used in the central office.



    NETWORK INFRASTRUCTURE INSTALLATION.  We provide network infrastructure
installation for our customers in a variety of contexts, including fiber optic
long-haul and local access network, Internet and cable television, wireless and
electric distribution. We use a variety of advanced techniques, including
directional


                                       60


drilling, which allows us to bore underneath city streets, rivers and other
obstacles, and highly specialized equipment to cut through rock. We also install
conduit and manholes in congested downtown areas and aerial and/or buried cable
infrastructure in residential and commercial areas.


SALES AND MARKETING


    We serve many customers in the telecommunications, Internet, cable
television and energy industries. We have developed a marketing plan to
establish the "Linc.net" brand name nationally, emphasizing our role as a
national provider of end-to-end network infrastructure services. We market our
end-to-end offerings as Linc.net e net Solutions(SM).


    Our business units have nurtured longstanding relationships with their
respective customers. Under our new marketing plan, we intend to continue to
benefit from the current state of each relationship, but we also plan to expand
our opportunities within each. To that end, we have established a corporate
marketing department which is responsible for developing and executing the
overall marketing strategy, including the development of marketing materials and
interaction with key national accounts. This corporate-level team is supported
by regional marketing specialists that are responsible for interacting with and
cross-selling to customers in their assigned regions or specialties.

CUSTOMERS

    Our customers include:

                                         
- - incumbent local exchange carriers         - competitive local exchange carriers
- - cable television operators                - rural exchange carriers
- - wireless communications providers         - long distance carriers
- - co-location facilities providers          - telecommunications equipment vendors
- - Internet providers                        - public and private energy companies




    Representative customers based on combined revenue for the pro forma year
ended December 31, 1999 and for the pro forma nine months ended September 30,
2000 are:



                                    
Consolidated Edison                    Williams Communications
Pacific Bell                           Media One
US West                                KMC Telecom
Level 3 Communications                 PF.Net
Port St. Lucie                         RCN Corporation
Reliant Energy                         Time Warner
Southwestern Bell                      BellSouth





    Consolidated Edison, Pacific Bell and US West accounted for approximately
10%, 6% and 6% of our revenue for the pro forma year ended December 31, 1999.
Level 3 Communications, Pacific Bell and Consolidated Edison accounted for
approximately 11%, 8% and 8% of our revenue for the pro forma nine months ended
September 30, 2000. Our top ten customers combined accounted for approximately
41% of our revenue for the pro forma year ended December 31, 1999 and
approximately 56% of our revenue for the pro forma nine months ended
September 30, 2000. We believe that a substantial portion of our contract
revenue and operating income will continue to be derived from a concentrated
group of customers.



    A significant amount of our business is performed under master service
agreements. These agreements with telecommunications providers are generally
exclusive requirement contracts, with certain exceptions, including the
customer's option to perform the services with its own regularly employed
personnel. The agreements are typically two to three years in duration, although
the terms typically permit the customer to terminate the agreement upon 60 to
180 days prior notice. These contracts generally


                                       61


contemplate hundreds of individual construction and maintenance projects valued
at less than $100,000 each.


    We bid on other jobs on a nonrecurring basis. As a result, the amount and
type of work we perform at any given time and the general mix of customers for
which we perform work may vary significantly from quarter to quarter.

SUPPLIERS

    Our customers supply the majority of the materials and supplies we require
to complete our contracted work, although we are increasingly finding ourselves
in the position of supplying various materials on end-to-end projects. We obtain
these materials for our own account from independent third-party providers and
do not manufacture any materials or supplies for resale. We are not dependent on
any one supplier for any materials or supplies that we obtain for our own
account.

    In addition, we use independent contractors to augment our workforce when
needed. These independent contractors typically are sole proprietorships or
small business entities. Independent contractors typically provide their own
employees, vehicles, tools and insurance coverage. We are not dependent on any
single independent contractor.

COMPETITION


    The markets in which we operate are highly competitive. Our competitors
include small, independent firms servicing local markets, larger firms servicing
regional markets and large national and international engineering firms and
telecommunications equipment vendors on end-to-end projects who subcontract work
to contractors other than Linc.net. Our principal competitors include Quanta
Services, Inc., MasTec, Inc., Dycom Industries, Inc. and Lexent Inc. Despite the
current industry trend toward outsourcing various network infrastructure
services, we may also face significant competition from existing or prospective
customers who employ their own personnel to perform many of the same types of
services as we provide. There are relatively few significant barriers to entry
into the markets in which we operate and, as a result, any organization that has
adequate financial resources and access to technical expertise may become one of
our competitors, which could negatively impact our revenues and cause our stock
price to decline. Although we believe we are one of the largest providers of
end-to-end network infrastructure services for telecommunications and other
companies in the United States based on our pro forma revenues for the year
ended December 31, 1999 as compared with others in our industry during the same
period, neither we nor any of our competitors can be considered a dominant
player in the industry as the network infrastructure service industry is highly
fragmented. We compete with other companies in all of the markets in which we
operate, some of which may have greater financial, technical and marketing
resources than we do.



    We believe that the principal competitive factors in our market include
pricing, quality and responsiveness of service, technical expertise, industry
experience, geographic diversity, reputation and the ability to deliver results
on time. Of these, pricing has historically been an important competitive
factor. In addition, expertise in new and evolving technologies has become
increasingly important. Although we believe that we can compete favorably on
each of these factors, we cannot assure you that other evolving technologies
will not displace those we utilize in providing our network infrastructure
services.


REGULATION AND ENVIRONMENTAL MATTERS

    Our operations are subject to various federal, state and local laws and
regulations including:

    - licensing requirements,

    - building and electrical codes,

                                       62

    - permitting and inspection requirements applicable to construction projects
      and

    - regulations relating to labor relations, worker safety and environmental
      protection.

    We believe that we have all material licenses and permits required to
conduct our operations and that we are in substantial compliance with all
applicable regulatory requirements. Any failure by us to comply with applicable
rules and regulations could result in substantial fines or revocation of the
licenses or permits under which we operate. Many state and local regulations
governing electrical construction require permits and licenses to be held by
individuals who have passed an examination or met other requirements.

    In addition, many of our facilities and operations are subject to federal,
state and local environmental and occupational health and safety requirements,
including those related to discharges of substances to the air, water and land,
the handling, storage and disposal of wastes and the clean-up of properties
affected by pollutants. Any failure by us to comply with these requirements
could result in substantial civil and criminal penalties. Our executives and
safety department share responsibility for overseeing our compliance with
environmental regulations.

    We could also incur liability under the Comprehensive Environmental
Response, Compensation, and Liability Act, or CERCLA, also known as the
"Superfund" law. CERCLA imposes liability, without regard to fault or the
legality of the original conduct, on classes of persons who are considered to
have contributed to the release of hazardous substances into the environment.
Persons who are responsible under CERCLA may be subject to joint and several
liability for environmental cleanup costs and for damages to natural resources.
In the future, contamination may be found to exist at our facilities or off-site
locations where we have sent wastes. We could be held liable under CERCLA or
other similar laws for environmental cleanup costs associated with such
contamination.


    We currently operate a fill material transfer station in The Bronx,
New York under a temporary permit from the New York City Department of
Sanitation. We use the transfer station for the temporary storage of material
excavated during our installation and other construction operations in the
New York City area. The department has requested that we obtain a final permit
for the Bronx transfer station. As a condition to obtaining a final permit, the
department has requested an environmental impact assessment of the transfer
station operations. There is no guarantee that the department will ultimately
grant the final transfer station permit. If the department does not issue a
final permit, the department may require that we close the transfer station. We
do not expect that the closure of the Bronx transfer station, if required, will
have a material adverse effect on our business, financial condition or results
of operations. Furthermore, we will be indemnified by the sellers of Felix and
its affiliates for all costs, if any, to close the Bronx transfer station and
address any environmental contamination at that location.


    We believe we are in substantial compliance with current applicable
environmental laws and regulations and that continued compliance with existing
requirements will not have a material adverse effect on our business, financial
condition and results of operations. We do not anticipate material capital
expenditures for environmental controls in this or the succeeding fiscal year.
Furthermore, we are not aware of any pending or threatened environmental
lawsuits, fines or enforcement actions that could have a material adverse effect
on us. Public interest in protecting the environment, however, has increased
dramatically in recent years. Therefore, if laws are enacted or other
governmental actions are taken that impose additional environmental protection
requirements, our business prospects could be adversely affected to the extent
that our environmental compliance costs increase.

SAFETY AND INSURANCE


    Performance of certain aspects of our work requires the use of equipment and
exposure to conditions that can be dangerous. For example, excavation projects
and work conducted in close proximity to power lines pose particular dangers to
both our employees and equipment. We are committed to ensuring that our
employees perform their work safely and strive to instill safe work habits in
all of our employees. In


                                       63


this regard we evaluate our employees not only on the basis of the efficiency
and quality of their work but also on their safety records and the safety
records of the employees they supervise. We also hold regular training sessions
and seminars with our employees devoted to safe work practices. Although we are
committed to a policy of operating in a safe manner, we may be subject to claims
by employees, third-parties and customers for property damage and personal
injuries resulting from the performance of our services.


    The primary claims we face in our operations are workers' compensation,
automobile liability and various general liabilities. We maintain automobile and
general liability insurance for third-party bodily injury and property damage
and workers' compensation coverage which we consider sufficient to insure us
against these risks. We have consolidated many of the insurance programs of our
operating companies, which has resulted in savings from amounts historically
paid by these units before their acquisition by us.

EQUIPMENT AND FACILITIES

    We operate a fleet of owned and leased trucks and trailers, support vehicles
and specialty installation equipment, such as backhoes, trenchers, generators,
directional drilling machines, aerial lifts and air compressors. The total size
of the equipment fleet is approximately 2,300 units. We believe that these units
generally are well-maintained and adequate for our present operations. We
believe that in the future, we will be able to lease or purchase this equipment
at favorable prices due to our larger size and the volume of our leasing and
purchasing activity.


    Our corporate headquarters is located in leased space in Miami, Florida. We
also have regional and specialty headquarters in leased space in San Ramon,
California, Atlanta, Georgia, Edmond, Oklahoma, Lincolndale, New York, Hamel,
Minnesota and Mineral Wells, Texas. As of August 1, 2000, the total leased area
for our corporate headquarters and regional and specialty headquarters is
approximately 53,820 square feet and the total annual base rent for these
facilities is approximately $902,792. The leases for these facilities have terms
ranging from month-to-month to five years. None of the individual leases is
material to our operations. We also lease various district field offices,
equipment yards, shop facilities and temporary storage locations and other
smaller properties as necessary to enable us to efficiently perform our
obligations under master service agreements and other contracts. We believe that
our facilities are generally adequate for our needs. We do not anticipate
difficulty in replacing such facilities or securing additional facilities, if
needed. All of our owned properties and equipment and our leases are pledged to
secure repayment of our senior credit facility.


EMPLOYEES


    Assuming the completion of the InterCon acquisition, as of November 15,
2000, Linc.net had approximately 3,800 employees, including over 420 network
engineers and over 780 network technicians. Approximately 830 of those employees
are represented by labor unions, principally the International Brotherhood of
Electrical Workers or the Laborers International Union of North America, under
multi-employer agreements with wage rates established through dates ranging from
April 30, 2001 to May 31, 2003. We believe that our employee relations are good.


LEGAL PROCEEDINGS

    We are from time to time party to litigation, administrative proceedings and
union grievances that arise in the ordinary course of our business. We do not
have pending any litigation that, separately or in the aggregate, would in the
opinion of management have a material adverse effect on our results of
operations or financial condition.

                                       64

                                   MANAGEMENT

DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES

    The following table sets forth our executive officers, directors and key
employees, their ages and the positions they hold:




NAME                                          AGE                       POSITION
- ----                                        --------   ------------------------------------------
                                                 
Ismael Perera.............................     51      President and Chief Executive Officer,
                                                       Director

Daniel F. Harrington......................     44      Senior Vice President and Chief Financial
                                                         Officer, Secretary

Emilio Alfonso............................     38      Vice President and Controller, Assistant
                                                         Secretary

Patrick L. Adams..........................     44      President--Wireless Infrastructure Group

Deborah Clark.............................     48      President--Southwest Region Installation
                                                         Group, Director

Irvin L. Gunter...........................     55      President--Network Engineering Group

Larry Jordan..............................     54      President--Central Office Equipment
                                                         Installation Group

Felix M. Petrillo.........................     60      President--Eastern Region Installation
                                                       Group

Lawrence L. Pribyl........................     53      President--Central Region Installation
                                                       Group

Kenneth Keiffer...........................     36      Vice President--Corporate Development

H. Andrew Pyron...........................     45      Vice President--Marketing

H. Douglas White, Jr......................     54      Vice President--Human Resources

Burton E. McGillivray.....................     43      Chairman of the Board

William S. Antle..........................     55      Director

Timothy B. Armstrong......................     29      Director

Richard W. Detweiler......................     58      Director

John F. Megrue, Jr........................     42      Director

Paul L. Whiting, Jr.......................     31      Director




    In connection with our application to list our common stock on the NYSE, we
expect to undertake to appoint at least one additional director not otherwise
affiliated with us or any of our stockholders within 90 days following the
offering. Linc.net, LLC, an affiliate of Banc One Venture Partners, and SKM
Linc.net, LLC, an affiliate of Saunders Karp & Megrue, have entered into a stock
purchase agreement pursuant to which they will nominate and elect individuals to
serve on our board of directors.


    ISMAEL PERERA is our President and Chief Executive Officer and a director,
and has held these positions since our inception in 1999. Prior to joining our
company, Mr. Perera spent six years with MasTec, Inc., a network infrastructure
services provider, and its predecessors, as Senior Vice President--Operations.
Prior to joining MasTec, Mr. Perera spent over 23 years with BellSouth with
responsibilities for network design, deployment and maintenance.

    DANIEL F. HARRINGTON is our Senior Vice President, Chief Financial Officer
and Secretary and has held these positions since May 2000. Mr. Harrington has
over 21 years of experience in finance and accounting. Most recently, from 1999
to 2000, he was the Vice President of Finance of Lasertron, Inc., a subsidiary
of Oak Industries. Prior to his position with Lasertron he was Vice President,
CFO and Treasurer of Diatide, Inc., a bio-pharmaceutical company from 1996 to
1999. Prior to his position at Diatide,

                                       65

Mr. Harrington served as Chief Financial Officer of GenRad, Inc., an electronic
systems and software company during 1996 and as Vice President of Financial
Planning and Analysis during 1995. From 1987 to 1995, Mr. Harrington was
Director of Operations, Finance & Logistics at Waters Corporation, an analytical
instrument, medical device and software company.

    EMILIO ALFONSO is our Vice President and Controller and has held this
position since May 2000. Prior to that time, Mr. Alfonso was Director of Finance
for Lennar Corporation from March 1998 to May 2000. Mr. Alfonso held various
positions with Ryder System, Inc. from 1994 to 1998, the last of which was
Director of Financial Reporting. Prior to joining Ryder System, Inc.,
Mr. Alfonso was a Senior Manager with Ernst & Young LLP.


    PATRICK L. ADAMS is our President-Wireless Infrastructure Group and has held
this position since our acquisition of Capital Land Services, Inc. in
October 1999. Mr. Adams has been with Capital Land Services since 1976, and
became part owner in 1985. He became President of Capital Land Services in 1994.



    DEBORAH CLARK is our President-Southwest Region Installation Group and a
director and has held these positions since our acquisition of C&B Associates
and its affiliates in December 1999. Ms. Clark has been with C&B since 1987. She
became President of Clark Ventures, LLC, the general partner of C&B Associates
II, Ltd. in 1997. Prior to that time, Ms. Clark held the position of Vice
President.



    IRVIN L. GUNTER is our President-Network Engineering Group and has held this
position since our acquisition of Utility Consultants, Inc. in May 2000.
Mr. Gunter has over 31 years of experience in the engineering of
telecommunications networks. He was the President of Utility Consultants from
1984 to 2000.



    LARRY JORDAN is our President-Central Office Installation Group and has held
this position since our acquisition of Telpro Technologies, Inc. in March 2000.
Mr. Jordan was one of the co-founders of Telpro Technologies in 1990, and served
as its Executive Vice President and Chief Operating Officer until 1998, when he
became President. Prior to that time, Mr. Jordan spent 20 years at Pacific Bell
in positions of increasing responsibility for all facets of installation and
maintenance of central office equipment.



    FELIX M. PETRILLO is our President-Eastern Region Installation Group and has
held this position since our acquisition of Felix and its affiliates in
August 2000. Mr. Petrillo founded Felix in 1985 and has served as its President
since its inception.



    LAWRENCE L. PRIBYL is our President-Central Region Installation Group and
has held this position since our acquisition of Muller & Pribyl Utilities, Inc.
and its affiliates in December 1999. Mr. Pribyl was a co-founder of Muller &
Pribyl in 1973 and served as its Vice President of Operations from 1973 to 2000.


    KENNETH KEIFFER is our Vice President of Corporate Development and has held
this position since June 2000. Prior to that time, Mr. Keiffer served as
Vice-President of Operations for Sampco Inc., a designer and manufacturer of
building material samples, from October 1998 to June 2000. Prior to joining
Sampco Inc., Mr. Keiffer was Director of Venture Capital Investments for
Holualoa Companies, a commercial real estate investment group, from
January 1998 to October 1998. Prior to that time, Mr. Keiffer was Corporate
Controller and Director of Finance for Satcon Technology Corporation, an
electro-magnetic component research and development company, from January 1993
to January 1998.

    H. ANDREW PYRON is our Vice President of Marketing and has held this
position since December 1999. Prior to that time, Mr. Pyron was National
Accounts Manager for Ritchie Brothers Auctioneers, an international construction
equipment management and disposal company, from October 1998 to December 1999.
Before joining Ritchie Brothers Auctioneers, Mr. Pyron was Division
Vice-President for Ditch Witch of Georgia, an equipment sales and maintenance
provider, from January 1997 to October 1998. Prior to that time, Mr. Pyron was
Vice-President of Equipment Services for MasTec Inc., a network infrastructure
services provider, from 1994 to 1997.

                                       66

    H. DOUGLAS WHITE, JR. is our Vice President of Human Resources and has held
this position since August 2000. Prior to that time, Mr. White was Director of
Employee Services at Comcast Corporation, a national provider of cable
television services, from 1995 to August 2000. Prior to that time, Mr. White was
Director of Benefit and Insurance for Comcast from 1992 to 1995.


    BURTON E. MCGILLIVRAY has been a member of our board of directors since our
inception in 1999. Mr. McGillivray has been a senior executive with First
Chicago Equity Capital, the predecessor of Banc One Venture Partners, from
January 1994 to the present. Mr. McGillivray is also a member of Cross Creek
Partners IX, L.L.C., Cross Creek Partners X, L.L.C. and Cross Creek
Partners X-A, L.L.C., which are co-investors with Banc One Venture Partners and
whose members are current and former executives of Banc One Venture Partners.
From January 1993 until December 1993, Mr. McGillivray was a Chicago-based
private investor. From September 1984 to December 1992, Mr. McGillivray was
employed by Continental Illinois Venture Corporation and Continental Equity
Capital Corporation. He served as Managing Director of both of those businesses
from 1989 to 1992. The primary business of Continental Illinois Venture
Corporation, Continental Equity Capital Corporation and Banc One Venture
Partners is making equity investments in high-growth businesses.
Mr. McGillivray is also a director of Alpha Technologies, Aviation Systems
International and Taylor Precision Products.


    WILLIAM S. ANTLE has been a director since June 2000. Mr. Antle is former
Chairman of the Board and Chief Executive Officer of Oak Industries Inc., a
manufacturer of coaxial broadband connector products, fiber optic components and
other products, from 1996 until January 2000 when the company was acquired by
Corning, Inc. Prior to that time, he was President and Chief Executive Officer
of Oak Industries from 1989 to 1996 and served with Bain and Company, Inc., an
international strategy consulting firm, from 1980 to 1989. Mr. Antle is also a
director of INVESST, GenRad, Inc., Osco Technologies and John H. Harland Co.


    TIMOTHY B. ARMSTRONG has been a member of our board of directors since our
inception in 1999. Mr. Armstrong joined Saunders Karp & Megrue, L.P. as an
associate in 1996 and became a Principal at the end of 1999. Prior to joining
Saunders Karp & Megrue, Mr. Armstrong worked in the Financial Entrepreneurs
Group at Smith Barney Inc., from July 1994 to June 1996. Mr. Armstrong is also a
director of Constellation Concepts, Inc. and serves on the Investment Committee
of SKM-Libertyview CBO I Limited.


    RICHARD W. DETWEILER has been a member of our board of directors since our
inception in October 1999. Mr. Detweiler has been a managing director and part
owner of Carlisle Enterprises, LLC, a private investment firm, since 1996. Prior
to that time, Mr. Detweiler was Chairman and Chief Executive Officer of
Precision Aerotech, Inc., a diversified manufacturing company, from 1990 to
1996. Mr. Detweiler has also held executive management positions with
Caterpillar, Sundstrand Corporation and International Harvester.


    JOHN F. MEGRUE, JR. has been a member of our board of directors since our
inception in 1999. Since 1992, Mr. Megrue has been a Partner of Saunders Karp &
Megrue, a private equity investment firm, and a member of: Saunders Karp &
Megrue Partners, L.L.C., the general partner of SKM Partners, L.P., the general
partner of SKM Equity Fund II, L.P. and SKM Investment Fund II; and SKM
Partners, L.L.C., the general partner of SKM Equity Fund III, L.P. and SKM
Investment Fund. From 1989 to 1992, Mr. Megrue served as a Vice President and
Principal at Patricof & Co., a private equity investment firm. Mr. Megrue also
serves as Vice Chairman and director of Dollar Tree Stores, Inc and director of
The Children's Place Retail Stores, Inc. and Chairman and director of Hibbett
Sporting Goods, Inc.



    PAUL L. WHITING, JR. has been a member of our board of directors since our
inception in 1999. Mr. Whiting is an executive with Banc One Venture Partners,
formerly First Chicago Equity Capital. He has been with Banc One Venture
Partners since 1997. Mr. Whiting is also a member of Cross Creek IX, Cross
Creek X and Cross Creek X-A, which are co-investors with Banc One Venture
Partners. In 1996, Mr. Whiting was an associate with The Parthenon Group, a
strategic advisory and principal investment


                                       67


firm. From 1992 to 1995, Mr. Whiting was an analyst and an associate with CIVC.
Mr. Whiting is also a director of Alpha Technologies and Aviation Systems
International.



    In addition, we anticipate that, after completion of the InterCon
acquisition, Jack Gabrielse will serve as the President of the newly formed
Great Lakes Region Installation Group. Mr. Gabrielse, a founder of InterCon in
1984, has served as its President since 1993.


    There are no family relationships between any of our directors or executive
officers. Our executive officers are elected by and serve at the discretion of
the board of directors pursuant to employment contracts entered into with us.

    Prior to the completion of this offering and except as described in the
paragraph below, our board of directors will be divided into three classes, as
nearly equal in number as possible, with each director serving a three-year term
and one class being elected at each year's annual meeting of stockholders.
Mr. Antle will be in the class of directors whose term expires at the 2001
annual meeting of our stockholders. The additional director anticipated to be
appointed by our board will also be in the class of directors whose term expires
at the 2001 annual meeting of our stockholders. Messrs. Armstrong, Detweiler and
Whiting will be in the class of directors whose term expires at the 2002 annual
meeting of our stockholders. Messrs. McGillivray, Megrue and Perera will be in
the class of directors whose term expires at the 2003 annual meeting of our
stockholders. At each annual meeting of our stockholders, successors to the
class of directors whose term expires at such meeting will be elected to serve
for three-year terms and until their respective successors are elected and
qualified.


    In addition, we have established an Executive Management Council, which is
composed of our chief executive officer, chief financial officer and each of our
business unit leaders. The Executive Management Council formulates, disseminates
and enforces processes, procedures and practices throughout our organization.
One member of our board of directors shall be elected and designated as the
Executive Management Council director. The Executive Management Council director
will rotate on an annual basis, allowing individuals who are members of the
Executive Management Council and not already on our board to serve as directors.
The Executive Management Council director will be elected at each annual meeting
of our stockholders. Deborah Clark is the current Executive Management Council
director.


EXECUTIVE COMPENSATION


    The following table sets forth information concerning the compensation for
the year ended December 31, 1999 for our chief executive officer. There were no
other executive officers to whom we paid more than $100,000 in 1999.


                           SUMMARY COMPENSATION TABLE




                                                                                     LONG-TERM
                                                       ANNUAL                       COMPENSATION
                                                    COMPENSATION                       AWARDS
                                   ----------------------------------------------   ------------
                                                                     OTHER ANNUAL    SECURITIES     ALL OTHER
                                    FISCAL                           COMPENSATION    UNDERLYING    COMPENSATION
NAME AND PRINCIPAL POSITION          YEAR      SALARY    BONUS ($)      ($)(1)        OPTIONS          ($)
- ---------------------------        --------   --------   ---------   ------------   ------------   ------------
                                                                                 
Ismael Perera....................    1999     $52,083          --            --             --             --
President and Chief Executive
  Officer



- ------------------------


(1) None of the perquisites and other benefits paid to Mr. Perera exceeded the
    lesser of $50,000 or 10% of the total annual salary and bonus received by
    him.


                                       68

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION


    The compensation arrangements for each of our executive officers was
established pursuant to the terms of the respective employment agreements
between us and each executive officer. The terms of the employment agreements
were established pursuant to negotiations between representatives of our
stockholders or senior executives and each executive officer. We believe that
the terms of these employment agreements are comparable to agreements that would
have been reached through arms-length negotiations between unaffiliated third
parties. On a going forward basis, any changes in the compensation arrangements
of our executive officers will be determined by the compensation and
organization committee of our board of directors.



    Mr. McGillivray, a member of our compensation committee, is a managing
director of Banc One Venture Partners, an affiliate of Linc.net, LLC. In order
to provide equity financing for the various acquisitions we have completed,
Linc.net, LLC has entered into various stock purchase agreements with us
providing for the purchase of shares of our Series A mandatorily redeemable
preferred stock and common stock. In connection with the completion of these
acquisitions, Banc One Venture Partners also has received transaction fees.



    In addition, Linc.net, LLC and Banc One Venture Partners have entered into a
stockholders agreement pursuant to which they will nominate and vote together to
elect individuals to serve on our board of directors. We also entered into a
management services agreement with Banc One Venture Partners pursuant to which
it provided us with advice and consultation on various matters for a fee.



    For more information on these arrangements with Banc One Venture Partners
and Linc.net, LLC, see "Certain Relationships and Related Transactions."



    Mr. Megrue, a member of our compensation committee, is a partner of Saunders
Karp & Megrue, an affiliate of SKM Linc.net, LLC. In order to provide equity
financing for the various acquisitions we have completed, SKM Linc.net, LLC has
entered into various stock purchase agreements with us providing for the
purchase of shares of our Series A mandatorily redeemable preferred stock and
common stock. In connection with the completion of these acquisitions, Saunders
Karp & Megrue also has received transaction fees.



    In addition, SKM Linc.net, LLC and Saunders Karp & Megrue have entered into
a stockholders agreement pursuant to which they will nominate and vote together
to elect individuals to serve on our board of directors. We also entered into a
management services agreement with Saunders Karp & Megrue pursuant to which it
provided us with advice and consultation on various matters for a fee.



    For more information on these arrangements with Saunders Karp & Megrue and
SKM Linc.net, LLC, see "Certain Relationships and Related Transactions."


COMMITTEES OF THE BOARD OF DIRECTORS

    THE AUDIT COMMITTEE.  The audit committee reports to the board of directors
regarding the appointment of our independent public auditors, the scope and
results of our annual audits, compliance with our accounting and financial
policies and management's procedures and policies relative to the adequacy of
our internal accounting controls. The members of the audit committee are
Messrs. Detweiler and Antle, who were appointed in August 2000. The additional
director anticipated to be appointed by our board will also serve on the audit
committee.

    THE COMPENSATION AND ORGANIZATION COMMITTEE.  The compensation and
organization committee reviews and makes recommendations to the board of
directors regarding our compensation policies and all forms of compensation to
be provided to our executive officers and directors. In addition, the
compensation and organization committee reviews bonus and stock compensation
arrangements for all of our other

                                       69

employees. The members of the compensation and organization committee are
Messrs. McGillivray and Megrue, who were appointed in February 2000.

    THE EXECUTIVE COMMITTEE.  The executive committee is authorized to act with
the full power and authority of the board of directors. The purpose of the
executive committee is to allow for decisions to be made on our behalf between
regular meetings of the board of directors. The members of the executive
committee are Messrs. Perera, McGillivray and Megrue, who were appointed in
February 2000.

EMPLOYMENT AGREEMENTS

    We have entered into an employment agreement dated October 19, 1999 with
Ismael Perera. Mr. Perera's employment agreement provides that he serves as our
president and chief executive officer for a period that will end on the second
anniversary of the agreement, subject to automatic two-year extension periods
unless either party provides written notice 30 days prior to the end of the
then-current term; provided, however, that his employment will automatically
terminate upon his resignation, death or disability or upon termination by us,
with or without cause. Under his employment agreement, Mr. Perera receives:

    - an annual base salary of $275,000 or such higher salary as the board of
      directors designates from time to time;

    - an annual bonus based upon the achievement of specified goals, to be
      determined by the board of directors on an annual basis; and


    - customary fringe benefits, including participation in our employee benefit
      plans and the reimbursement of expenses incurred by Mr. Perera in the
      course of performing his duties and responsibilities.



    If Mr. Perera's employment is terminated by us without cause, he is entitled
to receive his base salary for a period of the greater of twelve months from the
date of termination or the remaining scheduled term of his employment. If his
employment is terminated by us for cause or if he resigns, dies or becomes
disabled, or if his agreement expires and is not extended, he is entitled to
receive his base salary through the date of termination or expiration.
Mr. Perera is subject to a confidentiality restrictive covenant of unlimited
duration and non-competition and non-solicitation covenants during his
employment term and for a certain period of time thereafter. Such period is
generally 18 months, and we may extend the period for up to two additional
twelve-month periods, subject to written notice from Linc.net and Mr. Perera
continuing to receive his base salary.


    We also entered into substantially similar employment agreements, dated
May 8, 2000 and May 22, 2000, with Messrs. Harrington and Alfonso, respectively.
Mr. Harrington serves as our chief financial officer and Mr. Alfonso serves as
our controller. Each of the employment agreements provide that the executive
will serve with Linc.net in his current position until the second anniversary of
the agreement, subject to automatic two-year extension periods unless either
party provides written notice 30 days prior to the end of the then-current term;
provided, however, that the executive's employment period will automatically
terminate upon such executive's resignation, death or disability, or upon
termination by us, with or without cause. Under these employment agreements,
Messrs. Harrington and Alfonso will receive:

    - an annual base salary of:



NAME                                                         ANNUAL BASE SALARY
- ----                                                         ------------------
                                                          
Daniel F. Harrington.......................................       $225,000
Emilio Alfonso.............................................        140,000


    - an annual bonus based upon the achievement of specified goals, each to be
      determined by the board of directors on an annual basis; and

                                       70


    - certain fringe benefits, including participation in our employee benefit
      plans, the use of a car and car allowance, and reimbursement of all
      reasonable expenses incurred by Messrs. Harrington and Alfonso in the
      course of performing their duties and responsibilities. In addition,
      Mr. Harrington will be reimbursed by us for relocation expenses for up to
      $110,000.



    If any executive's employment is terminated by us without cause, he will be
entitled to receive his base salary for a period of the greater of
twelve months from the date of termination or the remaining scheduled term of
his employment. If his employment is terminated by us for cause or if he
resigns, dies or becomes disabled, or if his agreement expires and is not
extended, he will be entitled to receive his base salary through the date of
termination or expiration. Generally, each of Messrs. Harrington and Alfonso is
subject to a confidentiality restrictive covenant of unlimited duration and
two-year post-termination non-competition covenants and non-solicitation
covenants.


COMPENSATION OF DIRECTORS


    Directors are currently not entitled to receive any compensation for serving
on the board of directors. Directors are reimbursed for their out-of-pocket
expenses incurred in connection with such services. Following this offering,
directors who are not employees of Linc.net or are not otherwise affiliated with
our principal stockholders will each receive a one-time award of 15,000 options
to purchase shares of our common stock, and will receive annual compensation of
$12,000 in cash and options to purchase 7,500 shares of our common stock. These
directors may elect to receive all or a part of their cash compensation in the
form of stock options.


AMENDED AND RESTATED 1999 STOCK OPTION PLAN


    In October 1999, our board of directors approved the 1999 Stock Option Plan,
which authorizes the granting of non-qualified stock options and the sale of our
common stock to employees of Linc.net or its subsidiaries. The Amended and
Restated 1999 Stock Option Plan was adopted by our board of directors on
May 23, 2000. The 1999 stock option plan authorizes the granting of stock
options up to an aggregate of 166,121 shares of common stock, subject to
adjustment based on the occurrence of specified events and to prevent any
dilution or expansion of the rights of participants that might otherwise result
from the occurrence of such events.



    Options to purchase an aggregate of 59,060 shares of our common stock were
outstanding as of November 15, 2000 under the 1999 stock option plan. No options
were granted to our executive officers under the 1999 Stock Option Plan for the
year ended December 31, 1999. Such options generally vest and become exercisable
in five equal installments beginning on the first anniversary of the grant date
and continuing thereafter on an annual basis. Unvested options will terminate in
the event that the optionee ceases to be employed by Linc.net or its
subsidiaries. Vested but unexercised options will terminate immediately if the
optionee is terminated for cause, after 30 days if the optionee ceases to be
employed by us or our subsidiaries for any reason other than cause, after six
months in the case of death or disability or after 90 days in the case of
retirement. All of the options granted have an exercise price equal to the fair
market value of the common stock on the grant date.


LINC.NET, INC. 2000 LONG-TERM EQUITY INCENTIVE PLAN


    The Linc.net 2000 Long-Term Equity Incentive Plan, which we refer to as the
long-term equity incentive plan, was adopted in August 2000. The long-term
equity incentive plan provides for grants of incentive and nonqualified stock
options, stock appreciation rights, restricted stock and performance awards.
Certain directors, officers and other employees of Linc.net and its subsidiaries
and persons who engage in services for us are eligible for grants under the
plan. The purpose of the long-term equity incentive plan is to provide these
individuals with incentives to maximize stockholder value and otherwise


                                       71


contribute to our success and to enable us to attract, retain and reward the
best available persons for positions of responsibility.



    A total of 1,100,550 shares of our common stock will be available for
issuance under the long-term equity incentive plan, subject to adjustment in the
event of a reorganization, stock split, merger or similar change in the
corporate structure of Linc.net. The compensation and organization committee has
the authority to declare options or other awards fully vested and exercisable
upon a change in control of Linc.net. Additionally, in the event of a change in
control, the compensation and organization committee may cancel outstanding
options for consideration and cancel options that are not exercisable or provide
substitute options or securities in the successor company following such change
in control.



    The compensation and organization committee of our board of directors will
administer the long-term equity incentive plan. Our board also has the authority
to administer the plan and to take all actions that the compensation and
organization committee is otherwise authorized to take under the plan. The
compensation and organization committee has granted options to purchase
56,273 shares of our common stock under the equity incentive plan. We anticipate
that in connection with the offering, we will grant options to purchase an
aggregate of approximately       additional shares of our common stock to
approximately   employees. All of these options will have an exercise price
equal to the initial public offering price of the common stock in this offering
and will be subject to vesting over a five-year period.


    Directors, officers and employees of Linc.net and its subsidiaries, as well
as other individuals performing significant services for us, or to whom we have
extended an offer of employment, will be eligible to receive grants under the
long-term equity incentive plan. However, only employees may receive grants of
incentive stock options. In each case, the compensation and organization
committee will select the actual grantees.


    Under the long-term equity incentive plan, the compensation and organization
committee or the board may award grants of incentive stock options conforming to
the provisions of Section 422 of the Internal Revenue Code of 1986, as amended,
non-qualified stock options, stock appreciation rights, restricted stock grants
and other performance awards. The compensation and organization committee may
not, however, award to any one person in any calendar year options to purchase
common stock equal to more than 25% of the total number of shares authorized
under the plan, and it may not award incentive options first exercisable in any
calendar year whose underlying shares have a fair market value greater than
$100,000, determined at the time of grant.


    The compensation and organization committee will determine the exercise
price of any option in its discretion. However, the exercise price of an
incentive option may not be less than 100% of the fair market value of a share
of common stock on the date of grant, and the exercise price of an incentive
option awarded to a person who owns stock constituting more than 10% of our
voting power may not be less than 110% of such fair market value on such date.

    Unless the compensation and organization committee determines otherwise, the
exercise price of any option may be paid only in cash.

    The compensation and organization committee will determine the term of each
option in its discretion. However, no term may exceed ten years from the date of
grant or, in the case of an incentive option granted to a person who owns stock
constituting more than 10% of our voting power, five years from the date of
grant. In addition, all options under the long-term equity incentive plan,
whether or not then exercisable, generally cease vesting when a grantee ceases
to be a director, officer or employee of, or otherwise ceases to perform
services for, Linc.net or its subsidiaries. Options generally expire 30 days
after the date of cessation of service, but not later than the expiration date
of such options, so long as the grantee does not compete with us during the
30-day period. In the case of a grantee's death or disability, all options will
vest immediately and remain exercisable for up to 180 days after the date of
death or disability but not later than the expiration date of such options. In
the event of retirement, a grantee's vested options

                                       72

will remain exercisable for up to 90 days after the date of retirement, but not
later than the expiration date of such options, so long as the grantee does not
compete with us during such period, while his or her unvested options may become
fully vested and exercisable in the discretion of the compensation and
organization committee. Upon termination for cause, all options will terminate
immediately whether or not then exercisable.

    The compensation and organization committee may also grant stock
appreciation rights, restricted stock awards and other performance awards. Upon
exercise of a stock appreciation right, the grantee will receive an amount in
cash and/or shares of common stock or other of our securities equal to the
difference between the fair market value of a share of common stock on the date
of exercise and the exercise price of the right. Restricted stock awards will
consist of shares of stock granted to the recipient subject to vesting
restrictions imposed in connection with the award. A grantee will be required to
pay us at least the aggregate par value of any shares of restricted stock within
ten days of the date of grant, unless the shares are treasury shares. The
compensation and organization committee may grant performance awards contingent
upon achievement by the grantee or the company of set goals and objectives
regarding specified performance criteria, such as return on equity, over a
specified performance cycle, as designated by the compensation committee. A
performance award may be paid out in cash and/or shares of common stock or other
of our securities.

    The board may amend or terminate the long-term equity incentive plan in its
discretion, except that no amendment will become effective without prior
approval of our stockholders if such approval is necessary for continued
compliance with the performance-based compensation exception of Section 162(m)
of the tax code or any stock exchange listing requirements. Furthermore, any
termination may not materially and adversely affect any outstanding rights or
obligations under the long-term equity incentive plan without the affected
participant's consent. If not previously terminated by the board, the long-term
equity incentive plan will terminate on the tenth anniversary of its adoption.


STOCK OPTION GRANTS IN 2000



    The following table shows all individual grants of options to acquire shares
of our common stock granted to our directors and executive officers under our
1999 stock option plan and long-term equity incentive plan.





                                               NUMBER OF      EXERCISE    MID-POINT OF
                   NAME                     OPTIONS GRANTED    PRICE     IPO PRICE RANGE   VALUE OF GRANT
                   ----                     ---------------   --------   ---------------   --------------
                                                                               
Emilio Alfonso............................      1,661.2        $2.41         $16.00           $22,576
Kenneth Keiffer...........................      1,661.2        $2.41         $16.00           $22,576
H. Andrew Pyron...........................      1,038.3        $2.41         $16.00           $14,110
H. Douglas White, Jr......................      1,038.3        $2.41         $16.00           $14,110
William S. Antle..........................      4,153.0        $2.41         $16.00           $56,439




    As of the date hereof, none of our other directors or executive officers
have been granted options to acquire shares of our common stock.


ONE MILLION DOLLAR COMPENSATION LIMIT

    The Revenue Reconciliation Act of 1993 limits the annual deduction a
publicly held company may take for compensation paid to its chief executive
officer or any of its four other highest compensated officers in excess of
$1,000,000 per year, excluding for this purpose compensation that is
"performance-based" within the meaning of Section 162(m) of the tax code. We
intend that compensation realized upon the exercise of an option or other award
granted under the long-term equity incentive plan be regarded as
"performance-based" under Section 162(m) and that such compensation be
deductible without regard to the limits imposed by Section 162(m) on
compensation that is not "performance-based."

                                       73

    Compensation paid under the long-term equity incentive plan will not qualify
as performance-based except to the extent paid pursuant to grants made under the
plan following the approval of the plan by our stockholders in accordance with
Section 162(m)(4)(c) of the tax code and the related Treasury Regulations, and
except to the extent that other requirements are satisfied. However, based on a
special rule contained in regulations issued under Section 162(m), the
$1 million deduction limitation described above should not apply to any options
or other awards under the long-term equity incentive plan prior to our annual
meeting of shareholders in the calendar year following the close of the third
calendar year after our initial public offering.

EMPLOYEE STOCK PURCHASE PLAN

    The 2000 Employee Stock Purchase Plan, which we refer to as the employee
stock purchase plan, was adopted by our board of directors and stockholders in
August 2000 and will become effective at the time of this offering. The employee
stock purchase plan was established to give employees desiring to do so a
convenient means of purchasing shares of our common stock through payroll
deductions. The employee stock purchase plan provides an incentive to
participants by permitting purchases at a discounted price. We believe that
ownership of stock by employees will foster greater employee interest in the
success, growth and development of Linc.net.


    Subject to restrictions, each of our employees will be eligible to
participate in the employee stock purchase plan if he or she has been employed
by us for more than six months. Participation is discretionary with each
eligible employee. We have reserved 622,953 shares of common stock for issuance
in connection with the employee stock purchase plan. Each eligible employee is
entitled to purchase a maximum of $25,000 worth of our common stock per year.
Elections to participate and purchases of stock will be made on a quarterly
basis. Each participating employee contributes to the employee stock purchase
plan by choosing a payroll deduction in an amount not exceeding 15% of the
compensation such employee receives on each paydate during the offering period.
A participating employee may increase or decrease the amount of such employee's
payroll deduction (but not above 15%) including a change to a zero deduction as
of the beginning of any calendar quarter. Elected contributions will be credited
to participants' accounts at the end of each calendar quarter. In addition,
employees may make lump sum contributions at the end of the year to enable them
to purchase the maximum number of shares available for purchase during the plan
year.


    Set forth below is a summary of how the employee stock purchase plan will
operate:

    - Each participating employee's contributions will be used to purchase
      shares for the employee's share account within 15 days after the last day
      of each calendar quarter.

    - The cost per share is 85% of the lower of the closing price of our common
      stock on the New York Stock Exchange on the first or the last day of the
      calendar quarter.

    - The number of shares purchased on each employee's behalf and deposited in
      his/her share account is based on the amount accumulated in such
      participant's cash account and the purchase price for shares with respect
      to any calendar quarter.

    - Shares purchased under the stock purchase plan carry full rights to
      receive dividends, if declared.

    - Any dividends attributable to shares in the employee's share account are
      automatically used to purchase additional shares for such employee's share
      account.

    - Share distributions and share splits will be credited to the participating
      employee's share account as of the record date and effective date.

    - A participating employee has full ownership of all shares in his/her share
      account and may withdraw them for sale or otherwise by written request to
      the compensation and organization committee of the board of directors
      following the close of each calendar quarter.

    Subject to applicable federal securities and tax laws, the board of
directors has the right to amend or to terminate the employee stock purchase
plan. Amendments to the employee stock purchase plan will not affect a
participating employee's right to the benefit of the contributions made by such
employee prior to the date of any such amendment. In the event the employee
stock purchase plan is terminated, the compensation committee is required to
distribute all shares held in each participating employee's share account plus
an amount of cash equal to the balance in each participating employee's cash
account.

                                       74

                             PRINCIPAL STOCKHOLDERS


    The following table sets forth certain information regarding our beneficial
ownership as of November 15, 2000, both prior to the offering, reflecting the
reclassification and the one-for-4.1530 stock split, and after the offering on
an as adjusted basis to reflect completion of the offering (assuming the
mid-point of the offering range set forth on the cover of the prospectus), the
reclassification and the one-for-4.1530 stock split by:


    - each person or entity known to us to beneficially own more than 5% of any
      class of outstanding voting securities,

    - each of our named executive officers,

    - each of our directors and

    - all of our directors and executive officers as a group.

    To our knowledge each of such stockholders has sole voting and investment
power as to the shares shown unless otherwise noted. You should keep the
following points in mind as you read the information in the table.


    - The amounts and percentage of our capital stock beneficially owned by a
      holder are reported on the basis of the regulations of the SEC that govern
      the determination of beneficial ownership of securities. Under these
      regulations, a person or group of persons is deemed to be a "beneficial
      owner" of a security if that person or group has or shares "voting power,"
      which includes the power to dispose of or to direct the disposition of the
      security. A person or group of persons is also deemed to be a beneficial
      owner of any securities with respect to which that person or group has a
      right to acquire beneficial ownership within 60 days of November 15, 2000.
      Under these rules, more than one person may be deemed a beneficial owner
      of the same security and a person may be deemed to be a beneficial owner
      of securities as to which that person has no economic interest.



    - The percentage of each class of our capital stock outstanding is based on
      the number of shares of each class of our capital stock outstanding as of
      November 15, 2000, including any such shares deemed outstanding pursuant
      to the definition of beneficial ownership in the preceding paragraph.
      Shares deemed outstanding pursuant to the definition of beneficial
      ownership are deemed to be outstanding when computing the percentage of
      ownership of each person or group of persons named above, but are not
      deemed to be outstanding for the purpose of computing the percentage
      ownership of any other person or group.





                                                                    SHARES BENEFICIALLY OWNED
                                                              --------------------------------------
                                                                            PERCENTAGE    PERCENTAGE
                                                                             OF CLASS      OF CLASS
                                                              NUMBER OF      PRIOR TO     AFTER THE
                                                                SHARES     THE OFFERING    OFFERING
                                                              ----------   ------------   ----------
                                                                                 
PRINCIPAL STOCKHOLDERS:
Banc One Venture Partners(1)................................   4,694,067       28.5%         21.8%
Saunders Karp & Megrue(2)(3)................................   5,791,338       35.1%         26.9%
DIRECTORS AND EXECUTIVE OFFICERS:
Ismael Perera(4)............................................     181,181        1.1%          1.0%
Daniel F. Harrington(5).....................................      61,240      *              *
Emilio Alfonso(6)...........................................      25,636      *              *
Burton E. McGillivray(7)....................................   4,694,067       28.5%         21.8%
William S. Antle(3)(8)......................................     104,199      *              *
Timothy B. Armstrong(9).....................................   5,791,338       35.1%         26.9%
Deborah Clark(10)...........................................     177,106        1.1%          1.0%
Richard W. Detweiler(3)(11).................................      66,172      *              *
John F. Megrue, Jr.(12).....................................   5,791,338       35.1%         26.9%
Paul L. Whiting, Jr.(13)....................................   4,694,067       28.5%         21.8%
All directors and executive officers as a group (10
  persons)..................................................  11,100,939       67.4%         51.6%



- --------------------------


*   Less than one percent.


                                       75


(1) Represents shares held directly by Banc One Venture Partners and shares held
    by Linc.net, LLC, an affiliate of Banc One Venture Partners, which may be
    attributed to Banc One Ventures Partners and certain of its co-investors,
    including Cross Creek IX, Cross Creek X and Cross Creek X-A. In addition,
    Carlisle Linc.net Investors, L.P. is a member of Linc.net, LLC, but does not
    possess the power to vote or dispose of or to direct the voting or
    disposition of Linc.net common or preferred stock. The address of Banc One
    Venture Partners is 55 W. Monroe Street, 16th Floor, Chicago, Illinois
    60670-0610.



(2) Represents shares held directly by Saunders Karp & Megrue and shares held by
    SKM Linc.net, LLC, an affiliate of Saunders Karp & Megrue, which may be
    attributed to Saunders Karp & Megrue and certain of its affiliates,
    including SKM Equity II, SKM Investment II, SKM Equity III and SKM
    Investment. In addition, Carlisle Linc.net is a member of SKM Linc.net, LLC,
    but does not possess the power to vote or dispose of or to direct the voting
    or disposition of Linc.net common or preferred stock. The address of
    Saunders Karp & Megrue, L.P. is 262 Harbor Drive, 4th Floor, Stamford, CT
    06902.



(3) In connection with the proposed InterCon acquisition, SKM Linc.net, LLC and
    William S. Antle will purchase 12,015.0 and 450.0 shares of our Series A
    mandatorily redeemable preferred stock and 133,500.0 and 5,000.0 shares of
    our common stock, respectively, for an aggregate purchase price of
    approximately $13.9 million. Carlisle Linc.net, through its membership
    interest in SKM Linc.net, LLC, will contribute $1.9 million of such purchase
    price. In addition, current management of InterCon will reinvest
    approximately $4.0 million of the proceeds from the acquisition to purchase
    3,600 shares of Series A mandatorily redeemable preferred stock and
    40,000 shares of common stock. All of these shares will be converted into
    common stock in the reclassification and are included on an as converted
    basis in the amounts shown above. The actual amounts of our capital stock
    purchased may differ at the closing of the InterCon acquisition. As a result
    of the transactions described above, some of the information in the table
    may change.



(4) Includes 150,033 shares of common stock which are subject to vesting. The
    address for Mr. Perera is c/o Linc.net, Inc., 6161 Blue Lagoon Drive,
    Suite 300, Miami, Florida 33126.



(5) Includes 48,781 shares of common stock which are subject to vesting. The
    address for Mr. Harrington is c/o Linc.net, Inc., 6161 Blue Lagoon Drive,
    Suite 300, Miami, Florida 33126.



(6) Includes 19,407 shares of common stock which are subject to vesting. The
    address for Mr. Alfonso is c/o Linc.net, Inc., 6161 Blue Lagoon Drive,
    Suite 300, Miami, Florida 33126.



(7) Mr. McGillivray is a Managing Director of Banc One Venture Partners and a
    member of Cross Creek IX, Cross Creek X and Cross Creek X-A. As a result,
    the shares of common stock and preferred stock held by Banc One Venture
    Partners and Linc.net, LLC may be deemed to be beneficially owned by
    Mr. McGillivray, who disclaims beneficial ownership of any such shares in
    which he does not have a pecuniary interest. Mr. McGillivray does not
    directly own any shares of our capital stock. The address of
    Mr. McGillivray is c/o Banc One Venture Partners, 55 W. Monroe Street, 16th
    Floor, Chicago, Illinois 60670-0610.



(8) The address for Mr. Antle is c/o Linc.net, Inc., 6161 Blue Lagoon Drive,
    Suite 300, Miami, Florida 33126.



(9) Mr. Armstrong is a Principal of Saunders Karp & Megrue and a member of:
    Saunders Karp & Megrue Partners, L.L.C., the general partner of SKM
    Partners, L.P., the general partner of SKM Equity II and SKM Investment II;
    and SKM Partners, L.L.C., the general partner of SKM Equity III and SKM
    Investment. As a result, the shares of common stock and preferred stock
    owned by SKM and SKM Linc.net, LLC may be deemed to be beneficially owned by
    Mr. Armstrong, who disclaims beneficial ownership of any such shares in
    which he does not have a pecuniary interest. Mr. Armstrong does not directly
    own any shares of our capital stock. The address of Mr. Armstrong is c/o
    Saunders Karp & Megrue, L.P., 262 Harbor Drive, 4th Floor, Stamford,
    Connecticut 06902.



(10) The address for Ms. Clark is c/o Linc.net, Inc., Southwest Region
    Installation Group, P.O. Box 310, Mineral Wells, Texas 76068.



(11) Mr. Detweiler is a Managing Director of Carlisle Enterprises, LLC, the
    general partner of Carlisle Linc.net. Carlisle directly owns 67,097 shares
    of our common stock. Carlisle Linc.net is a member of each of Linc.net, LLC
    and SKM Linc.net, LLC, but does not possess the power to vote or dispose of
    or to direct the voting or disposition of Linc.net common or preferred
    stock. Mr. Detweiler disclaims beneficial ownership of any shares of common
    stock or preferred stock in which he does not have a pecuniary interest.
    Mr. Detweiler does not directly own any


                                       76


    shares of our capital stock. The address of Mr. Detweiler is c/o Carlisle
    Enterprises, LLC, 7777 Fay Avenue, Suite 200, La Jolla, California 92037.



(12) Mr. Megrue is a Partner of Saunders Karp & Megrue and a member of: Saunders
    Karp & Megrue Partners, L.L.C., the general partner of SKM Partners, L.P.,
    the general partner of SKM Equity II and SKM Investment II; and SKM
    Partners, L.L.C., the general partner of SKM Equity III and SKM Investment.
    As a result, the shares of common stock and preferred stock owned by SKM
    Linc.net, LLC may be deemed to be beneficially owned by Mr. Megrue, who
    disclaims beneficial ownership of any such shares in which he does not have
    a pecuniary interest. Mr. Megrue does not directly own any shares of our
    capital stock. The address of Mr. Megrue is c/o Saunders Karp & Megrue,
    L.P., 262 Harbor Drive, 4th Floor, Stamford, Connecticut 06902.



(13) Mr. Whiting is a Principal of Banc One Venture Partners and a member of
    Cross Creek IX, Cross Creek X and Cross Creek X-A. As a result, the shares
    of common stock and preferred stock held by Banc One Venture Partners and
    Linc.net, LLC may be deemed to be beneficially owned by Mr. Whiting, who
    disclaims beneficial ownership of any such shares in which he does not have
    a pecuniary interest. Mr. Whiting does not directly own any shares of our
    capital stock. The address of Mr. Whiting is c/o Banc One Venture Partners,
    55 W. Monroe Street, 16th Floor, Chicago, Illinois 60670-0610.


                                       77

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

STOCK PURCHASE AGREEMENTS


    From time to time, affiliates of Banc One Venture Partners and Saunders,
Karp & Megrue have entered into stock purchase agreements with us for the
purchase of shares of our Series A mandatorily redeemable preferred stock and
common stock in order to provide equity financing to us in connection with our
acquisitions. These agreements provide Banc One Venture Partners and Saunders
Karp & Megrue with customary rights as investors, many of which terminate at the
time of this offering, including information and inspection rights. As of
November 15, 2000, without giving effect to the InterCon acquisition, affiliates
of Banc One Venture Partners and Saunders Karp & Megrue have purchased, through
these stock purchase agreements, shares of our Series A mandatorily redeemable
preferred stock and common stock for an aggregate purchase price of
approximately $101.3 million. In addition, in connection with the InterCon
acquisition, an affiliate of Saunders Karp & Megrue and certain other
stockholders will make an additional equity investment of approximately
$13.9 million in our company. See "Unaudited Pro Forma Condensed Consolidated
Financial Statements."



    The following table sets forth information with respect to each of the prior
and proposed equity financings described above, prior to the reclassification
and stock split, including the name of the purchaser, date of purchase, number
of shares of Series A mandatorily redeemable preferred stock and common stock
purchased and the aggregate purchase price for such shares.





                                                   SHARES OF SERIES A
                                                      MANDATORILY
                                       DATE OF    REDEEMABLE PREFERRED   SHARES OF COMMON     AGGREGATE
         NAME OF PURCHASER            PURCHASE      STOCK PURCHASED      STOCK PURCHASED    PURCHASE PRICE
         -----------------            ---------   --------------------   ----------------   --------------
                                                                                
Linc.net, LLC.......................  10/19/99        6,480,176.0             720,019.5      $ 7,200,195
SKM Linc.net, LLC...................  12/21/99           13,366.9           1,485,212.6      $14,852,126
Linc.net, LLC.......................  12/21/99            6,886.7             765,193.1      $ 7,651,931
Linc.net, LLC.......................  01/21/00          781,658.0              86,850.9      $   868,509
SKM Linc.net, LLC...................  01/21/00          781,658.0              86,850.9      $   868,509
Linc.net, LLC.......................  03/13/00            6,247.5             694,171.1      $ 6,941,711
SKM Linc.net, LLC...................  03/13/00            6,247.5             694,171.1      $ 6,941,711
Linc.net, LLC.......................  05/02/00            2,307.2             256,356.4      $ 2,563,564
SKM Linc.net, LLC...................  05/02/00            2,307.2             256,356.4      $ 2,563,564
Linc.net, LLC.......................  05/08/00            3,671.6             407,960.3      $ 4,079,603
SKM Linc.net, LLC...................  05/08/00            3,671.6             407,960.3      $ 4,079,603
Linc.net, LLC.......................  05/10/00              201.3              22,375.0      $   223,750
SKM Linc.net, LLC...................  05/10/00              201.3              22,375.0      $   223,750
Linc.net, LLC.......................  06/16/00            2,257.1             250,789.2      $ 2,507,892
SKM Linc.net, LLC...................  06/16/00            2,257.1             250,789.2      $ 2,507,892
Linc.net, LLC.......................  08/03/00           10,334.6           1,148,288.5      $11,482,885
SKM Linc.net, LLC...................  08/03/00           10,334.6           1,148,288.5      $11,482,885
Linc.net, LLC.......................  09/15/00            1,447.3             160,812.7      $ 1,608,127
SKM Linc.net, LLC...................  09/15/00            6,652.7             739,187.3      $ 7,391,873
SKM Linc.net, LLC...................  10/06/00            4,766.4              52,960.0      $10,062,400
SKM Linc.net, LLC...................   Pending           12,015.0           1,335,000.0      $13,350,000



STOCKHOLDERS AGREEMENT


    Linc.net, LLC, an affiliate of Banc One Venture Partners, and SKM Linc.net,
LLC, an affiliate of Saunders Karp & Megrue, have entered into a stockholders
agreement with certain other investors pursuant to which they will nominate and
vote together to elect those individuals who will serve on our board of
directors. Such individuals will include three designees of Saunders Karp &
Megrue and certain


                                       78


of its affiliates and three designees of Banc One Venture Partners and certain
of its affiliates. In addition, the stockholders agreement generally provides
each party with participation rights in the event the other party elects to
transfer its shares, except for transfers to affiliates or in a public sale.



    The provisions described above will continue to be in effect following the
completion of this offering.



AMENDED AND RESTATED STOCKHOLDERS AGREEMENT



    Linc.net, Inc., Linc.net, LLC, an affiliate of Banc One Venture Partners,
SKM Linc.net, LLC, an affiliate of Saunders Karp & Megrue, and certain of our
other stockholders have entered into an amended and restated stockholders
agreement for the purposes, among others, of establishing the composition of our
board of directors, assuring continuity in our management and ownership and
limiting the manner in which shares of our common stock and preferred stock may
be transferred. The amended and restated stockholders agreement provides that
the board of directors will be established at eleven directors or such other
number as may be determined from time to time by affiliates of Banc One Venture
Partners and Saunders Karp & Megrue. In connection with our proposed initial
public offering, we expect to appoint at least one additional director not
otherwise affiliated with us or any of our stockholders.



    The amended and restated stockholders agreement generally restricts the
transfer of any shares of our stock held by the parties to such agreement with
certain limited exceptions that include, but are not limited to, registered
public offerings and sales under Rule 144 of the Securities Act. The parties to
the amended and restated stockholders agreement, other than affiliates of Banc
One Venture Partners and Saunders Karp & Megrue, have granted Linc.net a right
of first refusal with respect to shares of its common stock and preferred stock
which, if not exercised by Linc.net, may be exercised by affiliates of Banc One
Venture Partners and Saunders Karp & Megrue. In addition, each of the parties to
the amended and restated stockholders agreement, subject to certain limited
exceptions, has the right to participate in any transfer of shares by any other
party to the agreement. Each party to the amended and restated stockholders
agreement has also agreed to consent to a sale of Linc.net if the board of
directors, Linc.net, LLC and SKM Linc.net, LLC approve the sale.



    All of the foregoing, provisions of the amended and restated stockholders
agreement will terminate upon completion of this offering.


MANAGEMENT SERVICES ARRANGEMENTS


    We were parties to Management Services Agreements with each of Banc One
Venture Partners, Saunders Karp & Megrue and Carlisle Enterprises LLC, a private
equity investment firm that owns a significant equity interest in Linc.net
through Linc.net, LLC and SKM Linc.net, LLC and with whom one of our directors
is affiliated. Under these arrangements, those entities assisted our management
and board of directors by providing them with advice and consulting services on
general business and financial matters, including with respect to strategic
acquisitions, for a fee. We paid $250,000 in 1999, $667,000 in the nine months
ended September 30, 2000 and $917,000 in the twelve months ended September 30,
2000 under these arrangements. In connection with services rendered to us for
this offering, we terminated these agreements on September 1, 2000, for
20,000 shares of our common stock and 1,800 shares of Series A mandatorily
redeemable preferred stock. We no longer have any future cash payment
obligations under these agreements.



    In addition, Banc One Equity Capital, Saunders Karp & Megrue and Carlisle
will have received, assuming the completion of the InterCon acquisition, an
aggregate of approximately $5.1 million in transaction fees in connection with
the completion of each of our acquisitions. We expect that each of Banc One
Venture Partners, Saunders Karp & Megrue and Carlisle will continue to provide
our management and board of directors with advice and consultation on general
business and financial matters, including acquisitions.


                                       79


EXECUTIVE STOCK PURCHASE AGREEMENTS



    Messrs. Perera, Harrington and Alfonso have each purchased shares of
Linc.net capital stock under a series of Executive Stock Purchase Agreements.
The Executive Stock Purchase Agreements provided for the sale to each executive
of shares of Series A mandatorily redeemable preferred stock and common stock.
Each executive paid for all or a portion of their shares by delivery of a
promissory note in the amounts listed below, secured by a pledge of such shares.
In the case of notes issued to purchase incentive-based compensation, our
recourse against each executive personally is limited to 50% of the original
principal amount of the note and 100% of the accrued and unpaid interest on the
note. In the case of all other notes issued to purchase our stock, our recourse
against each executive personally is 100% of the original principal amount of
the note and 100% of the accrued and unpaid interest on the note. A portion of
the shares held by Messrs. Perera, Harrington and Alfonso are subject to vesting
schedules. In the case of Mr. Alfonso, such shares become vested in equal
installments over a four-year period. In the case of Messrs. Perera and
Harrington, 50% of such shares become vested in equal installments over a
four-year period while the remainder become vested upon a sale of us or an
initial public offering in which we receive a specified amount of proceeds.



    The following table describes the total purchases under each executive's
Executive Stock Purchase Agreement(s), without giving effect to the
reclassification and stock split. Shares subject to the vesting schedule
described above are shown in parentheses.





                                                               SERIES A
                                                              MANDATORILY     TOTAL PRINCIPAL
                           DATE OF            COMMON          REDEEMABLE      AMOUNT DUE UNDER
EXECUTIVE                  PURCHASE            STOCK        PREFERRED STOCK   PROMISSORY NOTES
- ---------              ----------------   ---------------   ---------------   ----------------
                                                                  
Ismael Perera........  October 19, 1999    32,500 (25,000)        675             $249,750
Daniel F.
Harrington...........   August 18, 2000     10,500 (7,500)        270             $174,925
Emilio Alfonso.......      May 22, 2000      4,000 (2,500)        135             $152,475



THE TELPRO ACQUISITION AND RELATED TRANSACTIONS


    On March 13, 2000, we acquired 49% of the outstanding voting stock of Telpro
Technologies, Inc. We also acquired an option to purchase the remainder of the
outstanding voting stock of Telpro Technologies. In connection with this
acquisition, Mr. Perera purchased 2% of the outstanding voting stock of Telpro
Technologies for an aggregate purchase price of $435,490. Mr. Perera paid for
his Telpro Technologies shares by delivery of a promissory note. In addition,
Larry Jordan, the founder of Telpro Technologies and its largest stockholder,
retained 49% of its outstanding voting stock. This ownership structure was
initially designed to preserve Telpro Technologies' status as a minority-owned
business enterprise.



    At the request of our lenders, we agreed to change the ownership structure
such that Telpro Technologies would become our wholly-owned subsidiary. To that
end, on October 6, 2000, pursuant to a stock purchase agreement dated March 13,
2000 by and among Linc.net, Telpro Technologies and the other sellers named
therein, we exercised our option to purchase Mr. Jordan's voting stock for an
aggregate purchase price of $11,184,647. In addition, we repurchased
Mr. Perera's Telpro Technologies stock. In connection with the foregoing, Telpro
Technologies divested a product line of its business, consisting primarily of
the purchase and sale of telecommunications equipment, into a newly formed
subsidiary, Telpro Products, Inc., pursuant to a Contribution Agreement dated
October 6, 2000 by and between Telpro Technologies and Telpro Products, Inc.
Telpro Technologies owns a 49% interest in Telpro Products, and Messrs. Perera
and Jordan collectively own a 51% interest in Telpro Products. This stucture
allowed us to maintain minority-owned business enterprise status for Telpro
Products.



    The Telpro Products shares owned by Messrs. Perera and Jordan are subject to
repurchase by Telpro Products at the lower of then-current fair market value or
cost if such executive's employment with us is terminated with cause, or such
executive resigns prior to the tenth anniversary of the purchase. In the event


                                       80


of death, disability or such executive's employment is terminated without cause,
Telpro Products has the right to repurchase such shares at their then-current
fair market value. Messrs. Perera and Jordan paid for their Telpro Products
shares by delivery of a promissory note in an amount based on the value of
Telpro Products' net assets at the time of closing of the purchase of their
shares, secured by a pledge of such Telpro Products shares. Our recourse against
Messrs. Perera and Jordan personally is limited in each case to 50% of the
original principal amount of the note plus 100% of any accrued and unpaid
interest. In connection with establishing the organization described above,
Telpro Products entered into an agreement with Telpro Technologies providing for
the payment of certain fees and expenses owed to Telpro Technologies by Telpro
Products.


OTHER AGREEMENTS


    We have entered into an agreement with Gateway Partners, Inc., a stockholder
of our company, under which Gateway will assist us in the identification,
analysis and negotiation of proposed acquisitions in exchange for fees
determined as a percentage of the acquisition cost. The agreement with Gateway
is non-exclusive and can be terminated with 30 days written notice. As of
November 15, 2000, we have paid approximately $5.1 million in fees and related
expenses under this agreement, assuming the completion of the InterCon
acquisition.


INTERESTS OF CERTAIN EXPERTS


    Randolph Street Partners and Randolph Street Partners 1998 DIF, LLC, which
we collectively refer to as Randolph Street Partners, have purchased
48,792 shares of common stock on the same terms and conditions as other Linc.net
investors. In connection with that purchase, Randolph Street Partners entered
into the registration agreement described under "Shares Eligible for Future
Sale." Some partners of Kirkland & Ellis are partners in Randolph Street
Partners. Kirkland & Ellis has provided legal services to Banc One Venture
Partners and Linc.net from time to time and expects to continue to do so for the
foreseeable future.


                                       81

                      DESCRIPTION OF CERTAIN INDEBTEDNESS

SENIOR CREDIT FACILITY

    On June 16, 2000, we entered into an amended and restated senior credit
facility with PNC Bank, National Association, as Agent, General Electric Capital
Corporation, as Syndication Agent, PNC Capital Markets, Inc., as Lead Arranger,
and various other lenders that provides for:

    - a revolving credit facility of up to $30.0 million in revolving credit
      loans and letters of credit,

    - a Term Loan A facility of $100.0 million in term loans and

    - a Term Loan B facility of $100.0 million in term loans.


We may borrow amounts under the senior credit facility to provide a portion of
the proceeds required for our current operating companies and other permitted
acquisitions, to pay related fees and expenses and to fund working capital and
general corporate needs. All revolving loans incurred under the senior credit
facility will mature on June 16, 2005. At November 20, 2000, there was
approximately $218.9 million outstanding and approximately $11.1 million of
unused borrowing capacity under the senior credit facility. The following is a
summary of the material terms of the senior credit facility:


    The senior credit facility is secured by:

    - a first priority security interest in all of our receivables, contracts,
      contract rights, equipment, intellectual property, inventory and all other
      tangible and intangible assets and each of our domestic subsidiaries,
      subject to certain customary exceptions and

    - a pledge of all capital stock of any direct and indirect domestic
      subsidiaries.


    Our borrowings under the senior credit facility bear interest at a floating
rate and may be maintained by us as base rate loans or, at our option, as
Euro-rate loans. Base rate loans bear interest at the base rate plus an
applicable margin ranging from 1.25% to 2.00 for the revolving credit facility
and the Term Loan A facility and 2.5% for the Term Loan B facility. Base rate is
defined in the senior credit facility as the higher of (x) the interest rate per
annum announced from time to time by PNC Bank and (y) the federal funds
effective rate, plus one half percent ( 1/2%) per annum. Euro-rate loans bear
interest at the Euro-rate as described in the amended senior credit facility,
plus an applicable margin ranging from 2.75% to 3.5% for the revolving credit
facility and the Term Loan A facility, and 4.0% for the Term Loan B facility. As
of November 20, 2000:



    - there was approximately $19.4 million outstanding under the revolving
      credit facility, with a current interest rate of 11.5%,



    - there was approximately $100.0 million outstanding under Term Loan A, with
      a current interest rate of 10.12% and



    - there was approximately $99.5 million outstanding under Term Loan B, with
      a current interest rate of 10.62%.



    Under the senior credit facility we must also pay commitment fees, which are
calculated at a rate per annum based on a financial covenant in the case of the
revolving credit loans and the Term Loan A facility. If our leverage ratio is
less than 2.25, our commitment fee is equal to 0.375% of amounts committed under
the revolving credit facility and the Term Loan A facility. If our leverage
ratio is greater than 2.25, our commitment fee is equal to 0.5% of amounts
committed under the revolving credit facility and the Term Loan A facility.



    Prior to the maturity date, funds borrowed under the revolving credit
facility may be borrowed, repaid and reborrowed, without premium or penalty. The
term loans mature, and as a result must be repaid, in quarterly installments on
March 31, June 30, September 30 and December 31 of each year, beginning on


                                       82


June 30, 2000. Term Loan A will mature in quarterly installments in an amount
equal to a percentage of amounts outstanding under Term Loan A increasing from
2.5% to 8.75% from March 2001 through 2005. Term Loan B will mature in quarterly
installments in an amount equal to $250,000 from June 2000 through March 2005
and in an amount equal to $11,875,000 from June 2005 to March 2007.


    Voluntary prepayments of amounts outstanding under the amended senior credit
facility are permitted at any time, so long as we give notice as required by the
facility. However, if a prepayment is made with respect to a Euro-rate loan and
the prepayment is made on a date other than an interest payment date, we must
pay a fee to compensate the lender for losses and expenses incurred as a result
of the prepayment. Covenants in the senior credit facility require us to use 50%
of the proceeds we receive in specified debt or equity issuances to repay
outstanding principal.


    The senior credit facility requires us to meet financial tests, including
without limitation, minimum fixed charge coverage ratios, a maximum leverage
ratio and a minimum interest coverage ratio. In addition, the senior credit
facility contains covenants which, among other things, limit the incurrence of
additional indebtedness, investments, dividends, transactions with affiliates,
asset sales, acquisitions, mergers and consolidations, prepayments of other
indebtedness, liens and encumbrances and other matters customarily restricted in
such agreements.



    The senior credit facility contains events of default, including without
limitation, payment defaults, breaches of representations and warranties,
covenant defaults, cross-defaults to other indebtedness in excess of
$1.0 million, specified events of bankruptcy and insolvency, judgment defaults
in excess of $1.0 million, failure of any guaranty or security document
supporting the senior credit facility to be in full force and effect and a
change of control of Linc.net.



    Prior to the completion of this offering, we expect to amend and restate our
senior credit facility to allow for additional borrowings of approximately
$25.0 million, the proceeds of which will be used in part to finance the
InterCon acquisition. We expect that customary fees will be paid in connection
with such borrowings.


                                       83

                          DESCRIPTION OF CAPITAL STOCK

GENERAL MATTERS


    Upon completion of this offering and the amendment to our certificate of
incorporation, the total amount of our authorized capital stock will consist of
150,000,000 shares of common stock and 5,000,000 shares of preferred stock.



    After giving effect to this offering, we will have 21,500,000 shares of
common stock outstanding, or 22,205,000 shares if the underwriters'
over-allotment option is exercised in full, and no shares of preferred stock
outstanding. As of November 15, 2000, without giving effect to the InterCon
acquisition, we had 52 stockholders of record with respect to our common stock
and 52 stockholders of record with respect to our preferred stock.


    The certificate of incorporation and by-laws contain provisions that are
intended to enhance the likelihood of continuity and stability in the
composition of the board of directors and which may have the effect of delaying,
deferring or preventing a future takeover or change in control of Linc.net
unless such takeover or change in control is approved by the board of directors.

THE RECLASSIFICATION


    We currently have three classes of capital stock, designated as Series A
mandatorily redeemable preferred stock, Series B redeemable preferred stock and
common stock. The Series A mandatorily redeemable preferred stock and Series B
redeemable preferred stock are generally identical, except in connection with
certain scheduled and mandatory redemptions as described in our certificate of
incorporation. Immediately prior to the completion of this offering, we will
amend our certificate of incorporation in order to reclassify all of the
outstanding shares of Series A mandatorily redeemable preferred stock and
Series B redeemable preferred stock into a single class of common stock. The
number of shares to be issued in this reclassification will be determined by
dividing the liquidation value of each such share plus accrued and unpaid
dividends thereon by the value of a share of our common stock based on the
initial public offering price.



    Assuming an initial public offering price of $16.00 per share, the mid-point
of the range set forth on the cover page of this prospectus, an aggregate of
9,587,623 shares of common stock would have been issued on January 31, 2001, the
expected effective date of this offering, in exchange for the outstanding shares
of Series A mandatorily redeemable preferred stock and Series B redeemable
preferred stock in connection with the reclassification. The actual number of
shares of common stock that will be issued as a result of the reclassification
is subject to change based on the actual offering price and the closing date of
this offering. Fractional shares otherwise issuable as a result of the
reclassification will be rounded to the nearest whole number. Unless otherwise
stated, the information contained in this prospectus assumes the
reclassification of all of our outstanding Series A mandatorily redeemable
preferred stock and Series B redeemable preferred stock into common stock that
will occur immediately prior to the effectiveness of the registration statement
of which this prospectus is a part.



COMMON STOCK


    Subject to the prior rights of the holders of any preferred stock, the
holders of outstanding shares of common stock are entitled to receive dividends
out of assets legally available for such purpose at such time and in such
amounts as the board of directors may from time to time determine. See "Dividend
Policy." The shares of common stock are not convertible and the holders thereof
have no preemptive or subscription rights to purchase any of our securities.
Upon liquidation, dissolution or winding up of Linc.net, the holders of common
stock are entitled to receive pro rata our assets which are legally available
for distribution, after payment of all debts and other liabilities and subject
to the prior rights of any holders of preferred stock then outstanding. Each
outstanding share of common stock is entitled to one vote on all matters
submitted to a vote of stockholders. There is no cumulative voting. Except as
otherwise required

                                       84

by law or our certificate of incorporation, the holders of the common stock and
the holders of the preferred stock, if any, vote together as a single class on
all matters submitted to a vote of stockholders.

    We intend to file an application for our common stock to be listed on the
New York Stock Exchange under the symbol "LN."

SERIAL PREFERRED STOCK


    Our board of directors may, without further action by our stockholders, from
time to time, direct the issuance of shares of preferred stock in a series and
may, at the time of issuance, determine the rights, preferences and limitations
of each series. Satisfaction of any dividend preferences of outstanding shares
of preferred stock would reduce the amount of funds available for the payment of
dividends on shares of common stock. Holders of shares of preferred stock may be
entitled to receive a preference payment in the event of any liquidation,
dissolution or winding-up of Linc.net before any payment is made to the holders
of shares of common stock. Under specified circumstances, the issuance of shares
of preferred stock may render more difficult or tend to discourage a merger,
tender offer or proxy contest, the assumption of control by a holder of a large
block of our securities or the removal of incumbent management. Upon the
affirmative vote of a majority of the total number of directors then in office,
the board of directors, without stockholder approval, may issue shares of
preferred stock with voting and conversion rights which could adversely affect
the holders of shares of common stock. After the reclassification of our
Series A mandatorily redeemable preferred stock and Series B redeemable
preferred stock described above, there will be no shares of preferred stock
outstanding, and we have no present intention to issue any shares of preferred
stock.


MATERIAL PROVISIONS OF THE RESTATED CERTIFICATE OF INCORPORATION AND BY-LAWS

    The certificate of incorporation provides that stockholder action can be
taken only at an annual or special meeting of stockholders and cannot be taken
by written consent in lieu of a meeting. The certificate of incorporation and
the by-laws provide that, except as otherwise required by law, special meetings
of the stockholders can only be called pursuant to a resolution adopted by a
majority of the board of directors or by our chief executive officer.
Stockholders will not be permitted to call a special meeting or to require our
board of directors to call a special meeting.

    Our restated certificate of incorporation also provides for our board of
directors to be divided into three classes, as nearly equal in number as
possible, serving staggered terms. Approximately one-third of our board of
directors will be elected each year. For more information, see "Management."
Under the Delaware General Corporation Law and unless the certificate of
incorporation provides otherwise, directors serving on a classified board can
only be removed for cause. The provision for a classified board could prevent a
party who acquires control of a majority of the outstanding voting stock from
obtaining control of the board until the second annual stockholders meeting
following the date the acquiror obtains the controlling stock interest. The
classified board provision could have the effect of discouraging a potential
acquiror from making a tender offer or otherwise attempting to obtain control of
Linc.net and could increase the likelihood that incumbent directors will retain
their positions.

    The by-laws establish an advance notice procedure for stockholder proposals
to be brought before an annual meeting of our stockholders, including proposed
nominations of persons for election to the board. Stockholders at an annual
meeting may only consider proposals or nominations specified in the notice of
meeting or brought before the meeting by or at the direction of the board of
directors or by a stockholder who was a stockholder of record on the record date
for the meeting, who is entitled to vote at the meeting and who has given to our
secretary timely written notice, in proper form, of such stockholder's intention
to bring that business before the meeting. Although the by-laws do not give the
board the power to approve or disapprove stockholder nominations of candidates
or proposals regarding other business to be conducted at a special or annual
meeting, the by-laws may have the effect of precluding the conduct of certain
business at a meeting if the proper procedures are not followed or may
discourage or defer a potential

                                       85

acquiror from conducting a solicitation of proxies to elect its own slate of
directors or otherwise attempting to obtain control of Linc.net.

    The certificate of incorporation and by-laws provide that the affirmative
vote of holders of at least 66 2/3% of the total votes eligible to be cast in
the election of directors is required to amend, alter, change or repeal certain
of their provisions. This requirement of a super-majority vote to approve
amendments to the certificate of incorporation and by-laws could enable a
minority of our stockholders to exercise veto power over any such amendments.

MATERIAL PROVISIONS OF DELAWARE LAW

    Following the consummation of this offering, we will be subject to the
"Business Combination" provisions of the Delaware General Corporation Law. In
general, such provisions prohibit a publicly held Delaware corporation from
engaging in various "business combination" transactions with any "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an "interested stockholder," unless:

    - the transaction is approved by the board of directors prior to the date
      the "interested stockholder" obtained such status,

    - upon consummation of the transaction which resulted in the stockholder
      becoming an "interested stockholder," the "interested stockholder," owned
      at least 85% of the voting stock of the corporation outstanding at the
      time the transaction commenced, excluding for purposes of determining the
      number of shares outstanding those shares owned by (a) persons who are
      directors and also officers and (b) employee stock plans in which employee
      participants do not have the right to determine confidentially whether
      shares held subject to the plan will be tendered in a tender or exchange
      offer, or

    - on or subsequent to such date the "business combination" is approved by
      the board of directors and authorized at an annual or special meeting of
      stockholders by the affirmative vote of at least 66 2/3% of the
      outstanding voting stock which is not owned by the "interested
      stockholder."

    A "business combination" is defined to include mergers, asset sales and
other transactions resulting in financial benefit to a stockholder. In general,
an "interested stockholder" is a person who, together with affiliates and
associates, owns (or within three years, did own) 15% or more of a corporation's
voting stock. The statute could prohibit or delay mergers or other takeover or
change in control attempts with respect to Linc.net and, accordingly, may
discourage attempts to acquire Linc.net.

OTHER PROVISIONS THAT COULD DETER OR PREVENT A CHANGE OF CONTROL

    In addition, a change of control of Linc.net would cause an event of default
under our senior credit facility. For more information, see "Description of
Certain Indebtedness." Further, our compensation and organization committee has
the authority to declare options fully vested and exercisable upon a change of
control of Linc.net. See "Management--Linc.net 2000 Long-Term Equity Incentive
Plan."

LIMITATIONS ON LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS


    The certificate of incorporation limits the liability of directors to the
fullest extent permitted by the Delaware General Corporation Law. In addition,
the certificate of incorporation provides that we will indemnify our directors
and officers to the fullest extent permitted by such law. Insofar as
indemnification for liabilities under the Securities Act of 1933 may be
permitted to officers, directors or persons controlling Linc.net pursuant to the
foregoing provisions, we have been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is therefore unenforceable.


    We expect to enter into indemnification agreements with our current
directors and executive officers prior to the completion of the offering and
expect to enter into a similar agreement with any new directors or executive
officers.

TRANSFER AGENT AND REGISTRAR

    The Transfer Agent and Registrar for our common stock is First Union
Securities, Inc.

                                       86

                        SHARES ELIGIBLE FOR FUTURE SALE

    Prior to this offering, there was no market for our common stock. We can
make no predictions as to the effect, if any, that sales of shares or the
availability of shares for sale will have on the market price for our common
stock prevailing from time to time. Nevertheless, sales of significant amounts
of our common stock in the public market, or the perception that such sales may
occur, could adversely affect prevailing market prices.

SALE OF RESTRICTED SHARES


    Upon completion of this offering, we will have 21,500,000 shares of common
stock outstanding. In addition, 115,334 shares of common stock are issuable upon
the exercise of outstanding stock options. Of the shares outstanding after the
offering, 4,700,000 shares of common stock, or 5,405,000 shares if the
underwriters' over-allotment is exercised in full, are freely tradeable without
restriction under the Securities Act, except for any such shares which may be
held or acquired by an "affiliate" of Linc.net, as that term is defined in
Rule 144 promulgated under the Securities Act, which shares will be subject to
the volume limitations and other restrictions of Rule 144 described below.



    An aggregate of 16,477,692 shares of common stock held by our existing
stockholders upon completion of the offering will be "restricted securities," as
that phrase is defined in Rule 144, and may not be resold in the absence of
registration under the Securities Act or pursuant to an exemption from such
registration, including among others, the exemptions provided by Rule 144 under
the Securities Act.



    In general, under Rule 144 as currently in effect, beginning 90 days after
the date of this prospectus, if a period of at least one year has elapsed since
the later of the date the "restricted securities" were acquired from us or the
date they were acquired from an affiliate, then the holder of such restricted
securities, including an affiliate, is entitled to sell in the public market a
number of shares within any three-month period that does not exceed the greater
of 1% of the then outstanding shares of the common stock, or the average weekly
reported volume of trading of the common stock on the New York Stock Exchange
during the four calendar weeks preceding such sale. The holder may only sell
such shares through "brokers' transactions" or in transactions directly with a
"market maker," as such terms are defined in Rule 144. Sales under Rule 144 are
also subject to requirements regarding providing notice of such sales and the
availability of current public information concerning us. Affiliates may sell
shares not constituting restricted securities in accordance with the foregoing
volume limitations and other requirements but without regard to the one-year
holding period.


    Under Rule 144(k), if a period of at least two years has elapsed between the
later of the date restricted securities were acquired from us or the date they
were acquired from an affiliate, as applicable, a holder of such restricted
securities who is not an affiliate at the time of the sale and has not been an
affiliate for at least three months prior to the sale would be entitled to sell
the shares in the public market without regard to the volume limitations and
other restrictions described above.


    Securities issued in reliance on Rule 701, such as shares of common stock
acquired upon exercise of certain options granted under Linc.net stock plans,
are also restricted and, beginning 90 days after the effective date of this
prospectus, may be sold by stockholders other than affiliates of Linc.net
subject only to the manner of sale provisions of Rule 144 and by affiliates
under Rule 144 without compliance with its one-year holding period requirement.
Options to purchase an aggregate of 115,334 shares of common stock are
outstanding under our 1999 stock option plan and long-term equity incentive
plan. In addition, we intend to file registration statements on Form S-8 as
described below.


REGISTRATION ON FORM S-8


    We intend to file registration statements on Form S-8 under the Securities
Act to register approximately 1,266,671 shares of common stock issuable under
our stock option plans. These registration statements are expected to be filed
within six months of the effective date of the registration statement of


                                       87


which this prospectus is a part and will be effective upon filing. Shares issued
upon the exercise of stock options after the effective date of the Form S-8
registration statements will be eligible for resale in the public market without
restriction, subject to Rule 144 limitations applicable to affiliates and the
lock-up agreements described below.


LOCK-UP AGREEMENTS


    Notwithstanding the foregoing, Linc.net, our executive officers, directors
and each of our other existing stockholders and optionholders have agreed not to
offer, sell, contract to sell or otherwise dispose of any common stock for a
period of 180 days after the date of this prospectus without the prior written
consent of Morgan Stanley Dean Witter, except, in the case of Linc.net, for the
shares of common stock to be issued in connection with the offering, pursuant to
employee benefit plans existing on the date of this prospectus, upon the
exercise of options and warrants or the conversion of securities outstanding on
the date of this prospectus, or as consideration for the purchase by us of any
business or assets to parties that agree to be bound by the foregoing
restrictions, and certain permitted transfers to related parties that agree to
be bound by the foregoing restrictions and certain permitted sales of shares
acquired in the open market following the completion of the offering. We
currently expect that all of our outstanding shares of common stock will be
subject to these lock-up agreements.


REGISTRATION AGREEMENT


    Linc.net and some of its stockholders, including Banc One Venture Partners
and Saunders Karp & Megrue and certain of their affiliates, have entered into a
registration agreement, under which holders of registrable securities have the
right at any time after our initial public offering, subject to certain
conditions, to require us to register any or all of their shares of common stock
under the Securities Act on Form S-1, a "long-form registration," at our expense
or on Form S-2 or Form S-3, or a "short-form registration," at our expense. We
are not generally required, however, to effect any such long-form registration
or short-form registration during any lock-up period imposed by an underwriter
in an underwritten public offering and may postpone the filing of such
registration for up to 90 days if we believe that such a registration would
reasonably be expected to have an adverse effect on any proposal or plan by us
or any of our subsidiaries to engage in an acquisition, merger or similar
transaction.



    In addition, all holders of registerable securities are entitled to request
the inclusion of any shares of common stock subject to the registration
agreement in any registration statement at our expense whenever we propose to
register any of our securities under the Securities Act, subject to customary
exceptions. Holders of registrable securities included in the registration have
the right to approve the underwriters for the offering.



    In connection with all such registrations, we have agreed to indemnify all
holders of registerable securities against certain liabilities, including
liabilities under the Securities Act. In addition, all the parties to the
Registration Agreement have agreed not to make any public sales of their
registrable securities during any lock-up period imposed by an underwriter in an
underwritten public offering. The holders of an aggregate of 16,477,692 shares
of common stock have rights under the registration agreement to require us to
register their shares of common stock under the Securities Act at our expense if
certain conditions are met.


                                       88

           MATERIAL U.S. FEDERAL TAX CONSEQUENCES TO NON-U.S. HOLDERS

GENERAL


    The following is a general discussion of the principal U.S. federal income
and estate tax consequences of the purchase, ownership, and disposition of our
common stock by a non-U.S. holder. For this purpose, a non-U.S. holder is
defined as any person or entity that is, for U.S. federal income tax purposes:



    - a foreign corporation or other entity taxable as a corporation,



    - a nonresident alien individual or


    - a foreign estate or trust.


If an entity treated as a partnership for U. S. federal income tax purposes
holds our common shares, the tax treatment of each partner will generally depend
upon the status of the partner and upon the activities of the partnership. If
you are a partner of a partnership holding our common shares, you should consult
your tax advisor. This discussion is based on currently existing provisions of
the Internal Revenue Code of 1986, as amended, existing, temporary and proposed
Treasury regulations promulgated thereunder, and administrative and judicial
interpretations thereof, all as in effect or proposed on the date hereof and all
of which are subject to change, possibly with retroactive effect, or different
interpretations. This discussion is limited to non-U.S. holders who hold shares
of common stock as capital assets within the meaning of section 1221 of the
Internal Revenue Code. Moreover, this discussion does not address all of the tax
consequences that may be relevant to particular non-U.S. holders in light of
their personal circumstances. Special tax rules that may apply to some non-U.S.
holders, including banks, insurance companies, dealers in securities and traders
in securities who elect to apply a market-to-market method of accounting, or
special tax rules that may apply to a non-U.S. holder that holds our common
stock as part of a "straddle," "hedge" or "conversion transaction," and,
further, does not discuss certain tax provisions which may apply to individuals
who relinquish their U.S. citizenship or residence.



    An individual may, subject to certain exceptions, be deemed to be a resident
alien, as opposed to a nonresident alien, by virtue of being present in the
United States for at least 31 days in the calendar year and for an aggregate of
at least 183 days during a three-year period ending in the current calendar
year. For such purposes all of the days present in the current year, one-third
of the days present in the immediately preceding year, and one-sixth of the days
present in the second preceding year are counted. Resident aliens are subject to
U.S. federal income tax as if they were U.S. citizens and, thus, are not
non-U.S. holders for purposes of this discussion.



    We have not and will not seek a ruling from the IRS with respect to the U.S.
federal income tax consequences described below, and as a result, there can be
no assurance that the IRS will not disagree with or challenge any of the
conclusions set forth in this discussion.


    EACH PROSPECTIVE PURCHASER OF COMMON STOCK IS ADVISED TO CONSULT A TAX
ADVISOR WITH RESPECT TO CURRENT AND POSSIBLE FUTURE TAX CONSEQUENCES OF
PURCHASING, OWNING AND DISPOSING OF COMMON STOCK AS WELL AS ANY TAX CONSEQUENCES
THAT MAY ARISE UNDER THE LAWS OF ANY U.S. STATE, MUNICIPALITY OR OTHER TAXING
JURISDICTION, OR NON-U.S. TAXING JURISDICTION.

DIVIDENDS


    In the event that dividends are paid on shares of common stock, dividends
paid to a non-U.S. holder of common stock generally will be subject to
withholding of U.S. federal income tax at a 30% rate or such lower rate as may
be specified by an applicable income tax treaty. To claim the benefit of a lower
federal income tax rate under an income tax treaty, a non-U.S. holder of common
stock must properly file with the payor an IRS Form 1001 or a Form W-8BEN, or
successor form, claiming an exemption from or reduction in withholding under
such tax treaty. A Form 1001 is replaced with a Form W-8BEN for payments after
December 31, 2000.


                                       89


    However, any dividends paid on shares of common stock to a non-U.S. holder
will not be subject to withholding tax, but instead will be subject to U.S.
federal income tax on a net basis at applicable graduated individual or
corporate rates if:



    - dividends are effectively connected with the conduct of a trade or
      business by the non-U.S. holder within the United States and, where a tax
      treaty applies, are attributable to a U.S. permanent establishment, or, in
      the case of an individual, a "fixed base" in the U. S., of the non-U.S.
      holder (collectively referred to as "U.S. trade or business income"); and


    - an IRS Form 4224 or a Form W-8 ECI, or successor form, is filed with the
      payor.

Any U. S. trade or business income received by a foreign corporation may, under
certain circumstances, be subject to an additional "branch profits tax" at a
rate of 30% or such lower rate as may be specified by an applicable income tax
treaty.


    Unless the payor has knowledge to the contrary, dividends paid prior to
January 1, 2001 to an address outside the United States are presumed to be paid
to a resident of such country for purposes of the withholding discussed above
and for purposes of determining the applicability of a tax treaty rate. However,
recently finalized Treasury Regulations pertaining to U.S. federal withholding
tax provide that a non-U.S. holder must comply with certification procedures,
or, in the case of payments made outside the United States with respect to an
offshore account, certain documentary evidence procedures, directly or under
specified circumstances through an intermediary, to obtain the benefits of a
reduced rate under an income tax treaty with respect to dividends paid after
December 31, 2000. In addition, the final withholding tax regulations will
require a non-U.S. holder who provides an IRS Form W-8BEN or successor form, as
discussed above, also to provide its U.S. taxpayer identification number.



    A non-U.S. holder of common stock eligible for a reduced rate of U.S.
withholding tax pursuant to an income tax treaty may obtain a refund of any
excess amounts withheld by filing an appropriate claim for refund with the IRS.


GAIN ON DISPOSITION OF COMMON STOCK


    A non-U.S. holder generally will not be subject to U.S. federal income tax
with respect to gain recognized on a sale or other disposition of common stock
unless:


    (1) the gain is a U. S. trade or business income;


    (2) in the case of a non-U.S. holder who is an individual and holds the
       common stock as a capital asset, such holder is present in United States
       for 183 or more days in the taxable year of the sale or other disposition
       and certain other conditions are met; or



    (3) Linc.net is or has been a U.S. real property holding corporation, for
       U.S. federal income tax purposes at any time within the shorter of the
       five-year period preceding the disposition or the period that the
       non-U.S. holder held the common stock as discussed below.



    An individual non-U.S. holder who falls under clause (1) or (3) above will,
unless an applicable treaty provides otherwise, be taxed on his or her net gain
derived from the sale under regular graduated U.S. federal income tax rates. An
individual non-U.S. holder who falls under clause (2) above will be subject to a
flat 30% tax on the gain derived from the sale, which may be offset by certain
U.S. capital losses.



    A non-U.S. holder that is a foreign corporation falling under clause (1)
above will be taxed on its gain under regular corporate U.S. federal income tax
rates and may be subject to an additional branch profits tax equal to 30% of its
effectively connected earnings and profits within the meaning of the Internal
Revenue Code for the taxable year, as adjusted for certain items, unless it
qualifies for a lower rate under an applicable income tax treaty.


                                       90


    A corporation is a U.S. real property holding corporation if the fair market
value of the U.S. real property interests held by the corporation is 50% or more
of the aggregate fair market value of its U.S. and foreign real property
interests and any other assets used or held for use by the corporation in a
trade or business. Based on its current and anticipated assets, Linc.net
believes that it is not currently, and is likely not to become, a U.S. real
property holding corporation. However, since the determination of U.S. real
property holding corporation status is based upon the composition of the assets
of Linc.net from time to time, and because there are uncertainties in the
application of certain relevant rules, there can be no assurance that Linc.net
will not become a U.S. real property holding corporation. If Linc.net were to
become a U.S. real property holding corporation, then gain on the sale or other
disposition of common stock by a non-U.S. holder generally would be subject to
U.S. federal income tax unless both


    - the common stock was "regularly traded" on an established securities
      market within the meaning of the Code and applicable Treasury regulations;
      and


    - the non-U.S. holder actually or constructively owned 5% or less of the
      common stock during the shorter of the five-year period preceding such
      disposition or the non-U.S. holder's holding period.



Non-U.S. holders should consult their tax advisors concerning any U.S. tax
consequences that may arise if Linc.net were to become a U.S. real property
holding corporation.


FEDERAL ESTATE TAX

    Common stock owned or treated as owned by an individual who is not a citizen
or resident, as defined for either United States federal income or estate tax
purposes, of the United States at the time of death will be included in such
holder's gross estate for U.S. federal estate tax purposes, and may be subject
to U.S. federal estate tax unless an applicable estate tax treaty provides
otherwise.

INFORMATION REPORTING AND BACKUP WITHHOLDING TAX


    Linc.net must report annually to the IRS and to each non-U.S. holder the
amount of dividends paid to such holder and the tax withheld with respect to
such dividends, regardless of whether withholding was required. Copies of the
information returns reporting such dividends and withholding may also be made
available by the IRS to the tax authorities in the country in which the non-U.S.
holder resides under the provisions of an applicable income tax treaty or
certain other agreements.



    Backup withholding is imposed at the rate of 31% on certain payments to
persons that fail to furnish identifying information to the payer. Backup
withholding generally will not apply to (a) dividends paid to a non-U.S. holder
that is subject to withholding at the 30% rate, or lower treaty rate, discussed
above, or (b) dividends paid prior to January 1, 2001 to a non-U.S. holder at an
address outside the United States unless the payer has knowledge that the payee
is a U.S. person. In the case of dividends paid after December 31, 2000, the
final withholding tax regulations provide that a non-U.S. holder generally will
be subject to withholding tax at a 31% rate unless specified certification
procedures, or, in the case of payments made outside the United States with
respect to an offshore account, documentary evidence procedures, are complied
with, directly or under certain circumstances through an intermediary. Backup
withholding and information reporting generally will also apply to dividends
paid on common stock at addresses inside the United States to non-U.S. holders
that fail to provide identifying information in the manner required. The final
withholding tax regulations provide presumptions under which a non-U.S. holder
would be subject to backup withholding and information reporting unless
certification from the holder of the non-U.S. holder's non-U.S. status is
provided.



    Payment of the proceeds of a sale of common stock effected by or through a
U.S. office of a broker is subject to both backup withholding at the rate of 31%
and information reporting unless the beneficial owner provides the payer with
its name and address and certifies under penalties of perjury that it is a
non-U.S. holder, or otherwise establishes an exemption. In general, backup
withholding and information


                                       91


reporting will not apply to a payment of the proceeds of a sale of common stock
by or through a foreign office of a broker. If, however, such broker is, for
U.S. federal income tax purposes, a U.S. person, a controlled foreign
corporation, or a foreign person that derives 50% or more if its gross income
for certain periods from the conduct of a trade or business in the United
States, or, in addition, for periods after December 31, 2000, a foreign
partnership that at any time during its tax year either is engaged in the
conduct of a U. S. trade or business or has as partners one or more U.S. persons
that, in the aggregate, hold more than 50% of the income or capital interest in
the partnership, such payments will be subject to information reporting, but not
backup withholding, unless (a) such broker has documentary evidence in its
records that the beneficial owner is a non-U.S. holder and other specified
conditions are met; or (b) the beneficial owner otherwise establishes an
exemption.



    The final withholding tax regulations unify current certification procedures
and forms and clarify reliance standards. Except as noted above with respect to
foreign brokers that are partnerships, the final withholding tax regulations do
not significantly alter the substantive withholding and information reporting
requirements but do alter the procedures for claiming the benefits of an income
tax treaty and change the certification procedures relating to the receipt by
intermediaries of payments on behalf of the beneficial owner of shares of common
stock. Non-U. S. holders should consult their own tax advisors regarding the
effect, if any, of the final withholding tax regulations on their particular
situations.



    Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules generally will be allowed as a refund or a credit
against the non-U.S. holder's U.S. federal income tax liability provided the
required information is furnished in a timely manner to the IRS.


                                       92

                                  UNDERWRITERS

    Under the terms and subject to the conditions contained in an underwriting
agreement dated the date of this prospectus the underwriters named below, for
whom Morgan Stanley & Co. Incorporated, Banc of America Securities LLC and First
Union Securities, Inc. are acting as representatives, have severally agreed to
purchase and we have agreed to sell to them severally, the number of shares
indicated below:



                                                               NUMBER
                                                                 OF
NAME                                                           SHARES
- ----                                                          --------
                                                           
Morgan Stanley & Co. Incorporated...........................
Banc of America Securities LLC..............................
First Union Securities, Inc.................................
                                                               ------
Total.......................................................
                                                               ======


    The underwriters are offering the shares of common stock subject to their
acceptance of the shares from us and subject to prior sale. The underwriting
agreement provides that the obligations of the several underwriters to pay for
and accept delivery of the shares of common stock offered by this prospectus are
subject to the approval of certain legal matters by their counsel and to certain
other conditions. The underwriters are obligated to take and pay for all of the
shares of common stock offered by this prospectus if any such shares are taken.
However, the underwriters are not required to take and pay for the shares
covered by the underwriters over-allotment option described below.

    The underwriters initially propose to offer part of the shares of common
stock directly to the public at the public offering price set forth on the cover
page of this prospectus and part to certain dealers at a price that represents a
concession not in excess of $         a share under the public offering price.
Any underwriter may allow, and such dealers may reallow, a concession not in
excess of $         a share to other underwriters or to certain dealers. After
the initial offering of the shares of common stock, the offering price and other
selling terms may from time to time be varied by the representatives.

    We have granted to the underwriters an option, exercisable for 30 days from
the date of this prospectus, to purchase up to an aggregate of   additional
shares of common stock at the public offering price listed on the cover page of
this prospectus, less underwriting discounts and commissions. The underwriters
may exercise this option solely for the purpose of covering over-allotments, if
any, made in connection with the offering of the shares of common stock offered
by this prospectus. To the extent this option is exercised, each underwriter
will become obligated, subject to certain conditions, to purchase about the same
percentage of additional shares of common stock as the number listed next to the
underwriter's name in the preceding table bears to the total number of shares of
common stock listed next to the names of all underwriters in the preceding
table. If the underwriters exercise the over-allotment option in full, the total
price to the public would be $           , the total underwriting discounts and
commissions would be $           and the total proceeds to Linc.net would be
$         .


    The following table shows the per share and total underwriting discounts and
commissions to be paid to the underwriters by us. These amounts are shown
assuming both no exercise and full exercise of the underwriters' over-allotment
option. The underwriting discounts and commissions were determined by
negotiations between us and the representatives. Among the factors considered in
determining the discounts and commissions were the size of the offering, the
nature of the security offered and the discounts and commissions charged in
comparable transactions.





                                                          PER SHARE                       TOTAL
                                                 ---------------------------   ---------------------------
                                                 NO EXERCISE   FULL EXERCISE   NO EXERCISE   FULL EXERCISE
                                                 -----------   -------------   -----------   -------------
                                                                                 
Underwriting discounts and
  commissions paid by us.......................       $              $              $              $



                                       93


    The underwriting discount is currently expected to be approximately   % of
the public offering price. Some of the underwriters may be deemed, under the
National Association of Securities Dealers' Rules of Fair Practice, to have
received additional underwriting compensation. The expenses of the offering, not
including the underwriting discount, are estimated at         and are payable by
us. These expenses consist of the following:



    - a registration fee of $24,258;



    - an NASD filing fee of $9,669;



    - New York Stock Exchange listing fee of $        ;



    - estimated blue sky fees and expenses of $        ;



    - estimated printing and engraving expenses of $        ;



    - estimated legal fees and expenses of $        ;



    - estimated accounting fees and expenses of $        ;



    - estimated transfer agent fees and expenses of $        ; and



    - estimated miscellaneous fees and expenses of $        .


    The underwriters have informed us that they do not intend sales to
discretionary accounts to exceed five percent of the total number of shares of
common stock offered by them.

    Linc.net intends to file an application for the common stock to be listed on
the New York Stock Exchange under the symbol "LN."

    Each of Linc.net, our directors and executive officers and certain of our
stockholders have agreed that, without the prior written consent of Morgan
Stanley & Co. Incorporated on behalf of the underwriters, he, she or it will
not, during the period ending 180 days after the date of this prospectus:

    - offer, pledge, sell, contract to sell, sell any option or contract to
      purchase, purchase any option or contract to sell, grant any option, right
      or warrant to purchase, lend or otherwise transfer or dispose of, directly
      or indirectly, any shares of common stock or any securities convertible
      into or exercisable or exchangeable for common stock or

    - enter into any swap or other arrangement that transfers to another, in
      whole or in part, any of the economic consequences of ownership of the
      common stock,

whether any transaction described above is to be settled by delivery of shares
of common stock or such other securities, in cash or otherwise.

    The restrictions described in the immediately preceding paragraph do not
apply to:

    - the sale of shares to the underwriters,

    - the issuance by us of shares of common stock upon the exercise of an
      option or a warrant or the conversion of a security outstanding on the
      date of this prospectus of which the underwriters have been advised in
      writing,

    - the issuance by us of shares of common stock as consideration for the
      purchase by us of any business or assets to parties that agree to be bound
      by the restrictions above,

    - transactions by any person other than us relating to shares of common
      stock or other securities acquired in open market transactions after the
      completion of this offering,

    - certain permitted transfers by our stockholders to related parties that
      agree to be bound by the restrictions above or

                                       94

    - issuances of shares of common stock or options to purchase shares of
      common stock pursuant to our employee benefit plans in existence on the
      date of this prospectus.

    In addition, our officers, directors and certain of our stockholders have
agreed that, without the prior written consent of Morgan Stanley & Co.
Incorporated on behalf of the underwriters, none of such persons will, during
the period ending 180 days after the date of the prospectus, make any demand
for, or exercise any right with respect to, the registration of any shares of
common stock or any security convertible into or exercisable or exchangeable for
common stock.


    From December 1999 to October 2000, affiliates of Banc of America Securities
LLC indirectly purchased an aggregate of 87,294 shares of our common stock for
an aggregate purchase price of $1,396,709 (based on amounts contributed to SKM
Equity II and SKM Equity III, in which affiliates of Banc of America
Securities LLC hold a 1.0% and 2.1% ownership interest, respectively). The
shares of our common stock beneficially owned by affiliates of Banc of America
Securities LLC purchased within six months of September 12, 2000 may be deemed
by the National Association of Securities Dealers, Inc. to be underwriting
compensation and would be restricted from sale, transfer, assignment or
hypothecation for a period of one year from the date of this offering, except as
otherwise permitted by the National Association of Securities Dealers, Inc.
Conduct Rule 2710(c)(7)(A). See "Principal Stockholders."



    From August 2000 to October 2000, affiliates of First Union
Securities, Inc. indirectly purchased an aggregate of 65,160 shares of our
common stock for an aggregate purchase price of $1,042,556 (based on amounts
contributed to SKM Equity III, in which affiliates of First Union Securities
hold a 2.8% ownership interest). The shares of our common stock beneficially
owned by affiliates of First Union Securities, Inc. purchased within six months
of September 12, 2000 may be deemed by the National Association of Securities
Dealers, Inc. to be underwriting compensation and would be restricted from sale,
transfer, assignment or hypothecation for a period of one year from the date of
this offering, except as otherwise permitted by the National Association of
Securities Dealers, Inc. Conduct Rule 2710(c)(7)(A). See "Principal
Stockholders."


    In order to facilitate the offering of the common stock, the underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the common stock. Specifically, the underwriters may sell more shares
than they are obligated to purchase under the underwriting agreement, creating a
short position. A short sale is "covered" if the short position is no greater
than the number of shares available for purchase by the underwriters under the
over allotment option. The underwriters can close out a covered short sale by
exercising the over allotment option or purchasing shares in the open market. In
determining the source of shares to close out a covered short sale, the
underwriters will consider, among other things, the open market price of shares
compared to the price available under the over allotment option. The
underwriters may also sell shares in excess of the over allotment option,
creating a naked short position. The underwriters must close out any naked short
position by purchasing shares in the open market. A naked short position is more
likely to be created if the underwriters are concerned that there may be
downward pressure on the price of the common stock in the open market after
pricing that could adversely affect investors who purchase in the offering. In
addition, to stabilize the price of the common stock, the underwriters may bid
for, and purchase, shares of common stock in the open market. Finally, the
underwriting syndicate may reclaim selling concessions allowed to an underwriter
or a dealer for distributing the common stock in the offering, if the syndicate
repurchases previously distributed common stock to cover syndicate short
positions or to stabilize the price of the common stock. Any of these activities
may stabilize or maintain the market price of the common stock above independent
market levels. The underwriters are not required to engage in these activities,
and may end any of these activities at any time.


    It is anticipated that Morgan Stanley Dean Witter Online, Inc., an affiliate
of Morgan Stanley Dean Witter, may be a member of the syndicate and engage in
electronic offers, sales and distribution of the shares being offered.


    MSDW Online uses the following procedures in electronic distribution of
securities. MSDW Online delivers the preliminary prospectus and any amendments
by posting electronic versions of such documents

                                       95

on its web site. Such documents are delivered only to those customers who have
agreed to accept Internet delivery of the prospectus and any amendments thereto
as indicated on both the customer's Qualification Questionnaire and the
customer's General Expression of Interest Form. In addition to delivery through
its web site, MSDW Online delivers a final paper copy of the prospectus to each
purchaser by mail.

    The electronic version of the prospectus is identical to the electronic
version of the prospectus that the Company files via EDGAR, except that the
format matches that of the paper prospectus. There are no links leading from the
electronic version of the prospectus posted on the MSDW Online web site to other
web sites.

    MSDW Online follows the following procedures for opening all accounts and
transacting trades in securities regardless of the type of transaction that a
customer is interested in executing:

    - Each potential customer must complete an account application and open the
      account with at least $2,000 cash or with securities with a fair market
      value of at least $2,000.

    - Once the account is opened, the customers may transact their trades
      (1) over the Internet, (2) through a touch-tone phone or (3) over the
      phone through a registered representative.

    - Customers may make their trades only with cash balances in their account
      or on margin.

    MSDW Online follows specific procedures to allow customers to place an
indication of interest in a public offering. It requires its customers to have
funds in their account (unless securities are permissible to be purchased on
margin) on the trade date for any security transaction. Any customer who
expresses an interest in an offering is required to complete a Qualification
Questionnaire and a General Indication of Interest on a deal by deal basis. In
addition, each qualified MSDW Online customer must reconfirm his or her interest
in the offering after final pricing and effectiveness of the registration
statement or he or she will not be eligible to receive shares in the offering.

OTHER RELATIONSHIPS


    From time to time, Morgan Stanley & Co., Incorporated, Banc of America
Securities LLC and First Union Securities, Inc. have provided, and continue to
provide, investment banking services to us for which they have received, and are
expected in the future to receive, customary fees and commissions.



    In addition, affiliates of Banc of America Securities LLC indirectly own an
aggregate of 87,294 shares of our common stock and affiliates of First Union
Securities, Inc. beneficially own an aggregate of 65,160 shares of our common
stock.


    First Union Securities, Inc. is also an affiliate of a lender under our
senior credit facility. Such affiliate of First Union Securities, Inc. will also
receive its proportionate share of our repayment of amounts outstanding under
our senior credit facility from the net proceeds of this offering. See "Use of
Proceeds."

    Linc.net and the underwriters have agreed to indemnify each other against
certain liabilities, including liabilities under the Securities Act.

DIRECTED SHARE PROGRAM

    At our request, the underwriters have reserved up to        of the shares of
common stock offered by this prospectus for sale at the initial public offering
price to some of our directors, officers, employees, business associates and
related persons of Linc.net. The number of shares available for sale to the
general public will be reduced to the extent that these persons purchase the
reserved shares. Any reserved shares not so purchased will be offered by the
underwriters to the general public on the same basis as the other shares offered
by this prospectus.

                                       96

PRICING OF THE OFFERING

    Prior to this offering, there has been no public market for the common
stock. Consequently, the initial public offering price will be determined by
negotiations between us and the representatives of the underwriters. Among the
factors to be considered in determining the initial public offering price will
be:

    - our future prospects and the future prospects of our industry in general,

    - the experience of our management,

    - our revenue, earnings and other financial and operating information in
      recent periods and

    - the price-earnings ratios, price-revenue ratios, market prices of
      securities and financial and operating information of companies engaged in
      activities similar to ours.

    The estimated initial public offering price range set forth on the cover
page of this prospectus is subject to change as a result of market conditions
and other factors.

                                 LEGAL MATTERS


    The validity of the shares we are offering will be passed upon for us by
Kirkland & Ellis, Chicago, Illinois. Certain partners of Kirkland & Ellis are
partners in Randolph Street Partners, which owns 48,792 shares of Linc.net
common stock. The validity of the shares we are offering will be passed upon for
the underwriters by Shearman & Sterling, New York, New York.


                                    EXPERTS

    Ernst & Young LLP, independent auditors, have audited the consolidated
financial statements of Linc.net, Inc. for the period from October 19, 1999 to
December 31, 1999, as set forth in their report. We've included these financial
statements in the prospectus and elsewhere in the registration statement in
reliance upon Ernst & Young LLP's report, given on their authority as experts in
accounting and auditing.


    Ernst & Young LLP, independent auditors, have audited the combined financial
statements of M&P Utilities, Inc. and Muller & Pribyl Utilities, Inc. as of
December 31, 1998 and December 21, 1999 and for each of the years in the
two-year period ended December 31, 1998 and the period from January 1, 1999 and
December 21, 1999, as set forth in their report. We've included these financial
statements in the prospectus and elsewhere in the registration statement in
reliance on Ernst & Young LLP's report, given on their authority as experts in
auditing and accounting.


    Ernst & Young LLP, independent auditors, have audited the financial
statements of Capital Land Services, Inc. as of December 31, 1998 and 1999, and
for each of the years in the three-year period ended December 31, 1999, as set
forth in their report. We've included these financial statements in the
prospectus and elsewhere in the registration statement in reliance upon Ernst &
Young LLP's report, given on their authority as experts in accounting and
auditing.

    Ernst & Young LLP, independent auditors, have audited the combined financial
statements of C&B Associates, Ltd. and C&B Associates II, Ltd. as of
December 31, 1999 and for the period from January 1, 1999 to December 21, 1999,
as set forth in their report. We've included these financial statements in the
prospectus and elsewhere in the registration statement in reliance upon Ernst &
Young LLP's report, given on their authority as experts in accounting and
auditing.

    Crawford, Carter, Thompson & Barron, L.L.P., independent auditors, have
audited the combined financial statements of C&B Associates, Inc. and C&B
Associates II, Ltd. as of December 31, 1998 and for each of the years in the
two-year period ended December 31, 1998, as set forth in their report. We've
included these financial statements in the prospectus and elsewhere in the
registration statement in reliance upon Crawford, Carter, Thompson &
Barron, L.L.P.'s report, given on their authority as experts in accounting and
auditing.

                                       97

    Ernst & Young LLP, independent auditors, have audited the financial
statements of North Shore Cable Contractors, Inc. as of December 31, 1998 and
1999, and for each of the years in the three-year period ended December 31,
1999, as set forth in their report. We've included these financial statements in
the prospectus and elsewhere in the registration statement in reliance upon
Ernst & Young LLP's report, given on their authority as experts in accounting
and auditing.

    Ernst & Young LLP, independent auditors, have audited the financial
statements of Telpro Technologies, Inc. as of December 31, 1998 and 1999, and
for each of the years in the three-year period ended December 31, 1999, as set
forth in their report. We've included these financial statements in the
prospectus and elsewhere in the registration statement in reliance upon Ernst &
Young LLP's report, given on their authority as experts in accounting and
auditing.

    BDO Seidman, LLP, independent auditors, have audited the financial
statements of Utility Consultants, Inc. as of September 30, 1998 and 1999, and
for each of the years in the three-year period ended September 30, 1999, as set
forth in their report. We've included these financial statements in the
prospectus and elsewhere in the registration statement in reliance upon BDO
Seidman, LLP's report, given on their authority as experts in accounting and
auditing.

    Ernst & Young LLP, independent auditors, have audited the financial
statements of Craig Enterprises, Inc. as of December 31, 1998 and 1999, and for
each of the years in the three-year period ended December 31, 1999, as set forth
in their report. We've included these financial statements in the prospectus and
elsewhere in the registration statement in reliance upon Ernst & Young LLP's
report, given on their authority as experts in accounting and auditing.

    Marden, Harrison & Kreuter, independent auditors, have audited the financial
statements of Felix Industries, Inc. as of December 31, 1998 and 1999, and for
each of the years in the three-year period ended December 31, 1999, as set forth
in their report. We've included these financial statements in the prospectus and
elsewhere in the registration statement in reliance upon Marden, Harrison &
Kreuter's report, given on their authority as experts in accounting and
auditing.

    Virchow, Krause & Company, LLP, independent auditors, have audited the
financial statements of InterCon Construction, Inc. as of January 2, 1999 and
January 1, 2000, and for each of the fiscal years then ended, as set forth in
their report. We've included these financial statements in the prospectus and
elsewhere in the registration statement in reliance upon Virchow, Krause &
Company, LLP's report, given on their authority as experts in accounting and
auditing.

    McGladery & Pullen, LLP, independent auditors, have audited the financial
statements of InterCon Construction, Inc. as of January 3, 1998 and for the
fiscal year then ended, as set forth in their report. We've included these
financial statements in the prospectus and elsewhere in the registration
statement in reliance upon McGladery & Pullen, LLP's report, given on their
authority as experts in accounting and auditing.

                      WHERE YOU CAN FIND MORE INFORMATION

    We have filed with the SEC a registration statement on Form S-1 pursuant to
the Securities Act, and the rules and regulations promulgated thereunder, with
respect to the shares of common stock offered hereby. This prospectus, which
constitutes part of the registration statement, does not contain all the
information set forth in the registration statement, certain parts of which are
omitted in accordance with the rules and regulations of the SEC. For further
information with respect to us and the common stock offered hereby, reference is
made to the registration statement. Statements made in this prospectus as to the
contents of any contract, agreement or other document referred to are not
necessarily complete. With respect to each such contract, agreement or other
document filed as an exhibit to the registration statement, reference is made to
the exhibit for a more complete description of the document or matter involved,
and each such statement shall be deemed qualified in its entirety by such
reference.

                                       98

    The registration statement, including the exhibits thereto, can be inspected
and copied at the public reference facilities maintained by the SEC at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, at the Regional
Offices of the SEC (telephone number: 1-800-SEC-0330) at 7 World Trade Center,
13th Floor, New York, New York 10048 and at Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials can be
obtained from the Public Reference Section of the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The SEC maintains a
website that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the SEC. The
address of such site is http://www.sec.gov. You may also review our reports at
the offices of the New York Stock Exchange, located at 20 Broad Street, New
York, New York 10005.

                                       99

                         INDEX TO FINANCIAL STATEMENTS




                                                                PAGE
                                                              --------
                                                           
LINC.NET INC.--CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Auditors..............................  F-1-1
Consolidated Balance Sheet as of December 31, 1999..........  F-1-2
Consolidated Statement of Operations for the period from
  October 19, 1999 (date operations commenced) to
  December 31, 1999.........................................  F-1-3
Consolidated Statement of Stockholders' Equity for the
  period from October 19, 1999 (date operations commenced)
  to December 31, 1999......................................  F-1-4
Consolidated Statement of Cash Flows for the period from
  October 19, 1999 (date operations commenced) to
  December 31, 1999.........................................  F-1-5
Notes to Consolidated Financial Statements..................  F-1-6
Condensed Consolidated Balance Sheet as of September 30,
  2000 (unaudited)..........................................  F-1-17
Condensed Consolidated Statement of Operations for the nine
  months ended September 30, 2000 (unaudited)...............  F-1-18
Condensed Consolidated Statement of Cash Flows for the nine
  months ended September 30, 2000 (unaudited)...............  F-1-19
Notes to Condensed Consolidated Financial Statements
  (unaudited)...............................................  F-1-20

M&P UTILITIES, INC. AND MULLER & PRIBYL
  UTILITIES, INC.--COMBINED FINANCIAL STATEMENTS

Report of Independent Auditors..............................  F-2-1
Combined Balance Sheets as of December 31, 1998 and
  December 21, 1999.........................................  F-2-2
Combined Statements of Income for the years ended December
  31, 1997 and 1998 and period from January 1, 1999 to
  December 21, 1999.........................................  F-2-3
Combined Statements of Stockholders' Equity for the years
  ended December 31, 1997 and 1998 and period from January
  1, 1999 to December 21, 1999..............................  F-2-4
Combined Statements of Cash Flows for the years ended
  December 31, 1997 and 1998 and period from January 1, 1999
  to December 21, 1999......................................  F-2-5
Notes to Combined Financial Statements......................  F-2-6

CAPITAL LAND SERVICES, INC.--FINANCIAL STATEMENTS

Report of Independent Auditors..............................  F-3-1
Balance Sheets as of December 31, 1998 and October 19,
  1999......................................................  F-3-2
Statements of Operations and Retained Earnings for the years
  ended December 31, 1997 and 1998 and the period from
  January 1, 1999 to October 19, 1999.......................  F-3-3
Statements of Cash Flows for the years ended December 31,
  1997 and 1998 and the period from January 1, 1999 to
  October 19, 1999..........................................  F-3-4
Notes to Financial Statements...............................  F-3-5

C&B ASSOCIATES, LTD. (FORMERLY C&B ASSOCIATES, INC.) AND C&B
  ASSOCIATES II, LTD.--COMBINED FINANCIAL STATEMENTS

Report of Independent Auditors..............................  F-4-1
Combined Balance Sheet as of December 21, 1999..............  F-4-2
Combined Statement of Income for the period from January 1,
  1999 to December 21, 1999.................................  F-4-3
Combined Statement of Partnerships' Equity for the period
  from January 1, 1999 to December 21, 1999.................  F-4-4
Combined Statement of Cash Flows for the year ended
  December 21, 1999.........................................  F-4-5
Notes to Combined Financial Statements......................  F-4-6
Report of Independent Auditors..............................  F-4-11



                                      F-1





                                                                PAGE
                                                              --------
                                                           
Combined Balance Sheets as of December 31, 1997 and 1998....  F-4-12
Combined Statements of Income for the years ended December
  31, 1997 and 1998.........................................  F-4-13
Combined Statements of Stockholders' Equity for the years
  ended December 31, 1997 and 1998..........................  F-4-14
Combined Statements of Cash Flows for the years ended
  December 31, 1997 and 1998................................  F-4-15
Notes to Combined Financial Statements......................  F-4-16

NORTH SHORE CABLE CONTRACTORS, INC.--FINANCIAL STATEMENTS

Report of Independent Auditors..............................  F-5-1
Balance Sheets as of December 31, 1998 and 1999.............  F-5-2
Statements of Operations for the years ended December 31,
  1997, 1998 and 1999.......................................  F-5-3
Statements of Stockholders' Equity (Deficit) for the years
  ended December 31, 1997, 1998 and 1999....................  F-5-4
Statements of Cash Flows for the years ended December 31,
  1997, 1998 and 1999.......................................  F-5-5
Notes to Financial Statements...............................  F-5-6

TELPRO TECHNOLOGIES, INC.--FINANCIAL STATEMENTS

Report of Independent Auditors..............................  F-6-1
Balance Sheets as of December 31, 1998 and 1999.............  F-6-2
Statements of Operations for the years ended December 31,
  1997, 1998 and 1999.......................................  F-6-3
Statements of Stockholders' (Deficit) Equity for the years
  ended December 31, 1997, 1998 and 1999....................  F-6-4
Statements of Cash Flows for the years ended December 31,
  1997, 1998 and 1999.......................................  F-6-5
Notes to Financial Statements...............................  F-6-6
Condensed Balance Sheets as of September 30, 1999 and 2000
  (unaudited)...............................................  F-6-13
Condensed Statements of Operations for the nine months ended
  September 30, 1999 and 2000 (unaudited)...................  F-6-14
Condensed Statements of Cash Flows for the nine months ended
  September 30, 1999 and 2000 (unaudited)...................  F-6-15
Notes to Condensed Financial Statements (unaudited).........  F-6-16

UTILITY CONSULTANTS, INC.--FINANCIAL STATEMENTS

Independent Auditors' Report................................  F-7-1
Balance Sheets as of September 30, 1998 and 1999............  F-7-2
Statements of Operations for the years ended September 30,
  1997, 1998 and 1999.......................................  F-7-3
Statements of Stockholders' Equity for the years ended
  September 30, 1997, 1998 and 1999.........................  F-7-4
Statements of Cash Flows for the years ended September 30,
  1997, 1998 and 1999.......................................  F-7-5
Summary of Significant Accounting Policies..................  F-7-6
Notes to Financial Statements...............................  F-7-8
Condensed Balance Sheets as of March 31, 1999 and 2000
  (unaudited)...............................................  F-7-11
Condensed Statements of Operations for the six months ended
  March 31, 1999 and 2000 (unaudited).......................  F-7-12
Condensed Statements of Cash Flows for the six months ended
  March 31, 1999 and 2000 (unaudited).......................  F-7-13
Notes to Condensed Financial Statements (unaudited).........  F-7-14

CRAIG ENTERPRISES, INC.--FINANCIAL STATEMENTS

Report of Independent Auditors..............................  F-8-1
Balance Sheets as of June 30, 1999 and June 16, 2000........  F-8-2



                                      F-2





                                                                PAGE
                                                              --------
                                                           
Statements of Income for the years ended June 30, 1998 and
  1999, and period from July 1, 1999 to June 16, 2000.......  F-8-3
Statements of Stockholders' Equity for the years ended June
  30, 1998 and 1999, and period from July 1, 1999 to June
  16, 2000..................................................  F-8-4
Statements of Cash Flows for the years ended June 30, 1998
  and 1999, and period from July 1, 1999 to June 16, 2000...  F-8-5
Notes to Financial Statements...............................  F-8-6

FELIX EQUITIES, INC. AND AFFILIATES--COMBINED FINANCIAL
  STATEMENTS

Report of Independent Auditors..............................  F-9-1
Combined Balance Sheets as of September 30, 1998 and 1999...  F-9-2
Combined Statements of Income and Retained Earnings for the
  years ended September 30, 1997, 1998 and 1999.............  F-9-4
Combined Statements of Cash Flows for the years ended
  September 30, 1997, 1998 and 1999.........................  F-9-5
Notes to Combined Financial Statements......................  F-9-8
Condensed Combined Balance Sheets as of June 30, 1999 and
  2000 (unaudited)..........................................  F-9-18
Condensed Combined Statements of Operations for the nine
  months ended June 30, 1999 and 2000 (unaudited)...........  F-9-19
Condensed Combined Statements of Cash Flows for the nine
  months ended June 30, 1999 and 2000 (unaudited)...........  F-9-20
Notes to Condensed Combined Financial Statements
  (unaudited)...............................................  F-9-22

INTERCON CONSTRUCTION, INC.--FINANCIAL STATEMENTS

Independent Auditors' Report................................  F-10-1
Balance Sheets as of January 2, 1999 and January 1, 2000....  F-10-2
Statements of Income for the fiscal years ended January 2,
  1999 and January 1, 2000..................................  F-10-3
Statements of Changes in Components of Stockholders' Equity
  for the fiscal years ended January 2, 1999 and January 1,
  2000......................................................  F-10-4
Statements of Cash Flows for the fiscal years ended
  January 2, 1999 and January 1, 2000.......................  F-10-5
Notes to Financial Statements...............................  F-10-7
Independent Auditor's Report................................  F-10-14
Balance Sheet as of January 3, 1998.........................  F-10-15
Statement of Income for the fiscal year ended January 3,
  1998......................................................  F-10-16
Statement of Stockholders' Equity for the fiscal year ended
  January 3, 1998...........................................  F-10-17
Statement of Cash Flows for the fiscal year ended January 3,
  1998......................................................  F-10-18
Notes to Financial Statements...............................  F-10-19
Condensed Consolidated Balance Sheets as of September 30,
  1999 and 2000 (unaudited).................................  F-10-22
Condensed Consolidated Statements of Income for the nine
  months ended September 30, 1999 and 2000 (unaudited)......  F-10-23
Condensed Consolidated Statements of Cash Flows for the nine
  months ended September 30, 1999 and 2000 (unaudited)......  F-10-24
Notes to Condensed Consolidated Financial Statements
  (unaudited)...............................................  F-10-25



                                      F-3

                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors
Linc.net, Inc.

We have audited the accompanying consolidated balance sheet of Linc.net, Inc. as
of December 31, 1999, and the related consolidated statements of operations,
common stockholders' equity, and cash flows for the period from October 19, 1999
(date operations commenced) to December 31, 1999. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Linc.net, Inc. at
December 31, 1999, and the consolidated results of its operations and its cash
flows for the period from October 19, 1999 (date operations commenced) to
December 31, 1999, in conformity with accounting principles generally accepted
in the United States.

                                                               ERNST & YOUNG LLP

Chicago, Illinois
April 27, 2000

                                     F-1-1

                                 LINC.NET, INC.

                           CONSOLIDATED BALANCE SHEET

                               DECEMBER 31, 1999

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)


                                                           
ASSETS
Current assets:
  Cash......................................................  $  3,549
  Accounts receivable, including retainage of $1,780 (less
    allowance of $115)......................................    22,202
  Costs and estimated earnings in excess of billings on
    uncompleted contracts...................................     1,962
  Inventory.................................................       379
  Prepaids and other assets.................................       726
  Deferred income taxes.....................................       540
                                                              --------
Total current assets........................................    29,358

Fixed assets, net...........................................    14,973
Goodwill, net...............................................    63,367
Deferred financing costs, net...............................     2,081
Other noncurrent assets.....................................       697
                                                              --------
Total assets................................................  $110,476
                                                              ========

LIABILITIES AND COMMON STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt.........................  $  6,049
  Revolving credit facility.................................     2,687
  Accounts payable, including retainage of $761.............     6,699
  Accrued expenses..........................................     3,339
  Billings in excess of costs and estimated earnings on
    uncompleted contracts...................................       271
  Current portion of capital lease obligations..............       121
                                                              --------
Total current liabilities...................................    19,166

Long-term debt, less current portion........................    52,750
Capital lease obligations, less current portion.............       463
Deferred income taxes.......................................        11

Mandatorily redeemable preferred stock, $.01 par value,
  100,000 shares authorized; 37,265 shares issued and
  outstanding...............................................    37,517

Common stockholders' equity:
  Common stock, 4,153,000 shares authorized; 1,719,691
    shares issued and outstanding...........................         4
  Additional paid-in capital................................     4,137
  Accumulated deficit.......................................    (1,082)
  Excess of purchase price over predecessor basis...........    (2,490)
                                                              --------
Total common stockholders' equity...........................       569
                                                              --------
Total liabilities and common stockholders' equity...........  $110,476
                                                              ========




          See accompanying notes to consolidated financial statements.

                                     F-1-2

                                 LINC.NET, INC.

                      CONSOLIDATED STATEMENT OF OPERATIONS

            PERIOD FROM OCTOBER 19, 1999 (DATE OPERATIONS COMMENCED)
                              TO DECEMBER 31, 1999

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)


                                                           
Net revenue.................................................  $ 1,760
Costs of sales..............................................    1,581
                                                              -------
Gross profit................................................      179
Costs and expenses:
  General and administrative expenses.......................      868
  Amortization of goodwill..................................      107
  Management fees...........................................      250
                                                              -------
Total operating expenses....................................    1,225
                                                              -------
Loss from operations........................................   (1,046)

Other income (expense):
  Interest income...........................................       --
  Interest expense..........................................     (360)
  Other income, net.........................................       47
                                                              -------
Total other expense, net....................................     (313)
                                                              -------

Loss before income taxes....................................   (1,359)
Income tax benefit..........................................      529
                                                              -------
Net loss....................................................     (830)
Preferred stock dividends...................................     (252)
                                                              -------
Net loss to common stockholders.............................  $(1,082)
                                                              =======

Loss per common share--Basic................................  $ (1.81)
                                                              =======




          See accompanying notes to consolidated financial statements.

                                     F-1-3

                                 LINC.NET, INC.

             CONSOLIDATED STATEMENT OF COMMON STOCKHOLDERS' EQUITY

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)




                                                                                            EXCESS
                                                                                        PURCHASE PRICE       TOTAL
                                         COMMON STOCK        ADDITIONAL                      OVER           COMMON
                                     ---------------------    PAID-IN     ACCUMULATED    PREDECESSOR     STOCKHOLDERS'
                                      SHARES      AMOUNT      CAPITAL       DEFICIT         BASIS           EQUITY
                                     ---------   ---------   ----------   -----------   --------------   -------------
                                                                                       
Inception..........................         --   $     --      $   --       $    --        $    --          $    --
Issuance of common stock...........  1,719,691          4       4,137            --             --            4,141
Effect of use of carryover basis
  from acquired company............         --         --          --            --         (2,490)          (2,490)
Net loss...........................         --         --          --          (830)            --             (830)
Dividends on preferred stock.......         --         --          --          (252)            --             (252)
                                     ---------   ---------     ------       -------        -------          -------
Balance at December 31, 1999.......  1,719,691   $      4      $4,137       $(1,082)       $(2,490)         $   569
                                     =========   =========     ======       =======        =======          =======



          See accompanying notes to consolidated financial statements.

                                     F-1-4

                                 LINC.NET, INC.

                      CONSOLIDATED STATEMENT OF CASH FLOWS

            PERIOD FROM OCTOBER 19, 1999 (DATE OPERATIONS COMMENCED)
                              TO DECEMBER 31, 1999

                             (AMOUNTS IN THOUSANDS)

                                                           
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss....................................................  $   (830)
Adjustments to reconcile net loss to net cash used by
  operating activities:
  Depreciation..............................................        47
  Amortization..............................................       125
  Provision for doubtful accounts...........................        95
  Deferred income taxes.....................................      (529)
  Changes in operating assets and liabilities (net of
    acquired companies):
    Accounts receivable.....................................       622
    Costs and estimated earnings in excess of billings......    (1,053)
    Prepaid expenses........................................      (149)
    Accounts payable........................................       854
    Accrued expenses........................................       776
                                                              --------
Net cash used by operating activities.......................       (42)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of CLS, net of cash acquired....................   (17,358)
Acquisition of M&P, net of cash acquired....................   (43,035)
Acquisition of C&B, net of cash acquired....................   (36,180)
Transaction costs paid on target acquisitions...............      (498)
Capital expenditures........................................       (32)
                                                              --------
Net cash used by investing activities.......................   (97,103)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from debt..........................................    58,700
Payment of deferred financing costs.........................    (2,099)
Borrowings from revolving credit facility...................     2,687
Proceeds from issuance of preferred stock...................    37,265
Proceeds from issuance of common stock......................     4,141
                                                              --------
Net cash provided by financing activities...................   100,694
                                                              --------
Increase in cash............................................     3,549
Cash at beginning of period.................................        --
                                                              --------
Cash at end of year.........................................  $  3,549
                                                              ========



          See accompanying notes to consolidated financial statements.

                                     F-1-5

                                 LINC.NET, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

                               DECEMBER 31, 1999

1. FORMATION OF LINC.NET, INC. AND DESCRIPTION OF BUSINESS

    Linc.net, Inc. (the Company) was incorporated on October 18, 1999, in
accordance with the laws of the State of Delaware. The Company operates as a
supplier of network infrastructure services to telecommunications, Internet,
cable TV providers and to a lesser extent, energy companies.

2. ACQUISITIONS


    On October 19, 1999, the Company acquired 100% of the outstanding stock of
Capital Land Services, Inc. (CLS) for $17,358, including $2,206 of assumed
liabilities, acquisition costs of $1,775, and net of cash acquired of $80. The
purchase price was paid in cash and was financed by: (i) $8,300 in proceeds from
the issuance of term loans, (ii) $9,679 in proceeds from the issuance of stock,
and (iii) borrowings of $184 under the Company's revolving credit agreement. A
portion of the proceeds from the term loans and capital stock was used to pay
$563 of debt financing costs.



    Concurrent with the acquisition of CLS, the sole shareholder of CLS
purchased stock in Linc.net. At that time, Linc.net was a newly formed holding
company, with no operations of its own. As required by general accepted
accounting principles in highly leveraged transactions where a shareholder of an
acquired company becomes a shareholder of a new company, a change in control
must occur for purchase business combination accounting treatment. When a change
in control has occurred, a change in accounting basis is allowed except for the
continuing shareholder's residual interest, which is recorded at historical
cost. Linc.net's acquisition of CLS did result in a change in control and the
Company accounted for the acquisition by the purchase method of accounting,
thereby resulting in a new accounting basis in CLS. However, the Company reduced
the excess of purchase price over the estimated fair value of net assets
acquired of $12,053 by $2,489 for the excess of the purchase price over the CLS
shareholder's historical cost in the continuing equity interest in Linc.net. The
reduction is offset by a corresponding reduction to equity.



    Total consideration of $17,438 exceeded the fair value of net assets
acquired and the predecessor's carryover basis in the net assets acquired by
$12,053. CLS's assets and liabilities assumed have been recorded at their fair
values. The fair values of net assets acquired are summarized as follows:


                                                           
Trade receivables...........................................  $ 2,977
Fixed assets................................................      123
Other assets................................................      135
Accounts payable and accrued expenses.......................     (339)
                                                              -------
Estimated fair value of net assets acquired.................    2,896
Excess of purchase price over predecessor's basis...........    2,489
Excess of purchase price over estimated fair value of net
  assets acquired and predecessor's carryover basis.........   12,053
                                                              -------
Total consideration.........................................  $17,438
                                                              =======



    On December 21, 1999, the Company acquired Muller & Pribyl Utilities, Inc.
and M&P Utilities, Inc. (collectively, M&P) and C&B Associates, Ltd. and C&B
Associates II, Ltd. (collectively, C&B) for $79,215, including $7,058 of assumed
liabilities, acquisition costs of $4,009, and net of cash acquired of

                                     F-1-6

                                 LINC.NET, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

2. ACQUISITIONS (CONTINUED)
$3,034. The purchase price was paid in cash and was financed by: (i) $50,400 in
proceeds from the issuance of term loans, (ii) $31,727 in proceeds from the
issuance of stock, and (iii) borrowings of $2,003 under the Company's revolving
credit agreement. A portion of the debt and equity proceeds was used to pay
$1,536 of debt financing costs.


    M&P's and C&B's assets and liabilities assumed have been recorded at their
estimated fair values, and are subject to adjustment when additional information
concerning fixed asset valuations and other accruals is finalized. The Company
expects to complete an analysis of the accrued expenses and receive fixed asset
valuations, together with remaining useful lives, during the fourth quarter of
2000. Pending the completion of the valuation, the Company has estimated the
remaining useful lives of fixed assets, which may vary from actual. The Company
does not anticipate the finalization of the valuations or the results of the
analysis of accrued expenses to have a material impact on either the results of
operations or its financial position.


    Total consideration for M&P and C&B of $82,250 exceeded the estimated fair
value of net assets acquired by $51,421. The fair value of M&P's and C&B's net
assets acquired is summarized as follows:

                                                           
Trade receivables...........................................  $20,159
Fixed assets................................................   14,866
Cash........................................................    3,034
Costs and estimated earnings in excess of billings on
  uncompleted contracts.....................................      403
Other assets................................................      892
Accounts payable and accrued expenses.......................   (7,842)
Indebtedness................................................     (683)
                                                              -------
Estimated fair value of net assets acquired.................   30,829
Excess of purchase price over estimated fair value of net
  assets acquired...........................................   51,421
                                                              -------
Total consideration.........................................  $82,250
                                                              =======



    The acquisitions described above were accounted for by the purchase method
of accounting and, accordingly, the results of operations for these acquisitions
have been included in the Company's consolidated financial statements from their
respective dates of acquisition.

    The following unaudited pro forma information presents the results of
operations of the Company as if the acquisition of M&P and C&B had taken place
on October 19,1999, the date operations commenced. The pro forma results of
operations have been prepared for comparative purposes only and do not purport
to be indicative of the results of operations which actually would have resulted
had the acquisitions occurred on the date indicated, or which may result in the
future.


                                                           
Revenues....................................................  $21,282
Net loss....................................................      (83)
Net loss to common stockholders.............................     (335)
Net loss per share to common stockholders...................     (.56)




                                     F-1-7

                                 LINC.NET, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REVENUE RECOGNITION


    The Company primarily recognizes revenue based on the
percentage-of-completion units produced accounting method. Accordingly, revenue
from services provided to customers is reported as earned as measured by the
completion of units produced under the contract. Where appropriate, the Company
also recognizes revenue using the percentage-of-completion method, measured by
the ratio of costs incurred to date to total estimated cost as applied to
estimated total revenue. Billings are prepared according to specific terms of
individual contracts. Contracts generally provide for periodic payments as the
work is completed with final amounts due upon completion and acceptance by the
customer. Unbilled revenues represent amounts earned and recognized in the
period for which billings are issued in the following period.


    Contract costs include all direct material and labor costs and the indirect
costs related to contract performance, such as indirect labor, supplies, tools,
repairs, and depreciation costs. General and administrative costs are charged to
expense as incurred. Provisions for estimated losses on uncompleted contracts
are made in the period in which such losses are determined.

    Revenues from engineering and project management services are recognized
when the service has been provided.

INCOME TAXES

    The Company uses the liability method of accounting for income taxes. Under
this method, deferred tax assets and liabilities are determined based on
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes, and are
measured using the enacted tax rates at which the resulting taxes are expected
to be paid.

USE OF ESTIMATES

    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts in the financial statements and
accompanying notes. Actual results could differ from those estimates.

PRINCIPLES OF CONSOLIDATION

    The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation.

INVENTORY

    Inventory is stated at the lower of cost or market, using the first in,
first out method.

FIXED ASSETS

    Fixed assets are recorded at cost, less accumulated depreciation. Equipment
under capital leases is stated at the present value of minimum lease payments or
fair value at the inception of the lease, whichever is lower. Depreciation is
calculated using the straight-line method over the estimated useful life of the
assets. Equipment held under capital leases approximated $580 and is amortized
using the

                                     F-1-8

                                 LINC.NET, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
straight-line method over the shorter of the lease term or estimated useful life
of the assets, with the related amortization included in depreciation expense.

    The useful lives of fixed assets are as follows:

                                                           
Equipment...................................................  3 to 7 years
Furniture and fixtures......................................  3 to 5 years
Vehicles....................................................  3 to 5 years
Computers...................................................  1 to 3 years



CONCENTRATION OF CREDIT RISK

    The Company performs ongoing credit evaluations of its customers' financial
condition. The Company believes its credit granting and collection procedures
are sufficient to eliminate the risk of significant bad debt losses.

    The Company maintains cash with a financial institution, which at times
exceeds the FDIC insured limits. The Company limits the amount of credit
exposure with financial institutions and believes that no significant
concentration of credit risk exists with respect to cash.

DEFERRED FINANCING COSTS

    Deferred financing costs represent capitalized fees and expenses associated
with obtaining financing. The costs are being amortized using the straight-line
method, which approximates the interest method, over the shorter of the terms of
the related loans or the period such loans are expected to be outstanding.
Accumulated amortization of deferred financing costs at December 31, 1999, was
$18.

GOODWILL

    The excess of purchase price over the fair value of assets acquired
(goodwill) is being amortized on a straight-line basis over its estimated
remaining economic life of 20 years. Accumulated amortization of goodwill at
December 31, 1999, was $107.

LONG-LIVED ASSETS

    The Company evaluates its long-lived assets, including goodwill, on an
ongoing basis. Long-lived assets are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of the related asset
may not be recoverable. Recoverability of assets to be held and used is measured
by a comparison of the carrying amount of the asset to future undiscounted cash
flows expected to be generated by the asset. If the asset is determined to be
impaired, the impairment recognized is measured by the amount by which the
carrying value of the asset exceeds its fair value.

FAIR VALUE OF FINANCIAL INSTRUMENTS

    The Company's financial instruments include cash, credit facility
borrowings, and term loans (see Note 7). The fair values of the Company's
financial instruments were not materially different from their

                                     F-1-9

                                 LINC.NET, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
carrying values at December 31, 1999. The Company estimates the fair value of
its obligations using the discounted cash flow method with interest rates
currently available for similar obligations.

4. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

                                                           
Costs incurred on uncompleted contracts.....................  $16,032
Estimated earnings..........................................    4,755
                                                              -------
                                                               20,787
Less: Billings to date......................................  (19,331)
                                                              -------
                                                              $ 1,456
                                                              =======




    The Company collects all billings within one year.


    The foregoing balance is included in the accompanying balance sheet under
the following captions:

                                                           
Costs and estimated earnings in excess of billings on
  uncompleted contracts.....................................  $1,727
Billings in excess of costs and estimated earnings on
  uncompleted contracts.....................................    (271)
                                                              ------
                                                              $1,456
                                                              ======



5. FIXED ASSETS

    Fixed assets consist of the following as of December 31, 1999:

                                                           
Equipment...................................................  $10,274
Vehicles....................................................    4,626
Computers...................................................       70
Furniture and fixtures......................................       50
                                                              -------
                                                               15,020
Less: Accumulated depreciation..............................      (47)
                                                              -------
                                                              $14,973
                                                              =======



                                     F-1-10

                                 LINC.NET, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

6. ACCRUED EXPENSES

    Accrued expenses consist of the following as of December 31, 1999:

                                                           
Accrued payables............................................  $  951
Payroll and benefits........................................     593
Accrued project costs.......................................     405
Interest....................................................     328
Due to affiliates...........................................     250
Taxes, including taxes other than income....................     369
Other.......................................................     443
                                                              ------
                                                              $3,339
                                                              ======



7. DEBT

    The Company's debt consists of the following at December 31, 1999:

                                                           
Revolving credit facility...................................  $ 2,687
Term loan A.................................................   31,300
Term loan B.................................................   27,400
Note payable................................................       99
                                                              -------
                                                               61,486
Less: Revolving credit facility.............................   (2,687)
                                                              -------
                                                               58,799
Less: Current portion of long-term debt.....................   (6,049)
                                                              -------
Long-term debt..............................................  $52,750
                                                              =======



    In connection with the CLS acquisition on October 19, 1999, the Company
entered into a credit agreement, as amended, that provides for a revolving
credit facility (the revolver) and two term loan facilities, Term loan A and
Term loan B, up to $122 million. The funds available under the credit agreement
may be used for acquisitions and general corporate needs. The revolver commits
cash borrowings and letters of credit (not to exceed $3 million) totaling the
lesser of $20 million or the Company's borrowing base. The Company's borrowing
base equals 85% of qualifying accounts receivable and 50% of qualifying
inventory. At December 31, 1999, the Company had borrowings outstanding of
$2,687 and unused credit available of $17,313 under the revolver. At
December 31, 1999, no letters of credit were outstanding. The revolver expires
October 19, 2004.

    Principal payments on the term loan borrowings under the credit agreement,
as amended, are due quarterly commencing March 2000 and are based on a
percentage of the term loan commitments. The quarterly repayment percentage
ranges from 3.5% to 8.67% for Term loan A obligations with the last payment due
September 2004 and from .25% to 15.834% for Term loan B obligations with the
last payment due September 2006.

    The revolver and term loans provide, at the Company's option, interest at:
(i) the greater of the prime rate or the Federal Funds rate, plus the applicable
margin, as defined in the credit agreement (the base

                                     F-1-11

                                 LINC.NET, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

7. DEBT (CONTINUED)
rate loans), or (ii) the Euro-Rate, as defined in the credit agreement, plus the
applicable margin (the Euro-Rate loans). The applicable margin for the revolver
is between 1.0% and 1.75% for the base rate loans and between 2.5% and 3.25% for
the Euro-Rate loans. The applicable margin for the term loans is between 1.0%
and 2.25% for the base rate loans and between 2.5% and 3.75% for the Euro-Rate
loans, in each case based on the Company's consolidated leverage ratio as
defined. At December 31, 1999, borrowings under the revolver, Term loan A, and
Term loan B bore interest at 10%, 10%, and 10.5%, respectively.

    Interest on the revolver and term loans is payable quarterly on the base
rate loans and for the Euro-Rate loans at the earlier of maturity or 90 days.

    The credit agreement calls for a commitment fee payable quarterly in arrears
based on the average daily difference between the revolver commitment and the
sum of revolver borrowings and letters of credit outstanding. The rate is .5%
per annum through the initial adjustment date as defined in the credit agreement
and will range thereafter from .375% to .5% based upon the Company's leverage
ratio.

    The credit agreement is secured by a first priority lien on substantially
all of the Company's assets. The credit agreement also contains covenants
restricting the Company's ability to: (i) incur additional indebtedness,
(ii) dispose of property, (iii) declare or pay dividends, and (iv) transact with
affiliates. The credit agreement also requires the Company to enter into an
interest rate protection agreement in 2000 for a three-year period covering
approximately 50% of the term loans advanced to the Company.

    Aggregate maturities of long-term debt at December 31, 1999, are as follows:

                                                           
2000........................................................  $ 6,049
2001........................................................    7,550
2002........................................................    8,350
2003........................................................    9,150
2004........................................................    2,050
Thereafter..................................................   25,650
                                                              -------
                                                              $58,799
                                                              =======



8. PREFERRED STOCK

    The Company issued 37,265 shares of cumulative, mandatorily redeemable,
nonvoting, Series A preferred stock for proceeds of $37,265. Each share of
preferred stock has a par value of $.01 and a liquidation value of $1,000 per
share, and it accumulates dividends at a rate of 10.0% per annum of the
liquidation value. Upon the liquidation, dissolution, or winding up of the
Company, or on the first business day of October 2006, whichever comes sooner,
the preferred stock must be redeemed at its liquidation value together with any
unpaid dividends which approximates $37,517 in aggregate at December 31, 1999.
As of December 31, 1999, $252 of dividends were accumulated and unpaid.

                                     F-1-12

                                 LINC.NET, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

9. INCOME TAXES

    The benefit for income taxes consists of the following for the period from
October 19, 1999 to December 31, 1999:

                                                           
Deferred:
  Federal...................................................  $447
  State.....................................................    82
                                                              ----
Income tax benefit..........................................  $529
                                                              ====



    The income tax benefit differs from the amount of income tax benefit
computed by applying the U.S. federal income tax rate to loss before income
taxes for the period from October 19, 1999 to December 31, 1999. A
reconciliation of the difference is as follows:

                                                           
Income tax benefit at statutory federal tax rate............  $476
Increase resulting from state and local tax benefits, net of
  federal effect............................................    53
                                                              ----
Benefit for income taxes....................................  $529
                                                              ====



    The tax effect of temporary differences that gave rise to deferred tax
assets consists of the following at December 31, 1999:

                                                           
Excess purchase price over predecessor's basis..............  $ 968
Net operating loss carryforward.............................    503
Other--Principally accruals.................................     26
                                                              -----
Total deferred assets.......................................  1,497
Less: Valuation allowance...................................   (968)
                                                              -----
Net deferred tax assets.....................................  $ 529
                                                              =====



    The Company recorded $968 of deferred tax assets in connection with the CLS
acquisition relating to the amount of purchase price deductible for tax and not
for books. The Company's net operating losses expire in the year 2020.

    In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities, tax planning strategies, and
projected future taxable income in making this assessment. Based upon the level
of historical taxable income of the acquired companies (see Note 2) and
projections for future taxable income over the periods during which the deferred
tax assets are deductible, management believes it is more likely than not the
Company will realize the benefits of these deductible differences, net of the
existing valuation allowance at December 31, 1999.

                                     F-1-13

                                 LINC.NET, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

10. RELATED PARTY TRANSACTIONS

MANAGEMENT AGREEMENTS

    The Company entered into cancelable management service agreements with
stockholders that have seven-year terms. The fees associated with the agreements
are payable quarterly and will not exceed $1,000 per year in aggregate. For the
period from October 19, 1999 to December 31, 1999, the Company recorded $250 in
expense associated with these agreements.

RELATED PARTY LEASES

    The Company leases certain operating facilities and offices under operating
leases from stockholders that commence in 2000. Future minimum rental payments
required under these leases are $48 and $27 for 2000 and 2001, respectively.

11. BENEFIT PLANS AND OTHER COMPENSATION

    The Company maintains defined-contribution 401(k) plans and a profit-sharing
retirement plan that covers substantially all of its employees. The plans
provide for discretionary employer contributions. The Company's cost recognized
as expense associated with these plans for the period from October 19, 1999 to
December 31, 1999 was zero.


    In 1999, the Company adopted a stock option plan. Under the plan, the Board
of Directors, at its discretion, can issue options for up to 103,825 shares of
common stock. The exercise price and vesting periods are determined by the Board
of Directors on the issuance date. No options were issued during the period from
October 19, 1999 to December 31, 1999.


12. LEASE COMMITMENTS

    The Company leases various assets whose terms and conditions qualify the
obligations for treatment as capital leases.

                                     F-1-14

                                 LINC.NET, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

12. LEASE COMMITMENTS (CONTINUED)
    The Company also leases certain facilities and equipment under various
noncancelable operating lease agreements. Future minimum lease payments under
capital and noncancelable operating leases, including those with related
parties, as of December 31, 1999, are as follows:



                                                             CAPITAL    OPERATING
                                                              LEASES     LEASES
                                                             --------   ---------
                                                                  
2000.......................................................   $ 168       $604
2001.......................................................     168         51
2002.......................................................     162         17
2003.......................................................     125         --
2004.......................................................      33         --
Thereafter.................................................      --         --
                                                              -----       ----
Total minimum lease payments...............................     656       $672
                                                                          ====
Less: Amount representing interest.........................     (72)
                                                              -----
Present value of net minimum capital lease payments........     584
Less: Current portion of obligations under capital
  leases...................................................    (121)
                                                              -----
Obligations under capital leases, excluding current
  installments.............................................   $ 463
                                                              =====


    Rent expense was $108 for the period from October 19, 1999 to December 31,
1999.

13. ADDITIONAL PURCHASE PRICE ARRANGEMENTS

    The terms of the Company's CLS and C&B acquisition agreements provide for
additional consideration to be paid if the respective acquired entity's results
of operations exceed certain targeted levels. The targeted levels are set above
the historical experience of the acquired entity at the time of acquisition.
Provided the targets are achieved or exceeded, the additional consideration for
CLS and C&B would be paid in 2000 and 2001, respectively, at which time it would
be recorded as additional goodwill.

14. SEGMENT INFORMATION

    The Company operates in a single segment: network infrastructure services to
the telecommunications, Internet, cable TV providers and to a lesser extent
energy companies. All of the Company's revenues are derived in the United
States.

15. LOSS PER SHARE

    Basic loss per share is shown on the face of the statement of operations.
Basic loss per share is based on the weighted average number of common shares
outstanding from October 19, 1999 to December 31, 1999.

                                     F-1-15

                                 LINC.NET, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

15. LOSS PER SHARE (CONTINUED)
    The following table sets forth the computation of basic loss per share:


                                                           
Net loss....................................................  $  (830)
Preferred stock dividends...................................     (252)
                                                              -------
Net loss of common stockholders.............................   (1,082)

Weighted average number of common shares outstanding........  597,841

Net loss per share--Basic...................................  $ (1.81)
                                                              =======




16. SUBSEQUENT EVENTS

    On January 21, 2000, the Company acquired the stock of North Shore Cable
Contractors, Inc. (NSC) for $5,752. NSC is primarily engaged in the installation
of underground utilities consisting of conduit/fiber optic cable. The
acquisition was financed through the Company's credit agreement and stock
issuances.

    On March 13, 2000, the Company acquired a 55.6% interest (44.1% voting
control) in Telpro Technologies, Inc. (Telpro) for $18.3 million. Telpro
provides telecommunication equipment, engineering, design and installation
services to the central offices of major network providers.

                                     F-1-16

                                 LINC.NET, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEET


                               SEPTEMBER 30, 2000


                                  (UNAUDITED)
                             (AMOUNTS IN THOUSANDS)


                                                           
ASSETS

Current assets:
  Cash and cash equivalents.................................  $  6,109
  Accounts receivable (less allowances of $115).............    93,861
  Costs and estimated earnings in excess of billings on
    uncompleted contracts...................................    32,399
  Inventory.................................................     1,019
  Prepaids and other assets.................................     5,004
  Due from affiliate........................................    14,021
                                                              --------
Total current assets........................................   152,413

Fixed assets, net...........................................    39,805
Goodwill, net...............................................   186,559
Deferred financing costs, net...............................     5,462
Investments in affiliate....................................    22,843
Other noncurrent assets.....................................     1,717
                                                              --------
Total assets................................................  $408,799
                                                              ========

LIABILITIES AND COMMON STOCKHOLDERS' EQUITY

Current liabilities:
  Current portion of long-term debt.........................  $  8,827
  Revolving credit facility.................................    16,750
  Accounts payable and accrued expenses.....................    55,943
  Billings in excess of costs and estimated earnings on
    uncompleted contracts...................................     4,154
  Current portion of capital lease obligations..............       638
                                                              --------
Total current liabilities...................................    86,312

Long-term debt, less current portion........................   188,029
Capital lease obligations, less current portion.............       293
Deferred income taxes.......................................       626
Series A mandatorily redeemable preferred stock, $.01 par
  value, 125,000 shares authorized; 114,297 shares issued
  and outstanding...........................................   119,612
Stockholders' equity:

Common stock, 6,229,500 shares authorized; 5,539,944 shares
  issued and outstanding....................................        13
Series B redeemable preferred stock, $.01 par value, 25,000
  shares authorized; 5,760 shares issued and outstanding....     6,065
Additional paid-in capital..................................    13,326
Accumulated deficit.........................................    (2,620)
Stockholder loans...........................................      (367)
Excess of purchase price over predecessor basis.............    (2,490)
                                                              --------
Total stockholders' equity..................................    13,927
                                                              --------
Total liabilities and stockholders' equity..................  $408,799
                                                              ========




     See accompanying notes to condensed consolidated financial statements.

                                     F-1-17

                                 LINC.NET, INC.

                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS


                      NINE MONTHS ENDED SEPTEMBER 30, 2000


                                  (UNAUDITED)
                             (AMOUNTS IN THOUSANDS)


                                                           
Net revenue.................................................  $174,536
Costs of sales..............................................   146,122
                                                              --------
  Gross profit..............................................    28,414
General and administrative expenses.........................    12,285
Amortization of goodwill....................................     4,084
Management fees.............................................       667
                                                              --------

  Income from operations....................................    11,378
Other (income) expense:
  Interest expense, net.....................................    10,560
  Other income, net.........................................       (21)
                                                              --------
Income before income taxes and equity in income of
  investees.................................................       839
Equity in income of investee................................     3,325
                                                              --------
Income before income taxes..................................     4,164
Income taxes................................................       336
                                                              --------
Net income..................................................     3,828
Preferred stock dividends...................................    (5,366)
                                                              --------
Net loss available to common stockholders...................  $ (1,538)
                                                              ========
Loss per common share--basic................................  $   (.35)
                                                              ========




     See accompanying notes to condensed consolidated financial statements.

                                     F-1-18

                                 LINC.NET, INC.

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS


                      NINE MONTHS ENDED SEPTEMBER 30, 2000


                                  (UNAUDITED)
                             (AMOUNTS IN THOUSANDS)


                                                           
CASH FLOWS FROM OPERATING ACTIVITIES
Net income..................................................  $   3,828
Adjustment to reconcile net income to net cash used in
  operating activities:
  Depreciation..............................................      4,368
  Amortization..............................................      4,084
  Equity in income of investee..............................     (3,325)
  Deferred income taxes.....................................        213
  Changes in operating assets and liabilities (net of
    acquired companies):
    Accounts receivable.....................................    (13,528)
    Prepaid expenses and other current assets...............     (2,955)
    Inventory...............................................       (247)
    Costs and estimated earnings in excess of billings,
      net...................................................    (13,924)
    Other assets............................................       (781)
    Accounts payable........................................     (1,588)
    Accrued expenses........................................      2,956
    Due from affiliate......................................    (14,021)
                                                              ---------
Net cash used in operating activities.......................    (34,920)

INVESTING ACTIVITIES
  Acquisitions, net of cash acquired........................   (174,242)
  Capital expenditures......................................     (6,927)
  Investments in Telpro.....................................    (19,518)
                                                              ---------
Net cash used in investing activities.......................   (200,687)

FINANCING ACTIVITIES
  Proceeds from issuance of debt............................    139,650
  Principal payments on debt................................     (2,734)
  Payment of debt issuance costs............................     (3,911)
  Net proceeds from revolving credit facility...............     14,063
  Payments under capital lease obligations..................       (525)
  Proceeds from the issuance of stock.......................     91,624
                                                              ---------
Net cash provided by financing activities...................    238,167
                                                              ---------
Net increase in cash and cash equivalents...................      2,560
Cash and cash equivalents at beginning of period............      3,549
                                                              ---------
Cash and cash equivalents at end of period..................  $   6,109
                                                              =========




     See accompanying notes to condensed consolidated financial statements.

                                     F-1-19

                                 LINC.NET, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                               SEPTEMBER 30, 2000


                                  (UNAUDITED)

                       (IN THOUSANDS, EXCEPT SHARE DATA)

1.  ORGANIZATION

    Linc.net, Inc. (the Company) was incorporated on October 18, 1999, in
accordance with the laws of the state of Delaware. The Company operates as a
supplier of network infrastructure services to telecommunications, Internet,
cable TV providers and to a lesser extent, energy companies.

2.  INTERIM FINANCIAL INFORMATION


    The accompanying unaudited condensed financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with instruction to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the nine month period ended September 30,
2000 are not necessarily indicative of the results that may be expected for the
fiscal year ending December 31, 2000. These financial statements should be read
in conjunction with the financial statements, including the notes thereto, for
the period from October 19, 1999 to December 31, 1999.


    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

3.  ACQUISITIONS


    On January 21, 2000, the Company acquired all of the outstanding stock of
North Shore Cable Cable Contractors, Inc. (NSC) for $6.1 million. The purchase
price, including costs incurred directly related to the transaction, was
preliminarily allocated to working capital of approximately $.5 million and
fixed assets of approximately $1.1 million, non-current liabilities of $.9
million and resulted in an excess purchase price over net identifiable assets of
approximately $5.4 million. NSC provides network infrastructure installation
services primarily to the telecommunications and cable industries.



    On March 13, 2000, the Company acquired a 55.6% interest (44.1% voting
control) in Telpro Technologies, Inc. (Telpro) for $32.5 million in cash. On
May 19, 2000 the Company acquired additional shares for $1.1 million in cash
which resulted in the Company owning a 59.4% interest (49.0% voting control). On
October 6, 2000, pursuant to the stock purchase agreement between Linc.net and
Telpro, Linc.net exercised an option to acquire the remaining outstanding voting
stock of Telpro (note 10). Prior to the acquisition of the remaining stock not
owned, the Company accounted for its investment in Telpro under the equity
method of accounting. Telpro provides telecommunication equipment, engineering,
design and installation services to the central offices of major network
providers.



    On May 3, 2000, the Company acquired all of the outstanding stock of George
M. Construction, Inc. (George M) for $22.1 million. The purchase price,
including costs incurred directly related to the transaction, was preliminarily
allocated to working capital of approximately $5.0 million and fixed assets of
approximately $5.1 million and resulted in an excess purchase price over net
identifiable assets of approximately $12.0 million. George M.'s specializes in
the installation of public utility telecommunications infrastructure.


                                     F-1-20

                                 LINC.NET, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


                               SEPTEMBER 30, 2000


                                  (UNAUDITED)

                       (IN THOUSANDS, EXCEPT SHARE DATA)

3.  ACQUISITIONS (CONTINUED)

    On May 8, 2000, the Company acquired all of the outstanding stock of Utility
Consultants, Inc. (UCI) for $17.3 million. The purchase price, including costs
incurred directly related to the transaction, was preliminarily allocated to
working capital of approximately $7.3 million, non-current liabilities of
$.4 million and fixed assets of approximately $.8 million and resulted in an
excess purchase price over net identifiable assets of approximately $9.6
million. UCI provides engineering and design and build services to the
telecommunications and electrical industries.



    On May 10, 2000, the Company acquired certain net assets of Communicor
Corporation USA (Communicor) for $12.8 million. The purchase price, including
costs incurred directly related to the transaction, was preliminarily allocated
to working capital (deficit) of approximately $(1.7) million and fixed assets of
approximately $1.0 million and resulted in an excess purchase price over net
identifiable assets of approximately $13.5 million. Communicor provides network
infrastructure services primarily to the telecommunications industry.



    On June 16, 2000, the Company acquired all of the outstanding stock of Craig
Enterprises, Inc. (Craig) for $24.3 million. The purchase price, including costs
incurred directly related to the transaction, was preliminarily allocated to
working capital of approximately $2.3 million, non-current liabilities of
$.6 million and fixed assets of approximately $4.7 million and resulted in an
excess purchase price over net identifiable assets of approximately
$17.9 million. Craig provides network infrastructure services primarily to the
telecommunications industry.



    On August 3, 2000, the Company acquired all of the outstanding stock of
Felix Equities, Inc. and certain of its affiliates (collectively, Felix) for
$96.2 million. The purchase price, including costs incurred directly related to
the acquisition, was preliminarily allocated to working capital of approximately
$19.5 million, non-current liabilities, net of $1.1 million, fixed assets of
$12.5 million and resulted in a preliminary excess of purchase price over net
identifiable assets of approximately $65.3 million. Felix provides network
infrastructure services primarily to the telecommunications industry.



    The NSC, George M., UCI, Communicor, Craig, and Felix acquisitions described
above have been accounted for by the purchase method of accounting and
accordingly, the results of operations for these acquisitions have been included
in the Company's condensed consolidated financial statements from their
respective dates of acquisitions. The purchase price allocations will be
finalized pending completion of fixed asset appraisals and an analysis of
deferred income tax items. The Company has arranged to obtain independent
appraisals of the acquired fixed assets and expects to receive these in the
fourth quarter of 2000. The Company is in the process of analyzing deferred
income taxes of the acquired companies and anticipates this analysis to be
completed by the first quarter of 2001. The Company has estimated the fair
market value and useful lives of the acquired fixed assets and the amounts of
deferred income tax assets and liabilities pending completion of the required
information. While management does not believe the fair market values will be
significantly different from the estimates used, differences could result which
may impact the remaining useful lives of fixed assets or their values and the
amounts of deferred income tax assets or liabilities. Management does not
believe these differences will have a material impact on either the results of
operations or financial position of the Company.


                                     F-1-21

                                 LINC.NET, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


                               SEPTEMBER 30, 2000


                                  (UNAUDITED)

                       (IN THOUSANDS, EXCEPT SHARE DATA)

3.  ACQUISITIONS (CONTINUED)
    Unaudited pro forma information with respect to the Company as if the 2000
acquisitions had occurred on January 1, 2000 is as follows:


                                                           
Net revenue.................................................  $353,280
Income before income taxes..................................    23,083
Net income to common stockholders...........................    15,209
Net income per share to common stockholders.................  $   2.75




4.  DEBT

    On June 16, 2000, the Company entered into an amended and restated senior
credit facility that increased the previous facility from $122 million to
$230 million. Under the new credit facility, the Company may borrow up to
$30 million in revolving credit loans and letters of credit and up to
$200 million in term loans ($100 million in Term Loan A and $100 million in Term
Loan B). All revolving loans, if any, mature on June 16, 2005. The term loans
mature in quarterly installments on March 31, June 30, September 30 and
December 31 of each year beginning on March 31, 2001 (Term Loan A series) and
June 30, 2000 (Term Loan B series) and ending in December 2005 (Term Loan A
series) and March 2007 (Term Loan B series).

    Borrowings under the credit facility bear interest at a floating rate and
may be maintained as base rate loans or, at our option, as Euro-rate loans. Base
rate loans bear interest at the base rate plus an applicable margin for the
revolving credit facility and the Term Loan A facility and 250 basis points for
the Term Loan B facility. Base rate is defined in the senior credit facility as
the higher of the interest rate per annum announced from time to time by PNC
Bank and the federal funds effective rate, plus one half percent ( 1/2%) per
annum. Euro-rate loans bear interest at the Euro-rate as described in the
amended senior credit facility, plus an applicable margin for the bank credit
facility and the Term Loan A facility, and 400 basis points for the Term Loan B
facility.

    Under the senior credit facility the Company must also pay commitment fees,
which are calculated at a rate per annum based on certain financial covenants in
the case of the revolving credit loans, and based on a percentage of the
difference between committed amounts and amounts actually borrowed in the case
of the Term Loan A facility.

    Voluntary prepayments of amounts outstanding under the amended senior credit
facility are permitted at any time, so long as the Company gives notice as
required by the facility. However, if a prepayment is made with respect to a
Euro-rate loan and the prepayment is made on a date other than an interest
payment date, the Company must pay a fee to compensate the lender for losses and
expenses incurred as a result of the prepayment.

    The amended senior credit facility requires the Company to meet certain
financial tests, including, without limitation, minimum fixed charge coverage
ratios, a maximum leverage ratio and a minimum interest coverage ratio. In
addition, the amended senior credit facility contains certain covenants which,
among other things, limit the incurrence of additional indebtedness,
investments, dividends, transactions

                                     F-1-22

                                 LINC.NET, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


                               SEPTEMBER 30, 2000


                                  (UNAUDITED)

                       (IN THOUSANDS, EXCEPT SHARE DATA)

4.  DEBT (CONTINUED)
with affiliates, asset sales, acquisitions, mergers and consolidations,
prepayments of other indebtedness, liens and encumbrances and other matters
customarily restricted in such agreements.

    The senior credit facility is secured by a first priority security interest
in all of our receivables, contracts, contract rights, equipment, intellectual
property, inventory and all other tangible and intangible assets and each of the
Company's domestic subsidiaries, subject to certain customary exceptions and a
pledge of all capital stock of any direct and indirect domestic subsidiaries.


    The Company has a program in place which covers approximately $29.2 million
of outstanding indebtedness as of September 30, 2000, for purposes of reducing
the Company's exposure to interest rate fluctuations. On February 28, 2000, the
Company entered into an interest rate swap agreement with PNC Bank, National
Association. The initial notional principal amount of the agreement was
$31.0 million, with such amount decreasing on a quarterly basis to approximately
$21.9 million on March 1, 2003, when the agreement terminates. This agreement
establishes a fixed rate of 10.55% for such debt.


5.  STOCK ISSUANCES


    Concurrent with each of the acquisitions described above (see note 3) the
Company sold stock to the sellers of the acquired companies. In aggregate, the
Company issued 84,200 and 5,790 shares of Series A mandatorily redeemable
preferred stock and Series B redeemable preferred stock, respectively, and
4,146,388 shares of common stock for approximately $83.0 million in proceeds.
Each share of Series A mandatorily redeemable preferred stock and Series B
redeemable preferred stock has a liquidation value of $1,000 per share, and it
accumulates dividends at a rate of 10% per annum of the liquidation value. In
the event of liquidation, dissolution, winding up of the Company, the preferred
stock must be redeemed at its liquidation value, together with any unpaid
dividends. In any event, the Series A mandatorily redeemable preferred stock
must be redeemed no later than October 2006. The Series B redeemable preferred
stock is redeemable in whole or in part at the discretion of the Company at any
time.


6.  LOSS PER SHARE


    Basic loss per share is shown on the face of the statement of operations.
Basic loss per share is based on the weighted average number of common shares
outstanding for the nine months ending September 30, 2000. The following table
sets forth the computation of basic loss per share:



                                                           
Net income..................................................  $    3,828
Preferred stock dividends...................................      (5,366)
                                                              ----------
Net loss to common stockholders.............................      (1,539)
                                                              ==========
Weighted Average number of common shares outstanding........   4,447,115

Net loss per share--basic...................................  $     (.35)




                                     F-1-23

                                 LINC.NET, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


                               SEPTEMBER 30, 2000


                                  (UNAUDITED)

                       (IN THOUSANDS, EXCEPT SHARE DATA)

7.  INVENTORIES


    Inventories are stated at the lower of cost or market, using the first in,
first out method. Inventory consists principally of parts purchased for resale
or for use in construction activities. Accordingly, there is no work in process
or finished goods inventory.


8.  INFORMATION ON INVESTEES


    On March 13, 2000 the Company acquired a non-controlling interest in Telpro.
The Company is accounting for their ownership of Telpro under the equity method
of accounting. The following additional summarized income statement information
regarding Telpro's stand-alone results of operations for the period from
March 14, 2000 to September 30, 2000 is provided below:



                                                           
Net revenue.................................................  $35,771
Gross profit................................................   15,596
Income before taxes.........................................   10,521
Net income..................................................    3,365





9.  STOCK OPTION AND LONG-TERM EQUITY INCENTIVE PLAN



    In October 1999, the company's board of directors approved the 1999 Stock
Option Plan which authorizes the granting of non-qualified stock options and the
sale of common stock to employees. The Amended and Restated 1999 Stock Option
Plan, which was adopted by our board of directors on May 23, 2000, authorizes
the granting of options to purchase up to an aggregate of 166,120 shares of
common stock, subject to adjustment based on the occurrence of specified events
and to prevent any dilution or expansion of the rights of participants that
might otherwise result from the occurrence of such events.



    Options to purchase an aggregate of 12,721 shares of our common stock were
outstanding as of September 30, 2000. Of the options granted, 10,221 are 100%
vested while the remaining 2,500 options vest and become exercisable in five
equal installments beginning on the first anniversary of the grant date and
continuing thereafter on an annual basis. Unvested options will terminate in the
event the optionee ceases to be employed by Linc.net and vested but unexercised
options will terminate immediately if the optionee is terminated for cause or if
the optionee ceases to be employed by Linc.net or its subsidiaries for any
reason other than cause. Unvested options will terminate after six months in the
case of death or disability or after 90 days in the case of retirement. All of
the options granted have an exercise price equal to the fair market value of the
common stock on the grant date of $10 per share. Subsequent to the adoption of
the long-term equity incentive plan described below, no future grants will be
made under the stock option plan.



    The Linc.net 2000 Long-Term Equity Incentive Plan, which is referred to as
the long-term equity incentive plan, was adopted by the board of directors and
stockholders in August 2000 and will become effective concurrent with the
Company's initial public offering (Note 10.) The long-term equity incentive plan
provides for grants of incentive and nonqualified stock options, stock
appreciation rights, restricted stock and performance awards. Certain directors,
officers and other employees of Linc.net and its


                                     F-1-24

                                 LINC.NET, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


                               SEPTEMBER 30, 2000


                                  (UNAUDITED)

                       (IN THOUSANDS, EXCEPT SHARE DATA)


9.  STOCK OPTION AND LONG-TERM EQUITY INCENTIVE PLAN (CONTINUED)


subsidiaries and persons who engage in services for us are eligible for grants
under the plan. The purpose of the long-term equity incentive plan is to provide
these individuals with incentives to maximize stockholder value and otherwise
contribute to our success and to enable us to attract, retain and reward the
best available persons for positions of responsibility.



    A total of 7,290,342 shares of our common stock will be available for
issuance under the long-term equity incentive plan, subject to adjustment in the
event of a reorganization, stock split, merger or similar change in the
corporate structure of Linc.net. The compensation and organization committee has
the authority to declare options or other awards fully vested and exercisable
upon a change in control of Linc.net. Additionally, in the event of a change in
control, the compensation and organization committee may cancel outstanding
options for consideration and cancel options that are not exercisable or provide
substitute options to securities in the successor company following such change
in control. In addition, the compensation and organization committee will
determine the term of each option in its discretion; however, no term may exceed
ten years from the date of grant or, in the case of an incentive option-granted
to a person who owns stock constituting more than 10% of our voting power, five
years from the date of grant. In addition, all options under the long-term
equity incentive plan, whether or not when exercisable, generally cease vesting
when a grantee ceases to be a director, officer or employee of, or otherwise
ceases to perform services for, Linc.net or its subsidiaries. The compensation
and organization committee will determine the exercise price of any option in
its discretion. However, the exercise price of an incentive option may not be
less than 100% of the fair market value of a share of common stock on the date
of grant, and the exercise price of an incentive option awarded to a person who
owns stock constituting more than 10% of our voting power may not be less than
110% of such fair market value on such date.



    The Company has not granted options to purchase shares of our common stock
under the equity incentive plan as of September 30, 2000. In connection with the
Company's initial public offering, options to purchase additional shares of our
common stock to employees will be granted. All of these options will have an
exercise price equal to the initial public offering price of the common stock
and will be subject to vesting over a five-year period. The Company accounts for
its employee-based stock compensation under Accounting Principles Board No. 25,
"Accounting for Stock Issued to Employees," and accordingly, will not record any
compensation expense for these options.



10.  SUBSEQUENT EVENTS



    On August 31, 2000, the Company agreed to acquire all of the outstanding
capital stock of InterCon for $43,000, including estimated direct acquisition
costs of $2,400. The acquisition is expected to be completed during the fourth
quarter and will be accounted for as a purchase in accordance with Accounting
Principles Board Opinion No. 16, "Business Combinations." The acquisition will
be financed through capital contributions and the issuance of debt.



    In 1999, the Company entered into cancelable management service agreements
with stockholders that have seven-year terms. Under these agreements, the
Company recorded expense of $667 in the nine


                                     F-1-25

                                 LINC.NET, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


                               SEPTEMBER 30, 2000


                                  (UNAUDITED)

                       (IN THOUSANDS, EXCEPT SHARE DATA)


10.  SUBSEQUENT EVENTS (CONTINUED)


months ended September 30, 2000. In connection with services rendered to the
Company for their initial public offering (IPO) of common stock, the agreements
were terminated on September 1, 2000, in exchange for 20,000 shares of common
stock and 1,800 shares of Series A mandatorily redeemable preferred stock. The
Series A mandatorily redeemable preferred stock will convert to common stock
contemperanous with the IPO. The fair market value of the stock issued assuming
an IPO stock price of $16 per share is $3,920 ($1,800 of preferred stock and
$2,120 of common stock. The $3,920 will be recorded as a deferred transaction
cost pending completion of the IPO, at which time it will be recorded as a
reduction to equity as an expense of the IPO.



    On September 12, 2000 the Company filed a Registration Statement on
Form S-1 under the Securities Act of 1933 with the Securities and Exchange
Commission for the offering of its shares of common stock. This is the Company's
initial public offering and no public market currently exists for the Company's
shares. The Company anticipates gross proceeds from the offering of $75,200 and
an initial public offering price between $15 and $17 per share. Concurrent with
the initial public offering, the Company's outstanding Series A mandatorily
redeemable preferred stock and Series B preferred stock will be redeemed for
shares of the Company's common stock at the initial public offering price.



    On October 6, 2000, the Company exercised its option to acquire the
remaining outstanding stock of Telpro for $11.2 million. Concurrent with the
acquisition, Telpro divested its product distribution business into a
minority-owned subsidiary of which Telpro owns a 49% voting interest.


                                     F-1-26

                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders of
M & P Utilities, Inc., and Muller & Pribyl Utilities, Inc.

    We have audited the accompanying combined balance sheet of M&P
Utilities, Inc. and Muller & Pribyl Utilities, Inc. (collectively, the Company)
as of December 31, 1998 and December 21, 1999, and the related combined
statements of income, stockholders' equity, and cash flows for the years ended
December 31, 1997 and 1998 and for the period from January 1, 1999 to
December 21, 1999. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
our audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

    In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of the Company
at December 31, 1998 and December 21, 1999, and the combined results of its
operations and its cash flows for years ended December 31, 1997 and 1998 and for
the period from January 1, 1999 to December 21, 1999, in conformity with
accounting principles generally accepted in the United States.

                                                               ERNST & YOUNG LLP

Chicago, Illinois
July 14, 2000

                                     F-2-1

                           M & P UTILITIES, INC. AND
                        MULLER & PRIBYL UTILITIES, INC.

                            COMBINED BALANCE SHEETS

                             (AMOUNTS IN THOUSANDS)



                                                              DECEMBER 31   DECEMBER 21
                                                                 1998          1999
                                                              -----------   -----------
                                                                      
ASSETS
Current assets:
  Cash and cash equivalents.................................    $ 2,275       $   970
  Accounts receivable, including retainage of $393 and
    $1,781
    (less allowance of $20).................................      6,208        13,369
  Unbilled revenues.........................................         52           516
  Inventory.................................................        123           149
  Prepaid expenses and other current assets.................         55           109
                                                                -------       -------
Total current assets........................................      8,713        15,113
Fixed assets, net...........................................      6,328         6,716
                                                                -------       -------
Total assets................................................    $15,041       $21,829
                                                                =======       =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable..........................................    $ 1,257       $ 3,091
  Accrued expenses..........................................        339         1,409
  Allowance for losses on contracts.........................         --           135
  Accrued transaction costs.................................         --         2,215
  Additional costs to be incurred in completion of
    contracts...............................................         80           405
  Accrued bonuses...........................................         --         2,270
  Advance billings..........................................        301           958
  Note payable..............................................         43            99
  Current portion of capital lease obligations..............         --           121
                                                                -------       -------
Total current liabilities...................................      2,020        10,703

Capital lease obligations, less current portion.............         --           463

Stockholders' equity
  Common stock..............................................          2             2
  Additional paid-in-capital................................        802           802
  Retained earnings.........................................     12,217         9,859
                                                                -------       -------
Total stockholders' equity..................................     13,021        10,663
                                                                -------       -------
Total liabilities and stockholders' equity..................    $15,041       $21,829
                                                                =======       =======


                            See accompanying notes.

                                     F-2-2

                           M & P UTILITIES, INC. AND
                        MULLER & PRIBYL UTILITIES, INC.

                         COMBINED STATEMENTS OF INCOME

                             (AMOUNTS IN THOUSANDS)




                                                                                      PERIOD
                                                                                       FROM
                                                                  YEARS ENDED        JANUARY 1
                                                                  DECEMBER 31         1999 TO
                                                              -------------------   DECEMBER 21
                                                                1997       1998        1999
                                                              --------   --------   -----------
                                                                           
Net revenue.................................................  $22,652    $28,900     $ 43,916
Costs of sales..............................................   16,408     22,672       32,701
                                                              -------    -------     --------
Gross profit................................................    6,244      6,228       11,215
General and administrative expenses.........................    1,343      1,446        1,781
                                                              -------    -------     --------
Income from operations......................................    4,901      4,782        9,434

Other income (expense):
  Interest income...........................................       85         55           97
  Interest expense..........................................     (166)       (16)         (34)
  Transaction costs related to sale of company..............       --         --       (4,485)
  Other income (expense)....................................      153          1          (31)
                                                              -------    -------     --------
Total other income (expense), net...........................       72         40       (4,453)
                                                              -------    -------     --------
Income before state income taxes............................    4,973      4,822        4,981
Provision for state income taxes............................        5         51           71
                                                              -------    -------     --------
Net income..................................................  $ 4,968    $ 4,771     $  4,910
                                                              =======    =======     ========
Basic and diluted earnings per share........................  $49,680    $47,710     $ 49,100
                                                              =======    =======     ========
Pro forma net income data (unaudited):
Pro forma income tax expense................................  $ 1,989    $ 1,929     $  1,992
                                                              =======    =======     ========
Pro forma net income........................................  $ 2,984    $ 2,893     $  2,989
                                                              =======    =======     ========
Pro forma basis and diluted earnings per share..............  $29,840    $28,930     $ 29,890
                                                              =======    =======     ========



                            See accompanying notes.

                                     F-2-3

                           M & P UTILITIES, INC. AND
                        MULLER & PRIBYL UTILITIES, INC.

                  COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY

            (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)



                                        M&P UTILITIES, INC.                        MULLER & PRIBYL UTILITIES,INC.
                           ----------------------------------------------   ---------------------------------------------
                                                    ADDITIONAL                                     ADDITIONAL
                                        COMMON       PAID-IN     RETAINED               COMMON       PAID-IN     RETAINED
                            SHARES     STOCK (1)     CAPITAL     EARNINGS    SHARES    STOCK (2)     CAPITAL     EARNINGS    TOTAL
                           --------   -----------   ----------   --------   --------   ---------   -----------   --------   --------
                                                                                                 
Balance at December 31,
  1996...................    100      $       --       $302      $   891      200        $  2      $       --    $ 7,162    $ 8,357
Net income...............     --              --         --        3,869       --          --              --      1,099      4,968
Distributions to
  stockholders...........     --              --         --          (53)      --          --              --     (2,261)    (2,314)
                             ---      -----------      ----      -------      ---        ----      -----------   -------    -------
Balance at December 31,
  1997...................    100              --        302        4,707      200           2              --      6,000     11,011
Net income...............     --              --         --        3,671       --          --              --      1,100      4,771
Contributed capital......     --              --        500           --       --          --              --         --        500
Distributions to
  stockholders...........     --              --         --       (1,042)      --          --              --     (2,219)    (3,261)
                             ---      -----------      ----      -------      ---        ----      -----------   -------    -------
Balance at December 31,
  1998...................    100              --        802        7,336      200           2              --      4,881     13,021
                             ---      -----------      ----      -------      ---        ----      -----------   -------    -------
Net income...............     --              --         --        3,932       --          --              --        978      4,910
Distributions to
  stockholders...........     --              --         --       (4,730)      --          --              --     (2,538)    (7,268)
                             ---      -----------      ----      -------      ---        ----      -----------   -------    -------
Balance at December 21,
  1999...................    100              --       $802      $ 6,538      200        $  2      $       --    $ 3,321    $10,663
                             ===      ===========      ====      =======      ===        ====      ===========   =======    =======


- ------------------------

(1) No par value, 2,500 shares authorized; 100 shares issued and outstanding.

(2) $10 par value, 200 shares authorized, issued, and outstanding.

                            See accompanying notes.

                                     F-2-4

                           M & P UTILITIES, INC. AND
                        MULLER & PRIBYL UTILITIES, INC.

                       COMBINED STATEMENTS OF CASH FLOWS

                             (AMOUNTS IN THOUSANDS)



                                                                 YEAR ENDED           PERIOD FROM
                                                                 DECEMBER 31       JANUARY 1 1999 TO
                                                             -------------------      DECEMBER 21
                                                               1997       1998           1999
                                                             --------   --------   -----------------
                                                                          
CASH FLOWS FROM OPERATING ACTIVITIES
Net income.................................................  $ 4,968    $ 4,771         $ 4,910
Adjustments to reconcile net income to net cash provided by
  operating activities:
  Depreciation.............................................    1,137      1,338           1,540
  Gain on disposals of fixed assets........................      (11)        (1)             --
  Provision for doubtful accounts..........................       --         20              --
  Changes in operating assets and liabilities:
    Decrease (increase) in operating assets:
      Accounts receivable and unbilled revenues............      237     (1,568)         (7,625)
      Inventory............................................       (8)      (110)            (26)
      Prepaid expenses and other current assets............      890        403             (54)
    Increase (decrease) in operating liabilities:
      Accounts payable.....................................     (191)        32           1,834
      Accrued expenses.....................................      255        115           6,672
                                                             -------    -------         -------
Net cash provided by operating activities..................    7,277      5,000           7,251
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets, net..............................   (2,208)    (2,031)         (1,251)
                                                             -------    -------         -------
Cash used in investing activities..........................   (2,208)    (2,031)         (1,251)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of debt...........................................      221         --              99
Principal payments on debt.................................   (1,101)      (177)            (43)
Payment on capital lease obligations.......................       --         --             (93)
Capital contribution from stockholders.....................       --        500              --
Distributions..............................................   (2,314)    (3,261)         (7,268)
                                                             -------    -------         -------
Net cash used in financing activities......................   (3,194)    (2,938)         (7,305)
                                                             -------    -------         -------
Increase (decrease) in cash and cash equivalents...........    1,875         31          (1,305)
Cash and cash equivalents at beginning of year.............      369      2,244           2,275
                                                             -------    -------         -------
Cash and cash equivalents at end of year...................  $ 2,244    $ 2,275         $   970
                                                             =======    =======         =======
Supplemental disclosures of cash flow information:
  Cash paid during the year for interest...................  $   166    $    16         $    34
  Debt issued for capital leased assets....................       --         --             677


                            See accompanying notes.

                                     F-2-5

                           M & P UTILITIES, INC. AND
                        MULLER & PRIBYL UTILITIES, INC.

                     NOTES TO COMBINED FINANCIAL STATEMENTS

                             (AMOUNTS IN THOUSANDS)
                PERIOD FROM JANUARY 1, 1999 TO DECEMBER 21, 1999
               AND FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS

    The accompanying financial statements represent the combined financial
statements of M&P Utilities, Inc. and Muller & Pribyl Utilities, Inc.
(collectively, the Company). The Company is located in Hamel, Minnesota, and it
provides network infrastructure installation services to telecommunications,
Internet, cable TV providers and, to a lesser extent, energy companies. These
services are provided in various states in the upper midwest. Services are
performed primarily under fixed-price per unit produced contracts.

    The financial statements of M&P Utilities, Inc. and Muller & Pribyl, Inc.
have been presented on a combined basis due to common stockholder control. All
significant intercompany balances and transactions have been eliminated.

2. SIGNIFICANT ACCOUNTING POLICIES

INVENTORIES

    Inventories, consisting of raw materials and supplies, are stated at the
lower of cost, determined using the first in, first out method, or market.

FIXED ASSETS

    Fixed assets are stated at cost, less accumulated depreciation. Equipment
recorded under capital leases is stated at the present value of the minimum
lease payments at the inception of the lease. Depreciation is calculated using
the straight-line method over the estimated service life of seven years, except
for building improvements and equipment under capital leases, which are
amortized over the shorter of the lease term or related asset life. Amortization
of assets recorded under capital leases is included in depreciation expense.

    Maintenance, repairs, and renewals, which neither materially add to the
value of the property nor appreciably prolong its life, are charged to expense
as incurred. Gains or losses on disposition of property equipment are included
in income.

REVENUE AND COST RECOGNITION

    The Company recognizes revenue based on the percentage-of-completion units
produced accounting method. Accordingly, revenue from services provided to
customers is reported as earned as measured by the completion of units produced
under the contract. Billings are prepared according to specific terms of
individual contracts. Contracts generally provide for periodic payments as work
is completed with final amounts due upon completion and acceptance of the
project by the customer. Unbilled revenues represent amounts earned and
recognized in the period for which billings are issued in the following period.

    Contract costs include all direct material and labor costs and those
indirect costs related to contract performance, such as indirect labor,
supplies, tools, repairs, and depreciation costs. General and administrative
costs are charged to expenses as incurred. Provisions for estimated losses on
uncompleted contracts are made in the period in which such losses are
determined.

                                     F-2-6

                           M & P UTILITIES, INC. AND
                        MULLER & PRIBYL UTILITIES, INC.

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
SIGNIFICANT CUSTOMERS

    One customer accounted for approximately 12% of the Company's accounts
receivable balance at December 31, 1998 and three customers individually
accounted for greater than 10% of the Company's accounts receivable,
representing 32%, 21% and 12% of accounts receivable at December 21, 1999. For
the year ended December 31, 1997, three customers individually accounted for
greater than 10% of the Company's revenues, representing 19%, 11% and 10% of the
Company's revenues. For the years ended December 31, 1998 and 1997, one customer
accounted for approximately 18% and 21% of the Company's revenues, respectively.

INCOME TAXES

    For income tax purposes, the Company has elected to be treated as an
S Corporation under the applicable sections of the Internal Revenue Code and
various state laws as allowed. Accordingly, there are no provisions for federal
and certain state income taxes and as such, income of the Company is included in
the taxable income of the stockholders. The provision for income taxes includes
state income taxes which are due regardless of the Company's elected tax status.

CASH EQUIVALENTS

    The Company considers all highly liquid investments with original maturities
of three months or less to be cash equivalents.

CONCENTRATION OF CREDIT RISK

    The Company maintains cash and cash equivalents with a financial
institution. At times, such amounts exceed the FDIC insured limits. The Company
limits the amount of credit exposure with one financial institution, and
management believes that no significant concentration of credit risk exists with
respect to cash investments.

USE OF ESTIMATES

    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates. The
combined financial statements report revised management estimates to reflect
actual information and results.

                                     F-2-7

                           M & P UTILITIES, INC. AND
                        MULLER & PRIBYL UTILITIES, INC.

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

3. FIXED ASSETS

    Fixed assets at cost consists of:



                                                       DECEMBER 31   DECEMBER 21
                                                          1998          1999
                                                       -----------   -----------
                                                               
Machinery and equipment..............................    $ 8,813       $10,604
Transportation equipment.............................      3,483         3,548
Office equipment.....................................        166           210
Tools................................................        337           368
Building improvements................................          8             9
                                                         -------       -------
                                                          12,807        14,739
Less: Accumulated depreciation.......................      6,479         8,023
                                                         -------       -------
                                                         $ 6,328       $ 6,716
                                                         =======       =======


4. INDEBTEDNESS

    The Company has two revolving credit agreements which allow for borrowings
in aggregate of the lesser of $4,500 or 80% of eligible accounts receivable and
inventory. The amount available at December 21, 1999, was limited to
approximately $4,500. Borrowings under the credit agreements bear interest at
the lender's prime rate, which was 8.5% at December 21, 1999, plus .5%. The
credit agreements will expire and any outstanding borrowings will mature on
March 31, 2000. No amounts were outstanding at December 21, 1999. Borrowings
under the credit agreements are secured by the Company's assets and are also
guaranteed by the Company's stockholders. The Company is also subject to certain
financial covenants including minimum net worth amounts, cash flow coverage, and
debt to worth ratios.

    The note payable in the amount of $98,977 at December 21, 1999, is due
July 21, 2000 and is secured by equipment.

5. LEASES AND RELATED PARTY TRANSACTIONS

CAPITAL LEASES

    The Company leases vehicles through capital leases. Vehicles recorded under
capital leases included within net fixed assets was $584 at December 21, 1999.

                                     F-2-8

                           M & P UTILITIES, INC. AND
                        MULLER & PRIBYL UTILITIES, INC.

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

5. LEASES AND RELATED PARTY TRANSACTIONS (CONTINUED)

    Future minimum lease payments under capital leases at December 21, 1999,
together with the present value of the minimum lease payments are as follows:

                                                           
2000........................................................  $ 168
2001........................................................    168
2002........................................................    163
2003........................................................    126
2004........................................................     31
2005 and thereafter.........................................     --
                                                              -----
Total minimum payments......................................    656
Less: Amounts representing interest.........................    (72)
                                                              -----
Present value of minimum payments...........................    584
Less: Current portion                                          (121)
                                                              -----
Total long-term portion                                       $ 463
                                                              =====



OPERATING LEASES

    The Company's office and shop facility is owned by its stockholders who were
paid $4 per month for its use during 1997, 1998, and 1999. In addition, the
Company pays for real estate taxes, insurance, and costs.

6. LEGAL PROCEEDINGS


    The Company is subject to various claims, including workers' compensation
and property damage claims, arising in the ordinary course of business, and is
party to various legal proceedings which are routine, and incidental to the
Company's business. In the opinion of management, all such matters are either
adequately covered by insurance, or are not expected to have a material adverse
effect on the Company's results of operations or financial position.


7. DEFINED-CONTRIBUTION PLAN

    The Company maintains a defined-contribution 401(k) plan covering
substantially all of its nonunion employees. The plan provides for a
discretionary employer profit-sharing contribution. The Company contributed $20,
$41, and $52 to the plan for the years ending December 31, 1997 and 1998, and
December 21, 1999, respectively.


8. PRO FORMA INCOME TAXES (UNAUDITED)



    The pro forma provision for income tax reflects the income tax expense that
would have been reported if M&P had been a Corporation.


                                     F-2-9

                           M & P UTILITIES, INC. AND
                        MULLER & PRIBYL UTILITIES, INC.

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)


9. SUBSEQUENT EVENT


    On December 21, 1999, the Company was acquired by Linc.net Inc. The Company
expensed approximately $4,485 in costs directly associated with the transaction,
of which approximately $2,200 related to employee bonuses that were contingent
upon closing.

                                     F-2-10

                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors

Capital Land Services, Inc.

    We have audited the accompanying balance sheets of Capital Land Services,
Inc. as of December 31, 1998 and October 19, 1999, and the related statements of
operations and retained earnings and cash flows for the years ended December 31,
1997 and 1998 and for the period from January 1, 1999 to October 19, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Capital Land Services, Inc.
at December 31, 1998 and October 19, 1999, and the results of its operations and
its cash flows for the year ended December 31, 1997 and 1998 and for the period
from January 1, 1999 to October 19, 1999, in conformity with accounting
principles generally accepted in the United States.

                                                               ERNST & YOUNG LLP

Chicago, Illinois

August 25, 2000

                                     F-3-1

                          CAPITAL LAND SERVICES, INC.

                                 BALANCE SHEETS

            (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)



                                                              DECEMBER 31,    OCTOBER 19,
                                                                  1998            1999
                                                              -------------   ------------
                                                                        
ASSETS
Current assets:
  Cash and cash equivalents.................................     $  520          $  151
  Accounts receivable, less allowance of $191 and $241......      1,711           1,625
  Cost and estimated earnings in excess of billings on
    uncompleted contracts...................................        621           1,197
  Prepaid and other current assets..........................         51              48
                                                                 ------          ------
Total current assets........................................      2,903           3,021

Fixed assets, net...........................................        165             114
Other noncurrent assets.....................................          4              12
                                                                 ------          ------
                                                                 $3,072          $3,147
                                                                 ======          ======
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
  Accounts payable..........................................     $  142          $   14
  Accrued expenses..........................................        461           2,604
  Deferred income taxes.....................................         13               3
                                                                 ------          ------
Total current liabilities...................................        616           2,621

Stockholder's equity:
  Common stock, $1 par value, 25,000 shares authorized; 500
    shares issued and outstanding...........................         --              --
  Additional paid-in capital................................          4               4
  Retained earnings.........................................      2,452             522
                                                                 ------          ------
Total stockholder's equity..................................      2,456             526
                                                                 ------          ------
                                                                 $3,072          $3,147
                                                                 ======          ======


                See accompanying notes to financial statements.

                                     F-3-2

                          CAPITAL LAND SERVICES, INC.

                 STATEMENTS OF OPERATIONS AND RETAINED EARNINGS

                             (AMOUNTS IN THOUSANDS)



                                                                                      PERIOD
                                                                                       FROM
                                                                                    JANUARY 1,
                                                                  YEARS ENDED         1999 TO
                                                                 DECEMBER 31,       OCTOBER 19,
                                                              -------------------   -----------
                                                                1997       1998        1999
                                                              --------   --------   -----------
                                                                           
Net revenues................................................  $ 13,637   $ 9,354      $ 7,137
Costs of sales..............................................     9,114     6,557        5,390
                                                              --------   -------      -------
Gross profit................................................     4,523     2,797        1,747

General and administrative..................................     2,366     1,291          954
                                                              --------   -------      -------
Operating income............................................     2,157     1,506          793

Other income (expense):
  Interest income...........................................        34        25           --
  Interest expense..........................................        (5)       (2)          --
  Transaction costs related to sale of company..............        --        --       (2,259)
  Other (expense) income....................................       (15)       --           17
                                                              --------   -------      -------
                                                                    14        23       (2,242)
                                                              --------   -------      -------
Income (loss) before income taxes...........................     2,171     1,529       (1,449)
Income taxes................................................       118        68           16
                                                              --------   -------      -------
Net income (loss)...........................................     2,053     1,461       (1,465)
Retained earnings, beginning of year........................     3,477     2,523        2,452
Distributions to stockholder................................    (3,007)   (1,532)        (465)
                                                              --------   -------      -------
Retained earnings, end of year..............................  $  2,523   $ 2,452      $   522
                                                              ========   =======      =======


                See accompanying notes to financial statements.

                                     F-3-3

                          CAPITAL LAND SERVICES, INC.

                            STATEMENTS OF CASH FLOWS

                             (AMOUNTS IN THOUSANDS)



                                                                                      PERIOD
                                                                                       FROM
                                                                  YEARS ENDED       JANUARY 1,
                                                                 DECEMBER 31,         1999 TO
                                                              -------------------   OCTOBER 19,
                                                                1997       1998        1999
                                                              --------   --------   -----------
                                                                           
OPERATING ACTIVITIES
Net income (loss)...........................................  $ 2,053    $ 1,461      $(1,466)
Adjustments to reconcile net income (loss) to net cash
  provided by operating activities:
    Depreciation and amortization...........................       83         84           73
    Provision for bad debts.................................       74        117           50
    Deferred income taxes...................................       --         (5)          (9)
    Changes in operating assets and liabilities:
      Accounts receivable...................................    1,056       (359)          35
      Costs and estimated earnings in excess of billings on
        uncompleted contracts...............................     (450)       433         (576)
      Prepaids and other assets.............................      177         --           (5)
      Accounts payable......................................     (112)        87         (128)
      Accrued liabilities...................................      (58)       252        2,143
                                                              -------    -------      -------
Net cash providing by operating activities..................    2,823      2,070          117

INVESTING ACTIVITIES
Purchases of equipment......................................     (131)       (22)         (21)
Proceeds received from related party note receivable........                 150           --
                                                              -------    -------      -------
Net cash (used in) provided by investing activities.........     (131)       128          (21)

FINANCING ACTIVITIES
Payment of amounts due to stockholder.......................     (320)      (240)          --
Distributions to stockholder................................   (3,007)    (1,532)        (465)
                                                              -------    -------      -------
Net cash used in financing activities.......................   (3,327)    (1,772)        (465)
                                                              -------    -------      -------
Net (decrease) increase in cash and cash equivalents........     (635)       426         (369)
Cash and cash equivalents, beginning of year................      729         94          520
                                                              -------    -------      -------
Cash and cash equivalents, end of period....................  $    94    $   520      $   151
                                                              =======    =======      =======
SUPPLEMENTAL DISCLOSURES
Cash paid for:
  Interest..................................................  $     5    $     2      $    --
  Income taxes..............................................       16        102           66


                See accompanying notes to financial statements.

                                     F-3-4

                          CAPITAL LAND SERVICES, INC.

                         NOTES TO FINANCIAL STATEMENTS

                   YEARS ENDED DECEMBER 31, 1997 AND 1998 AND
                PERIOD FROM JANUARY 1, 1999 TO OCTOBER 19, 1999

                             (AMOUNTS IN THOUSANDS)

1.  DESCRIPTION OF BUSINESS

    Capital Land Services, Inc. (the Company) provides project management and
related services to the telecommunications industry throughout the United
States.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REVENUE RECOGNITION

    For time and material based contracts, the Company recognizes revenue when
services are performed. For other contracts, the Company recognizes revenue
using the percentage-of-completion method, measured by the ratio of costs
incurred to date to total estimated cost as applied to estimated total revenue.

    Contract costs include all direct material and labor costs and those
indirect costs related to contract performance, such as indirect labor,
supplies, tools, repairs, and depreciation. Selling, general, and administrative
costs are charged to expense as incurred. Provisions for estimated total losses
on uncompleted contracts, if any, are made in the period in which such losses
become probable. Changes in job performance, job conditions, and estimated
profitability, including those arising from contract penalty provisions, and
final contract settlements may result in revisions to costs and income and are
recognized in the period in which such revisions are determined.

FIXED ASSETS

    Fixed assets, consisting primarily of computer and office equipment, are
stated at cost and depreciated using the straight-line method based upon
estimated useful lives which range from three to seven years.

ADVERTISING

    The Company expenses the cost of advertising as incurred. The Company
incurred advertising costs of approximately $9, $28 and $27 for the years ended
December 31, 1997 and 1998 and for the period from January 1, 1999 to
October 19, 1999, respectively.

INCOME TAXES

    For income tax purposes, the Company has elected to be treated as an
S Corporation under the applicable sections of the Internal Revenue Code and
various state laws as allowed. Accordingly, there are no provisions for federal
and certain state income taxes and, as such, income of the Company is included
in the taxable income of the stockholder. The provision for income taxes
includes state income taxes which are due regardless of the Company's elected
tax status. Differences between accounting rules and state tax laws cause
differences between the basis of certain assets and liabilities for financial
reporting and tax purposes. The tax effect of these differences is recorded as
deferred income tax assets and liabilities.

USE OF ESTIMATES

    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts in the financial statements and
accompanying notes. Actual results could differ from those estimates.

                                     F-3-5

                          CAPITAL LAND SERVICES, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                   YEARS ENDED DECEMBER 31, 1997 AND 1998 AND
                PERIOD FROM JANUARY 1, 1999 TO OCTOBER 19, 1999

                             (AMOUNTS IN THOUSANDS)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CONCENTRATION OF CREDIT RISK

    The Company performs ongoing credit evaluations of its customers' financial
condition. The Company believes its credit granting and collection procedures
are sufficient to eliminate the risk of significant bad debt losses.

    The Company maintains cash and cash equivalents with a financial
institution. Cash equivalents include investments in financial instruments with
high credit ratings including securities backed by the United States government.
At times, such amounts exceed the FDIC limits. The Company limits the amount of
credit exposure with these financial institutions and believes that no
significant concentration of credit risk exists with respect to cash
investments.

    At December 31, 1997, two customers accounted for 55% and 36% of accounts
receivable and for the year ended December 31, 1997, three customers accounted
for 63%, 10% and 10% of revenues. At December 31, 1998, two customers accounted
for 48% and 43% of accounts receivable and for the year ended December 31, 1998,
three customers accounted for 54%, 18% and 15% of revenues. At October 19, 1999,
two customers accounted for 53% and 27% of accounts receivable and for the
period from January 1, 1999 to October 19, 1999, three customers accounted for
40%, 31% and 16% of revenues.

CASH AND CASH EQUIVALENTS

    The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.

3.  FIXED ASSETS

    Fixed assets consist of the following:



                                                       DECEMBER 31,    OCTOBER 19,
                                                           1998            1999
                                                       -------------   ------------
                                                                 
Computers and software...............................      $ 250          $ 263
Office furniture and fixtures........................         58             58
Equipment............................................         84             92
                                                           -----          -----
                                                             392            413
Less: Accumulated depreciation.......................       (227)          (299)
                                                           -----          -----
Fixed assets, net....................................      $ 165          $ 114
                                                           =====          =====


                                     F-3-6

                          CAPITAL LAND SERVICES, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                             (AMOUNTS IN THOUSANDS)

4. ACCRUED EXPENSES

    Accrued expenses consist of the following:



                                                       DECEMBER 31,    OCTOBER 19,
                                                           1998            1999
                                                       -------------   ------------
                                                                 
Salaries, wages, and employee benefits...............      $379           $2,584
State income taxes and franchise taxes...............        73                7
Other................................................         9               13
                                                           ----           ------
                                                           $461           $2,604
                                                           ====           ======


5. NOTE PAYABLE TO STOCKHOLDER

    In December 1997, the Company borrowed $240 from the sole stockholder and
president of the Company. The note bore interest at 7% per annum and was repaid
with interest of $2 in 1998.

6. COMMITMENTS

    The Company leases office space and office equipment under noncancelable
operating leases which expire in the year 2000. The future aggregate minimum
rental payments under these operating leases are as follows:

                                                           
Remainder of 1999...........................................    $ 27
2000........................................................      77
2001........................................................      16
2002........................................................      14
                                                                ----
                                                                $134
                                                                ====



    Rent expense was $112, $94 and $87 for the years ended December 31, 1997 and
1998 and for the period from January 1, 1999 to October 19, 1999, respectively.

7. INCOME TAXES

    The provision for income taxes consists of the following:



                                                           DECEMBER 31,
                                                      ----------------------   OCTOBER 19,
                                                        1997          1998        1999
                                                      --------      --------   -----------
                                                                      
Current.............................................    $118          $73          $ 25
Deferred............................................      --           (5)           (9)
                                                        ----          ---          ----
                                                        $118          $68          $ 16
                                                        ====          ===          ====


    The principal items giving rise to deferred income taxes relate to the
timing differences in the recognition of income and expenses for income tax and
financial reporting purposes resulting from the Company's policy of reporting on
the cash basis for income tax purposes and the accrual basis for financial
reporting purposes.

                                     F-3-7

                          CAPITAL LAND SERVICES, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                             (AMOUNTS IN THOUSANDS)

8. RELATED PARTY TRANSACTIONS

    The Company leases office space from its sole stockholder and president and
recorded rent expense of $21 for this space for both the years ended
December 31, 1997 and 1998 and the period from January 1, 1999 to October 19,
1999.

    At December 31, 1998, the Company had a 25% ownership interest in Elkins
Telecommunications (Elkins), which had no carrying value for financial reporting
purposes. The Company's ownership interest in Elkins was subsequently sold for
nominal consideration in January 1999.

    During 1998, the Company engaged Elkins to provide contract labor and at
December 31, 1998, had an amount payable to Elkins of approximately $85, net of
approximately $42 due from Elkins for services provided to Elkins. During 1999,
the Company was no longer engaged with Elkins for contract labor, and as such,
there were no amounts due to or from Elkins at October 19, 1999.

9. DEFINED-CONTRIBUTION PLAN

    The Company maintains a defined-contribution 401(k) plan covering
substantially all employees. The Plan provides for a discretionary employer
profit-sharing contribution. The Company did not make any contributions for the
years ended December 31, 1997 and 1998 or for the period from January 1, 1999 to
October 19, 1999.

10. SUBSEQUENT EVENT

    On October 19, 1999, the Company's stockholder and Linc.net Inc. entered
into a stock purchase agreement whereby Linc.net Inc. acquired all of the
outstanding capital stock of the Company at an aggregate purchase price of
approximately $15.7 million. The Company expensed approximately $2.3 million in
costs directly associated with the transaction, of which approximately
$2.2 million related to employee bonuses that were contingent upon closing.

                                     F-3-8

                         REPORT OF INDEPENDENT AUDITORS

Partners

  C & B Associates, Ltd. and C & B Associates II, Ltd.

    We have audited the accompanying combined balance sheet of C & B
Associates, Ltd. and C & B Associates II, Ltd. (the Company) as of December 21,
1999, and the related combined statement of income, partnerships' equity, and
cash flows for the period from January 1, 1999 to December 21, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

    We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
our audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

    In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of the Company
at December 21, 1999, and the combined results of its operations and its cash
flows for the period from January 1, 1999 to December 21, 1999, in conformity
with accounting principles generally accepted in the United States.

                                                               ERNST & YOUNG LLP

Chicago, Illinois
July 25, 2000

                                     F-4-1

                           C & B ASSOCIATES, LTD. AND
                           C & B ASSOCIATES II, LTD.

                             COMBINED BALANCE SHEET

                               DECEMBER 21, 1999

                             (AMOUNTS IN THOUSANDS)

                                                           
ASSETS
Current assets:
  Cash and cash equivalents.................................  $ 2,064
  Accounts receivable, including retainage of $1,843........    6,665
  Costs and estimated earnings in excess of billings on
    uncompleted contracts...................................      157
  Inventory.................................................      230
  Prepaid expenses and other current assets.................      496
                                                              -------
Total current assets........................................    9,612

Fixed assets, net...........................................    3,490
                                                              -------
Total assets................................................  $13,102
                                                              =======
LIABILITIES AND PARTNERSHIPS' EQUITY
Current liabilities:
  Accounts payable..........................................  $ 2,602
  Accrued expenses..........................................      217
  Billing in excess of cost and estimated earnings on
    uncompleted contracts...................................      156
  Current portion of notes payable..........................    1,490
                                                              -------
Total current liabilities...................................    4,465
Notes payable, less current portion.........................    1,324

Partnerships' equity:
  Partner contributions.....................................      331
  Retained earnings.........................................    6,987
  Accumulated other comprehensive income....................       (5)
                                                              -------
Total partnerships' equity..................................    7,313
                                                              -------
Total liabilities and partnerships' equity..................  $13,102
                                                              =======



                            See accompanying notes.

                                     F-4-2

                           C & B ASSOCIATES, LTD. AND

                           C & B ASSOCIATES II, LTD.

                          COMBINED STATEMENT OF INCOME

                PERIOD FROM JANUARY 1, 1999 TO DECEMBER 21, 1999

                             (AMOUNTS IN THOUSANDS)

                                                           
Net revenue.................................................  $31,964
Costs of sales..............................................   23,409
                                                              -------
Gross profit................................................    8,555
General and administrative expenses.........................    3,180
                                                              -------
Income from operations......................................    5,375
Other income and (expense):
  Interest income...........................................       85
  Interest expense..........................................     (241)
  Transaction costs related to sale of company..............     (956)
  Other income..............................................      110
                                                              -------
Total other expense, net....................................   (1,002)
                                                              -------
Income before state income taxes............................    4,373
State income taxes..........................................      145
                                                              -------
Net income..................................................  $ 4,228
                                                              =======



                            See accompanying notes.

                                     F-4-3

                           C & B ASSOCIATES, LTD. AND

                           C & B ASSOCIATES II, LTD.

                   COMBINED STATEMENT OF PARTNERSHIPS' EQUITY

                               DECEMBER 21, 1999

                             (AMOUNTS IN THOUSANDS)



                                                                               ACCUMULATED
                                                                                  OTHER
                                                        PAID-IN    RETAINED   COMPREHENSIVE
                                                        CAPITAL    EARNINGS      INCOME        TOTAL
                                                        --------   --------   -------------   --------
                                                                                  
Balance at December 31, 1998..........................    $331     $ 6,323         $(3)       $ 6,651
Net income............................................      --       4,228          --          4,228
Net unrealized loss on securities.....................      --          --          (2)            (2)
                                                                                              -------
Comprehensive Income..................................                                          4,226
Distributions to partners.............................      --      (3,564)         --         (3,564)
                                                          ----     -------         ---        -------
Balance at December 21, 1999..........................    $331     $ 6,987         $(5)       $ 7,313
                                                          ====     =======         ===        =======


                            See accompanying notes.

                                     F-4-4

                           C & B ASSOCIATES, LTD. AND

                           C & B ASSOCIATES II, LTD.

                        COMBINED STATEMENT OF CASH FLOWS

                PERIOD FROM JANUARY 1, 1999 TO DECEMBER 21, 1999

                             (AMOUNTS IN THOUSANDS)

                                                           
CASH FLOWS FROM OPERATING ACTIVITIES
Net income..................................................  $ 4,228
Adjustments to reconcile net income to net cash provided by
  operating activities:
  Depreciation..............................................    1,170
  Provision for doubtful accounts...........................       69
  Changes in operating assets and liabilities:
    (Increase) decrease in operating assets:
      Accounts receivable...................................      200
      Costs and estimated earnings in excess of billings
       uncompleted contracts................................      119
      Inventory.............................................      673
      Prepaid expenses and other current assets.............     (300)
    Increase (decrease) in operating liabilities:
      Accounts payable......................................       69
      Accrued expenses......................................     (117)
      Billings in excess of cost and estimated earnings on
       uncompleted contracts................................     (932)
                                                              -------
Net cash provided by operating activities...................    5,179

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets....................................   (2,154)
Proceeds from sale of marketable securities.................      504
                                                              -------
Cash used in investing activities...........................   (1,650)

CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on debt..................................   (1,917)
Proceeds from issuance debt.................................    1,149
Distributions to partners...................................   (1,976)
                                                              -------
Net cash used in financing activities.......................   (2,744)
                                                              -------
Increase in cash and cash equivalents.......................      785
Cash and cash equivalents at beginning of year..............    1,279
                                                              -------
Cash and cash equivalents at end of year....................  $ 2,064
                                                              =======
NON-CASH ACTIVITY
Distribution to partners....................................  $ 1,588

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
  Cash paid during the year for:
    Interest................................................  $   256
    Income taxes............................................       49



                            See accompanying notes.

                                     F-4-5

                           C & B ASSOCIATES, LTD. AND

                           C & B ASSOCIATES II, LTD.

                     NOTES TO COMBINED FINANCIAL STATEMENTS

                PERIOD FROM JANUARY 1, 1999 TO DECEMBER 21, 1999

                             (AMOUNTS IN THOUSANDS)

1.  BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS

    The accompanying financial statements represent the combined financial
statements of C & B Associates, Ltd. and C & B Associates, II Ltd.
(collectively, the Company). C & B Associates, Ltd. was previously called C & B
Associates, Inc. The Company is located in Mineral Wells, Texas, and it provides
network installation services primarily to the telecommunications industry.

    The financial statements of C&B Associates, Ltd. and C&B Associates, Inc.
have been presented on a combined basis due to common stockholder control. All
significant intercompany balances and transactions have been eliminated.

2.  SIGNIFICANT ACCOUNTING POLICIES

INVENTORIES

    Inventories are stated at the lower of cost, determined using the first in,
first out method, or market.

FIXED ASSETS

    Fixed assets are stated at cost, less accumulated depreciation. Depreciation
is calculated using the straight-line method over the estimated useful life of
the assets. The useful lives of fixed assets are as follows: seven years for
machinery and equipment, five years for computer equipment, and the shorter of
the lease term or related asset life for building improvements.

REVENUE AND COST RECOGNITION

    Revenues from fixed-price construction contracts are recognized using the
percentage-of-completion method of accounting with percentage of completion,
measured by the percentage of costs incurred to date to estimated total costs,
applied to estimated total revenue.

    Contract costs include all direct material and labor costs and the indirect
costs related to contract performance, such as indirect labor, supplies, tools,
repair, and depreciation costs. General and administrative costs are charged to
expense as incurred. Provisions for total estimated losses on uncompleted
contracts are made in the period in which it becomes probable that a loss will
be incurred on the contract. Changes in job performance, job conditions, and
estimated profitability, including those arising from contract penalty
provisions, and final contract settlements may result in revisions to costs and
revenues and are recognized in the period in which the revisions are determined.

SIGNIFICANT CUSTOMERS

    Four customers accounted for approximately 52%, 22%, 16%, and 5% of the
Company's accounts receivable balance at December 21, 1999. For the period ended
December 21, 1999, five customers accounted for approximately 24%, 24%, 20%,
14%, and 11% of the Company's revenues.

                                     F-4-6

                           C & B ASSOCIATES, LTD. AND

                           C & B ASSOCIATES II, LTD.

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                PERIOD FROM JANUARY 1, 1999 TO DECEMBER 21, 1999

                             (AMOUNTS IN THOUSANDS)

2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES

    Concurrent with C&B Associates, Ltd. name change, the Company changed its
tax status from an S-corporation to a partnership. Accordingly, there are no
provisions for federal and certain state income taxes and as such, income of the
Company is included in the taxable income of the partners. The provision for
income taxes includes state income taxes which are due regardless of the
Company's elected tax status.

CASH EQUIVALENTS

    The Company considers all highly liquid investments with original maturities
of three months or less to be cash equivalents.

CONCENTRATION OF CREDIT RISK

    The Company maintains cash and cash equivalents with a financial
institution. At times, such amounts exceed the FDIC insured limits. The Company
limits the amount of credit exposure with one financial institution, and
management believes that no significant concentration of credit risk exists with
respect to cash investments.

USE OF ESTIMATES

    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates. The
combined financial statements report revised management estimates to reflect
actual information and results.

3.  FIXED ASSETS

    Fixed assets consist of the following as of December 21, 1999:

                                                           
Building....................................................  $     7
Machinery and equipment.....................................    9,099
Building improvements.......................................       54
                                                              -------
                                                                9,160
Less: Accumulated depreciation..............................   (5,670)
                                                              -------
                                                              $ 3,490
                                                              =======



                                     F-4-7

                           C & B ASSOCIATES, LTD. AND

                           C & B ASSOCIATES II, LTD.

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                PERIOD FROM JANUARY 1, 1999 TO DECEMBER 21, 1999

                             (AMOUNTS IN THOUSANDS)

4.  COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

                                                           
Cost incurred on uncompleted contracts......................  $13,258
Estimated earnings..........................................    3,725
                                                              -------
                                                               16,983
Less: billings to date......................................   16,982
                                                              -------
                                                              $     1
                                                              =======



    The foregoing balance is included in the accompanying balance sheet under
the following captions:

                                                           
Costs and estimated earnings in excess of billings on
  uncompleted contracts.....................................  $ 157
Billings in excess of costs and estimated earnings on
  uncompleted contracts.....................................   (156)
                                                              -----
                                                              $   1
                                                              =====



5.  DEBT

    The Company's debt consists of the following at December 21, 1999:

                                                           
Note due June 30, 2000, bearing interest at 8.5%, payable in
  monthly installments of $20, plus interest. Original note
  was $250 increased at various times for subsequent
  equipment purchases.......................................  $   117
Term note due August 31, 2001, bearing interest at 8.5%,
  payable in monthly installments of $42, plus interest.....      890
Note due October 30, 2002, bearing interest at 8.5%, payable
  in monthly installments of $1, plus interest..............       36
Term note due march 25, 2003, bearing interest at 8.5%,
  payable in monthly installments of $1, plus interest......       43
Term note due June 3, 2004, bearing interest at 8.5%,
  payable in monthly installments of $1, plus interest......       53
Term note due June 30, 2003, bearing interest at 8.5%,
  payable in monthly installments of $29, plus interest. The
  note has a revolving feature which allows the borrower to
  borrow up to $1,427. The unused credit available at
  December 21, 1999 was $178................................    1,249
Term note due June 30, 2004, bearing interest at 8.5%,
  payable in monthly installments of $31, plus interest. The
  note has a revolving feature which allows the borrower to
  borrow up to $1,500. The unused credit available at
  December 21, 1999 was $1,074..............................      426
                                                              -------
                                                                2,814
Less: current maturities....................................   (1,490)
                                                              -------
                                                              $ 1,324
                                                              =======



                                     F-4-8

                           C & B ASSOCIATES, LTD. AND

                           C & B ASSOCIATES II, LTD.

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                PERIOD FROM JANUARY 1, 1999 TO DECEMBER 21, 1999

                             (AMOUNTS IN THOUSANDS)

5.  DEBT (CONTINUED)
    All of the notes payable are secured by the equipment of the Company and are
covered by a loan agreement dated August 29, 1997, as amended. The loans are
guaranteed by the principal partners, with the loan agreement providing for
maintaining certain levels of working capital, current ratios, tangible net
worth, liabilities to tangible net worth ratios, cash flow coverage ratios, cash
flow coverage and liquidity levels. In addition, the loan agreement restricts:
capital expenditures, dividends and distributions to partners in excess of $250
or an amount sufficient for the partners to pay income taxes on their share of
profits and substantial management personnel changes.

    Aggregate maturities of debt at December 21, 1999 are as follows:

                                                           
Year ended December 31:
2000........................................................   1,490
2001........................................................     733
2002........................................................     392
2003........................................................     193
Thereafter..................................................       6
                                                              ------
                                                              $2,814
                                                              ======



    Interest expense for the period from January 1, 1999 to December 21, 1999
was $241.

6.  OPERATING LEASES

    The Company leases equipment under operating leases that expire through
2001. Future minimum lease payments required under these leases are $473 and $8
for 2000 and 2001, respectively. Rent expense for the period from January 1,
1999 to December 21, 1999 was $751.

7.  LEGAL PROCEEDINGS

    The Company is subject to various claims, including workers' compensation
and property damage claims, arising in the ordinary course of business, and is
party to various legal proceedings which are routine, and incidental to the
Company's business. In the opinion of management, all such matters are either
adequately covered by insurance, reserved for, or are not expected to have a
material adverse effect on the Company.

8.  DEFINED-CONTRIBUTION PLAN

    The Company maintains a defined-contribution 401(k) plan covering
substantially all of its nonunion employees. The plan provides for a
discretionary employer profit-sharing contribution. The Company contributed $96
to the plan for the period from January 1, 1999 to December 21, 1999.

                                     F-4-9

                           C & B ASSOCIATES, LTD. AND

                           C & B ASSOCIATES II, LTD.

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                PERIOD FROM JANUARY 1, 1999 TO DECEMBER 21, 1999

                             (AMOUNTS IN THOUSANDS)

9.  INCOME TAXES

    The provision for income taxes differs from the amount of income tax
determined by applying the applicable U.S. statutory federal income tax rate to
pretax income for the period from January 1, 1999 to December 21, 1999,
primarily as a result of the Company being taxed as a partnership which results
in the flow-through of the Company's pretax profits to the partners' personal
tax returns for federal tax purposes.

10.  SUBSEQUENT EVENT

    On December 21, 1999, the Company's partners and Linc.net Inc. entered into
a stock purchase agreement whereby Linc.net Inc. acquired all of the outstanding
units of the Company at an aggregate purchase price of approximately
$36.2 million, net of cash acquired. The Company expensed approximately $956 in
legal, accounting and contingent closing bonuses directly associated with the
transaction for the period from January 1, 1999 to December 21, 1999.

                                     F-4-10

                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders of
  C & B Associates, Inc. and C & B Associates II, Ltd.

    We have audited the accompanying combined balance sheets of C & B
Associates, Inc. and C & B Associates II, Ltd. (the Company) as of December 31,
1997 and 1998, and the related combined statements of income, stockholders'
equity, and cash flows for the years then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
our audits to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

    In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of the Company
at December 31, 1997 and 1998, and the combined results of its operations and
its cash flows for the years then ended, in conformity with accounting
principles generally accepted in the United States.

                                     CRAWFORD, CARTER, THOMPSON & BARRON, L.L.P.


Mineral Wells, Texas


August 10, 2000

                                     F-4-11

                           C & B ASSOCIATES, INC. AND
                           C & B ASSOCIATES II, LTD.

                            COMBINED BALANCE SHEETS

                             (AMOUNT IN THOUSANDS)



                                                                  DECEMBER 31
                                                                1997       1998
                                                              --------   --------
                                                                   
ASSETS
Current assets:
  Cash and cash equivalents.................................  $ 2,604    $ 1,279
  Accounts receivable, including retainage of $1,190 and
    $1,689 at December 31, 1997 and 1998, respectively......    5,404      6,934
  Marketable securities.....................................       --        504
  Cost and estimated earnings in excess of billing on
    uncompleted contracts...................................      987        276
  Inventory.................................................       66        903
  Prepaid expenses and other current assets.................      203        196
                                                              -------    -------
Total current assets........................................    9,264     10,092
Fixed assets, net...........................................    3,118      4,121
Other non-current assets....................................       81         81
                                                              -------    -------
Total assets................................................  $12,463    $14,294
                                                              =======    =======

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable..........................................  $   902    $ 2,533
  Accrued expenses..........................................      296        206
  Billing in excess of cost and estimated earnings on
    uncompleted contracts...................................      269      1,088
  Current portion of notes payable..........................    2,194      2,570
  Other payable.............................................       95        126
                                                              -------    -------
Total current liabilities...................................    3,756      6,523
Long-term liabilities:
  Notes payable, less current portion.......................      907      1,120
Stockholders' equity
  Partner contributions.....................................      460        460
  Additional paid-in-capital................................       24         24
  Treasury stock at cost....................................     (153)      (153)
  Retained earnings.........................................    7,469      6,323
  Accumulated other comprehensive income....................       --         (3)
                                                              -------    -------
Total stockholders' equity..................................    7,800      6,651
                                                              -------    -------
Total liabilities and stockholders' equity..................  $12,463    $14,294
                                                              =======    =======


                            See accompanying notes.

                                     F-4-12

                           C & B ASSOCIATES, INC. AND
                           C & B ASSOCIATES II, LTD.

                         COMBINED STATEMENTS OF INCOME

                             (AMOUNT IN THOUSANDS)



                                                                  YEARS ENDED
                                                                 DECEMBER 31,
                                                                1997       1998
                                                              --------   --------
                                                                   
Revenue.....................................................  $16,301    $22,292
Cost of sales...............................................   11,700     15,707
                                                              -------    -------
Gross profit................................................    4,601      6,585
General and administrative expenses.........................    2,090      4,238
                                                              -------    -------
Income from operations......................................    2,511      2,347

Other income and (expense):
  Interest income...........................................        9         63
  Interest expense..........................................     (303)      (334)
  Other income..............................................       76        (68)
                                                              -------    -------
Total other income, net.....................................     (218)      (339)
                                                              -------    -------
Income before state income taxes............................    2,293      2,008
Provision for state income taxes............................      181         82
                                                              -------    -------
Net income..................................................  $ 2,112    $ 1,926
                                                              =======    =======


                            See accompanying notes.

                                     F-4-13

                           C & B ASSOCIATES, INC. AND
                           C & B ASSOCIATES II, LTD.

                  COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY

                             (AMOUNT IN THOUSANDS)



                                  COMMON                                            ACCUMULATED
                                  STOCK/     ADDITIONAL               RETAINED/        OTHER
                                 PARTNER      PAID-IN     TREASURY   ACCUMULATED   COMPREHENSIVE
                                INVESTMENT    CAPITAL      STOCK      EARNINGS        INCOME        TOTAL
                                ----------   ----------   --------   -----------   -------------   --------
                                                                                 
Balance at December 31,
  1996........................     $ 10          $24       $(153)      $ 8,236          $ 39       $ 8,156
Net income....................       --           --          --         2,112            --         2,112
Net unrealized loss on
  securities..................       --           --          --            --           (39)          (39)
Contribution from partners....      450           --          --            --            --           450
Distributions to
  stockholders................       --           --          --        (2,879)           --        (2,879)
                                   ----          ---       -----       -------          ----       -------
Balance at December 31,
  1997........................      460           24        (153)        7,469            --         7,800
Net income....................       --           --          --         1,926            --         1,926
Net unrealized loss on
  securities..................       --           --          --            --            (3)           (3)
Distributions to
  stockholders................       --           --          --        (3,072)           --        (3,072)
                                   ----          ---       -----       -------          ----       -------
Balance at December 31,
  1998........................     $460          $24       $(153)      $ 6,323          $ (3)      $ 6,651
                                   ====          ===       =====       =======          ====       =======


                            See accompanying notes.

                                     F-4-14

                           C & B ASSOCIATES, INC. AND

                           C & B ASSOCIATES II, LTD.

                       COMBINED STATEMENTS OF CASH FLOWS

                             (AMOUNT IN THOUSANDS)



                                                                  YEAR ENDED
                                                                 DECEMBER 31,
                                                                1997       1998
                                                              --------   --------
                                                                   
CASH FLOWS FROM OPERATING ACTIVITIES
Net income..................................................  $ 2,112    $ 1,926
Adjustments to reconcile net income to net cash provided by
  operating activities:
  Depreciation..............................................      884        985
  Changes in operating assets and liabilities:
  Decrease (increase) in operating assets:
      Accounts receivable and unbilled revenues.............     (594)      (819)
      Inventory.............................................      277       (837)
      Prepaid expenses and other current assets.............       (2)         7
  Increase (decrease) in operating liabilities:
      Accounts payable......................................   (2,294)     1,631
      Accrued expenses......................................       58        759
                                                              -------    -------
Net cash provided by operating activities...................      441      3,652
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments.....................................    2,097       (506)
Purchase of fixed assets....................................     (713)    (1,988)
                                                              -------    -------
Cash provided by (used by) investing activities.............    1,384     (2,494)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings....................................      947      1,377
Principal payments on debt..................................     (883)      (788)
Capital contribution from stockholders......................      450
Distributions...............................................   (2,879)    (3,072)
                                                              -------    -------
Net cash used in financing activities.......................   (2,365)    (2,483)
                                                              -------    -------
Increase in cash and cash equivalents.......................     (540)    (1,325)
Cash and cash equivalents at beginning of year..............    3,144      2,604
                                                              -------    -------
Cash and cash equivalents at end of year....................  $ 2,604    $ 1,279
                                                              =======    =======
Supplemental disclosures of cash flow information:
  Cash paid during the year for:
    Interest................................................  $   291    $   349
    Income taxes............................................        8        181


                            See accompanying notes.

                                     F-4-15

                           C & B ASSOCIATES, INC. AND

                           C & B ASSOCIATES II, LTD.

                     NOTES TO COMBINED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 1997 AND 1998

                             (AMOUNTS IN THOUSANDS)

1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS


    The accompanying financial statements represent the combined financial
statements of C & B Associates, Inc. and C & B Associates II, Ltd.
(collectively, the Company). The Company is located in Mineral Wells, Texas, and
it provides network installation services primarily to the telecommunications
industry. The Company follows the cost to cost method of percentage of
completion accounting.



    The financial statements of C&B Associates, Inc. and C&B Associates II, Ltd.
have been presented on a combined basis due to common stockholder control. All
significant intercompany balances and transactions have been eliminated.


2. SIGNIFICANT ACCOUNTING POLICIES

INVENTORIES

    Inventories are stated at the lower of cost, determined using the first in,
first out method, or market.

FIXED ASSETS

    Fixed assets are stated at cost, less accumulated depreciation. Depreciation
is calculated using the straight-line method over the estimated service life of
seven years, except for building improvements, which are amortized over the
shorter of the lease term or related asset life.

    Maintenance, repairs, and renewals, which neither materially add to the
value of the property nor appreciably prolong its life, are charged to expense
as incurred. Gains or losses on disposition of property equipment are included
in income.

REVENUE AND COST RECOGNITION


    The Company recognizes revenue based on the percentage-of-completion method
of accounting with percentage of completion measured by the percentage of costs
incurred to date to estimated total costs, applied to estimated total revenue.


    Contract costs include all direct material and labor costs and those
indirect costs related to contract performance, such as indirect labor,
supplies, tools, repairs, and depreciation costs. General and administrative
costs are charged to expenses as incurred. Provisions for estimated losses on
uncompleted contracts are made in the period in which such losses are
determined.

SIGNIFICANT CUSTOMERS

    One customer accounted for approximately 93% of the Company's accounts
receivable balance at December 31, 1998. For the year ended December 31, 1998,
one customer accounted for approximately 64% of the Company's revenues. Four
customers accounted for approximately 90% of Company's accounts receivable
balance at December 31, 1997. For the year ended December 31, 1997, two
customers accounted for approximately 66% of the Company's revenues.

                                     F-4-16

                           C & B ASSOCIATES, INC. AND

                           C & B ASSOCIATES II, LTD.

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 1997 AND 1998

                             (AMOUNTS IN THOUSANDS)

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES

    For income tax purposes, the Company has elected to be treated as an
S Corporation under the applicable sections of the Internal Revenue Code and
various state laws as allowed. Accordingly, there are no provisions for federal
and certain state income taxes and as such, income of the Company is included in
the taxable income of the stockholders. The provision for income taxes includes
state income taxes which are due regardless of the Company's elected tax status.

CASH EQUIVALENTS

    The Company considers all highly liquid investments with original maturities
of three months or less to be cash equivalents.

CONCENTRATION OF CREDIT RISK

    The Company maintains cash and cash equivalents with a financial
institution. At times, such amounts exceed the FDIC insured limits. The Company
limits the amount of credit exposure with one financial institution, and
management believes that no significant concentration of credit risk exists with
respect to cash investments.

USE OF ESTIMATES

    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates. The
combined financial statements report revised management estimates to reflect
actual information and results.

3. FIXED ASSETS

    Fixed assets at cost consists of:



                                                                DECEMBER 31
                                                          -----------------------
                                                            1997           1998
                                                          --------       --------
                                                                   
Buildings and land......................................   $  221        $   221
Machinery and equipment.................................    8,082          9,322
Leasehold improvements..................................      181            901
                                                           ------        -------
                                                            8,484         10,444
Less: Accumulated depreciation..........................    5,366          6,323
                                                           ------        -------
                                                           $3,118        $ 4,121
                                                           ======        =======


                                     F-4-17

                           C & B ASSOCIATES, INC. AND

                           C & B ASSOCIATES II, LTD.

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 1997 AND 1998

                             (AMOUNTS IN THOUSANDS)

4. UNCOMPLETED CONTRACTS

    Information regarding uncompleted contracts are as follows:



                                                              DECEMBER 31
                                                          1997           1998
                                                        --------       --------
                                                                 
Total adjusted contract price.........................  $ 18,635       $ 24,206
                                                        ========       ========
Cost incurred.........................................  $ 12,548       $ 11,734
Earnings recognized...................................     3,452          3,302
                                                        --------       --------
Revenue earned........................................    16,000         15,036
Less: Billings to date................................   (15,282)       (15,848)
                                                        --------       --------
Net total.............................................  $    718       $   (812)
                                                        ========       ========


    Included in the accompanying balance sheet under the following captions:

                                                                 
Costs and estimated earnings in excess of billings on
  uncompleted contracts...............................  $    987       $    276
Billings in excess of costs and estimated earnings on
  uncompleted contracts...............................      (269)        (1,088)
                                                        --------       --------
Net totals............................................  $    718       $   (812)
                                                        ========       ========



                                     F-4-18

                           C & B ASSOCIATES, INC. AND

                           C & B ASSOCIATES II, LTD.

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 1997 AND 1998

                             (AMOUNTS IN THOUSANDS)

5. INDEBTEDNESS

    Notes payable at December 31 consists of the following:



                                                                1997       1998
                                                              --------   --------
                                                                   
Term notes due June 30, 1999, bearing interest at prime
  (floating)................................................  $   650     $1,815
Note due June 30, 2000, bearing interest at prime
  (floating), payable in monthly installments of $19,545,
  plus interest. Original note was $250,000 increased at
  various times for subsequent equipment purchases..........      587        352
Term note due August 31, 2001, bearing interest at prime
  (floating), payable in monthly installments of $42,361,
  plus interest. Original amount of note was $2,033,333
  which consists of consolidation of various equipment
  notes.....................................................    1,864      1,355
Note due October 30, 2002, bearing interest at prime
  (floating), payable in monthly installments of $1,042 plus
  interest. Original amount of note was $50,000 for purchase
  of equipment..............................................                  48
Term note to stockholder due June 30, 2000, bearing no
  interest..................................................                 120
                                                              -------     ------
                                                                3,101      3,690
Less: Current maturities included in current liabilities....   (2,194)    (2,570)
                                                              -------     ------
                                                              $   907     $1,120
                                                              =======     ======


    All of the notes are secured by all of the equipment of the Company and are
covered by a loan agreement dated August 29, 1997, as amended. The loans are
guaranteed by the principal equity holders, with the loan agreement providing
for maintaining certain levels of working capital, current ratios, tangible net
worth, liabilities to tangible net worth ratios, cash flow coverage ratios, cash
flow coverage and liquidity levels. In addition, it restricts: capital
expenditures, dividends and distributions to equity holders in excess of
$250,000 or an amount sufficient for the stockholders/partners to pay income
taxes on their share of profits and substantial management personnel changes.

    The following are maturities of notes payable for each of the next five
years.



YEAR ENDED DECEMBER 31:
                                                           
1999........................................................   $2,570
2000........................................................      758
2001........................................................      351
2002........................................................       11
2003........................................................
                                                               ------
                                                               $3,690
                                                               ======


    Interest expense for 1998 and 1997 was $334 and $303, respectively.

                                     F-4-19

                           C & B ASSOCIATES, INC. AND

                           C & B ASSOCIATES II, LTD.

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 1997 AND 1998

                             (AMOUNTS IN THOUSANDS)

6. RELATED PARTY TRANSACTIONS

    One of the Company's offices and shop facility is owned by its
stockholders/partners who were paid $1 per month for its use during 1998 and
1997. In addition, the Company pays for real estate taxes, insurance, and other
costs related to operating the facilities.

7. LEGAL PROCEEDINGS

    The Company is subject to various claims, including workers' compensation
and property damage claims, arising in the ordinary course of business, and is
party to various legal proceedings which are routine, and incidental to the
Company's business. In the opinion of management, all such matters are either
adequately covered by insurance, reserved for, or are not expected to have a
material adverse effect on the Company.

8. DEFINED-CONTRIBUTION PLAN

    The Company maintains a defined-contribution plan covering substantially all
of its nonunion employees. The plan provides for a discretionary employer
profit-sharing contribution. The Company contributed $103 and $93 to the plan
for the year ending December 31, 1998 and 1997, respectively.

9. CONTINGENCIES

    The Company provides a self-funded employee health insurance plan
administered by Diversified Group Administrators, Inc. The plan consists of a
policy with Continental Insurance Company with a stop loss of $8 per covered
individual after a nominal deductible is met. The Company is responsible for
medical claims of $8 per covered individual per calendar year. The overall loss
limitation at December 31, 1998 and 1997 was $1,140 and $862, respectively.

                                     F-4-20

                           C & B ASSOCIATES, INC. AND

                           C & B ASSOCIATES II, LTD.

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 1997 AND 1998

                             (AMOUNTS IN THOUSANDS)

10. MARKETABLE AND INVESTMENT SECURITIES

    Carrying amounts and approximate market values of marketable and investment
securities are summarized as follows:



                                                                           DECEMBER 31, 1997
                                                             ---------------------------------------------
                                                                          GROSS        GROSS
                                                                        UNREALIZED   UNREALIZED     FAIR
                                                               COST       GAINS        LOSSES      VALUE
                                                             --------   ----------   ----------   --------
                                                                                      
Securities to be held to maturity
  Municipal bond fund......................................    $ 80         $--          $(1)       $ 79
                                                               ====         ===          ===        ====




                                                                           DECEMBER 31, 1998
                                                             ---------------------------------------------
                                                                          GROSS        GROSS
                                                                        UNREALIZED   UNREALIZED     FAIR
                                                               COST       GAINS        LOSSES      VALUE
                                                             --------   ----------   ----------   --------
                                                                                      
Securities to be held to maturity
  Municipal bond fund......................................    $ 79         $--          ($1)       $ 78
                                                               ====         ===          ===        ====
Securities available for sale
  Mutual funds.............................................    $507         $--          $(3)       $504
                                                               ====         ===          ===        ====


    Investments to be held to maturity are carried as other non-current assets
and are Exempt Bond Funds, which contain municipal bonds having maturities
ranging from years 2003 through 2018.

11. OPERATING LEASES

    The Company leases equipment under monthly operating leases. The leases have
various maturities ranging from June 2000 to February 2001. At the end of the
leases, the Company has the option of purchasing the equipment or returning it.
Lease expense for 1997 and 1998 was $309 and $823, respectively.

                                     F-4-21

                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders of
North Shore Cable Contractors, Inc.

    We have audited the accompanying balance sheets of North Shore Cable
Contractors, Inc. (the Company) as of December 31, 1998 and 1999, and the
related statements of operations, stockholders' equity (deficit), and cash flows
for each of the three years in the period ended December 31, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of North Shore Cable
Contractors, Inc. at December 31, 1998 and 1999, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1999, in conformity with accounting principles generally accepted
in the United States.

                                                               ERNST & YOUNG LLP

Chicago, Illinois
July 12, 2000

                                     F-5-1

                      NORTH SHORE CABLE CONTRACTORS, INC.

                                 BALANCE SHEETS

                                 (IN THOUSANDS)



                                                                  DECEMBER 31
                                                              -------------------
                                                                1998       1999
                                                              --------   --------
                                                                   
ASSETS
Current assets:
  Cash......................................................   $  328     $  220
  Accounts receivable, including retainage of $395 and $98
    (less allowance of $50 and $144)........................      763      1,579
  Unbilled revenues.........................................      292        591
  Note receivable from affiliate............................      113        123
  Prepaid expenses and other current assets.................       65         33
  Deferred income taxes.....................................      141         19
                                                               ------     ------
Total current assets........................................    1,702      2,565
Fixed assets, net...........................................      768      1,151
Other assets................................................       14          4
                                                               ------     ------
Total assets................................................   $2,484     $3,720
                                                               ======     ======
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Line of credit............................................   $  426     $  500
  Current portion of notes payable..........................      148        242
  Notes payable to stockholders.............................      659         --
  Accounts payable..........................................      651        935
  Accrued expenses..........................................      251         97
  Income taxes..............................................       --        389
                                                               ------     ------
Total current liabilities...................................    2,135      2,163
Long-term portion of notes payable..........................      368        619
Deferred tax liabilities....................................       51         79
Stockholders' equity (deficit):
  Common stock, no par value, $1.00 stated value; 500 shares
    authorized, issued, and outstanding.....................        1          1
  (Accumulated deficit) retained earnings...................      (71)       858
                                                               ------     ------
Total stockholders' (deficit) equity........................      (70)       859
                                                               ------     ------
Total liabilities and stockholders' equity (deficit)........   $2,484     $3,720
                                                               ======     ======


               See accompanying notes to the financial statement.

                                     F-5-2

                      NORTH SHORE CABLE CONTRACTORS, INC.

                            STATEMENTS OF OPERATIONS

                                 (IN THOUSANDS)



                                                                  YEAR ENDED DECEMBER 31
                                                              ------------------------------
                                                                1997       1998       1999
                                                              --------   --------   --------
                                                                           
Net revenue.................................................   $1,861     $5,312     $9,835
Costs of sales..............................................    1,135      4,423      7,571
                                                               ------     ------     ------
Gross profit................................................      726        889      2,264
General and administrative expenses.........................      732      1,079        599
                                                               ------     ------     ------
(Loss) income from operations...............................       (6)      (190)     1,665
Other income (expense):
  Interest expense..........................................      (19)       (47)      (137)
  Other income, net.........................................       39         10         12
                                                               ------     ------     ------
Total other income (expense), net...........................       20        (37)      (125)
                                                               ------     ------     ------
Income (loss) before income taxes...........................       14       (227)     1,540
Income tax (expense) benefit................................       (3)        91       (609)
                                                               ------     ------     ------
Net income (loss)...........................................   $   11     $ (136)    $  931
                                                               ======     ======     ======


                See accompanying notes to financial statements.

                                     F-5-3

                      NORTH SHORE CABLE CONTRACTORS, INC.

                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                       (IN THOUSANDS, EXCEPT SHARE DATA)



                                                                                               TOTAL
                                                                               RETAINED    STOCKHOLDERS'
                                                                     COMMON    EARNINGS       EQUITY
                                                          SHARES     STOCK     (DEFICIT)     (DEFICIT)
                                                         --------   --------   ---------   -------------
                                                                               
Balance at December 31, 1996...........................    500         $1        $  57         $  58
Net income.............................................     --         --           11            11
Dividends declared.....................................     --         --           (1)           (1)
                                                           ---         --        -----         -----
Balance at December 31, 1997...........................    500          1           67            68
Net loss...............................................     --         --         (136)         (136)
Dividends declared.....................................     --         --           (2)           (2)
                                                           ---         --        -----         -----
Balance at December 31, 1998...........................    500          1          (71)          (70)
Net income.............................................     --         --          931           931
Dividends declared.....................................     --         --           (2)           (2)
                                                           ---         --        -----         -----
Balance at December 31, 1999...........................    500         $1        $ 858         $ 859
                                                           ===         ==        =====         =====


                See accompanying notes to financial statements.

                                     F-5-4

                      NORTH SHORE CABLE CONTRACTORS, INC.

                            STATEMENTS OF CASH FLOWS

                                 (IN THOUSANDS)



                                                                  YEAR ENDED DECEMBER 31
                                                              ------------------------------
                                                                1997       1998       1999
                                                              --------   --------   --------
                                                                           
OPERATING ACTIVITIES
Net income (loss)...........................................   $  11      $(136)    $   931
Adjustments to reconcile net income (loss) to net cash
  provided by (used in) operating activities:
    Depreciation............................................      54        117         208
    Deferred income taxes...................................     (17)      (139)        150
    Provision (reversal of provision) for doubtful
      accounts..............................................      --         87         (63)
    Changes in operating assets and liabilities:
      Accounts receivable and unbilled revenues.............    (248)      (802)     (1,052)
      Note receivable from affiliate........................      --        (69)        (11)
      Prepaid expenses and other assets.....................     (23)       (15)         42
      Accounts payable and other............................      75        490         284
      Accrued expenses......................................     202         18         234
                                                               -----      -----     -------
Net cash provided by (used in) operating activities.........      54       (449)        723

INVESTING ACTIVITIES
Purchase of fixed assets, net...............................    (417)      (355)       (589)
                                                               -----      -----     -------
Net cash used in investing activities.......................    (417)      (355)       (589)

FINANCING ACTIVITIES
Net borrowings under line of credit.........................     100        326          74
Proceeds from notes payable.................................     359        280         531
Principal payments on notes payable.........................     (69)      (156)       (186)
Proceeds from notes payable to stockholders.................     184        474          --
Payments on notes payable to stockholders...................      --         --        (659)
Dividends to stockholders...................................      (1)        (2)         (2)
                                                               -----      -----     -------
Net cash provided by (used in) financing activities.........     573        922        (242)
                                                               -----      -----     -------
Increase (decrease) in cash.................................     210        118        (108)
                                                               -----      -----     -------
Cash at beginning of year...................................      --        210         328
                                                               -----      -----     -------
Cash at end of year.........................................   $ 210      $ 328     $   220
                                                               =====      =====     =======

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for:..............................................
  Interest..................................................   $  19      $  48     $   124
  Income taxes..............................................      13         40          59


                See accompanying notes to financial statements.

                                     F-5-5

                      NORTH SHORE CABLE CONTRACTORS, INC.

                         NOTES TO FINANCIAL STATEMENTS

                                 (IN THOUSANDS)

1.  BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS

    North Shore Cable Contractors, Inc. (the Company) is located in Painesville,
Ohio, and provides network infrastructure installation services primarily to the
telecommunications and cable industries. This service is provided in various
states. Services are usually performed under fixed-price per unit produced
contracts.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

FIXED ASSETS

    Fixed assets are stated at cost, less accumulated depreciation. Depreciation
is calculated using the straight-line method over the estimated service life of
five years for vehicles and office equipment, seven years for machinery and
equipment, and over the term of the lease on leasehold improvements.
Depreciation expense was $54, $117, and $208 for the years ended December 31,
1997, 1998, and 1999, respectively.

LONG-LIVED ASSETS

    The Company evaluates its long-lived assets on an ongoing basis. Long-lived
assets are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of the related asset may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of the
carrying amount of the asset to future undiscounted cash flows expected to be
generated by the asset. If the asset is determined to be impaired, the
impairment recognized is measured by the amount by which the carrying value of
the asset exceeds its fair value. No indications of impairment have been noted
by management.

REVENUE AND COST RECOGNITION

    The Company recognizes revenue based on the percentage-of-completion method
with progress measured by the number of units produced. Accordingly, revenue
from services provided to customers is reported as earned as measured by the
completion of units produced under the contract. Unbilled revenues represent
amounts earned and recognized in the period for which billings are issued in the
following period.

    Contract costs include all direct material and labor costs and those
indirect costs related to contract performance, such as indirect labor,
supplies, tools, repairs, and depreciation costs. General and administrative
costs are charged to expense as incurred. Provisions for estimated losses on
uncompleted contracts are made in the period in which such losses are
determined.

SIGNIFICANT CUSTOMERS

    Two customers accounted for approximately 63% and 22% of the Company's
accounts receivable balance at December 31, 1999. Five customers accounted for
approximately 50%, 21%, 13%, 5% and 5% of the Company's revenues for the year
ended December 31, 1999. Two customers accounted for approximately 40% and 36%
of the Company's accounts receivable balance at December 31, 1998.

                                     F-5-6

                      NORTH SHORE CABLE CONTRACTORS, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                 (IN THOUSANDS)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FAIR VALUE OF FINANCIAL INSTRUMENTS

    The carrying value of cash, accounts receivable, unbilled revenues, note
receivable from affiliate, other current assets, accounts payable, and accrued
expenses approximate their fair value at December 31, 1998 and 1999, due to the
short-term nature of these instruments.

    The Company estimates the fair value of fixed rate long-term debt
obligations, including any current portion, using the discounted cash flows
method with interest rates currently available for similar obligations. The
carrying amounts reported in the Company's balance sheet for these obligations
approximate fair value.

INCOME TAXES

    Deferred income taxes have been recognized for the tax consequences of
temporary differences between financial reporting and income tax reporting by
applying the enacted statutory income tax rates applicable to future years of
differences between the financial statement carrying amounts and the tax bases
of the existing assets and liabilities.

CONCENTRATION OF CREDIT RISK

    The Company maintains cash deposits with a financial institution that, at
times, exceeds the FDIC limits. The Company limits the amount of credit exposure
with one financial institution and believes that no significant concentration of
credit risk exists with respect to cash.

    Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist principally of trade accounts receivable.
To minimize this risk, ongoing credit evaluations of customers' financial
condition are performed, although collateral is not required. In addition, the
Company maintains an allowance for potential credit losses. The Company
estimates an allowance for doubtful accounts based on the creditworthiness of
its customers as well as general economic conditions. Consequently, an adverse
change in those factors could affect the Company's estimate of its allowance for
doubtful accounts.

USE OF ESTIMATES

    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

RECLASSIFICATIONS

    Certain prior years' amounts have been reclassified to conform to the 1999
presentation.

                                     F-5-7

                      NORTH SHORE CABLE CONTRACTORS, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                 (IN THOUSANDS)

3.  FIXED ASSETS

    Fixed assets consists of:



                                                                  DECEMBER 31
                                                              -------------------
                                                                1998       1999
                                                              --------   --------
                                                                   
Machinery and equipment.....................................   $  735     $1,087
Vehicles....................................................      277        503
Office equipment............................................       23         27
Leasehold improvements......................................       --          5
                                                               ------     ------
                                                                1,035      1,622
Less: Accumulated depreciation..............................      267        471
                                                               ------     ------
                                                               $  768     $1,151
                                                               ======     ======


4.  THIRD-PARTY INDEBTEDNESS

    The Company's third-party indebtedness consists of a $500 revolving
line-of-credit facility (the revolver) and various notes payable. The revolver
is evidenced by a promissory note due on demand that bears interest at the
lender's prime rate (8.5% at December 31, 1999) plus 0.75%. Borrowings under the
revolver are secured by substantially all assets of the Company and a junior
mortgage on property leased by the Company (see Note 7).

    The Company has various notes payable outstanding which were used to finance
fixed asset purchases. These notes mature from September 2002 through
October 2004 and bear interest from 7.9% to 13.1% with a weighted-average
interest rate of 9.4%. These notes are collateralized by the assets acquired.

    Aggregate maturities of the Company's notes payable for each of the next
five years ending December 31 are as follows:

                                                           
2000........................................................  $242
2001........................................................   216
2002........................................................   193
2003........................................................   148
2004........................................................    62
                                                              ----
                                                              $861
                                                              ====



5.  OPERATING LEASES

    The Company leases machinery and equipment under operating leases from
unaffiliated entities on a month-to-month basis. Rent expense for such leases
was $59, $144, and $170 for the years ended December 31, 1997, 1998, and 1999.

    As described in Note 7, the Company also leases office and shop space from
stockholders of the Company.

                                     F-5-8

                      NORTH SHORE CABLE CONTRACTORS, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                 (IN THOUSANDS)

6.  INCOME TAXES

    The components of the provision for income tax expense (benefit) are as
follows:



                                                                    YEAR ENDED DECEMBER 31
                                                             ------------------------------------
                                                               1997          1998          1999
                                                             --------      --------      --------
                                                                                
Current income taxes:
  Federal..............................................        $15           $ 35          $341
  State................................................          5             13           118
                                                               ---           ----          ----
                                                                20             48           459
Deferred income taxes..................................        (17)          (139)          150
                                                               ---           ----          ----
Income taxes...........................................        $ 3           $(91)         $609
                                                               ===           ====          ====


    Reconciliation of the effective income tax rate computed at the U.S. federal
statutory rate to income tax expense (benefit) is as follows:



                                                                 YEAR ENDED DECEMBER 31
                                                          ------------------------------------
                                                            1997          1998          1999
                                                          --------      --------      --------
                                                                             
Income taxes at U.S. federal statutory rate.........       19.00%        (34.00)%      34.00%
State income taxes, net of federal benefit..........        5.58          (5.95)        5.53
                                                           -----         ------        -----
Income tax expense (benefit)........................       24.58%        (39.95)%      39.53%
                                                           =====         ======        =====


    Significant components of the Company's deferred income taxes are as
follows:



                                                                  DECEMBER 31
                                                              -------------------
                                                                1998       1999
                                                              --------   --------
                                                                   
Deferred tax assets:
  Allowance for doubtful accounts...........................    $55        $ 19
  Net operating loss carryforward...........................     86          --
                                                                ---        ----
                                                                141          19
Deferred tax liabilities:
  Tax depreciation in excess of book depreciation...........    (51)        (79)
                                                                ---        ----
Net deferred income taxes...................................    $90        $(60)
                                                                ===        ====


7.  RELATED PARTY TRANSACTIONS

    The Company leases office and shop space under an operating lease from MK
Development, LLC (MK) which is owned by the stockholders of the Company. The
lease expires in March 2001. Rent expense under these operating leases was $16,
$20, and $20 for the years ended December 31, 1997, 1998, and 1999,
respectively.

                                     F-5-9

                      NORTH SHORE CABLE CONTRACTORS, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                 (IN THOUSANDS)

7.  RELATED PARTY TRANSACTIONS (CONTINUED)
    Future minimum lease payments under these operating leases are as follows at
December 31, 1999:

                                                           
2000........................................................  $23
2001........................................................    3
                                                              ---
                                                              $26
                                                              ===



    The Company also loans cash to MK from time to time which bears interest at
the prime lending rate. At December 31, 1998 and 1999, note receivable from
affiliate was $104 and $105 and bore interest at approximately 8.5%. Interest
owed to the Company totaled $8 and $18 as of December 31, 1998 and 1999.
Principal and interest are payable to the Company on demand.

    The Company had notes payable to stockholders totaling $185 and $659 at
December 31, 1997 and 1998, respectively. The Company paid off $659 of the
outstanding debt in 1999. The notes payable were for working capital
requirements and were due on demand with interest at 8.5%. Interest expense to
stockholders was $0, $3, and $41 for the years ended December 31, 1997, 1998,
and 1999.

8.  LEGAL PROCEEDINGS

    The Company is subject to various claims, including workers' compensation
and property damage claims, arising in the ordinary course of business and is
party to various legal proceedings which are routine and incidental to the
Company's business. In the opinion of management, all such matters are either
adequately covered by insurance or are not expected to have a material adverse
effect on the Company.

9.  DEFINED-CONTRIBUTION PLAN

    The Company maintains a defined-contribution 401(k) plan covering
substantially all of its employees. The plan provides for a discretionary
employer profit-sharing contribution to employees who have worked more that
1,000 hours during the year. For the year ended December 31, 1998, the Company's
discretionary matching contribution totaled $69,204. The Company did not make a
contribution for either of the years ended December 31, 1997 and 1999.

10.  SUBSEQUENT EVENT

    On January 21, 2000, the Company's stockholders and Linc.net Inc. entered
into a stock purchase agreement whereby Linc.net Inc. acquired all of the
outstanding capital stock of the Company at an aggregate purchase price of
approximately $6,100 (including transaction costs).

                                     F-5-10

                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors
Telpro Technologies, Inc.

    We have audited the accompanying balance sheets of Telpro
Technologies, Inc. as of December 31, 1998 and 1999, and the related statements
of operations, stockholders' (deficit) equity, and cash flows for each of the
three years in the period ended December 31, 1999. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Telpro Technologies, Inc. at
December 31, 1998 and 1999, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1999 in conformity
with accounting principles generally accepted in the United States.

                                                               ERNST & YOUNG LLP

Chicago, Illinois
August 18, 2000

                                     F-6-1

                           TELPRO TECHNOLOGIES, INC.

                                 BALANCE SHEETS

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)



                                                                  DECEMBER 31
                                                              -------------------
                                                                1998       1999
                                                              --------   --------
                                                                   
ASSETS
Current assets:
  Cash......................................................   $  379    $    18
  Accounts receivable, less allowance of $74 in 1998 and
    $259 in 1999                                                2,224     11,426
  Costs and estimated earnings in excess of billings on
    uncompleted contracts...................................      862      1,182
  Inventory.................................................      455      2,751
  Prepaid expenses..........................................        8        229
  Income tax receivable.....................................       --        448
  Deferred income taxes.....................................       --        181
  Note receivable from stockholder..........................       --         37
                                                               ------    -------
Total current assets........................................    3,928     16,272
Fixed assets, net...........................................      241        673
Other assets................................................       49        306
                                                               ------    -------
Total assets................................................   $4,218    $17,251
                                                               ======    =======

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Notes payable to stockholders.............................   $  220    $    --
  Current maturities of long-term obligations...............      629        110
  Line of credit............................................      270      1,680
  Accounts payable..........................................      668      8,123
  Accrued expenses..........................................    1,262      3,321
  Billings in excess of costs and estimated earnings on
    uncompleted contracts...................................       77        577
  Provision for losses on contracts.........................      145         28
  Deferred income taxes.....................................      176         --
                                                               ------    -------
Total current liabilities...................................    3,447     13,839

Long-term obligations, less current maturities..............      125         11

Stockholders' equity:
  Common stock, Class A, no par value; 10,000,000 shares
    authorized--1,789,300 and 2,450,000 shares issued and
    outstanding.............................................       69        607
  Common stock, Class B, no par value, nonvoting, 2,000,000
    shares authorized, 550,117 and 687,617 shares issued and
    outstanding.............................................       21        136
  Retained earnings.........................................      556      2,658
                                                               ------    -------
Total stockholders' equity..................................      646      3,401
                                                               ------    -------
Total liabilities and stockholders' equity..................   $4,218    $17,251
                                                               ======    =======


                See accompanying notes to financial statements.

                                     F-6-2

                           TELPRO TECHNOLOGIES, INC.

                            STATEMENTS OF OPERATIONS

                             (AMOUNTS IN THOUSANDS)



                                                                  YEAR ENDED DECEMBER 31
                                                                1997       1998       1999
                                                              --------   --------   --------
                                                                           
Net revenue.................................................  $12,427    $19,652    $73,532
Costs of sales..............................................   11,793     14,422     65,120
                                                              -------    -------    -------
Gross profit................................................      634      5,230      8,412

General and administrative expenses.........................    2,280      1,690      4,389
Noncash stock compensation expense..........................       --         --        560
Severance and settlement costs..............................       --        679         --
                                                              -------    -------    -------
Total operating expenses....................................    2,280      2,369      4,949
                                                              -------    -------    -------
(Loss) income from operations...............................   (1,646)     2,861      3,463

Other (expense) income, net:
  Interest expense..........................................      (25)      (219)      (187)
  Other (expense) income, net...............................      (62)       (13)       191
                                                              -------    -------    -------
Total other (expense) income, net...........................      (87)      (232)         4
                                                              -------    -------    -------
(Loss) income before income taxes...........................   (1,733)     2,629      3,467
Income taxes................................................      680     (1,040)    (1,365)
                                                              -------    -------    -------
Net (loss) income...........................................  $(1,053)   $ 1,589    $ 2,102
                                                              =======    =======    =======


                See accompanying notes to financial statements.

                                     F-6-3

                           TELPRO TECHNOLOGIES, INC.

                  STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)



                                                        CLASS A AND CLASS B
                                                           COMMON STOCK
                                                       ---------------------   RETAINED
                                                       NUMBER OF               EARNINGS
                                                         SHARES      AMOUNT    (DEFICIT)    TOTAL
                                                       ----------   --------   ---------   --------
                                                                               
Balance at January 1, 1997...........................   2,794,269     $ 93      $   113    $   206
Issuance of Class A common stock.....................      11,526       49           --         49
Net loss.............................................          --       --       (1,053)    (1,053)
                                                       ----------     ----      -------    -------
Balance at December 31, 1997.........................   2,805,795      142         (940)      (798)
Redemption of common stock...........................  (1,260,918)     (52)         (93)      (145)
Cancellation of common stock.........................  (1,544,877)     (90)          --        (90)
Reissuance of common stock...........................     500,000       90           --         90
Redemption of common stock...........................    (500,000)     (90)          --        (90)
Issuance of Class A common stock.....................   1,789,300       69           --         69
Issuance of Class B common stock.....................     550,117       21           --         21
Net income...........................................          --       --        1,589      1,589
                                                       ----------     ----      -------    -------
Balance at December 31, 1998.........................   2,339,417       90          556        646
Redemption of common stock--Class A..................      (1,800)     (40)          --        (40)
Cancellation of common stock--Class A................     (50,000)      --           --         --
Issuance of Class A common stock.....................     712,500      578           --        578
Issuance of Class B common stock.....................     137,500      115           --        115
Net income...........................................          --       --        2,102      2,102
                                                       ----------     ----      -------    -------
Balance at December 31, 1999.........................   3,137,617     $743      $ 2,658    $ 3,401
                                                       ==========     ====      =======    =======


                See accompanying notes to financial statements.

                                     F-6-4

                           TELPRO TECHNOLOGIES, INC.

                            STATEMENTS OF CASH FLOWS

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)



                                                                  YEAR ENDED DECEMBER 31
                                                              ------------------------------
                                                                1997       1998       1999
                                                              --------   --------   --------
                                                                           
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income...........................................  $(1,053)   $ 1,589    $ 2,102
Adjustments to reconcile net (loss) income to net cash (used
  in) provided by operating activities:
  Depreciation..............................................       94        106        194
  Amortization..............................................        6          2         29
  Loss on disposal of fixed assets..........................       --         24         --
  Issuance of common stock as compensation..................       --         --        560
  Provision for doubtful accounts...........................       72          2        184
  Deferred income taxes.....................................     (514)       704       (357)
  Provision (reversal of provision) for losses on
    contracts...............................................      548       (489)      (117)
  Changes in operating assets and liabilities:
    Accounts receivable.....................................      642       (990)    (9,387)
    Costs and estimated earnings in excess of billings on
      uncompleted contracts.................................       88       (477)      (320)
    Inventory...............................................       --       (455)    (2,296)
    Prepaid expenses........................................        8         (3)      (221)
    Note receivable.........................................       --         --        (37)
    Other assets............................................      (24)        --       (154)
    Accounts payable........................................     (189)        81      7,455
    Accrued expenses........................................     (211)       944      1,611
    Billings in excess of costs and estimated earnings on
      uncompleted contracts.................................       77       (339)       500
                                                              -------    -------    -------
Net cash (used in) provided by operating activities.........     (456)       699       (254)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets....................................     (178)      (152)      (624)
                                                              -------    -------    -------
Cash used in investing activities...........................     (178)      (152)      (624)
CASH FLOWS FROM FINANCING ACTIVITIES
(Payments on) proceeds from term loan.......................     (416)       200       (633)
Proceeds from (payment on) stockholder notes................       --        220       (220)
Net proceeds from (payments on) line of credit..............    1,239     (1,044)     1,410
Redemption of common stock..................................       --        (30)       (40)
Issuance of common stock....................................       49         --         --
Principal payment on capital leases.........................       --         (2)        --
                                                              -------    -------    -------
Net cash provided by (used in) financing activities.........      872       (656)       517
                                                              -------    -------    -------
Increase (decrease) in cash.................................      238       (109)      (361)
Cash at beginning of year...................................      250        488        379
                                                              -------    -------    -------
Cash at end of year.........................................  $   488    $   379    $    18
                                                              =======    =======    =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
  Interest..................................................  $    79    $   209    $   192
  Taxes.....................................................      188         --      2,546


                See accompanying notes to financial statements.

                                     F-6-5

                           TELPRO TECHNOLOGIES, INC.

                         NOTES TO FINANCIAL STATEMENTS

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

                 YEARS ENDED DECEMBER 31, 1997, 1998, AND 1999

1. DESCRIPTION OF BUSINESS

    Telpro Technologies, Inc. (the Company) is a California corporation formed
in 1990. The Company conducts several business enterprises within the
telecommunications industry. The Company provides telecommunication equipment,
engineering, design and installation services to the central offices of major
network providers.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REVENUE RECOGNITION

    Revenues from fixed-price and modified fixed-price construction contracts
are recognized using the percentage-of-completion method, measured by the
percentage of costs incurred to date to estimated total costs applied to
estimated total revenue.

    Contract costs include all direct material and labor costs and the indirect
costs related to contract performance, such as indirect labor, supplies, tools,
repairs, and depreciation costs. General and administrative costs are charged to
expense as incurred. Provisions for total estimated losses on uncompleted
contracts are made in the period in which it becomes probable a loss will be
incurred on the contract. Changes in job performance, job conditions, and
estimated profitability, including those arising from contract penalty
provisions, and final contract settlements may result in revisions to costs and
revenues and are recognized in the period in which the revisions are determined.

    Revenues from engineering and project management services are recognized
when the service has been provided. Sales revenues from network system
components are recognized when the products have been shipped.

INCOME TAXES

    The Company uses the liability method of accounting for income taxes. Under
this method, deferred tax assets and liabilities are determined based on
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax return purposes, and are
measured using the enacted tax rates at which the resulting taxes are expected
to be paid.

USE OF ESTIMATES

    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts in the financial statements and
accompanying notes. Actual results could differ from those estimates.

INVENTORY

    Inventory is stated at the lower of cost or market, using the first in,
first out method.

FIXED ASSETS

    Fixed assets are stated at cost, less accumulated depreciation. Depreciation
is calculated using the straight-line method of depreciation over the estimated
useful life of the assets which is three years.

                                     F-6-6

                           TELPRO TECHNOLOGIES, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ADVERTISING

    The Company expenses the cost of advertising as incurred. The Company
incurred advertising costs of approximately $147, $61, and $329 for the years
ended December 31, 1997, 1998, and 1999, respectively.

CONCENTRATION OF CREDIT RISK

    The Company performs ongoing credit evaluations of its customers' financial
condition. The Company believes its credit granting and collection procedures
are sufficient to eliminate the risk of significant bad debt losses.

    The Company maintains cash with a financial institution which, at times,
exceeds the FDIC insured limits. The Company limits the amount of credit
exposure with financial institutions and believes that no significant
concentration of credit risk exists with respect to cash investments.

    One customer accounted for approximately 51%, 83%, and 44% of the Company's
accounts receivable balance at December 31, 1997, 1998, and 1999, respectively.
For the year ended December 31, 1997, 1998, and 1999, one customer accounted for
approximately 75%, 89%, and 60% of the Company's revenues, respectively.

3. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS



                                                                  DECEMBER 31
                                                              -------------------
                                                                1998       1999
                                                              --------   --------
                                                                   
Costs incurred on uncompleted contracts.....................   $1,547     $2,956
Estimated earnings..........................................      445      2,990
                                                               ------     ------
                                                                1,992      5,946
Less: Billings to date......................................    1,207      5,341
                                                               ------     ------
                                                               $  785     $  605
                                                               ======     ======
The foregoing balance is included in the accompanying
  balance sheet under the following captions:
Costs and estimated earnings in excess of billings on
  uncompleted contracts.....................................   $  862     $1,182
Billings in excess of costs and estimated earnings on
  uncompleted contracts.....................................      (77)      (577)
                                                               ------     ------
                                                               $  785     $  605
                                                               ======     ======


                                     F-6-7

                           TELPRO TECHNOLOGIES, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

4. FIXED ASSETS

    Fixed assets consist of the following:



                                                                  DECEMBER 31
                                                              -------------------
                                                                1998       1999
                                                              --------   --------
                                                                   
Machinery and equipment.....................................   $ 418      $ 862
Furniture and fixtures......................................      37        113
Vehicles....................................................      43        116
Leasehold improvements......................................      --         25
                                                               -----      -----
                                                                 498      1,116
Less: Accumulated depreciation..............................    (257)      (443)
                                                               -----      -----
Fixed assets, net...........................................   $ 241      $ 673
                                                               =====      =====


5. ACCRUED EXPENSES

    Accrued expenses consist of the following:



                                                                  DECEMBER 31
                                                              -------------------
                                                                1998       1999
                                                              --------   --------
                                                                   
Salaries, wages, and employee benefits......................   $  830     $2,858
Federal and state income taxes..............................      336         --
Other.......................................................       96        463
                                                               ------     ------
                                                               $1,262     $3,321
                                                               ======     ======


6. LINE OF CREDIT

    The Company has a line of credit agreement which provides for a maximum
borrowing of the lesser of 80% of defined-eligible accounts receivable or $2,500
($1,500 in 1998). Borrowings bear interest at 9.5%, 13.75% and 11% at
December 31, 1997, 1998 and 1999, respectively. Minimum interest is payable at
$4 per month. The outstanding balance and unused borrowing capacity under the
agreement at December 31, 1999 were $1,680 and $820, respectively. All
borrowings are secured by the assets of the Company and are personally
guaranteed by Company stockholders.

                                     F-6-8

                           TELPRO TECHNOLOGIES, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

7. INCOME TAXES

    The tax effect of major temporary differences that give rise to deferred
income tax assets and liabilities are as follows:



                                                                  DECEMBER 31
                                                              -------------------
                                                                1998       1999
                                                              --------   --------
                                                                   
Deferred tax assets:
  Accruals..................................................   $  --      $ 230
  Revenue recognition on contracts in progress..............      --         --
  Allowance for doubtful accounts...........................      --        103
  Severance pay.............................................      41         41
  Provision for losses on contracts.........................      58         11
  AMT/NOL credit carryforwards..............................      31         --
  Other.....................................................       6         37
                                                               -----      -----
Total deferred tax assets...................................     136        422

Deferred tax liabilities:
  Revenue recognition on contracts in progress..............    (312)      (241)
                                                               -----      -----
Net deferred tax asset (liability)..........................   $(176)     $ 181
                                                               =====      =====


    Significant components of income tax (benefit) expense at consist of:



                                                                DECEMBER 31
                                                       ------------------------------
                                                         1997       1998       1999
                                                       --------   --------   --------
                                                                    
Deferred:
Federal..............................................   $(440)     $  616     $ (305)
State................................................     (74)         88        (52)
                                                        -----      ------     ------
                                                         (514)        704       (357)

Current:
Federal..............................................    (167)        246      1,461
State................................................       1          90        261
                                                        -----      ------     ------
                                                         (166)        336      1,722
                                                        -----      ------     ------
                                                        $(680)     $1,040     $1,365
                                                        =====      ======     ======


                                     F-6-9

                           TELPRO TECHNOLOGIES, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

7. INCOME TAXES (CONTINUED)
    A reconciliation of the income tax (benefit) provision computed at the U.S.
federal statutory tax rate to the reported income tax (benefit) provision at is
as follows:



                                                                DECEMBER 31
                                                       ------------------------------
                                                         1997       1998       1999
                                                       --------   --------   --------
                                                                    
Tax (benefit) provision at statutory rates...........   $(589)     $  894     $1,169
State income taxes (benefit), net of federal tax
  effect.............................................    (102)        120        136
Permanent items (consisting of meals and
  entertainment, and other nondeductible expenses)...      13          34         89
Other................................................      (2)         (8)       (29)
                                                        -----      ------     ------
                                                        $(680)     $1,040     $1,365
                                                        =====      ======     ======


8. LEASE COMMITMENTS

    The Company leases office and warehouse space under operating leases. Rent
expense for the office and warehouse space were $86, $233 and $400 during the
years ended December 31, 1997, 1998 and 1999, respectively. Future minimum
rental payments required under the leases are as follows:



                                                                1999
                                                              --------
                                                           
2000........................................................   $  738
2001........................................................      623
2002........................................................      456
2003........................................................      321
2004........................................................      105
                                                               ------
                                                               $2,243
                                                               ======


9. LONG-TERM OBLIGATIONS

    At December 31, 1999, other obligations consisted of the following:

                                                           
Gary Evens settlement.......................................   $ 104
Note payable to a finance company secured by Company assets.
  Interest accrues at 12.10% and is payable monthly. The
  note is due September 2002................................      17
                                                               -----
Total other obligations.....................................     121
Current portion.............................................    (110)
                                                               -----
Long-term obligations.......................................   $  11
                                                               =====



    On January 19, 1998, the Company's stockholders obtained a $200,000 loan
from a bank. The Company assumed the obligation, and the stockholders remitted
the $200,000 to the Company. The note accrues interest at 10.5%, payable
annually, and is due on demand. The note matures January 1999 and is guaranteed
by both the stockholders and the Company.

                                     F-6-10

                           TELPRO TECHNOLOGIES, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

9. LONG-TERM OBLIGATIONS (CONTINUED)
    On June 5, 1998, the Company entered into an agreement with the then-current
president/chief executive officer and stockholder of the Company under which the
executive's employment with the Company would be terminated and the executive
would receive severance of $589. The severance obligation was expensed in 1998
and is payable in nine monthly installments of $25 and 14 monthly installments
of $26 thereafter. The Company also agreed to acquire the outstanding shares
held by the president for $114 as determined under a formula defined in the
agreement. The Company recorded the $114 obligation and a corresponding
reduction to equity. The $114 is outstanding at December 31, 1998, and is
payable in three equal monthly installments ending April 15, 1999. At
December 31, 1999, $104 of severance obligation was outstanding.

    Future annual maturities of long-term obligations, subsequent to
December 31, 1999, are as follows:

                                                           
2000........................................................    $110
2001........................................................       6
2002........................................................       5
                                                                ----
                                                                $121
                                                                ====



10. COMMON STOCK

    During November 1998, the Company redeemed and retired 1,260,918 shares of
common stock from a former employee and minority stockholders for $144 in the
aggregate, of which $30 was paid in cash and $114 in a note (see Note 9).

    During 1990, the Board of Directors and stockholders approved an increase in
the authorized number of shares of common stock to 10,000,000 shares of common
stock and 2,000,000 of preferred stock by resolutions adopted on November 26,
1990. Through an oversight, the amended articles were not filed and as a result,
between the time of such resolutions and December 1998 more shares of common
stock were issued than were authorized. As a result, in December 1998, the Board
of Directors caused the reissuance of the Company's common stock to all of its
then stockholders in such a way that the total number of common shares
outstanding did not exceed 500,000, which was the amount of common stock
authorized by the Company's articles of incorporation. No preferred stock was
issued or outstanding. The relative percentage of ownership of the then
stockholder did not change as a result of this action.

    At the December 1998 Board of Directors Meeting, the Board authorized the
cancellation of the existing authorized common stock and the issuance of new
voting common stock Class A (10,000,000 shares authorized) and nonvoting common
stock Class B (2,000,000 shares authorized).

    On December 28, 1998, the remaining stockholders surrendered, and the
Company retired, all shares of the existing common stock (500,000) in exchange
for 1,789,300 shares of the new common stock Class A and 550,117 shares of the
new common stock Class B.

    In December 1998, the Company adopted a stock compensation plan for selected
officers, directors, and key employees. The plan is designed to enable the
Company to grant participants options to purchase shares of common stock, to
issue participants restricted shares of common stock, and/or to issue
participants stock appreciation rights. The aggregate number of shares which may
be issued under the plan may not exceed 2,000,000. Each award shall include a
vesting schedule applicable to the shares to which

                                     F-6-11

                           TELPRO TECHNOLOGIES, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

10. COMMON STOCK (CONTINUED)
the option pertains, providing that vesting will occur at a rate of at least 20%
per year. In 1998, no awards were made under the plan.

11. DEFINED-CONTRIBUTION PLAN

    The Company maintains a defined-contribution 401(k) plan covering
substantially all employees. The plan provides for a discretionary employer
profit-sharing contribution. The Company did not make any contributions during
1997, 1998 or 1999.

                                     F-6-12

                           TELPRO TECHNOLOGIES, INC.

                            CONDENSED BALANCE SHEETS

                                  (UNAUDITED)

                             (AMOUNTS IN THOUSANDS)




                                                                 SEPTEMBER 30
                                                              -------------------
                                                                1999       2000
                                                              --------   --------
                                                                   
ASSETS
Current assets:
  Cash......................................................  $   851    $    --
  Accounts receivable, less allowance of $46 in 1999 and
    $259 in 2000............................................   11,501     22,350
  Costs and estimated earnings in excess of billings on
    uncompleted contracts...................................      686      5,999
  Inventory.................................................      218      2,288
  Prepaid expenses..........................................      364        152
  Due from affiliate........................................       --      2,195
                                                              -------    -------
Total current assets........................................   13,620     32,984
Fixed assets, net...........................................      499      1,798
Goodwill, net...............................................      127        406
Other assets................................................       53        171
                                                              -------    -------
Total assets................................................  $14,299    $35,359
                                                              =======    =======

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Revolving credit facility.................................  $   665    $    17
  Accounts payable and accrued expenses.....................    8,424     24,573
  Billings in excess of costs and estimated earnings on
    uncompleted contracts...................................      156        787
  Deferred income taxes.....................................      143         --
                                                              -------    -------
Total current liabilities...................................    9,388     25,377

Long-term obligations, less current maturities..............      127         34

Stockholders' equity:
  Common stock..............................................       50        743
  Retained earnings.........................................    4,734      9,205
                                                              -------    -------
Total stockholders' equity..................................    4,784      9,948
                                                              -------    -------
Total liabilities and stockholders' equity..................  $14,299    $35,359
                                                              =======    =======



           SEE ACCOMPANYING NOTES TO CONDENSED FINANCIAL STATEMENTS.

                                     F-6-13

                           TELPRO TECHNOLOGIES, INC.

                       CONDENSED STATEMENTS OF OPERATIONS

                                  (UNAUDITED)

                             (AMOUNTS IN THOUSANDS)




                                                                  NINE MONTHS
                                                              ENDED SEPTEMBER 30
                                                                1999       2000
                                                              --------   --------
                                                                   
Net revenue.................................................  $58,158    $147,728
Costs of sales..............................................   50,443     132,741
                                                              -------    --------
Gross profit................................................    7,715      14,987
Cost and expenses:

General and administrative expenses.........................    1,769       3,927
Noncash stock compensation..................................      560          --
                                                              -------    --------
Income from operations......................................    5,386      11,060

Other income (expense):
  Interest expense, net.....................................     (138)        (83)
  Other income, net.........................................      191          --
                                                              -------    --------
Income before income taxes..................................    5,439      10,977
Income taxes................................................    1,365       4,391
                                                              -------    --------
Net income..................................................  $ 4,074    $  6,586
                                                              =======    ========



           SEE ACCOMPANYING NOTES TO CONDENSED FINANCIAL STATEMENTS.

                                     F-6-14

                           TELPRO TECHNOLOGIES, INC.

                       CONDENSED STATEMENTS OF CASH FLOWS

                                  (UNAUDITED)

                             (AMOUNTS IN THOUSANDS)




                                                               NINE MONTHS ENDED
                                                                 SEPTEMBER 30
                                                              -------------------
                                                                1999       2000
                                                              --------   --------
                                                                   
CASH FLOWS FROM OPERATING ACTIVITIES
Net income..................................................  $ 4,074    $ 6,586
Adjustments to reconcile net income to net cash provided by
  operating activities:
  Depreciation..............................................       94        193
  Reversal of provision for doubtful accounts...............      (28)        --
  Deferred income taxes.....................................      (33)       181
  Reversal of provision for losses on contracts.............     (145)       (28)
  Changes in operating assets and liabilities:
    Accounts receivable.....................................   (9,249)   (10,924)
    Costs and estimated earnings in excess of billings on
      uncompleted contracts.................................      176     (4,817)
    Inventory...............................................      237        463
    Prepaid expenses........................................     (356)        77
    Note receivable.........................................       --         37
    Other assets............................................     (121)       177
    Accounts payable and accrued expenses...................    6,598     13,090
    Due from affiliate......................................       --     (2,185)
    Billings in excess of costs and estimated earnings on
      uncompleted contracts.................................       79        210
                                                              -------    -------
Net cash provided by operating activities...................    1,316      3,050

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets....................................     (352)    (1,318)
                                                              -------    -------
Cash used in investing activities...........................     (352)    (1,318)

CASH FLOWS FROM FINANCING ACTIVITIES
(Payments on) proceeds from term loan.......................     (627)       (87)
Proceeds from (payment on) stockholder notes................     (220)        --
Net proceeds from (payments on) line of credit..............      395     (1,663)
Redemption of common stock..................................       --        (40)
                                                              -------    -------
Net cash provided by (used in) financing activities.........     (492)    (1,750)
                                                              -------    -------
(Decrease) increase in cash.................................      472        (18)
Cash at beginning of year...................................      379         18
                                                              -------    -------
Cash at end of year.........................................  $   851    $    --
                                                              =======    =======



           SEE ACCOMPANYING NOTES TO CONDENSED FINANCIAL STATEMENTS.

                                     F-6-15

                           TELPRO TECHNOLOGIES, INC.

                    NOTES TO CONDENSED FINANCIAL STATEMENTS


                               SEPTEMBER 30, 2000


                                  (UNAUDITED)

                       (IN THOUSANDS, EXCEPT SHARE DATA)

1.  DESCRIPTION OF BUSINESS

    Telpro Technologies, Inc. (the Company) is a California corporation formed
in 1990. The Company conducts several business enterprises within the
telecommunications industry. The Company provides telecommunication equipment,
engineering, design and installation services to the central offices of major
network providers.

2.  INTERIM FINANCIAL INFORMATION


    The accompanying unaudited condensed financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with instruction to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the nine month period ended September 30,
2000 are not necessarily indicative of the results that may be expected for the
fiscal year ending December 31, 2000. These financial statements should be read
in conjunction with the financial statements, including the notes thereto, for
the year ended December 31, 1999.


    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

3.  INVENTORY

    Inventory consists solely of finished goods and is stated at the lower of
cost or market, using the first in, first out method.

4.  SALE OF COMPANY


    On March 13, 2000 the Company and its stockholders entered into an agreement
with Linc.net, Inc. (Linc.net) to acquire 1,143,630 shares of Telpro stock on
that date, and all remaining shares of the outstanding stock of Telpro in a
series of transactions. Concurrent with the execution of the agreement, Linc.net
loaned the Company approximately $18.5 million, the proceeds of which were used
to redeem 1,134,884 shares of stock and to retire approximately $2.3 million of
existing indebtedness of the Company. The loan from Linc.net bears interest at
10 3/8%. The interest rate is based on a floating rate linked to Linc.net's
senior credit facilities which maintain base rate or Euro-rate loans, at
Linc.net's option. Base rate loans bear interest at the base rate plus an
applicable margin for the revolving credit facility and the Term Loan A facility
and 250 basis points for the Term Loan B facility. Base rate is defined in the
senior credit facility as the higher of the interest rate per annum announced
from time to time by PNC Bank and the federal funds effective rate, plus one
half percent ( 1/2%) per annum. Euro-rate loans bear interest at the Euro-rate
as described in the amended senior credit facility, plus an applicable margin
for the bank credit facility and the Term Loan A facility, and 400 basis points
for the Term Loan B facility. Loans in the amount of $16.2 million mature with
principal and accrued interest; if any, on October 1, 2006. The remaining loan
amount is under an indefinite revolver facility with no maturity date.



5.  DIVESTITURE OF PRODUCTS GROUP



    On October 6, 2000 Telpro Technologies divested a product line of its
business into a newly formed subsidiary, Telpro Products, Inc., of which Telpro
Technologies owns a 49% interest. Accordingly, Telpro Technologies transferred
certain assets and liabilities including inventory, accounts receivables and
accounts


                                     F-6-16

                           TELPRO TECHNOLOGIES, INC.

              NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)


                               SEPTEMBER 30, 2000


                                  (UNAUDITED)

                       (IN THOUSANDS, EXCEPT SHARE DATA)

payable to Telpro Products, Inc. in exchange for stock of Telpro Products, Inc.
Concurrent with the transfer, the Company sold 51% of its interest in Telpro
Products, Inc. to certain shareholders of Linc.net in exchange for promissory
notes. The sale did not result in the recognition of any gain or loss. The
Company has deconsolidated Telpro Products, Inc. subsequent to the sale and now
accounts for its investment in Telpro Products, Inc. under the equity method of
accounting.


                                     F-6-17

                          INDEPENDENT AUDITORS' REPORT

Utility Consultants, Inc.
Atlanta, Georgia

    We have audited the accompanying balance sheets of Utility
Consultants, Inc. (an S-Corporation) as of September 30, 1998 and 1999, and the
related statements of operations, stockholders' equity and cash flows for each
of the three years in the period ended September 30, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Utility Consultants, Inc. at
September 30, 1998 and 1999, and the results of its operations and its cash
flows for each of the three years in the period ended September 30, 1999 in
conformity with accounting principles generally accepted in the United States.

                                                                BDO SEIDMAN, LLP

Atlanta, Georgia
February 2, 2000, except for Note 6,
as to which the date is May 8, 2000

                                     F-7-1

                           UTILITY CONSULTANTS, INC.

                               (AN S-CORPORATION)

                                 BALANCE SHEETS

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)



                                                                 SEPTEMBER 30,
                                                              -------------------
                                                                1998       1999
                                                              --------   --------
                                                                   
ASSETS (Notes 2 and 3)
Current
  Cash and cash equivalents.................................   $  245    $   612
  Accounts receivable, net of allowance of $161 and $374,
    respectively............................................    4,944      7,120
  Costs and estimated earnings in excess of billings on
    uncompleted contracts (Note 1)..........................    3,223      1,469
  Prepaid expenses..........................................       55         68
                                                               ------    -------
Total current assets........................................    8,467      9,269
Property and equipment
  Equipment.................................................      930      1,321
  Vehicles..................................................      147        168
  Furniture and fixtures....................................      195        233
  Leasehold improvements....................................       96         98
                                                               ------    -------
                                                                1,368      1,820
Less accumulated depreciation...............................      723      1,005
                                                               ------    -------
Net property and equipment..................................      645        815
Other
  Advances to vendor........................................      151         --
  Customer lists, net of amortization of $12 and $18,
    respectively............................................       88         82
  Notes receivable from stockholders (Note 5)...............       92        105
  Due from affiliate (Note 5)...............................       54         77
  Miscellaneous.............................................      138        100
                                                               ------    -------
Total other assets..........................................      523        364
                                                               ------    -------
                                                               $9,635    $10,448
                                                               ======    =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Revolving credit agreement (Note 2).......................   $1,667    $ 3,000
  Accounts payable..........................................      754        836
  Accrued payroll and payroll taxes.........................      474        571
  Other accrued expenses....................................      185        236
  Billings in excess of costs and estimated earnings on
    uncompleted contracts (Note 1)..........................    1,014        309
  Current maturities of long-term debt (Note 3).............       77        102
                                                               ------    -------
Total current liabilities...................................    4,171      5,054
Long-term debt, less current maturities (Note 3)............      274        295
Notes payable to stockholders (Note 5)......................      439        385
                                                               ------    -------
Total liabilities...........................................    4,884      5,734
                                                               ------    -------
Commitments (Note 4)
Stockholders' equity
  Common stock, $.20 par--shares authorized 50,000, issued
    and outstanding 32,500..................................        6          6
  Additional paid-in capital................................      229        229
  Retained earnings.........................................    4,516      4,479
                                                               ------    -------
Total stockholders' equity..................................    4,751      4,714
                                                               ------    -------
                                                               $9,635    $10,448
                                                               ======    =======


    SEE ACCOMPANYING SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO
                             FINANCIAL STATEMENTS.

                                     F-7-2

                            UTILITY CONSULTANTS INC.

                               (AN S-CORPORATION)

                            STATEMENTS OF OPERATIONS

                             (AMOUNTS IN THOUSANDS)



                                                                YEARS ENDED SEPTEMBER 30,
                                                              ------------------------------
                                                                1997       1998       1999
                                                              --------   --------   --------
                                                                           
Revenue.....................................................  $21,527    $24,382    $27,955
Costs of goods sold.........................................   16,696     18,446     22,701
                                                              -------    -------    -------
  Gross margin..............................................    4,831      5,936      5,254
Selling, general and administrative.........................    3,583      4,263      5,067
                                                              -------    -------    -------
  Operating income..........................................    1,248      1,673        187
Interest expense............................................      154        163        224
                                                              -------    -------    -------
Net (loss) income...........................................  $ 1,094    $ 1,510    $   (37)
                                                              =======    =======    =======


    SEE ACCOMPANYING SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO
                             FINANCIAL STATEMENTS.

                                     F-7-3

                            UTILITY CONSULTANTS INC.

                               (AN S-CORPORATION)

                       STATEMENTS OF STOCKHOLDERS' EQUITY

                 YEARS ENDED SEPTEMBER 30, 1997, 1998 AND 1999

                             (AMOUNTS IN THOUSANDS)



                                                                      ADDITIONAL
                                                            COMMON     PAID-IN     RETAINED
                                                            STOCK      CAPITAL     EARNINGS    TOTAL
                                                           --------   ----------   --------   --------
                                                                                  
Balance, September 30, 1996..............................     $6         $229       $1,931     $2,166
Net income...............................................     --           --        1,094      1,094
                                                              --         ----       ------     ------
Balance, September 30, 1997..............................     $6         $229       $3,025     $3,260
Cash dividends paid......................................     --           --          (19)       (19)
Net income...............................................     --           --        1,510      1,510
                                                              --         ----       ------     ------
Balance, September 30, 1998..............................      6          229        4,516      4,751
Net loss.................................................                              (37)       (37)
                                                              --         ----       ------     ------
Balance, September 30, 1999..............................     $6         $229       $4,479     $4,714
                                                              ==         ====       ======     ======


    SEE ACCOMPANYING SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO
                             FINANCIAL STATEMENTS.

                                     F-7-4

                           UTILITY CONSULTANTS, INC.

                               (AN S-CORPORATION)

                            STATEMENTS OF CASH FLOWS

                             (AMOUNTS IN THOUSANDS)



                                                                YEARS ENDED SEPTEMBER 30,
                                                              ------------------------------
                                                                1997       1998       1999
                                                              --------   --------   --------
                                                                           
OPERATING ACTIVITIES
  Net (loss) income.........................................  $ 1,094    $ 1,510    $   (37)
  Adjustments to reconcile net (loss) income to cash
    provided by (used for) operating activities:
    Depreciation and amortization...........................      123        232        289
    Bad debt reserve........................................        2         --        213
    Working capital changes:
      Contracts in progress.................................     (486)      (526)     1,049
      Accounts receivable...................................   (1,658)    (1,065)    (2,389)
      Accounts payable and accrued expenses.................      257        282        230
      Other.................................................     (181)      (209)       154
                                                              -------    -------    -------
Cash provided by (used for) operating activities............     (849)       224       (491)
                                                              -------    -------    -------
INVESTING ACTIVITIES
  Additions to property and equipment.......................     (431)      (218)      (453)
  Increases in notes receivable from stockholders...........       --         (1)       (13)
                                                              -------    -------    -------
Cash used for investing activities..........................     (431)      (219)      (466)
                                                              -------    -------    -------
FINANCING ACTIVITIES
  Net increase in borrowings under revolving credit
    agreement...............................................    1,236         89      1,333
  Proceeds from issuance of long-term debt..................      250        303        135
  Principal payments on long-term debt......................     (116)      (151)       (90)
  Principal payments on notes payable to stockholders.......      (39)       (50)       (54)
  Dividends paid............................................       --        (19)        --
                                                              -------    -------    -------
Cash provided by financing activities.......................    1,331        172      1,324
                                                              -------    -------    -------
NET INCREASE IN CASH........................................       51        177        367

CASH AND CASH EQUIVALENTS, beginning of year................       17         68        245
                                                              -------    -------    -------
CASH AND CASH EQUIVALENTS, end of year......................       68    $   245    $   612
                                                              =======    =======    =======
CASH PAID FOR INTEREST DURING THE YEAR......................  $   141    $   189    $   205
                                                              =======    =======    =======


    SEE ACCOMPANYING SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO
                             FINANCIAL STATEMENTS.

                                     F-7-5

                           UTILLITY CONSULTANTS, INC.

                               (AN S-CORPORATION)

                   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                             (AMOUNTS IN THOUSANDS)

NATURE OF BUSINESS

    Utility Consultants, Inc. (the "Company") is predominantly engaged in
providing engineering services to the tele-communications and power industries
throughout the United States with a concentration in the southeastern United
States.

USE OF ESTIMATES

    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Significant estimates have been made by management in determining the
amount of its allowance for doubtful accounts receivable, the carrying value of
its uncompleted contracts and the amount of revenue to be recognized on
contracts in progress during the reporting period. Actual results could vary
from these estimates.

SIGNIFICANT CUSTOMERS AND CONCENTRATION OF CREDIT RISK

    The Company contracts or subcontracts with various autonomously managed
business units of large utility companies. The Company maintains separate
relationships with each business unit. Three large telecommunications companies
constituted approximately 56%, 46% and 67% of the Company's total revenue for
the years ended September 30, 1997, 1998 and 1999, respectively. At
September 30, 1999, accounts receivable from one customer amounted to $2,044
(net of reserves) or 20% of total assets. The foregoing concentrations expose
the Company to a relatively greater degree of risk than otherwise would be the
case with greater diversification.

    During the fiscal year ended September 30, 1999, the Company made the
decision to close its office in Las Vegas. The revenues and operating (loss)
income generated from this office (predominately from one customer) during the
years ended September 30, 1997, 1998 and 1999 were $45, $(7), $3,463, $417,
$2,223 and $(1,035), respectively, and are included in the Company's results of
operation for the fiscal years then ended.

    The Company is in negotiations with the aforementioned customer to resolve
certain disputed items. Subsequent to September 30, 1999, the outstanding
balance has been reduced by $432 to $1,812. Effective on February 1, 2000, the
Company and the customer entered into a written settlement agreement, whereby
the customer has agreed to pay certain invoices (Phase I) aggregating $704
within 30 days of the date of the settlement agreement. Further, the Company
expects to resolve the remaining disputed items with this customer during the
month of February 2000. Based on cash collected to date, the results of the
settlement agreement pertaining to the Phase I invoices, and the anticipated
results with respect to the remaining items, management believes that the
results of these matters will have no material unfavorable effect on the
financial statements.

REVENUE RECOGNITION

    Income from contract revenue is reported on the percentage-of-completion
method. Under this method, the percentage of contract revenue to be recognized
currently is based on the ratio of costs incurred to date to total estimated
contract costs, after giving effect to the most recent estimates of costs to

                                     F-7-6

                           UTILLITY CONSULTANTS, INC.

                               (AN S-CORPORATION)

             SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                             (AMOUNTS IN THOUSANDS)

complete. Provision is made for losses on an individual contract basis in the
period in which losses are first determinable.

FINANCIAL INSTRUMENTS

    The Company's financial instruments consist of cash and cash equivalents,
trade accounts receivable, accounts payable, accrued expenses and long and
short-term bank borrowings. The fair value of the Company's financial
instruments approximates their recorded value. The Company does not have
financial instruments with off-balance sheet risk. The fair value estimates were
based on market information available to management as of September 30, 1999.

    The Company provides services to a limited number of very large public
utility companies, tele-communication and cable organizations. The Company
performs ongoing credit evaluations of its customers' financial condition and
generally does not require collateral from its customers. Historically, the
Company has not experienced significant losses related to receivables from
individual customers or groups of customers in any particular industry or
geographic area.

PROPERTY AND EQUIPMENT

    Property and equipment are stated at cost. Depreciation is computed over the
estimated useful lives of the assets utilizing the straight-line method.
Long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. If the
sum of the expected future undiscounted cash flows is less than the carrying
amount of the asset, a loss is recognized for the difference between the fair
value and carrying value of the asset.

CUSTOMER LISTS

    Customer lists are stated at historical cost and are amortized over the
estimated useful life, 15 years, which is management's estimate of the number of
years the Company will realize revenues from the list. Long-lived assets are
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. If the sum of the expected
future undiscounted cash flows is less than the carrying amount of the asset, a
loss is recognized for the difference between the fair value and carrying value
of the asset.

INCOME TAXES

    The Company elected S Corporation status for income tax purposes and the
stockholders include the taxable income of the Company on their individual
income tax returns. Accordingly, no provision for income taxes is included in
the accompanying financial statements.

    At September 30, 1999, there are no previously taxed retained earnings
included in the Company's stockholders' equity.

401(k) PLAN

    The Company maintains a 401(k) plan covering substantially all of its
employees. The Company did not contribute in 1997. For the years ended September
30, 1998 and 1999, the Company contributed approximately $58 and $55,
respectively.

RECLASSIFICATION

    Certain 1997 and 1998 amounts have been reclassified to conform to the 1999
presentation.

                                     F-7-7

                           UTILITY CONSULTANTS, INC.

                               (AN S-CORPORATION)

                         NOTES TO FINANCIAL STATEMENTS

                             (AMOUNTS IN THOUSANDS)

1.  CONTRACTS IN PROGRESS

    Information relative to contracts in progress was as follows:



                                                              1998       1999
                                                            --------   --------
                                                                 
Costs incurred to date on contracts in progress...........  $ 4,834    $ 7,089
Estimated earnings recognized to date on on these
  contracts...............................................    2,297      1,992
Less: applicable billings.................................   (4,922)    (7,921)
                                                            -------    -------
Net amounts...............................................    2,209      1,160
                                                            =======    =======
Included in accompanying balance sheets under the
  following captions:
  Costs and estimated earnings in excess of billings on
    uncompleted contracts.................................    3,223      1,469
  Billings in excess of costs and estimated earnings on
    uncompleted contracts.................................   (1,014)      (309)
                                                            -------    -------
                                                            $ 2,209    $ 1,160
                                                            =======    =======


2.  REVOLVING CREDIT AGREEMENT

    The Company maintains a revolving credit agreement with a financial
institution which provides for borrowings up to $4,000 and which matures
January 31, 2000. Interest under the agreement is computed monthly at a variable
rate of .25% under the bank's prime rate (7.75% at September 30, 1999).
Substantially all of the Company's assets are collateralized under the
agreement. Additionally, borrowings under the revolving credit agreement are
guaranteed by the Company's stockholders. The agreement contains compliance
covenants and requires the maintenance of certain financial ratios. Subsequent
to year end, the Company amended the agreement to mature on April 30, 2000.

    The Company also maintains a revolving credit agreement enabling them to
borrow up to $250 to purchase equipment with the same financial institution. The
Company pays interest and principal in monthly installments with interest
computed monthly at a rate of .25% under the bank's prime rate (7.75% at
September 30, 1999).

                                     F-7-8

                           UTILITY CONSULTANTS, INC.

                               (AN S-CORPORATION)

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                             (AMOUNTS IN THOUSANDS)

3.  LONG-TERM DEBT

    Long-term debt consisted of:



                                                                1998       1999
                                                              --------   --------
                                                                   
$2 monthly installment note payable to a bank; interest
  payable at 8.7%; secured by substantially all of the
  Company's assets; guaranteed by majority stockholder;
  scheduled to mature May 1, 2002...........................    $273      $ 219

$6 monthly installment note payable at 7.94%; secured by
  substantially all of the Company's assets; guaranteed by
  majority stockholder; scheduled to mature February 15,
  2003......................................................      73         56

$3 monthly installment note payable at 7.25%; secured by
  substantially all of the Company's assets; guaranteed by
  majority stockholder; scheduled to mature February 1,
  2004......................................................      --        122

Other equipment notes, principal and interest payments due
  monthly with interest computed at rates between 7.2% and
  8.45%. Varying maturity dates through August 10, 1999.....       5         --
                                                                ----      -----
                                                                 351        397
Less current maturities.....................................     (77)      (102)
                                                                ----      -----
                                                                $274      $ 295
                                                                ====      =====


    Future maturities of long term debt are as follows:



YEAR ENDED SEPTEMBER 30,                                       AMOUNT
- ------------------------                                      --------
                                                           
2000........................................................    $102
2001........................................................     110
2002........................................................     110
2003........................................................      60
2004........................................................      15
                                                                ----
                                                                $397
                                                                ====


                                     F-7-9

                           UTILITY CONSULTANTS, INC.

                               (AN S-CORPORATION)

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                             (AMOUNTS IN THOUSANDS)

4.  COMMITMENTS

    The Company leases its corporate office space under operating leases. The
aggregate minimum amounts due in subsequent years under these agreements are as
follows:



YEAR ENDED SEPTEMBER 30,                                       AMOUNT
- ------------------------                                      --------
                                                           
2000........................................................    $241
2001........................................................     239
2002........................................................      57
2003........................................................      --
2004........................................................      --
                                                                ----
                                                                $537
                                                                ====


    Rent expense for the years ended September 30, 1997, 1998 and 1999 totalled
approximately $384, $404 and $457, respectively.

5.  RELATED PARTY TRANSACTIONS

    The Company subcontracts certain work to an affiliate. As a result of these
transactions, the Company maintained a balance due from the affiliate of $54 and
$77, at September 30, 1998 and 1999, respectively.

    Notes payable to stockholders consisted of unsecured notes to two
stockholders with varying interest rates between 9.25% and 11% per annum. The
balances outstanding at September 30, 1998 and 1999 are $439 and $385,
respectively. Interest of $5 and $11 was accrued in connection with the note
payable to stockholders at September 30, 1998 and 1999, respectively.

    Notes receivable from stockholders are unsecured, non-interest bearing and
are payable upon demand.

6.  SUBSEQUENT EVENT

    On May 8, 2000, the Company and its principal stockholders entered into a
stock purchase agreement with Linc.net, Inc., whereby Linc.net, Inc. acquired
all of the outstanding common stock of the Company.

                                     F-7-10

                          UTILITIES CONSULTANTS, INC.


                               (AN S-CORPORATION)
                            CONDENSED BALANCE SHEETS


                            MARCH 31, 1999 AND 2000

                                  (UNAUDITED)

                             (AMOUNTS IN THOUSANDS)




                                                                   MARCH 31
                                                              -------------------
                                                                1999       2000
                                                              --------   --------
                                                                   
ASSETS
  Current:
    Cash....................................................  $     6    $    --
    Accounts receivable, net................................    6,511      6,913
    Costs and estimated earnings in excess of billings......    2,355      2,501
    Prepaid expenses........................................       62         27
                                                              -------    -------
    Total current assets....................................    8,934      9,441
  Fixed assets (net)........................................      633        754
Other assets................................................      266        218
Goodwill....................................................       85         78
Due from affiliate, (net)...................................       55         77
                                                              -------    -------
Total assets................................................  $ 9,973    $10,568
                                                              =======    =======

LIABILITIES AND STOCKHOLDERS' EQUITY
  Current:
    Revolving credit agreement..............................  $ 2,048    $ 2,044
    Accounts payable........................................    1,045        349
    Accrued payroll and payroll taxes.......................      798        802
    Other liabilities.......................................       83        100
    Billings in excess of costs and estimated earnings......      396        690
    Current portion of long-term debt.......................       77        102
                                                              -------    -------
    Total current liabilities...............................    4,447      4,087

Note payable to stockholders................................      412        367
Long-term debt, less current portion........................      370        245
                                                              -------    -------
Total liabilities...........................................    5,229      4,699

Stockholders' equity
    Common stock............................................        6          6
    Additional paid in capital..............................      229        229
    Retained earnings.......................................    4,509      5,634
                                                              -------    -------
Total stockholders' equity..................................    4,744      5,869
                                                              -------    -------
Total liabilities & stockholders' equity....................  $ 9,973    $10,568
                                                              =======    =======




                  SEE NOTES TO CONDENSED FINANCIAL STATEMENTS.


                                     F-7-11

                          UTILITIES CONSULTANTS, INC.

                               (AN S-CORPORATION)


                       CONDENSED STATEMENTS OF OPERATIONS


                    SIX MONTHS ENDED MARCH 31, 1999 AND 2000

                                  (UNAUDITED)
                             (AMOUNTS IN THOUSANDS)



                                                               SIX MONTHS ENDING
                                                                   MARCH 31
                                                              -------------------
                                                                1999       2000
                                                              --------   --------
                                                                   
Revenues....................................................  $16,169    $14,686
Cost of sales...............................................   14,077     12,199
                                                              -------    -------
Gross margin................................................    2,092      2,487
  General & administrative expenses.........................    1,982      1,195
                                                              -------    -------
Operating income............................................      110      1,292
Other expense...............................................
  Interest expense..........................................      119        139
                                                              -------    -------
(Loss) earnings before taxes................................       (9)     1,153
Provision for taxes.........................................       --         --
                                                              -------    -------
Net (loss) income...........................................  $    (9)   $ 1,153
                                                              =======    =======



                  SEE NOTES TO CONDENSED FINANCIAL STATEMENTS.


                                     F-7-12

                          UTILITIES CONSULTANTS, INC.

                               (AN S-CORPORATION)


                       CONDENSED STATEMENTS OF CASH FLOWS


                    SIX MONTHS ENDED MARCH 31, 1999 AND 2000

                                  (UNAUDITED)
                             (AMOUNTS IN THOUSANDS)



                                                               SIX MONTHS ENDING
                                                                   MARCH 31,
                                                              -------------------
                                                                1999       2000
                                                              --------   --------
                                                                   
OPERATING ACTIVITIES
  Net income (loss).........................................  $    (9)   $ 1,153
  Adjustments to reconcile net (loss) income to
    cash provided by (used for) operating activities:
      Depreciation and amortization.........................      194        187
      Bad debt reserve......................................       --        (10)
      Working capital changes:
        Contracts in progress...............................      249       (651)
        Accounts receivable.................................   (1,567)       217
        Accounts payable and accrued expenses...............      513       (393)
        Other...............................................      112         32
                                                              -------    -------
Cash provided by (used for) operating activities............     (508)       535

INVESTING ACTIVITIES
  Additions to property and equipment.......................     (180)      (122)
  Increases in notes receivable from stockholders...........       (1)        --
                                                              -------    -------

Cash used in investing activities...........................     (181)      (122)

FINANCING ACTIVITIES
  Net (decrease) increase in borrowings under
  revolving credit agreement................................      381       (956)
    Proceeds from issuance of long-term debt................      136         --
    Principal payments on long-term debt....................      (41)       (50)
    Principal payments on notes payable to
      stockholders..........................................      (26)       (19)
                                                              -------    -------

Cash (used in) provided by financing activities.............      450     (1,025)
                                                              -------    -------

NET DECREASE IN CASH........................................     (239)      (612)
CASH AND CASH EQUIVALENTS, beginning of year................      245        612
                                                              -------    -------
CASH AND CASH EQUIVALENTS, end of year......................  $     6    $    --
                                                              =======    =======



                  SEE NOTES TO CONDENSED FINANCIAL STATEMENTS.


                                     F-7-13

                           UTILITY CONSULTANTS, INC.

                               (AN S-CORPORATION)


                    NOTES TO CONDENSED FINANCIAL STATEMENTS


                            MARCH 31, 1999 AND 2000
                                  (UNAUDITED)
                                 (IN THOUSANDS)

1. BASIS OF PRESENTATIONS

    NATURE OF BUSINESS

    Utility Consultants, Inc. (the Company) is a Georgia corporation that
predominately provides engineering and program management services to the
telecommunications and electric utility industries.

2. INTERIM FINANCIAL INFORMATION

    The accompanying unaudited condensed financial statements have been prepared
in accordance with generally accepted accounting principles for interim
information and with instruction to Article 10 of Regulations S-X. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal accruals) considered
necessary for fair presentation have been included. Operating results for the
six month period ended March 31, 2000 are not necessarily indicative of the
results that may be expected for the fiscal year ended September 30, 2000. These
financial statements should be read in conjunction with the financial
statements, including the notes thereto, for the year ended September 30, 1999.

    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions they affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

3. RELATED PARTY


    The Company subcontracts work to an affiliate. The Company invoices the
customer and assists in the cash collection for such work. The Company records
revenue and subcontract expense when it invoices the customer. As a result of
the above transactions, the Company maintained a balance due from the affiliate
of $55 and $77 at March 31, 1999 and 2000.


    Notes payable to stockholders consisted of unsecured notes to two
stockholders with varying interest rates between 7% and 11% per annum. The
balances outstanding under these notes at March 31, 1999 and 2000 were $412 and
$367, respectively. Interest of $26 and $20 was accrued in connection with the
notes payable to stockholders at March 31, 1999 and 2000, respectively.

    Notes receivable from stockholders are non-interest bearing and are payable
upon demand.

4. SUBSEQUENT EVENT

    On May 8, 2000, the Company's stockholders and Linc.net Inc. entered into a
Stock Purchase Agreement whereby Linc.net Inc. acquired all of the outstanding
stock of the Company. The Company expensed approximately $183 in costs directly
associated with the transaction for the period from October 1, 1999 to
March 31, 2000.

                                     F-7-14

                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors
Craig Enterprises, Inc.

    We have audited the accompanying balance sheets of Craig Enterprises, Inc.
as of June 30, 1999 and June 16, 2000, and the related statements of income,
stockholders' equity, and cash flows for the years ended June 30, 1998 and 1999,
and for the period from July 1, 1999 to June 16, 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

    We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Craig Enterprises, Inc. at
June 30, 1999 and June 16, 2000, and the results of its operations and its cash
flows for the years ended June 30, 1998 and 1999, and the period from July 1,
1999 to June 16, 2000, in conformity with accounting principles generally
accepted in the United States.

                                                               ERNST & YOUNG LLP

Chicago, Illinois
August 11, 2000

                                     F-8-1

                            CRAIG ENTERPRISES, INC.

                                 BALANCE SHEETS

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)



                                                              JUNE 30    JUNE 16
                                                                1999       2000
                                                              --------   --------
                                                                   
ASSETS
Current assets:
  Cash and cash equivalents.................................   $  381    $ 1,496
  Accounts receivable.......................................    1,179      3,525
  Costs and estimated earnings in excess of billings on
    uncompleted contracts...................................      218         --
  Prepaid expenses..........................................       89         --
  Notes receivable from stockholders........................       67        928
                                                               ------    -------
Total current assets........................................    1,934      5,949
Fixed assets, net...........................................    4,892      4,954
                                                               ------    -------
Total assets................................................   $6,826    $10,903
                                                               ======    =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current maturities of notes payable.......................   $  811    $   872
  Current maturities of notes payable to stockholders.......       --         40
  Accounts payable..........................................      172      1,337
  Accrued expenses..........................................      261      1,620
  Billings in excess of costs and estimated earnings on
    uncompleted contracts...................................      170        709
  Deferred income taxes.....................................      512        116
                                                               ------    -------
Total current liabilities...................................    1,926      4,694

Notes payable, less current maturities......................    1,824      1,135
Note payable to stockholders................................       30         --
Deferred income taxes.......................................      265        372

Stockholders' equity:
  Common stock, $1 par value; 50,000 shares authorized;
    1,000 shares issued and outstanding.....................        1          1
  Additional paid in capital................................      220        220
  Retained earnings.........................................    2,560      4,481
                                                               ------    -------
Total stockholders' equity..................................    2,781      4,702
                                                               ------    -------
Total liabilities and stockholders' equity..................   $6,826    $10,903
                                                               ======    =======


                SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

                                     F-8-2

                            CRAIG ENTERPRISES, INC.

                              STATEMENTS OF INCOME

                             (AMOUNTS IN THOUSANDS)



                                                                 YEARS ENDED JUNE 30          PERIOD FROM
                                                                ----------------------      JULY 1, 1999 TO
                                                                  1998          1999         JUNE 16, 2000
                                                                --------      --------      ----------------
                                                                                   
Net revenue...............................................       $5,879       $11,883           $16,806
Costs of sales............................................        4,065         9,239            12,559
                                                                 ------       -------           -------
Gross profit..............................................        1,814         2,644             4,247

General and administrative expenses.......................          423           605               362
                                                                 ------       -------           -------
Income from operations....................................        1,391         2,039             3,885

Other income (expense):
  Interest expense........................................          (84)         (146)             (235)
  Interest income.........................................           14            25                65

  Other income (expense)..................................           46            10              (147)
                                                                 ------       -------           -------
Total other expense, net..................................          (24)         (111)             (317)
                                                                 ------       -------           -------
Income before income taxes................................        1,367         1,928             3,568
Income taxes..............................................          556           748             1,647
                                                                 ------       -------           -------
Net income................................................       $  811       $ 1,180           $ 1,921
                                                                 ======       =======           =======


                SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

                                     F-8-3

                            CRAIG ENTERPRISES, INC.

                       STATEMENTS OF STOCKHOLDERS' EQUITY

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)



                                                       COMMON STOCK       ADDITIONAL
                                                    -------------------    PAID-IN     RETAINED
                                                     SHARES     AMOUNT     CAPITAL     EARNINGS    TOTAL
                                                    --------   --------   ----------   --------   --------
                                                                                   
Balance at July 1, 1997...........................   1,000        $1         $220       $  569     $  790
Net income........................................      --        --           --          811        811
                                                     -----        --         ----       ------     ------
Balance at June 30, 1998..........................   1,000         1          220        1,380      1,601
Net income........................................      --        --           --        1,180      1,180
                                                     -----        --         ----       ------     ------
Balance at June 30, 1999..........................   1,000         1          220        2,560      2,781
Net income........................................      --        --           --        1,921      1,921
                                                     -----        --         ----       ------     ------
Balance at June 16, 2000..........................   1,000        $1         $220       $4,481     $4,702
                                                     =====        ==         ====       ======     ======


                SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

                                     F-8-4

                            CRAIG ENTERPRISES, INC.

                            STATEMENTS OF CASH FLOWS

                             (AMOUNTS IN THOUSANDS)



                                                                                    PERIOD FROM
                                                                                      JULY 1,
                                                              YEAR ENDED JUNE 30      1999 TO
                                                              -------------------    JUNE 16,
                                                                1998       1999        2000
                                                              --------   --------   -----------
                                                                           
CASH FLOWS FROM OPERATING ACTIVITIES
Net income..................................................  $   817    $ 1,180      $ 1,921
Adjustments to reconcile net income to net cash provided by
  operating activities:
  Depreciation and amortization.............................      354        671          952
  (Gain) loss on disposal of fixed assets...................      (46)       (10)          46
  Deferred income taxes.....................................      343        361         (289)
  Provision for doubtful accounts...........................       18          4           --
  Changes in operating assets and liabilities:
    Accounts receivable.....................................      159       (691)      (2,346)
    Costs and estimated earnings in excess of billings on
      uncompleted contracts.................................       66       (116)         218
    Prepaid expenses and other assets.......................       43        (92)          89
    Accounts payable........................................      112       (354)       1,165
    Accrued expenses........................................       85         99        1,359
    Billings in excess of costs and estimated earnings on
      uncompleted contracts.................................       63        108          539
                                                              -------    -------      -------
Net cash provided by operating activities...................    2,014      1,160        3,654

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets....................................   (2,130)    (2,819)      (1,301)
Proceeds from sale of fixed assets..........................      150        115          241
                                                              -------    -------      -------
Net cash used by investing activities.......................   (1,980)    (2,704)      (1,060)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of notes payable.....................    1,339      1,812          130
Issuance of notes to shareholders...........................      (15)        --         (861)
Proceeds from issuance of notes payable to stockholders.....       --         --           10
Payments on notes payable...................................     (608)      (678)        (758)
                                                              -------    -------      -------
Net cash provided by financing activities...................      716      1,134       (1,479)
                                                              -------    -------      -------
Net decrease in cash and cash equivalents...................      750       (410)       1,115
Cash and cash equivalents at beginning of year..............       41        791          381
                                                              -------    -------      -------
Cash and cash equivalents at end of year....................  $   791    $   381      $ 1,496
                                                              =======    =======      =======

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
  Interest..................................................  $    84    $   146      $   235
  Income taxes..............................................      226        336          571


                SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

                                     F-8-5

                            CRAIG ENTERPRISES, INC.

                         NOTES TO FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED JUNE 30, 1998 AND 1999
             AND FOR THE PERIOD FROM JULY 1, 1999 TO JUNE 16, 2000
                             (AMOUNTS IN THOUSANDS)

1. DESCRIPTION OF BUSINESS

    Craig Enterprises, Inc. (the Company) was incorporated on May 11, 1990 in
the state of New Mexico; and it provides network infrastructure installation
services primarily to the telecommunications industry.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REVENUE RECOGNITION

    Revenues from fixed-price and cost-plus-fee construction contracts are
recognized using the percentage-of-completion method of accounting with
percentage of completion measured by the percentage of costs incurred to date to
estimated total costs, applied to estimated total revenue.

    Contract costs include all direct material and labor costs and the indirect
costs related to contract performance, such as indirect labor, supplies, tools,
repair, and depreciation costs. General and administrative costs are charged to
expense as incurred. Provisions for total estimated losses on uncompleted
contracts are made in the period in which it becomes probable a loss will be
incurred on the contract. Changes in job performance, job conditions, and
estimated profitability, including those arising from contract penalty
provisions, and final contract settlements may result in revisions to costs and
revenues and are recognized in the period in which the revisions are determined.

INCOME TAXES

    Deferred tax assets and liabilities are determined based on differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax return purposes, and are measured
using the enacted tax rates and laws that are expected to be in effect when the
differences reverse.

USE OF ESTIMATES

    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts in the financial statements and
accompanying notes. Actual results could differ from those estimates.

FIXED ASSETS

    Fixed assets are stated at cost, less accumulated depreciation. Depreciation
is calculated using the straight-line method of depreciation over the estimated
useful life of the assets as follows:

                                                           
Land, building and improvements.............................  7 - 39 years
Machinery and equipment.....................................  5 - 10 years
Furniture and fixtures......................................  5 - 7 years
Vehicles....................................................  5 - 7 years



                                     F-8-6

                            CRAIG ENTERPRISES, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                   FOR THE YEARS ENDED JUNE 30, 1998 AND 1999
             AND FOR THE PERIOD FROM JULY 1, 1999 TO JUNE 16, 2000
                             (AMOUNTS IN THOUSANDS)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ADVERTISING

    The Company expenses advertising cost as incurred. The Company incurred
advertising costs of approximately $3, $11, and $8 for the years ended June 30,
1998 and 1999, and the period ended June 16, 2000, respectively.

CONCENTRATION OF CREDIT RISK

    The Company performs ongoing credit evaluations of its customers' financial
condition. The Company believes its credit granting and collection procedures
are sufficient to eliminate the risk of potential credit losses which,
historically, have not been significant.

    The Company maintains cash with a financial institution which, at times,
exceeds the FDIC insured limits. The Company limits the amount of credit
exposure with financial institutions and believes that no significant
concentration of credit risk exists with respect to cash.

    Two customers individually accounted for greater than 10% of the Company's
accounts receivable at June 30, 1999 and June 16, 2000, representing 76% and
11%, and 54% and 22% of accounts receivable at such dates, respectively.

    Three customers individually accounted for 30%, 28%, and 10%; 42%, 21%, and
21%; and 43%, 41%, and 10% of revenues for the years ended June 30, 1998 and
1999, and the period ended June 16, 2000, respectively.

CASH AND CASH EQUIVALENTS

    The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.

                                     F-8-7

                            CRAIG ENTERPRISES, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                   FOR THE YEARS ENDED JUNE 30, 1998 AND 1999
             AND FOR THE PERIOD FROM JULY 1, 1999 TO JUNE 16, 2000
                             (AMOUNTS IN THOUSANDS)

3. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS



                                                              JUNE 30    JUNE 16
                                                                1999       2000
                                                              --------   --------
                                                                   
Costs incurred on uncompleted contracts.....................  $ 4,127    $ 1,456
Estimated earnings..........................................    2,403        276
                                                              -------    -------
                                                                6,530      1,732
Less: Billings to date......................................   (6,482)    (2,441)
                                                              -------    -------
                                                              $    48    $  (709)
                                                              =======    =======
The foregoing balance is included in the accompanying
  balance sheet under the following captions:
    Costs and estimated earnings in excess of billings on
      uncompleted contracts.................................  $   218    $    --
    Billings in excess of costs and estimated earnings on
      uncompleted contracts.................................     (170)      (709)
                                                              -------    -------
                                                              $    48    $  (709)
                                                              =======    =======


4. FIXED ASSETS

    Fixed assets consist of the following:



                                                            JUNE 30    JUNE 16
                                                              1999       2000
                                                            --------   --------
                                                                 
Land, building, and improvements..........................  $   150    $   174
Machinery and equipment...................................    5,190      5,532
Furniture and fixtures....................................       39         55
Vehicles..................................................    1,170      1,350
                                                            -------    -------
                                                              6,549      7,111
Less: Accumulated depreciation............................   (1,657)    (2,157)
                                                            -------    -------
                                                            $ 4,892    $ 4,954
                                                            =======    =======


5. ACCRUED EXPENSES

    Accrued expenses consist of the following:



                                                              JUNE 30    JUNE 16
                                                                1999       2000
                                                              --------   --------
                                                                   
Salaries, wages, and employee benefits......................    $ 48      $   97
Federal and state income taxes..............................     169       1,493
Other.......................................................      44          30
                                                                ----      ------
                                                                $261      $1,620
                                                                ====      ======


                                     F-8-8

                            CRAIG ENTERPRISES, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                   FOR THE YEARS ENDED JUNE 30, 1998 AND 1999
             AND FOR THE PERIOD FROM JULY 1, 1999 TO JUNE 16, 2000
                             (AMOUNTS IN THOUSANDS)

6. INCOME TAXES

    Significant components of income tax expense (benefit), consist of the
following:



                                                              JUNE 30    JUNE 16
                                                                1999       2000
                                                              --------   --------
                                                                   
Current:
  Federal...................................................    $324      $1,542
  State.....................................................      62         394
                                                                ----      ------
                                                                 386       1,936
Deferred:
  Federal...................................................     342        (252)
  State.....................................................      20         (37)
                                                                ----      ------
                                                                 362        (289)
                                                                ----      ------
                                                                $748      $1,647
                                                                ====      ======


    The provision for income taxes differs from the amount of income tax
determined by applying the applicable U.S. statutory federal income tax rate to
pretax income, primarily as a result of state income taxes.

    Deferred income taxes are provided for temporary differences between income
tax and financial statement recognition of revenue and expenses. Deferred tax
liabilities of $777 and $488 at June 30, 1999 and June 16, 2000, respectively,
relate primarily to property, plant, and equipment, revenue recognition on
contracts in progress and other accruals.

7. RELATED PARTY TRANSACTIONS

    At June 30, 1999 and June 16, 2000 respectively, a $30 and $40 unsecured
note payable to stockholder was outstanding. The note is non-interest bearing
and is due on demand, after June 30, 2000.

    The Company leased equipment owned by a related party during 1999. The
Company expensed $25 in equipment rentals associated with this lease.

    The Company operates as a subcontractor for Craig Electric, Inc., an
affiliated company. During 1998, 1999, and 2000, sales to and purchases from
Craig Electric, Inc. were approximately $1,427, $248, $92, and $14, $27, and
$164, respectively. The Company also wrote off $4 in receivable balances from
Craig Electric, Inc. as bad debts during 1999.

                                     F-8-9

                            CRAIG ENTERPRISES, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                   FOR THE YEARS ENDED JUNE 30, 1998 AND 1999
             AND FOR THE PERIOD FROM JULY 1, 1999 TO JUNE 16, 2000
                             (AMOUNTS IN THOUSANDS)

8. NOTES PAYABLE

    Notes payable consisted of the following and are secured by substantially
all of the Company's fixed assets:



                                                              JUNE 30    JUNE 16
                                                                1999       2000
                                                              --------   --------
                                                                   
Note payable due in monthly installments of $2 maturing July
  2, 2001...................................................   $   --     $   26
Note payable due in monthly installments of $2 maturing July
  2, 2001...................................................       --         27
Note payable due in monthly installments of $1 including
  interest at .2%, maturing March 10, 2002..................       --         29
Note payable due in monthly installments of $9 including
  interest at 8.45%, maturing August 31, 2000...............      307        232
Note payable due in monthly installments of $1 including
  interest at 7.9%, maturing June 16, 2000..................        8         --
Note payable due in monthly installments of $1 including
  interest at 7.9%, maturing June 2, 2000...................        9         --
Note payable due in monthly installments of $4 including
  interest at 8.9%, maturing April 2000.....................       41         --
Note payable due in monthly installments of $5 including
  interest at 8.4%, maturing November 2, 2002...............      169        131
Note payable due in monthly installments of $13 including
  interest at 8.25%, maturing April 3, 2002.................      489        393
Note payable due in monthly installments of $18 including
  interest at 6.75%, maturing October 2, 2002...............      630        481
Note payable due in monthly installments of $32 including
  interest at 7.96%, maturing April 2, 2002.................      982        688
                                                               ------     ------
                                                                2,635      2,007
Less: Current maturities....................................     (811)      (872)
                                                               ------     ------
                                                               $1,824     $1,135
                                                               ======     ======


8. NOTES PAYABLE (CONTINUED)

    Aggregate maturities of notes payable, are as follows:

                                                           
2001........................................................   $  872
2002........................................................      856
2003........................................................      279
2004........................................................       --
                                                               ------
                                                               $2,007
                                                               ======



                                     F-8-10

                            CRAIG ENTERPRISES, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                   FOR THE YEARS ENDED JUNE 30, 1998 AND 1999
             AND FOR THE PERIOD FROM JULY 1, 1999 TO JUNE 16, 2000
                             (AMOUNTS IN THOUSANDS)

9. BENEFIT PLAN

    During 1999, the Company adopted a Simple IRA plan which allows employees to
contribute up to $6 of their salary to an individual retirement account. The
Company matches the employee contributions dollar for dollar up to 3% of each
participating employee's salary. The amount of contributions recognized as
expense to the plan for 1999 was $124, a portion of which was in excess of IRS
limits, and accordingly, was considered additional taxable compensation to the
employee.

10. SUBSEQUENT EVENT

    On June 16, 2000, the Company was acquired by Linc.net Inc. The Company
expensed approximately $128 in costs directly associated with the transaction.

                                     F-8-11

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
Felix Equities, Inc. and affiliates
Route 202 & Lovell Street
Lincolndale, New York 10540

    We have audited the accompanying combined balance sheets of Felix Equities,
Inc and affiliates as of September 30, 1998 and 1999, and the related combined
statements of income and retained earnings, and cash flows for the years ended
September 30, 1997, 1998 and 1999. These combined financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these combined financial statements based on our audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the combined financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the combined
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall combined financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

    In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of Felix
Equities, Inc. and affiliates as of September 30, 1998 and 1999, and the results
of its operations and its cash flows for the years ended September 30, 1997,
1998 and 1999 in conformity with accounting principles generally accepted in the
United States.

                                          MARDEN, HARRISON & KREUTER
                                          Certified Public Accountants, P.C.

White Plains, New York
January 14, 2000

                                     F-9-1

                      FELIX EQUITIES, INC. AND AFFILIATES

                            COMBINED BALANCE SHEETS

                          SEPTEMBER 30, 1998 AND 1999

                             (AMOUNTS IN THOUSANDS)



                                                                1998       1999
                                                              --------   --------
                                                                   
ASSETS
Current assets:
  Cash and cash equivalents.................................  $ 2,396    $ 1,165
  Accounts receivable.......................................   18,340     27,279
  Retainage receivable......................................    3,831      6,174
  Bonds substituted for retainage...........................    3,230      4,166
  Costs and estimated earnings in excess of billings on
    uncompleted contracts...................................    3,579      8,920
  Deferred construction costs...............................      377        534
  Deposits..................................................      334         --
  Prepaid expenses and other current assets.................      375        541
                                                              -------    -------
    Total current assets....................................   32,462     48,779
                                                              -------    -------

Property, plant and equipment:
  Land......................................................       88         88
  Plant.....................................................       35      1,111
  Building and improvements.................................      999        941
  Vehicles, machinery and equipment.........................   13,453     18,607
  Equipment and real property under capital lease...........      900        900
  Furniture and fixtures....................................      308        376
                                                              -------    -------
                                                               15,783     22,023

  Less accumulated depreciation and amortization............    9,735     11,171
                                                              -------    -------
    Net property, plant and equipment.......................    6,048     10,852
                                                              -------    -------

Other assets:
  Due from affiliates.......................................       --        391
  Deferred financing costs..................................        5          3
  Deposits..................................................      199        131
                                                              -------    -------
    Total other assets......................................      204        525
                                                              -------    -------
    Total assets............................................  $38,714    $60,156
                                                              =======    =======


                  See notes to combined financial statements.

                                     F-9-2

                      FELIX EQUITIES, INC. AND AFFILIATES

                            COMBINED BALANCE SHEETS

                          SEPTEMBER 30, 1998 AND 1999

                             (AMOUNTS IN THOUSANDS)



                                                                1998       1999
                                                              --------   --------
                                                                   
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Note payable--bank........................................  $    --    $ 5,468
  Current portion of long-term debt.........................    1,461      2,171
  Current portion of obligations under capital lease........      104        112
  Accounts payable and accrued expenses.....................   11,732     23,695
  Retainage payable.........................................    1,628      2,157
  Billings in excess of costs and estimated earnings on
    uncompleted contracts...................................    2,264      4,588
  Loans payable--affiliate..................................      111         --
  Deferred contract revenue.................................    1,442         55
  Fringe benefits and payroll taxes payable.................    3,835      3,140
  Income taxes payable......................................    4,624      4,413
                                                              -------    -------
    Total current liabilities...............................   27,201     45,799

Long-term debt, net of current portion......................    2,055      2,962
Obligations under capital lease, net of current portion.....      749        590
Loans payable--stockholders.................................      119         69
                                                              -------    -------
    Total liabilities.......................................   30,124     49,420
                                                              -------    -------

Commitments and contingencies

Stockholders' equity:
  Common stock..............................................      251        251
  Retained earnings.........................................    9,839     11,985
                                                              -------    -------
                                                               10,090     12,236
  Less treasury stock.......................................    1,500      1,500
                                                              -------    -------
    Total stockholders' equity..............................    8,590     10,736
                                                              -------    -------
    Total liabilities and stockholders' equity..............  $38,714    $60,156
                                                              =======    =======


                  See notes to combined financial statements.

                                     F-9-3

                      FELIX EQUITIES, INC. AND AFFILIATES

              COMBINED STATEMENTS OF INCOME AND RETAINED EARNINGS

                 YEARS ENDED SEPTEMBER 30, 1997, 1998 AND 1999

                             (AMOUNTS IN THOUSANDS)



                                                                1997       1998       1999
                                                              --------   --------   --------
                                                                           
Net revenue.................................................  $ 97,297   $120,136   $142,973
Costs of sales..............................................    89,157    109,835    133,222
                                                              --------   --------   --------
Gross profit................................................     8,140     10,301      9,751
General and administrative expenses.........................     6,163      6,988      7,429
                                                              --------   --------   --------
Income from operations......................................     1,977      3,313      2,322
                                                              --------   --------   --------
Other income (expense):
  Interest income...........................................       213        267        244
  Interest expense..........................................      (288)      (646)      (485)
  Gain on sale of property and equipment....................         4          4         65
  Other--net................................................        79         74        (98)
                                                              --------   --------   --------
                                                                     8       (301)      (274)
                                                              --------   --------   --------
Income before income taxes (benefit)........................     1,985      3,012      2,048
                                                              --------   --------   --------
Income taxes (benefit):
  Current...................................................       423        958        (98)
  Deferred..................................................       189         --         --
                                                              --------   --------   --------
                                                                   612        958        (98)
                                                              --------   --------   --------
Net income..................................................     1,373      2,054      2,146
Retained earnings--beginning of year........................     6,787      7,785      9,839
Distributions...............................................      (375)        --         --
                                                              --------   --------   --------
Retained earnings--end of year..............................  $  7,785   $  9,839   $ 11,985
                                                              ========   ========   ========


                  See notes to combined financial statements.

                                     F-9-4

                      FELIX EQUITIES, INC. AND AFFILIATES

                       COMBINED STATEMENTS OF CASH FLOWS

                 YEARS ENDED SEPTEMBER 30, 1997, 1998 AND 1999

                             (AMOUNTS IN THOUSANDS)



                                                                1997        1998        1999
                                                              ---------   ---------   --------
                                                                             
CASH PROVIDED BY (USED IN):
  Operating activities:
    Contract revenue........................................  $  88,911   $ 119,051   $128,663
    Contract costs..........................................    (85,063)   (105,993)  (121,528)
                                                              ---------   ---------   --------
        Net cash provided by contracts......................      3,848      13,058      7,135
    General and administrative costs........................     (5,990)     (7,285)    (6,614)
    Interest received.......................................        133         203        244
    Interest paid...........................................       (289)       (646)      (484)
    Income taxes paid.......................................       (251)       (109)      (102)
    Other--net..............................................         28         103        (99)
                                                              ---------   ---------   --------
        Net cash provided by (used in) operating
          activities........................................     (2,521)      5,324         80
                                                              ---------   ---------   --------
  INVESTING ACTIVITIES:
    Capital expenditures....................................     (2,986)       (913)    (7,064)
    Proceeds from sale of property and equipment............         60          56        271
    Purchase of bonds substituted for retainage.............     (1,116)     (1,077)    (2,375)
    Proceeds from sale/maturity of bonds substituted for
      retainage.............................................        395       1,065      1,475
    Purchase of marketable securities.......................       (201)         --         --
    Proceeds from sale of marketable securities.............        351          --         --
    Net distributions from unconsolidated joint venture.....        210          --         --
    Repayments from (advances to) affiliates................       (324)      1,161       (502)
                                                              ---------   ---------   --------
        Net cash provided by (used in) investing
          activities........................................     (3,611)        292     (8,195)
                                                              ---------   ---------   --------
  FINANCING ACTIVITIES:
    Proceeds from (repayments on) note payable to bank......      2,600      (2,600)     5,468
    Proceeds from issuance of long-term debt................      2,500          --      3,969
    Principal payments on long-term debt....................     (1,241)     (1,402)    (2,352)
    Net payments to stockholders............................        280        (154)       (50)
    Principal payments on obligations under capital lease...        (40)       (110)      (151)
    Distributions to stockholders...........................       (375)         --         --
                                                              ---------   ---------   --------
        Net cash provided by (used in) financing
          activities........................................      3,724      (4,266)     6,884
                                                              ---------   ---------   --------
Net increase (decrease) in cash and cash equivalents........     (2,408)      1,350     (1,231)
Cash and cash equivalents, beginning of year................      3,454       1,046      2,396
                                                              ---------   ---------   --------
Cash and cash equivalents, end of year......................  $   1,046   $   2,396   $  1,165
                                                              =========   =========   ========


                  See notes to combined financial statements.

                                     F-9-5

                      FELIX EQUITIES, INC. AND AFFILIATES

                 COMBINED STATEMENTS OF CASH FLOWS (CONTINUED)

                 YEARS ENDED SEPTEMBER 30, 1997, 1998 AND 1999

                             (AMOUNTS IN THOUSANDS)



                                                                1997        1998        1999
                                                              ---------   ---------   --------
                                                                             
Reconciliation of net income to net cash provided by (used
  in) operating activities:
    Net income..............................................  $   1,373   $   2,054   $  2,146
                                                              ---------   ---------   --------
  Adjustments to reconcile net income to net cash provided
    by (used in) operating activities:

    Depreciation and amortization...........................      1,681       1,872      2,056
    Amortization of bonds...................................        (81)        (64)       (36)
    Gain on sale of property and equipment..................         (4)         (4)       (65)
    Loss on sale of marketable securities...................         21          --         --
    Provisions for loss on accounts receivable..............          5          --         10
    Equity in joint venture.................................        (72)         --         --

    Changes in assets (increase) decrease:
      Accounts receivable...................................     (4,551)      3,031     (8,948)
      Retainage receivable..................................     (2,745)      1,573     (2,343)
      Costs and estimated earnings in excess of billings on
        uncompleted contracts...............................       (135)     (1,811)    (5,341)
      Deferred construction costs...........................         49        (377)      (157)
      Prepaid expenses and other current assets.............        (64)         (7)      (166)
      Deposits..............................................        (11)       (439)       401

    Changes in liabilities increase (decrease):
      Accounts payable and accrued expenses.................      2,206       1,213     11,963
      Retainage payable.....................................        529         212        529
      Billings in excess of costs and estimated earnings on
        uncompleted contracts...............................       (955)     (3,860)     2,324
      Deferred contract revenue.............................         --       1,442     (1,387)
      Fringes benefits and payroll taxes payable............       (158)       (384)      (695)
      Income taxes payable..................................        202       1,260       (211)
      Deferred income taxes.................................        189        (387)        --
                                                              ---------   ---------   --------
        Total adjustments...................................     (3,894)      3,270     (2,066)
                                                              ---------   ---------   --------
        Net cash provided by (used in) operating
          activities........................................  $  (2,521)  $   5,324   $     80
                                                              =========   =========   ========


                  See notes to combined financial statements.

                                     F-9-6

                      FELIX EQUITIES, INC. AND AFFILIATES

                 COMBINED STATEMENTS OF CASH FLOWS (CONTINUED)

                 YEARS ENDED SEPTEMBER 30, 1997, 1998 AND 1999

                             (AMOUNTS IN THOUSANDS)

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

    During the year ended September 30, 1997, the Company incurred a capital
lease obligation for $85. This obligation was satisfied during the year ended
September 30, 1998.

    During the year ended September 30, 1998, the Company incurred a capital
lease obligation relating to equipment and real property for $900.

    Effective September 30, 1998, the Company purchased common stock from a
former stockholder for $1,500, which was financed through notes requiring
payment over five years.

                  See notes to combined financial statements.

                                     F-9-7

                      FELIX EQUITIES, INC. AND AFFILIATES

                     NOTES TO COMBINED FINANCIAL STATEMENTS

                 YEARS ENDED SEPTEMBER 30, 1997, 1998 AND 1999

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

(1) PRINCIPLES OF COMBINATION AND NATURE OF OPERATIONS:

    The combined financial statements include the accounts of Felix
Equities, Inc., and companies affiliated by common stockholder interest or
control: Felix Industries, Inc. and its wholly-owned subsidiary, FMP Holding
Corp., Felix General Contracting Inc., Felix Communications Corp., Felix Asphalt
of Florida, Inc. and Felix Equities of FLA., Inc., (collectively the "Company").
Felix Asphalt of Florida, Inc. and Felix Equities of FLA., Inc. were
incorporated during the year ended September 30, 1998. All intercompany accounts
and transactions have been eliminated in combination.

    The Company is a network infrastructure installation service provider that
operates primarily in the New York metropolitan area and Florida.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

    (A) REVENUE AND COST RECOGNITION:

    Revenue is recognized on the "percentage of completion" method for reporting
revenue on contracts not yet completed, measured by the percentage of total
costs incurred to date to estimated total costs for each contract. This method
is utilized because management considers the cost-to-cost method the best
available method to measure progress on these contracts. Because of the inherent
uncertainties in estimating revenue and costs, it is at least reasonably
possible that the estimates used will change within the near term.

    Contract costs include all direct material and labor costs and those other
direct and indirect costs related to contract performance including, but not
limited to, indirect labor, subcontract costs and supplies. General and
administrative costs are charged to expense as incurred.

    The Company has contracts that may extend over more than one year,
therefore, revisions in cost and profit estimates during the course of the work
are reflected in the accounting period in which the facts, which required the
revisions, become known.

    Provisions for estimated losses on uncompleted contracts are made in the
period in which such losses are determined. Claims on contracts are not recorded
until it is probable that the claim will result in additional contract revenue
and the amounts can be reliably estimated.

    Revenues recognized in excess of amounts billed are recorded as a current
asset under the caption "Costs and estimated earnings in excess of billings on
uncompleted contracts." Billings in excess of revenues recognized are recorded
as a current liability under the caption "Billings in excess of costs and
estimated earnings on uncompleted contracts."

    In accordance with construction industry practice, the Company reports in
current assets and liabilities those amounts relating to construction contracts
realizable and payable over a period in excess of one year.

    (B) PROPERTY AND EQUIPMENT:

    Property and equipment are stated at cost. Depreciation is computed over the
estimated useful lives of the assets using the straight-line method.
Expenditures for maintenance and repairs are charged to operations in the period
incurred.

                                     F-9-8

                      FELIX EQUITIES, INC. AND AFFILIATES

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                 YEARS ENDED SEPTEMBER 30, 1997, 1998 AND 1999

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
    (C) DEFERRED FINANCING COSTS:

    Costs relating to the refinancing of debt have been capitalized and are
being amortized over the loan period (ten years).

    (D) CASH EQUIVALENTS:

    The Company considers all highly liquid investments with original maturities
of three months or less to be cash equivalents. At September 30, 1998 and 1999,
cash equivalents consist of money market funds.

    (E) DEFERRED CONTRACT REVENUE AND COSTS:

    The Company has billed owners and incurred mobilization costs on contracts
which have not yet commenced. These billings and costs have been deferred by the
Company and are included in the combined balance sheets under the following
captions: "Deferred contract revenue" and "Deferred construction costs."

    (F) BONDS SUBSTITUTED FOR RETAINAGE:

    Bonds substituted for retainage are classified as "available-for-sale" debt
securities. Securities classified as "available-for-sale" are carried in the
financial statements at fair value. Realized gains and losses, determined using
the "first-in, first-out" method, are included in earnings; unrealized holding
gains and losses are reported as a separate component of stockholders' equity.

    (G) INVESTMENT IN UNCOMBINED JOINT VENTURE:

    The investment in the uncombined joint venture is accounted for using the
equity method.

    (H) USE OF ESTIMATES:

    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

    (I) INCOME TAXES:

    Deferred taxes are recognized for temporary differences between the basis of
assets and liabilities for financial statement and income tax purposes. The
temporary differences relate to the bases of depreciation for financial
reporting and income tax reporting. Deferred taxes are also recognized for
certain unbilled amounts that will be taxable when billed. The deferred taxes
represent the future tax return consequences of those differences which will
either be taxable or deductible when the assets and liabilities are recovered or
settled.

                                     F-9-9

                      FELIX EQUITIES, INC. AND AFFILIATES

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                 YEARS ENDED SEPTEMBER 30, 1997, 1998 AND 1999

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

(3) ACCOUNTS RECEIVABLE AND RETAINAGE:

    (A) UNBILLED RECEIVABLES:

    Unbilled receivables arise when amounts cannot be billed under the terms of
the contracts but are recoverable from customers upon various measures of
performance such as quantities, costs incurred and time schedules or from
routine lags in billing (for example, work completed in one month but not billed
until the next month pursuant to the contract terms.) Unbilled receivables also
include amounts expected to be collected on final requisitions on completed
contracts. Accounts receivable at September 30, 1998 and 1999 includes unbilled
receivables of $5,570 and $4,600, respectively. Unbilled receivables at
September 30, 1999 are expected to be collected within one year.

    (B) RETAINAGE RECEIVABLE/PAYABLE:

    The retained contract receivables include approximately $1,679 and $1,634,
at September 30, 1998 and 1999, respectively, that are not collectible within
one year.

    The retained contract payables include approximately $353 and $646, at
September 30, 1998 and 1999, respectively, that are not payable within one year.

(4) BONDS SUBSTITUTED FOR RETAINAGE:

    Municipal bonds, with an aggregate fair value of $3,230 and $4,166, have
been substituted in lieu of $3,215 and $3,770 of retainage at September 30, 1998
and 1999, respectively. The fair value of the bonds approximates cost basis at
both September 30, 1998 and 1999. These securities are held in trust at various
banks, pending final approval on the specific contracts, and release of the
retainage. The Company receives all investment income pertaining to these
securities.

    For the year ended September 30, 1998 and 1999, there were no gross realized
gains or losses pertaining to marketable securities.

    At September 30, 1998, the municipal bonds (at fair value) mature as
follows:



    WITHIN 1 YEAR       1-5 YEARS   AFTER 5 YEARS    TOTAL
- ---------------------   ---------   -------------   --------
                                           
       $1,409            $1,821       $      --      $3,230
       ======            ======       =========      ======


    At September 30, 1999, the municipal bonds (at fair value) mature as
follows:



    WITHIN 1 YEAR       1-5 YEARS   AFTER 5 YEARS    TOTAL
- ---------------------   ---------   -------------   --------
                                           
       $1,229            $2,348         $589         $4,166
       ======            ======         ====         ======


                                     F-9-10

                      FELIX EQUITIES, INC. AND AFFILIATES

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                 YEARS ENDED SEPTEMBER 30, 1997, 1998 AND 1999

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

(5) CONTRACTS IN PROGRESS:

    Information with respect to contracts in progress as of September 30, 1998
and 1999 is as follows:



                                                                1998       1999
                                                              --------   --------
                                                                   
Expenditures on uncompleted contracts.......................  $104,882   $184,080
Estimated earnings thereon..................................    11,148     17,768
                                                              --------   --------
                                                               116,030    201,848
Less billings applicable thereto............................   114,715    197,516
                                                              --------   --------
                                                              $  1,315   $  4,332
                                                              ========   ========
Included in the accompanying combined balance sheets under
  the following captions:
  Costs and estimated earnings in excess of billings on
    uncompleted contracts...................................  $  3,579   $  8,920
  Billings in excess of costs and estimated earnings on
    uncompleted contracts...................................    (2,264)    (4,588)
                                                              --------   --------
                                                              $  1,315   $  4,332
                                                              ========   ========


(6) EQUITY IN UNCOMBINED JOINT VENTURE:

    The Company has a 50% interest in an uncombined joint venture. The other
partner in the joint venture is Prima Paving Corp. Both the Company and the
co-venturer participate in the project, which is under joint general management.
As of September 30, 1999, the project was substantially complete. The investment
in uncombined joint venture is included in the combined balance sheets under the
caption "Prepaid expenses and other assets". At September 30, 1998 and 1999,
this investment totals $90 and $24, respectively.

(7) RELATED PARTY TRANSACTIONS:

    (A) DUE FROM AFFILIATES:

    At September 30, 1998 and 1999, the Company had loans receivable from
entities affiliated by common ownership interest in the amount of $0 and $391,
respectively. The loans are noninterest bearing.

    (B) LOANS PAYABLE--AFFILIATE:

    At September 30, 1998 and 1999, the Company had loans payable to an entity
affiliated by common ownership interest in the amount of $111 and $0,
respectively. The loans are noninterest bearing.

    (C) LOANS PAYABLE--STOCKHOLDERS:

    The Company had loans payable to stockholders at September 30, 1998 and 1999
of $119 and $69, respectively. The loans are noninterest bearing.

                                     F-9-11

                      FELIX EQUITIES, INC. AND AFFILIATES

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                 YEARS ENDED SEPTEMBER 30, 1997, 1998 AND 1999

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

(8) CREDIT FACILITY:

    The Company has a line of credit agreement with a bank which provides for
borrowings of up to $7,000. Interest on borrowings is payable at the bank's
prime rate. The line expires on March 31, 2000 at which time all the remaining
principal and interest shall be due. Borrowings are personally guaranteed by
certain stockholders and collateralized by equipment. The agreement contains
certain financial covenants. As of September 30, 1998 and 1999, there were
outstanding borrowings of $0 and $5,468, respectively.

(9) OBLIGATIONS UNDER CAPITAL LEASE:

    During the year ended September 30, 1998, certain equipment was being leased
under arrangements which qualified as capital leases which expired June 1998.
The Company exercised the purchase option and these assets were reclassified as
owned equipment during the year ended September 30, 1999.

    At September 30, 1999, equipment and real property is being leased under
arrangements which qualify as capital leases expiring through June 2005.

    At September 30, 1998 and 1999, assets recorded under capital leases are as
follows:



                                                                1998       1999
                                                              --------   --------
                                                                   
Real property...............................................    $150       $150
Equipment...................................................     750        750
                                                                ----       ----
  Total equipment and real property.........................     900        900
Less accumulated amortization...............................      16         48
                                                                ----       ----
Net assets under capital leases.............................    $884       $852
                                                                ====       ====


    Amortization expense on leased equipment for the years ended September 30,
1997, 1998 and 1999 was $22, $40 and $32, respectively.

                                     F-9-12

                      FELIX EQUITIES, INC. AND AFFILIATES

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                 YEARS ENDED SEPTEMBER 30, 1997, 1998 AND 1999

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

(9) OBLIGATIONS UNDER CAPITAL LEASE: (CONTINUED)
    Future minimum lease payments under capital lease obligations together with
the present value of the net minimum lease payments at September 30, 1999 are as
follows:



YEAR ENDING
SEPTEMBER 30,                                                  AMOUNT
- -------------                                                 --------
                                                           
2000........................................................    $165
2001........................................................     168
2002........................................................     168
2003........................................................     168
2004........................................................     168
Thereafter..................................................      56
                                                                ----
  Total future minimum lease payments.......................     893
  Less amount representing interest.........................     191
                                                                ----
  Present value of net minimum lease payments...............     702
  Less current portion......................................     112
                                                                ----
                                                                $590
                                                                ====


(10) LONG-TERM DEBT:



                                                                1998       1999
                                                              --------   --------
                                                                   
Note payable, to a bank, due in monthly installments of $30,
  including interest at 7.05%, through July 1999,
  collateralized by equipment...............................   $  330     $    0
Mortgage payable due in monthly installments of $4, plus
  interest at prime plus 1 1/2%, through July 2001,
  collateralized by real property...........................      128         83
Notes payable, to a finance company, due in aggregate
  monthly installments of $83, including interest ranging
  from 4.13% to 8.27%, through July 2002, collateralized by
  equipment.................................................       --      1,343
Notes payable, to a former stockholder, due in monthly
  installments of $30, including interest at 7.5%, through
  October 2003, collateralized by a surety guaranty bond....    1,500      1,265
Notes payable, to a finance company, due in monthly
  installments of $41, including interest at 5.55%, through
  August 2003, collateralized by equipment..................       --      1,735
Notes payable, to a bank, due in aggregate monthly
  installments of $64, including interest ranging from 7.0%
  to 7.4%, respectively, through September 2000,
  collateralized by equipment...............................    1,558        707
                                                               ------     ------
                                                                3,516      5,133
Less current portion........................................    1,461      2,171
                                                               ------     ------
                                                               $2,055     $2,962
                                                               ======     ======


                                     F-9-13

                      FELIX EQUITIES, INC. AND AFFILIATES

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                 YEARS ENDED SEPTEMBER 30, 1997, 1998 AND 1999

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

(10) LONG-TERM DEBT: (CONTINUED)
    At September 30, 1999, aggregate maturities of long-term debt are as
follows:



YEAR ENDING
SEPTEMBER 30,                                                  AMOUNT
- -------------                                                 --------
                                                           
2000........................................................   $2,171
2001........................................................    1,195
2002........................................................      952
2003........................................................      785
2004........................................................       30
                                                               ------
                                                               $5,133
                                                               ======


(11) INCOME TAXES:

    Felix Equities, Inc., Felix General Contracting Inc., Felix Communications
Corp., Felix Asphalt of Florida, Inc. and Felix Equities of FLA, Inc. have
elected and the stockholders have consented, under the applicable provisions of
the Internal Revenue and New York State Franchise Tax Codes, to have the
Corporations report their income for Federal Corporation and New York State
Franchise Tax purposes as "S" corporations. The stockholders report their
respective shares of the net taxable income or loss in their personal tax
returns. Therefore, no provisions are made for Federal Corporation or New York
State Franchise taxes pertaining to the results of operations attributable to
these companies, except for the New York State tax on S corporations, when
applicable.

(12) STOCKHOLDERS' EQUITY:

    The combined financial statements reflect the following capital structures
at September 30, 1998 and 1999:



                                                                1998       1999
                                                              --------   --------
                                                                   
FELIX EQUITIES, INC.

Common stock, no par value; 200 shares authorized; 100
  shares issued; 85 shares outstanding......................   $   --    $    --
Retained earnings...........................................    1,807      4,650
                                                               ------    -------
                                                                1,807      4,650
Less treasury stock, at cost, 15 shares.....................      420        420
                                                               ------    -------
  Total stockholders' equity................................    1,387      4,230
                                                               ------    -------

FELIX INDUSTRIES, INC. AND SUBSIDIARY

Common stock, no par value; 100 shares authorized; 100
  shares issued; 85 shares outstanding......................      251        251
Retained earnings...........................................    8,042      7,877
                                                               ------    -------
                                                                8,293      8,128
Less treasury stock, at cost, 15 shares.....................    1,050      1,050
                                                               ------    -------
  Total stockholders' equity................................    7,243      7,078
                                                               ------    -------


                                     F-9-14

                      FELIX EQUITIES, INC. AND AFFILIATES

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                 YEARS ENDED SEPTEMBER 30, 1997, 1998 AND 1999

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

(12) STOCKHOLDERS' EQUITY: (CONTINUED)



                                                                1998       1999
                                                              --------   --------
                                                                   
FELIX GENERAL CONTRACTING INC.

Common stock, no par value; 200 shares authorized; 10 shares
  issued and outstanding....................................       --         --
Deficit.....................................................     (146)      (147)
                                                               ------    -------
  Total stockholders' deficiency............................     (146)      (147)
                                                               ------    -------

FELIX COMMUNICATIONS CORP.

Common stock, no par value; 200 shares authorized 100 shares
  issued; 85 shares outstanding.............................       --         --
Retained earnings...........................................      190        182
                                                               ------    -------
                                                                  190        182
Less treasury stock, at cost, 15 shares.....................       30         30
                                                               ------    -------
  Total stockholders' equity................................      160        152
                                                               ------    -------

FELIX ASPHALT OF FLORIDA, INC.

Common stock, no par value; 1000 shares authorized; 85
  shares issued and outstanding.............................       --         --
Deficit.....................................................      (54)      (577)
                                                               ------    -------
  Total stockholders' equity (deficiency)...................      (54)      (577)
                                                               ------    -------

FELIX EQUITIES OF FLA., INC.

Common stock, no par value; 1,000 shares authorized; 85
  shares issued and outstanding.............................       --         --
                                                               ------    -------
  Total stockholders' equity................................       --         --
                                                               ------    -------
  Total combined stockholders' equity.......................   $8,590    $10,736
                                                               ======    =======


    During the year ended September 30, 1998, the Company purchased shares of
common stock from a former stockholder for $1,500.

(13) COMMITMENTS AND CONTINGENCIES:

    (A) LITIGATION:

    The Company is a defendant in several litigation proceedings for work
performed on various contracts. The Company believes the claims against them are
without merit and intends to defend them vigorously. Outside counsel has advised
the Company that, at the present state of the proceedings, they cannot offer an
opinion as to the probable outcomes of the claims. The amount of loss, if any,
related to these claims cannot be reliably estimated.

    The Company is also a defendant in several personal injury claims. The
actions are being defended by the Company's insurance carriers and the ultimate
outcome is uncertain at this time. Management believes that the Company's
insurance coverage is adequate to cover any potential loss as a result of these
claims.

                                     F-9-15

                      FELIX EQUITIES, INC. AND AFFILIATES

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                 YEARS ENDED SEPTEMBER 30, 1997, 1998 AND 1999

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

(13) COMMITMENTS AND CONTINGENCIES: (CONTINUED)
    (B) PERFORMANCE BONDS:

    The Company is contingently liable to a surety under a general indemnity
agreement. The Company agrees to indemnify the surety for any payments made on
contracts of suretyship, guaranty or indemnity. Management believes that all
contingent liabilities will be satisfied by the Company's performance on the
specific bonded contracts involved.

    (C) OPERATING LEASES:

    The Company leases equipment under noncancelable operating leases expiring
through July 2002. Future minimum lease payments required under the lease
obligations at September 30, 1999 are as follows:



YEAR ENDING
SEPTEMBER 30,                                                  AMOUNT
- -------------                                                 --------
                                                           
2000........................................................   $1,864
2001........................................................    1,709
2002........................................................    1,332
2003........................................................      542
                                                               ------
                                                               $5,447
                                                               ======


    Lease expense charged to operations for the years ended September 30, 1998
and 1999 was approximately $93 and $989, respectively.

(14) CONCENTRATION RISKS:

    (A) CONCENTRATION OF CREDIT RISK:

    Financial instruments, which potentially expose the Company to
concentrations of credit risk, consist primarily of cash and cash equivalents
and trade accounts and retainage receivables.

    The Company maintains its cash and cash equivalents in accounts which exceed
Federally insured limits. The Company limits its credit risk by selecting
financial institutions considered to be highly creditworthy.

    Trade accounts and retainage receivables are due from customers located in
the New York metropolitan area and Florida. The Company does not require
collateral in most cases, but may file claims against the construction project
if a default in payment occurs.

    (B) LABOR CONCENTRATIONS:

    The Company's direct labor is supplied primarily by unions which have
collective bargaining agreements expiring at various times through May 2003.
Although the Company's past experience was favorable with respect to resolving
conflicting demands with these unions, it is always possible that a protracted
conflict may occur which could impact the renewal of the collective bargaining
agreements.

                                     F-9-16

                      FELIX EQUITIES, INC. AND AFFILIATES

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

                 YEARS ENDED SEPTEMBER 30, 1997, 1998 AND 1999

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

(14) CONCENTRATION RISKS: (CONTINUED)
    (C) CUSTOMERS:

    The Company obtains its work primarily through a competitive bid process.
This may result in the Company earning a substantial portion of its revenue from
relatively few customers in any given year. During the years ended
September 30, 1998 and 1999, the Company earned approximately 30% and 25% of its
revenues from a utility company, respectively.

(15) 401(K) PROFIT-SHARING PLAN:

    The Company sponsors a 401(k) Profit-Sharing Plan which covers substantially
all eligible non-union employees. The Company matches employee contributions up
to 4% of the participants annual compensation. For the years ended
September 30, 1997, 1998 and 1999, employer contributions charged to operations
were $100, $116 and $80, respectively.

(16) MULTIEMPLOYER PENSION PLANS:

    The Company made contributions during the years ended September 30, 1997,
1998 and 1999 and to multiemployer pension plans that cover its various union
employees. These plans provide benefits based on union members' earnings and
periods of coverage under the respective plans. Contributions were approximately
$1,900, $2,000 and $2,330 for the years ended September 30, 1997, 1998 and 1999,
respectively. However, in the event of plan terminations or company withdrawal
from the plans, the Company may be liable for a portion of the plans' unfunded
vested benefits, the amounts of which, if any, have not been determined.

(17) BACKLOG:

    Backlog represents the amount of revenue the Company expects to realize from
work to be performed on uncompleted contracts in progress at the year end and
from contractual agreements on work which has not commenced. Backlog consists of
the following:

                                                           
Estimated revenue to be recognized from:
  Uncompleted contracts in progress.........................  $    114,210
  Contracts on which work has not commenced.................        50,444
                                                              ------------
    Total...................................................  $    164,654
                                                              ============



(18) RECLASSIFICATIONS:

    Certain items in the 1997 and 1998 financial statements were reclassified to
conform to the 1999 presentation. The reclassifications had no material effect
on working capital or net income as previously reported.

                                     F-9-17

                       FELIX EQUITY INC., AND AFFILIATES

                       CONDENSED COMBINED BALANCE SHEETS

                             JUNE 30, 1999 AND 2000

                                  (UNAUDITED)

                                 (IN THOUSANDS)



                                                                    JUNE 30
                                                              -------------------
                                                                1999       2000
                                                              --------   --------
                                                                   
ASSETS:
Current assets:
  Cash and cash equivalents.................................  $ 2,156    $ 1,973
  Marketable securities.....................................       --         --
  Accounts receivable, net of allowance for.................       --         --
    doubtful accounts.......................................   19,708     25,202
  Retainage receivable......................................    6,494     10,781
  Bonds substituted for retainage...........................    2,413      3,642
  Cost and estimated earnings in excess of..................       --         --
    billings on uncompleted contracts.......................    7,805     14,285
  Inventory.................................................       --        173
  Prepaid expenses and other current assets.................      250        874
                                                              -------    -------
      Total current assets..................................   38,826     56,930
                                                              -------    -------
Property and equipment, net.................................    8,699     11,199
                                                              -------    -------
Other assets:
  Loans receivable--officers................................      460         21
  Due from affiliates.......................................      183         --
  Deferred financing costs..................................        4          2
  Deposits..................................................      174        185
                                                              -------    -------
  Total other assets........................................      821        208
                                                              -------    -------
  Total assets..............................................  $48,346    $68,337
                                                              =======    =======
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities
  Note payable--bank........................................  $ 4,000    $ 5,615
  Current portion of long-term debt.........................    2,092      1,610
  Obligation under capital lease, current...................      108        117
  Accounts payable and accrued expenses.....................   17,616     20,660
  Billings in excess of costs and estimated earnings on
    uncompleted contracts...................................    7,140      4,430
  Due to affiliates.........................................       --         10
  Retainage payable.........................................    1,833      3,611
  Fringe benefits and payroll taxes payable.................    3,320      1,967
  Income taxes payable......................................    3,789      4,321
  Accrued loss on uncompleted contracts.....................      259        584
                                                              -------    -------
        Total current liabilities...........................   40,157     42,925
Long-term debt, net of current portion......................    1,859      2,744
Obligation under capital lease, net of current..............      692        575
                                                              -------    -------
        Total liabilities...................................   42,708     46,244
                                                              -------    -------
STOCKHOLDERS' EQUITY:
  Common stock..............................................      251        251
  Additional paid in capital................................       --        625
  Retained earnings.........................................    6,887     22,717
                                                              -------    -------
                                                                7,138     23,593
  Less: Treasury stock......................................   (1,500)    (1,500)
                                                              -------    -------
  Total stockholders equity.................................    5,638     22,093
                                                              -------    -------
  Total liabilities and stockholders' equity................  $48,346    $68,337
                                                              =======    =======


              See notes to condensed combined financial statements

                                     F-9-18

                       FELIX EQUITY INC., AND AFFILIATES

                  CONDENSED COMBINED STATEMENTS OF OPERATIONS

                    NINE MONTHS ENDED JUNE 30, 1999 AND 2000

                                  (UNAUDITED)

                                 (IN THOUSANDS)



                                                                    JUNE 30
                                                              -------------------
                                                                1999       2000
                                                              --------   --------
                                                                   
Contract revenue............................................  $96,590    $159,979

Cost of revenue.............................................   93,051     139,526
                                                              -------    --------
Gross profit................................................    3,539      20,453
General and administrative expenses.........................    7,108       4,925
                                                              -------    --------
Income (loss) from operations...............................   (3,569)     15,528
                                                              -------    --------
Other income (expense):
  Interest income...........................................      119         188
  Interest expense..........................................     (358)       (824)
  Other--net................................................       69          82
                                                              -------    --------
                                                                 (170)       (554)
                                                              -------    --------
Income (loss) before income taxes (benefit).................   (3,739)     14,974
                                                              -------    --------
Provision (benefit) for income taxes........................     (786)        105
                                                              -------    --------
  Net income (loss).........................................  $(2,953)   $ 14,869
                                                              =======    ========


              See notes to condensed combined financial statements

                                     F-9-19

                       FELIX EQUITY INC., AND AFFILIATES

                  CONDENSED COMBINED STATEMENTS OF CASH FLOWS

                    NINE MONTHS ENDED JUNE 30, 1999 AND 2000

                                  (UNAUDITED)

                                 (IN THOUSANDS)



                                                                    JUNE 30
                                                              --------------------
                                                                1999       2000
                                                              --------   ---------
                                                                   
Cash provided by (used to):
Operating activities:
  Contract revenue..........................................  $ 93,208   $ 151,928
  Contract costs............................................   (87,582)   (139,933)
                                                              --------   ---------
    Net cash provided by contracts..........................     5,626      11,995

  General and administrative................................    (5,766)     (4,962)
  Interest received.........................................       119         188
  Other, net................................................        94           8
  Interest paid.............................................      (358)       (824)
  Income taxes paid.........................................      (154)       (196)
                                                              --------   ---------
    Net cash provided by (used in) operating activities.....      (439)      6,209
                                                              --------   ---------
Investing activities:
  Capital expenditures......................................    (4,217)     (2,312)
  Proceeds from sale of fixed assets........................        88         227
  Purchase of marketable securities--retainage bonds........      (388)        (57)
  Proceeds from sale/maturity of marketable
    securities--retainage bonds.............................     1,205         587
  Advances (to) repayments from affiliates..................      (294)        401
                                                              --------   ---------
    Net cash used in investing activities...................    (3,606)     (1,154)
                                                              --------   ---------
Financing activities:
  Net advances from note payable--bank......................     4,000         147
  Proceeds from issuance of long-term debt..................     2,197       1,154
  Principal payments on long-term debt......................    (1,761)     (1,932)
  Principal payments on obligations under capital leases....       (53)        (11)
  Shareholders contributions................................        --         625
  Distributions to shareholders.............................        --      (4,138)
  Net loan repayments to stockholders.......................      (577)        (92)
                                                              --------   ---------
    Net cash provided by (used in) financing activities.....     3,806      (4,247)
                                                              --------   ---------
Net increase (decrease) in cash and cash equivalents........      (239)        808
Cash and cash equivalents, beginning of period..............     2,395       1,165
                                                              --------   ---------
Cash and cash equivalents, end of period....................  $  2,156   $   1,973
                                                              ========   =========


              See notes to condensed combined financial statements

                                     F-9-20

                       FELIX EQUITY INC., AND AFFILIATES

                  CONDENSED COMBINED STATEMENTS OF CASH FLOWS

                    NINE MONTHS ENDED JUNE 30, 1999 AND 2000

                                  (CONCLUDED)

                                  (UNAUDITED)
                                 (IN THOUSANDS)



                                                                    JUNE 30
                                                              -------------------
                                                                1999       2000
                                                              --------   --------
                                                                   
Reconciliation of net income (loss) to net cash provided by
  (used in) operating activities:
        Net income (loss)...................................  $(2,953)   $14,869
                                                              -------    -------
Adjustments to reconcile net income (loss) to net cash
  provided by (used in) operating activities:
Depreciation and amortization...............................    1,543      1,812
Gain on sale of fixed assets................................      (65)       (74)
Changes in assets (increase) decrease:
  Accounts receivable.......................................   (1,369)     2,079
  Retainage receivable......................................   (2,663)    (4,609)
  Costs and estimated earnings in excess of billings on
    uncompleted contracts...................................   (4,226)    (5,365)
  Deferred construction costs...............................      376        533
  Prepaid expenses..........................................      128       (506)
  Deposits..................................................      359        (54)
Changes in liabilities increase (decrease):
  Accounts payable and accrued expenses.....................    5,884     (3,036)
  Retainage payable.........................................      204      1,454
  Deferred revenue..........................................   (1,442)       (55)
  Billings in excess of costs and estimated earnings on
    uncompleted contracts...................................    4,876       (158)
  Fringe benefits and payroll taxes payable.................     (515)    (1,173)
  Accrued loss on uncompleted contracts.....................      259        584
  Income taxes payable......................................     (835)       (92)
                                                              -------    -------
      Total adjustments.....................................    2,514     (8,660)
                                                              -------    -------
      Net cash provided by (used in) operating activities...  $  (439)   $ 6,209
                                                              =======    =======


              See notes to condensed combined financial statements

                                     F-9-21

                       FELIX EQUITY INC., AND AFFILIATES

                NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

                    NINE MONTHS ENDED JUNE 30, 1999 AND 2000

                                  (UNAUDITED)

(1) INTERIM FINANCIAL STATEMENTS:

    In the opinion of the Company's management, the accompanying condensed
    combined financial statements contain all adjustments (consisting of only
    normal recurring accruals) necessary to present fairly the financial
    position of the Company as of June 30, 1999 and 2000 and the results of
    operations and cash flows for the nine month periods ended June 30, 1999 and
    2000. Because of the possible fluctuations in the marketplace in the
    construction industry, operating results of the company on a nine month
    basis may not be indicative of operating results for the full year.

(2) CONTINGENCIES:

    The Company is not aware of any pending or threatened legal proceedings
    which could have a material adverse effect on its financial position or
    results of operations.

(3) SUBSEQUENT EVENT:

    On August 3, 2000, the Company's Stockholders sold their entire ownership
    interests to Linc.Net, Inc.

                                     F-9-22

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
InterCon Construction, Inc.
Madison, Wisconsin

We have audited the accompanying balance sheets of InterCon Construction, Inc.
as of January 2, 1999 and January 1, 2000, and the related statements of income,
changes in components of stockholders' equity, and cash flows for the fiscal
years then ended. These financial statements are the responsibility of the
company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of InterCon Construction, Inc. as
of January 2, 1999 and January 1, 2000, and the results of its operations and
its cash flows for the fiscal years then ended in conformity with accounting
principles generally accepted in the United States.

                                          VIRCHOW, KRAUSE & COMPANY, LLP

Madison, Wisconsin
February 23, 2000

                                     F-10-1

                          INTERCON CONSTRUCTION, INC.

                                 BALANCE SHEETS

                      JANUARY 2, 1999 AND JANUARY 1, 2000

                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)



                                                              JANUARY 2, 1999   JANUARY 1, 2000
                                                              ---------------   ---------------
                                                                          
                                            ASSETS
CURRENT ASSETS
  Cash and cash equivalents.................................      $   571           $    66
  Contracts receivable......................................        3,460             6,887
  Contracts retainage receivable............................          116                49
  Contracts receivable--unbilled............................          132                70
  Other receivable..........................................           --                37
  Inventory.................................................           17                24
  Prepaid expenses..........................................          123               122
                                                                  -------           -------
    Total Current Assets....................................        4,419             7,255
                                                                  -------           -------
NET PROPERTY AND EQUIPMENT..................................        6,244             8,004
                                                                  -------           -------
OTHER ASSETS................................................          135               140
                                                                  -------           -------
      TOTAL ASSETS..........................................      $10,798           $15,399
                                                                  =======           =======

                             LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Current portion of long-term debt.........................      $   235           $ 1,161
  Trade payables............................................          819             2,001
  Retainage payable.........................................           --               215
  Accrued wages.............................................          117               115
  Accrued benefits..........................................          355               486
  Accrued taxes.............................................           78                72
  Other accrued expenses....................................           28                40
                                                                  -------           -------
    Total Current Liabilities...............................        1,632             4,090
                                                                  -------           -------
LONG-TERM DEBT..............................................        3,668             3,442
                                                                  -------           -------
    Total Liabilities.......................................        5,300             7,532
                                                                  -------           -------
STOCKHOLDERS' EQUITY
  Common stock (no par value; 10,000 shares authorized, 410
    shares issued and outstanding)..........................          412               412
  Other comprehensive income................................           18                16
  Retained earnings.........................................        5,068             7,439
                                                                  -------           -------
    Total Stockholders' Equity..............................        5,498             7,867
                                                                  -------           -------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY............      $10,798           $15,399
                                                                  =======           =======


                See accompanying notes to financial statements.

                                     F-10-2

                          INTERCON CONSTRUCTION, INC.

                              STATEMENTS OF INCOME

         FOR THE FISCAL YEARS ENDED JANUARY 2, 1999 AND JANUARY 1, 2000

                             (AMOUNTS IN THOUSANDS)



                                                              JANUARY 2, 1999   JANUARY 1, 2000
                                                              ---------------   ---------------
                                                                          
CONTRACT REVENUE EARNED.....................................      $24,001           $39,157

COST OF CONTRACT REVENUE EARNED.............................       20,724            32,453
                                                                  -------           -------

    Gross Profit............................................        3,277             6,704

GENERAL AND ADMINISTRATIVE EXPENSES.........................        2,127             2,849
                                                                  -------           -------

Operating Income............................................        1,150             3,855

OTHER INCOME (EXPENSE)
    Interest and dividend income............................            4                 4
    Interest expense........................................         (329)             (373)
    Gain (Loss) on sale of equipment........................           --                80
                                                                  -------           -------
    Other Income (Expense)..................................         (325)             (289)
                                                                  -------           -------

      NET INCOME............................................      $   825           $ 3,566
                                                                  =======           =======


                See accompanying notes to financial statements.

                                     F-10-3

                          INTERCON CONSTRUCTION, INC.

          STATEMENTS OF CHANGES IN COMPONENTS OF STOCKHOLDERS' EQUITY

         FOR THE FISCAL YEARS ENDED JANUARY 2, 1999 AND JANUARY 1, 2000

                             (AMOUNTS IN THOUSANDS)



                                                                        ACCUMULATED
                                                                           OTHER
                                               COMMON     RETAINED     COMPREHENSIVE
                                               STOCK      EARNINGS     INCOME (LOSS)      TOTAL
                                              --------   -----------   -------------   -----------
                                                                           
BALANCES, JANUARY 3, 1998...................  $    412   $     4,807      $    --      $     5,219

  Comprehensive Income
    Net income--fiscal year ended January 2,
      1999..................................        --           825           --              825
    Change in net unrealized gain (loss) on
      available for sale securities, net of
      reclassification adjustment...........        --            --           18               18
                                                                                       -----------
      Total Comprehensive Income............                                                   843
                                                                                       -----------

Distributions paid--fiscal year ended
  January 2, 1999...........................        --          (564)          --             (564)
                                              --------   -----------      -------      -----------

BALANCES, JANUARY 2, 1999...................       412         5,068           18            5,498

  Comprehensive Income
    Net income--fiscal year ended January 1,
      2000..................................        --         3,566           --            3,566
    Change in net unrealized gain (loss) on
      available for sale securities, net of
      reclassification adjustment...........        --            --           (2)              (2)
                                                                                       -----------
      Total Comprehensive Income............                                                 3,564
                                                                                       -----------

Distributions paid--fiscal year ended
  January 1, 2000...........................        --        (1,195)          --           (1,195)
                                              --------   -----------      -------      -----------

BALANCES, JANUARY 1, 2000...................  $    412   $     7,439      $    16      $     7,867
                                              ========   ===========      =======      ===========


                See accompanying notes to financial statements.

                                     F-10-4

                          INTERCON CONSTRUCTION, INC.

                            STATEMENTS OF CASH FLOWS

         FOR THE FISCAL YEARS ENDED JANUARY 2, 1999 AND JANUARY 1, 2000

                             (AMOUNTS IN THOUSANDS)



                                                              JANUARY 2, 1999   JANUARY 1, 2000
                                                              ---------------   ---------------
                                                                          
CASH FLOWS FROM OPERATING ACTIVITIES
  Cash received from customers..............................   $     23,307      $     35,816
  Cash paid to suppliers and employees......................        (21,155)          (32,047)
  Interest paid.............................................           (329)             (369)
  Interest and dividends received...........................              4                 4
                                                               ------------      ------------
    Net Cash From Operating Activities......................          1,827             3,404
                                                               ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from sale of equipment...........................             28                99
  Capital expenditures......................................         (1,596)           (2,558)
                                                               ------------      ------------
    Net Cash From Investing Activities......................         (1,568)           (2,459)
                                                               ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Cash used to retire debt..................................        (21,095)          (32,130)
  Proceeds from issuance of debt............................         21,923            31,875
  Distributions paid........................................           (564)           (1,195)
                                                               ------------      ------------
    Net Cash From Financing Activities......................            264            (1,450)
                                                               ------------      ------------
      NET CHANGE IN CASH AND CASH EQUIVALENTS...............            523              (505)

  CASH AND CASH EQUIVALENTS--Beginning of Fiscal Year.......             48               571
                                                               ------------      ------------

    CASH AND CASH EQUIVALENTS--END OF FISCAL YEAR...........   $        571      $         66
                                                               ============      ============

RECONCILIATION OF NET INCOME TO NET CASH FROM OPERATING
  ACTIVITIES
  Net income................................................   $        825      $      3,566
  Adjustments to reconcile net income to net cash from
    operating activities
    Noncash items included in income
      Depreciation and amortization.........................          1,494             1,733
      Increase in cash surrender value of life insurance....             (7)               (6)
      (Gain) loss on sale of equipment......................             --               (80)

    Changes in noncash components of working capital
      Change in contracts receivable........................           (783)           (3,360)
      Change in contracts receivable--unbilled..............             61                62
      Change in other receivables...........................             --               (37)
      Change in inventory...................................            (17)               (7)
      Change in prepaid expenses............................            (95)                1
      Change in trade payables..............................            281             1,182
      Change in retainage payable...........................             --               215
      Change in other accrued expenses......................             --                 6
      Change in accrued wages and benefits..................             68               129
                                                               ------------      ------------

        NET CASH FROM OPERATING ACTIVITIES..................   $      1,827      $      3,404
                                                               ============      ============


                See accompanying notes to financial statements.

                                     F-10-5

                          INTERCON CONSTRUCTION, INC.

                      STATEMENTS OF CASH FLOWS (CONTINUED)

         FOR THE FISCAL YEARS ENDED JANUARY 2, 1999 AND JANUARY 1, 2000

                             (AMOUNTS IN THOUSANDS)

NONCASH TRANSACTIONS

    During the years ended January 2, 1999 and January 1, 2000, the company
purchased equipment that was financed directly with the equipment dealer
totaling $475 and $954, respectively.

    During the year ended January 1, 2000, the company traded equipment and
fleet with an original cost of $146 and accumulated depreciation of $134.

                                     F-10-6

                          INTERCON CONSTRUCTION, INC.

                         NOTES TO FINANCIAL STATEMENTS

                      JANUARY 2, 1999 AND JANUARY 1, 2000

                             (AMOUNTS IN THOUSANDS)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    NATURE OF THE BUSINESS

    InterCon Construction, Inc. provides network installation services to
telecommunications and public utility industries in the Midwestern United
States, primarily in Wisconsin. The majority of the Company's services includes
projects performed under blanket unit-price contracts in excess of one year.

    USE OF ESTIMATES

    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

    CASH AND CASH EQUIVALENTS

    The Company considers all highly liquid debt instruments purchased with an
initial maturity of three months or less to be cash equivalents.

    INVESTMENTS

    Marketable equity securities are reported under Statements of Financing
Accounting Standards No. 115 which requires recognition of gains/losses on
securities held for trading purposes as current period earnings and recognition
of gains/losses on securities classified as available for sale as a separate
component to the equity section. The company considers all of their securities
to be available for sale. Marketable equity securities are included in other
assets.

    INVENTORY

    Inventory consists of materials and supplies. It is valued at the lower of
cost or market using the first-in, first-out method.

    PROPERTY AND EQUIPMENT

    Property and equipment are stated at cost. Major expenditures for property
and those which substantially increase their useful lives are capitalized.
Maintenance, repairs, and minor renewals are expensed as incurred. When assets
are retired resulting gains or losses are included in income.

    DEPRECIATION AND AMORTIZATION

    The Company provides for depreciation of property and equipment using annual
rates which are sufficient to amortize the cost of depreciable assets over their
estimated useful lives. The Company uses the straight-line method.

                                     F-10-7

                          INTERCON CONSTRUCTION, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                      JANUARY 2, 1999 AND JANUARY 1, 2000

                             (AMOUNTS IN THOUSANDS)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    Estimated useful lives are detailed as follows:



                                                               YEARS
                                                              --------
                                                           
Fleet.......................................................     5-7
Minor equipment.............................................    5-10
Equipment...................................................    5-10
Office furniture and fixtures...............................    3-10
Leasehold improvements......................................      20


    FISCAL YEAR

    The Company's fiscal year end is on the Saturday closest to December 31. The
fiscal years ended January 2, 1999 and January 1, 2000 are comprised of 52
weeks.

    METHOD OF ACCOUNTING FOR LONG-TERM CONSTRUCTION CONTRACTS

    The accompanying financial statements have been prepared using the
percentage-of-completion method of accounting and, therefore, take into account
the cost, estimated gross profit and revenue to date on contracts not yet
completed.

    The amount of revenue recognized at the statement date is the portion of the
total units of lines installed to date to the anticipated final total units to
be installed on a project. In all circumstances, the revenue recognized is not
related to the progress billings to customers.

    Contract costs includes all direct labor and benefits, materials,
subcontract costs, and allocations of indirect construction costs. General and
administrative costs are charged to expense as incurred.

    If long-term contracts extend over one or more years, revisions in estimates
of total cost and gross profit during the course of the work are reflected in
the current accounting period.

    At the time a loss on a contract becomes known, the entire amount of the
estimated ultimate loss is recognized in the financial statements.

    Contracts which are substantially complete are considered closed for
financial statement purposes. Costs and estimated gross profit on contracts in
progress in excess of billings (underbillings) are classified as current assets.
Amounts billed in excess of costs and estimated gross profit on contracts in
progress (overbillings) are classified as current liabilities.

    Assets and liabilities related to the long-term contracts are included in
current assets and current liabilities in the accompanying balance sheet, as
they will be liquidated in the normal course of the contract completion,
although this may require more than one year.

    ALLOWANCE FOR BAD DEBTS

    Contracts receivable have been adjusted for all known uncollectible
accounts. The Company uses the direct write-off method of accounting for
doubtful accounts.

                                     F-10-8

                          INTERCON CONSTRUCTION, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                      JANUARY 2, 1999 AND JANUARY 1, 2000

                             (AMOUNTS IN THOUSANDS)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    INCOME TAXES

    The Company with the consent of its stockholders, has elected to be an
S Corporation. In lieu of corporate income taxes, the stockholders of an S
Corporation are taxed on their proportionate share of the company's taxable
income. Therefore, no provision or liability for income taxes has been included.

    ADVERTISING

    The Company expenses costs of advertising at the time incurred. Advertising
expenses were $41 and $37 for the periods ended January 2, 1999 and January 1,
2000, respectively.

    RECLASSIFICATIONS

    Certain reclassifications have been made to prior year amounts to conform
with current year presentations. The reclassifications had no effect on net
income.

NOTE 2--NET PROPERTY AND EQUIPMENT

    Net property and equipment at the fiscal years ended consists of the
following:



                                                     JANUARY 2,    JANUARY 1,
                                                        1999          2000
                                                     -----------   -----------
                                                             
Fleet..............................................  $     6,979   $     8,613
Minor equipment....................................          336           385
Equipment..........................................        7,183         8,455
Office furniture and equipment.....................          164           169
Leasehold improvements.............................           55            55
                                                     -----------   -----------
  Total Property and Equipment.....................       14,717        17,677
Less: Accumulated depreciation.....................        8,473         9,673
                                                     -----------   -----------
  Net Property and Equipment.......................  $     6,244   $     8,004
                                                     ===========   ===========


                                     F-10-9

                          INTERCON CONSTRUCTION, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                      JANUARY 2, 1999 AND JANUARY 1, 2000

                             (AMOUNTS IN THOUSANDS)

NOTE 3--MARKETABLE EQUITY SECURITIES

    Securities held by the company include only marketable equity securities.
Following is a summary of equity securities classified as available for sale as
of the fiscal years ended January 2, 1999 and January 1, 2000:



                                                              1999       2000
                                                            --------   --------
                                                                 
Fair value................................................  $    46    $    44
Cost......................................................       28         28
                                                            -------    -------
  Total Gain..............................................  $    18    $    16
                                                            =======    =======
Gross unrealized holding gains--beginning of year.........  $    --    $    18
Gross unrealized holding gains (losses)--current year.....       18         (2)
                                                            -------    -------
  Net unrealized holding gain--end of year................  $    18    $    16
                                                            =======    =======


    Realized gains and losses are determined on the basis of the average cost of
all shares of such security held at the date of sale. During the fiscal years
ended January 2, 1999 and January 1, 2000, there were no sales of securities
classified as available for sale.

    During fiscal years ended January 2, 1999 and January 1, 2000, there were no
gross gains or losses included in operations resulting from transfers of
securities from the available for sale category into the trading category.

    Stockholders' equity for January 2, 1999 and January 1, 2000 includes
unrealized holding gain on securities available for sale of $18 and $16,
respectively.

NOTE 4--REVOLVING BUSINESS LOAN

    The Company has a $8,500 loan agreement with a bank that expires on
April 30, 2001. The credit limit is the combination of a revolving loans and
term loan options. The loan agreement allows the company to borrow funds as term
loans up to a total of $3,000. The revolving loans have interest payable monthly
and accrues at the bank's prime rate (8.5% at January 1, 2000) and at the LIBOR
rate plus 1.95 percent per annum (8.12% at January 1, 2000). The Company has a
term loan under this agreement as detailed in Note 5.

    The Company has outstanding balances on the revolving loans at January 2,
1999 and January 1, 2000 of $3,600 and $1,941, respectively. The note is secured
by equipment (excluding fleet vehicles). The Company is in compliance with all
loan covenants as of January 2, 1999 and January 1, 2000, respectively.

                                    F-10-10

                          INTERCON CONSTRUCTION, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                      JANUARY 2, 1999 AND JANUARY 1, 2000

                             (AMOUNTS IN THOUSANDS)

NOTE 5--LONG-TERM DEBT

    The company has the following long-term debt at the fiscal years ended:



                                                              JANUARY 2,   JANUARY 1,
                                                                 1999         2000
                                                              ----------   ----------
                                                                     
Note payable to bank with monthly installments of $62,
  including interest at 7.15%. The note is written as part
  of the Revolving Business Loan (see Note 4). The note is
  secured by equipment (excluding fleet). Final payment is
  due in June 2002..........................................         --    $    1,694
Notes payable to vendor with monthly installments of $50,
  including interest at various rates from 0% to 5.90%. The
  notes are secured by construction equipment. Final
  payments are due at various dates from April 2000 to July
  2002......................................................        282           801
Note payable to vendor with monthly installments of $4,
  including interest at .88%. The note is secured by
  construction equipment. The note was paid in full during
  the year ended January 1, 2000............................         21            --
Note payable to vendor with monthly installments of $7,
  including interest at 3.01%. The note is secured by
  construction equipment. Final payment is due October 25,
  2001......................................................         --           166
                                                               --------    ----------
  Totals....................................................        303         2,661
Less: Current portion.......................................        235         1,161
                                                               --------    ----------
    Long-Term Portion.......................................   $     68    $    1,500
                                                               ========    ==========


    Principal requirements on long-term debt and revolving business loans for
the fiscal year ending January 1, 2000 is as follows:

                                                           
December 30, 2000...........................................  $    1,161
December 29, 2001...........................................       3,024
December 28, 2002...........................................         418
                                                              ----------
  Total.....................................................  $    4,603
                                                              ==========



NOTE 6--LEASES

    The Company leases an office building, shop and equipment yard from a
related party. The related party has the same ownership as the company. The
lease term is for one year beginning on January 1, 2000 and continues in full
force and effect until six (6) months after either party gives notice of
termination. The required monthly payment is $30. The Company is obligated to
pay all taxes, repairs, utilities, insurance and related expenses on the
property.

    The Company entered into a lease agreement in October, 1998 for construction
equipment. The lease term is three years with annual installments of $116.

                                    F-10-11

                          INTERCON CONSTRUCTION, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                      JANUARY 2, 1999 AND JANUARY 1, 2000

                             (AMOUNTS IN THOUSANDS)

NOTE 6--LEASES (CONTINUED)
    The Company entered into a lease agreement in October, 1998 for construction
equipment. The lease term is five years with semi-annual installments of $64.

    The Company entered into a lease agreement in May, 1999 for construction
equipment. The lease term is three years with annual installments of $107.

    Total lease expense for the fiscal years ended January 2, 1999 and
January 1, 2000 was $536 and $839, respectively. Lease payments include $141 and
$360 paid to the related party for the fiscal years ended January 2, 1999 and
January 1, 2000, respectively.

    Future minimum lease payments are as follows:



                                                              JANUARY 1,
                                                                 2000
                                                              ----------
                                                           
December 30, 2000...........................................  $      711
December 29, 2001...........................................         351
December 28, 2002...........................................         235
January 3, 2004.............................................          68
                                                              ----------
  Total.....................................................  $    1,365
                                                              ==========


NOTE 7--RETIREMENT PLAN

    The Company has a contributory profit sharing plan covering all employees
who have completed at least two years of service and are not members of a
collective bargaining unit or other labor organization representing a group of
employees of the Company. The Company's contribution to the plan is
discretionary and determined by the board of directors. The Company's
contribution to the plan was $135 and $214 for the fiscal years ended
January 2, 1999 and January 1, 2000, respectively.

NOTE 8--CONCENTRATION OF RISK

    The Company maintains cash in bank deposit accounts which, at times, may
exceed federally insured limits. The Company has not experienced any losses in
such accounts. The Company believes they are not exposed to any significant
credit risks.

NOTE 9--PENSION PLANS

    The Company's union employees are covered by union-sponsored,
collectively-bargained, multi-employer pension plans. The Company contributed
and charged to expense approximately $981 and $1,230 for the fiscal years ended
January 2, 1999 and January 1, 2000, respectively. These contributions are
determined in accordance with the provisions of negotiated labor contracts and
generally are based on the number of hours worked. Information from the plans'
administrators is not available to permit the company to determine its share of
unfunded vested benefits, if any. The Company has no intention of withdrawing
from any of these plans nor is there any intention to terminate such plans.

                                    F-10-12

                          INTERCON CONSTRUCTION, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                      JANUARY 2, 1999 AND JANUARY 1, 2000

                             (AMOUNTS IN THOUSANDS)

NOTE 10--MAJOR CUSTOMERS

    For the fiscal years ended January 2, 1999 and January 1, 2000, the company
had several customers that accounted for more than 10% of the Company's revenue.
Management believes no significant risk is present under these arrangements due
to the strength and longevity of the customers. Revenue percentages from these
customers consisted of the following:



                                                          JANUARY 2,   JANUARY 1,
                                                             1999         2000
                                                          ----------   ----------
                                                                 
Customer A..............................................     22.0%        18.8%
Customer B..............................................     16.7%        21.2%
Customer C..............................................     15.5%        12.1%
Customer D..............................................     13.7%         6.6%
Customer E..............................................      7.7%        11.9%


                                    F-10-13

                          INDEPENDENT AUDITOR'S REPORT

To the Stockholders
InterCon Construction, Inc.
Madison, Wisconsin


    We have audited the accompanying balance sheet of InterCon
Construction, Inc. as of January 3, 1998 and the related statements of income,
stockholders' equity and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.


    We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of InterCon Construction, Inc.
as of January 3, 1998 and the results of its operations and its cash flows for
the year then ended in conformity with accounting principles generally accepted
in the United States.

/s/ McGladrey & Pullen, LLP

Madison, Wisconsin
February 13, 1998

                                    F-10-14

                          INTERCON CONSTRUCTION, INC.

                                 BALANCE SHEET

                                JANUARY 3, 1998

                        (IN THOUSANDS EXCEPT SHARE DATA)

                                                           
ASSETS

Current Assets
  Cash......................................................  $    48
  Contracts receivable......................................    2,793
  Costs in excess of billings on uncompleted contracts......      193
                                                              -------
        TOTAL CURRENT ASSETS................................    3,034
                                                              -------

Equipment and Leasehold Improvements........................   13,200
  Less accumulated depreciation and amortization............    7,505
                                                              -------
                                                                5,695
                                                              -------

Other Assets................................................      110
                                                              -------

                                                              $ 8,839
                                                              =======

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable..........................................  $   617
  Accrued wages.............................................       83
  Accrued benefits..........................................      321
                                                              -------
        TOTAL CURRENT LIABILITIES...........................    1,021
                                                              -------

Note Payable................................................    2,600
                                                              -------

Stockholders' Equity........................................
  Common stock, no par value; authorized--10,000 shares;
    issued and outstanding 410 shares; at amount paid-in....      412
Retained earnings...........................................    4,806
                                                              -------
                                                                5,218
                                                              -------

                                                              $ 8,839
                                                              =======



                       See Notes to Financial Statements.

                                    F-10-15

                          INTERCON CONSTRUCTION, INC.

                              STATEMENT OF INCOME

                       FISCAL YEAR ENDED JANUARY 3, 1998

                                 (IN THOUSANDS)

                                                           
Contract revenues earned....................................  $19,112

Cost of contract revenues earned............................   15,844
                                                              -------

        GROSS PROFIT........................................    3,268

Selling, general and administrative expenses................    2,164
                                                              -------

        OPERATING INCOME....................................    1,104
                                                              -------

Other income (expense):.....................................
  Interest and dividend income..............................        3
  Interest expense..........................................     (266)
  Gain on disposal of equipment.............................       33
                                                              -------
                                                                 (230)
                                                              -------

        NET INCOME..........................................  $   874
                                                              =======



                       See Notes to Financial Statements.

                                    F-10-16

                          INTERCON CONSTRUCTION, INC.

                       STATEMENT OF STOCKHOLDERS' EQUITY

                       FISCAL YEAR ENDED JANUARY 3, 1998

                                 (IN THOUSANDS)



                                                                 COMMON STOCK
                                                              -------------------   RETAINED
                                                               SHARES     AMOUNT    EARNINGS
                                                              --------   --------   --------
                                                                           
Balance, December 28, 1996..................................    410        $412      $4,697

  Net income................................................     --          --         874
  Distribution to shareholders..............................     --          --        (765)
                                                                ---        ----      ------

Balance, January 3, 1998....................................    410        $412      $4,806
                                                                ===        ====      ======


                       See Notes to Financial Statements.

                                    F-10-17

                          INTERCON CONSTRUCTION, INC.

                            STATEMENT OF CASH FLOWS

                       FISCAL YEAR ENDED JANUARY 3, 1998

                                 (IN THOUSANDS)

                                                           
Cash Flows From Operating Activities
  Net income................................................  $    874
  Adjustments to reconcile net income to net cash provided
    by operating activities:
    Depreciation and amortization...........................     1,387
    Gain on disposal of equipment...........................       (33)
    Increase in other assets................................       (15)
    Increase (decrease) from changes in:
      Contracts receivable..................................      (240)
      Costs in excess of billings on uncompleted
       contracts............................................       (71)
      Prepaid expenses......................................       127
      Accounts payable......................................       126
      Accrued wages.........................................        25
      Accrued benefits......................................       114
                                                              --------
        NET CASH PROVIDED BY OPERATING ACTIVITIES...........     2,294
                                                              --------

Cash Flows From Investing Activities
  Purchase of equipment.....................................    (2,300)
  Proceeds from disposal of equipment.......................        49
                                                              --------
        NET CASH USED IN INVESTING ACTIVITIES...............    (2,251)
                                                              --------

Cash Flows From Financing Activities
  Distribution to shareholders..............................      (765)
  Proceeds from note payable................................    12,154
  Payments on note payable..................................   (11,628)
                                                              --------
        NET CASH USED IN FINANCING ACTIVITIES...............      (239)
                                                              --------

        NET DECREASE IN CASH................................      (196)

Cash:
  Beginning.................................................       244
                                                              --------

  Ending....................................................  $     48
                                                              ========

Supplemental Disclosure of Cash Flow Information
  Cash payments for interest................................  $    280
                                                              ========



                       See Notes to Financial Statements.

                                    F-10-18

                          INTERCON CONSTRUCTION, INC.

                         NOTES TO FINANCIAL STATEMENTS

                           YEAR ENDED JANUARY 3, 1998

                                 (IN THOUSANDS)

NOTE 1--NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

    NATURE OF BUSINESS:  InterCon Construction, Inc. (Company) is engaged
predominantly in serving public utilities in the midwestern United States,
primarily in Wisconsin. The Company provides network installation services to
the telecommunications and public utility industries. The majority of the
Company's services includes projects performed under blanket unit-price
contracts in excess of one year. The remainder is work performed under
individual fixed-fee contracts. Contract revenues earned from four customers
comprised approximately 73 percent of the total revenues earned for the year
ended January 3, 1998.

    A summary of the Company's significant accounting policies follows:

    FISCAL YEAR:  The Company's fiscal year ends on the Saturday nearest
December 31. The fiscal year ended January 3, 1998 is comprised of 53 weeks.

    REVENUE AND COST RECOGNITION:  Revenues from projects under unit-price
contracts and fixed-fee contracts are recognized on the percentage of completion
method, measured by the total units (feet) of transmission and distribution
lines installed to date to total units to be installed on the project. This
method is used because management considers units installed to be the best
available measure of progress on projects.

    Contract costs include all direct material (almost all material is supplied
by the customers) and labor costs and those indirect costs related to project
performance, such as indirect labor, supplies, tools, repairs, and depreciation
and amortization. Selling, general and administrative costs are charged to
expense as incurred. Provisions for estimated losses on uncompleted contracts
are made in the period in which such losses are determined, and claims are
recorded when received. Changes in project performance, project conditions and
estimated profitability may result in revisions to costs and income and are
recognized in the period in which the revisions are determined.

    The asset, "costs and estimated earnings on uncompleted contracts,"
represents revenues on projects in process less estimated costs for ground
restoration work to be performed in the spring. Generally, projects are billed
only upon completion of the project, in accordance with contract terms. There
were no billings on uncompleted contracts at January 3, 1998.

    FAIR VALUE OF FINANCIAL INSTRUMENTS:  The financial statements include the
following financial instruments and the methods and assumptions used in
estimating their fair value: for cash, the carrying amount is fair value; for
accounts receivable and accounts payable, the carrying amounts approximate their
fair values due to the short-term nature of these instruments; and for the note
payable, the carrying amount approximates fair value because the interest rate
fluctuates with the lending banks' prime rate. No separate comparison of fair
values versus carrying value is presented for the aforementioned financial
instruments since their fair values are not significantly different from their
balance sheet carrying amounts. In addition, the aggregate fair values of the
financial instruments would not represent the underlying value of the Company.

    EQUIPMENT AND LEASEHOLD IMPROVEMENTS:  Equipment and leasehold improvements
are stated at cost. Depreciation of equipment is provided over the estimated
useful lives (5-10 years) of the respective assets, principally on the
straight-line method. Leasehold improvements are amortized over the shorter of
the term of the lease or their estimated useful lives.

                                    F-10-19

                          INTERCON CONSTRUCTION, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           YEAR ENDED JANUARY 3, 1998

                                 (IN THOUSANDS)

NOTE 1--NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    USE OF ESTIMATES:  The preparation of financial statements requires
management to make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes. Actual results could differ
from those estimates.

NOTE 2--EQUIPMENT AND LEASEHOLD IMPROVEMENTS

    Equipment and leasehold improvements consist of the following at January 3,
1998:

                                                           
Vehicles....................................................  $     6,333
Equipment...................................................        6,513
Minor equipment.............................................          314
Office equipment............................................           35
Leasehold improvements......................................            5
                                                              -----------
                                                                   13,200
Less accumulated depreciation and amortization..............        7,505
                                                              -----------
                                                              $     5,695
                                                              ===========



NOTE 3--NOTE PAYABLE

    The Company has a $6,000 master business note agreement with M&I Madison
Bank that expires April 30, 1999. The note is secured by equipment (excluding
fleet). Interest on amounts borrowed against this note is at the bank's prime
rate (8.5 percent at January 3, 1998) or the LIBOR rate plus 2.1 percent fixed
for the period of the specific advance (30-180 days). There are no compensating
balance requirements. The Company had outstanding borrowings against the note of
$2,600 at January 3, 1998. The outstanding borrowings consist of $1,600 at the
bank's prime rate and $1,000 at the LIBOR rate plus 2.1 percent. The entire
unpaid balance at January 3, 1998 is due April 30, 1999.

    The note agreement contains various restrictive covenants with respect to
the Company, including maintaining a certain net worth ratio, a certain debt to
equity ratio, and a balance of no more than $3,000 under the maximum credit
limit ($6,000 at January 3, 1998) for a period of 15 consecutive days. The
Company was in compliance with these covenants at January 3, 1998.

    At the Company's option, up to $3,000 of the note may be converted to term
loan(s) of three years or less. Interest on term loan(s) is at the bank's prime
rate floating or the average three-year treasury plus 2.35 percent fixed for the
term of the loan (Company's option). Collateral on the term loan(s) is the same
as the line of credit. There were no outstanding term loans at January 3, 1998.

NOTE 4--PROFIT SHARING PLAN

    The Company has a contributory profit sharing plan covering all employees
who have completed at least two years of service and are not members of a
collective bargaining unit or other labor organization representing a group of
employees of the Company. The Company's contribution to the plan is
discretionary and determined by the Board of Directors. The Company's
contribution to the plan was approximately $176 for the fiscal year ended
January 3, 1998.

                                    F-10-20

                          INTERCON CONSTRUCTION, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           YEAR ENDED JANUARY 3, 1998

                                 (IN THOUSANDS)

NOTE 5--PENSION PLANS

    The Company's union employees are covered by union-sponsored,
collectively-bargained, multi-employer pension plans. The Company contributed
and charged to expense approximately $794 for the fiscal year ended January 3,
1998. These contributions are determined in accordance with the provisions of
negotiated labor contracts and generally are based on the number of hours
worked. Information from the plans' administrators is not available to permit
the Company to determine its share of unfunded vested benefits, if any. The
Company has no intention of withdrawing from any of these plans nor is there any
intention to terminate such plans.

NOTE 6--OPERATING LEASES AND RELATED PARTY TRANSACTIONS

    The Company entered into a four-year lease in January 1996 for a directional
boring machine. The lease payments are $215 annually through January 2000.

    The Company leased its building through October 2, 1997 from Capital City
Leasing (a Wisconsin general partnership), whose partners are also the Company's
stockholders. The Company was responsible for property taxes, insurance and
repairs. On October 2, 1997, Capital City Leasing sold the building and the
Company entered into a lease agreement with the new owners of the building. The
new lease requires rental payments of $6 per month plus real estate taxes. The
lease expires April 30, 1998 with a Company option to extend the lease through
May 31, 1998. Capital City Leasing is constructing a new building into which the
Company intends move to when the current building lease expires. Beginning in
October 1997, the Company entered into a lease with Capital City Leasing to rent
land to store equipment. This lease required rental payments of $7 per month
until the new building is completed in April 1998. The rent of the new building
is estimated to be $13 per month when completed.

    Total rent expense on the above agreements for the years ended January 3,
1998 was approximately $454 including amounts to Capital City Leasing of
approximately $80 and real estate taxes of approximately $12 for the year ended
January 3, 1998. Future minimum lease payments are $267 for 1998 and $215 for
1999.

NOTE 7--INCOME TAX STATUS

    The Company, with the consent of its stockholders, has elected to be taxed
under sections of federal and Wisconsin income tax law which provide that, in
lieu of corporation income taxes, the stockholders separately account for their
pro rata shares of the Company's items of income, deductions, losses and
credits. As a result of this election, no income taxes have been recognized in
the accompanying financial statements. As of January 3, 1998, the Company's
reported net fixed assets exceed their tax bases by approximately $2,400.
Accordingly, if the election was terminated on that date, a deferred tax
liability of approximately $936 would be recognized by a charge to income tax
expense.

NOTE 8--SUBSEQUENT CASH DISTRIBUTIONS

    The Company made cash distributions to shareholders totaling $200 subsequent
to the balance sheet date to assist the shareholders in paying their personal
income taxes on the income of the Company.

                                    F-10-21


                   INTERCON CONSTRUCTION, INC. AND SUBSIDIARY



                          CONSOLIDATED BALANCE SHEETS



                          SEPTEMBER 30, 2000 AND 1999



                                   UNAUDITED





                                                                 2000          1999
                                                              -----------   -----------
                                                                      
                                        ASSETS
CURRENT ASSETS
  Cash and cash equivalents.................................  $    28,434   $   149,703
  Contracts receivable......................................    6,178,952     7,728,397
  Contracts retainage receivable............................      511,204       358,739
  Contracts receivable--unbilled............................    1,794,049       742,337
  Inventory.................................................      425,945        16,673
  Prepaid expenses..........................................      194,617       140,444
                                                              -----------   -----------
    Total Current Assets....................................    9,133,201     9,136,293
                                                              -----------   -----------

NET PROPERTY AND EQUIPMENT..................................   11,057,355     7,610,621
                                                              -----------   -----------

OTHER ASSETS................................................           --       135,022
                                                              -----------   -----------

      TOTAL ASSETS..........................................  $20,190,556   $16,881,936
                                                              ===========   ===========

                         LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Current portion of long-term debt.........................  $ 1,452,434   $   964,276
  Excess of outstanding checks over bank balance............      568,672       242,196
  Trade payables............................................    1,459,035     2,716,100
  Retainage payable.........................................      246,290       244,861
  Accrued payroll...........................................      479,162       394,664
  Accrued benefits..........................................      493,587       494,254
  Other accrued expenses....................................      204,716       314,172
                                                              -----------   -----------
    Total Current Liabilities...............................    4,903,896     5,370,523
                                                              -----------   -----------

LONG-TERM DEBT..............................................    6,243,282     4,136,666
                                                              -----------   -----------

      Total Liabilities.....................................   11,147,178     9,507,189
                                                              -----------   -----------
STOCKHOLDERS' EQUITY
  Common stock (no par value; 10,000 shares authorized, 410
    shares issued and outstanding)..........................      411,997       411,997
  Other comprehensive income................................           --        18,242
  Retained earnings.........................................    8,631,381     6,944,508
                                                              -----------   -----------
    Total Stockholders' Equity..............................    9,043,378     7,374,747
                                                              -----------   -----------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY............  $20,190,556   $16,881,936
                                                              ===========   ===========




  See accompanying notes to consolidated financial statements and independent
                              accountants' report.


                                    F-10-22


                   INTERCON CONSTRUCTION, INC. AND SUBSIDIARY



                       CONSOLIDATED STATEMENTS OF INCOME



             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999



                                   UNAUDITED





                                                          2000          %          1999          %
                                                       -----------   --------   -----------   --------
                                                                                  
CONTRACT REVENUE EARNED..............................  $34,839,076    100.0     $26,663,349    100.0

COST OF CONTRACT REVENUE EARNED......................   28,293,977     81.2      21,821,868     81.8
                                                       -----------    -----     -----------    -----
    Gross Profit.....................................    6,545,099     18.8       4,841,481     18.2

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.........    2,342,394      6.7       2,134,740      8.0
                                                       -----------    -----     -----------    -----
    Operating Income.................................    4,202,705     12.1       2,706,741     10.2
  Interest and dividend income.......................        1,667      0.0             493      0.0
  Interest expense...................................     (469,261)    (1.3)       (268,748)    (1.0)
  Gain on sale of equipment..........................       89,004      0.3          70,177      0.3
  Gain on sale of marketable equity securities.......       17,903      0.1              --      0.0
                                                       -----------    -----     -----------    -----
    Other Income (Expense)...........................     (360,687)    (1.0)       (198,078)    (0.7)
                                                       -----------    -----     -----------    -----

      NET INCOME.....................................  $ 3,842,018     11.0     $ 2,508,663      9.4
                                                       ===========    =====     ===========    =====




  See accompanying notes to consolidated financial statements and independent
                              accountants' report.


                                    F-10-23


                   INTERCON CONSTRUCTION, INC. AND SUBSIDIARY



                     CONSOLIDATED STATEMENTS OF CASH FLOWS



             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999



                                   UNAUDITED





                                                                 2000          1999
                                                              -----------   -----------
                                                                      
CASH FLOWS FROM OPERATING ACTIVITIES
  Cash received from customers..............................  $33,398,247   $21,542,249
  Cash paid to suppliers and employees......................  (29,544,945)  (19,859,062)
  Interest paid.............................................     (497,797)     (293,151)
  Interest and dividends received...........................        1,667           493
                                                              -----------   -----------
    Net Cash From Operating Activities......................    3,357,172     1,390,529
                                                              -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from sale of equipment...........................       95,679        89,560
  Capital expenditures......................................   (3,990,695)   (2,227,299)
  Proceeds from cash surrender life insurance redemption....       94,933            --
  Proceeds from sale of marketable equity securities........       45,998            --
                                                              -----------   -----------
                                                               (3,754,085)   (2,137,739)
                                                              -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Net proceeds (payments) from debt.........................    2,439,526       715,880
  Change in excess of outstanding checks over bank
    balance.................................................      568,672       242,196
  Distributions paid........................................   (2,649,139)     (632,500)
                                                              -----------   -----------
    Net Cash From Financing Activities......................      359,059       325,576
                                                              -----------   -----------
      NET CHANGE IN CASH AND CASH EQUIVALENTS...............      (37,854)     (421,634)
  CASH AND CASH EQUIVALENTS--Beginning of Period............       66,288       571,337
                                                              -----------   -----------

    CASH AND CASH EQUIVALENTS--END OF PERIOD................  $    28,434   $   149,703
                                                              ===========   ===========



                                    F-10-24


                   INTERCON CONSTRUCTION, INC. AND SUBSIDIARY



               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)



             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999



                                   UNAUDITED





                                                                 2000         1999
                                                              ----------   ----------
                                                                     
RECONCILIATION OF NET INCOME TO NET CASH FROM OPERATING
  ACTIVITIES
  Net income................................................  $3,842,018   $2,508,663
  Adjustments to reconcile net income to net cash from
    operating activities
    Noncash items included in income
      Depreciation..........................................   1,584,614    1,323,554
      (Gain) on sale of equipment...........................     (89,004)     (70,177)
      (Gain) on sale of marketable equity securities........     (17,903)          --
    Changes in noncash components of working capital
      Change in contracts receivable........................     707,869   (4,267,915)
      Change in contracts retainage receivable..............    (461,656)    (242,883)
      Change in contracts receivable--unbilled..............  (1,724,058)    (610,302)
      Change in other receivables...........................      37,016           --
      Change in inventory...................................    (401,337)          --
      Change in prepaid expenses............................     (72,867)     (17,069)
      Change in trade payables..............................    (513,386)   1,921,046
      Change in retainage payable...........................      30,941      244,861
      Change in other accrued expenses......................      63,718      183,454
      Change in accrued payroll and benefits................     371,207      417,297
                                                              ----------   ----------
        NET CASH FROM OPERATING ACTIVITIES..................  $3,357,172   $1,390,529
                                                              ==========   ==========




NONCASH TRANSACTIONS



    During the nine months ended September 30, 2000 and September 30, 1999, the
company purchased equipment that was financed directly with an equipment dealer
totaling $653,702 and $482,288, respectively.



    During the nine months ended September 30, 2000, the company traded
equipment and fleet with cost and accumulated depreciation of $174,983 and
$38,885, respectively. During the nine months ended September 30, 1999, the
company traded equipment and fleet with cost and accumulated depreciation of
$81,399 and $75,559, respectively.



  See accompanying notes to consolidated financial statements and independent
                              accountants' report.


                                    F-10-25


                   INTERCON CONSTRUCTION, INC. AND SUBSIDIARY



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



                          SEPTEMBER 30, 2000 AND 1999



                                   UNAUDITED



NOTE 1--ORGANIZATION



    InterCon Construction, Inc. (the "Company") was incorporated under Wisconsin
law and is primarily involved as a construction contractor serving public
utilities in the Midwest United States.



NOTE 2--ACCOUNTING POLICIES



    BASIS OF PRESENTATION



    The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management of the Company, all
adjustments necessary to present fairly the financial position as of
September 30, 2000 and 1999 and the results of operations and cash flows for the
nine months ended September 30, 2000 and 1999 have been made. Such adjustments
consisted only of normal recurring items. Operating results for the periods
ended September 30, 2000 and 1999 are not necessarily indicative of the results
that may be expected for the years ended December 30, 2000 and January 1, 2000.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. The accounting policies followed by the Company
are set forth in Note 1 to the Company's financial statements contained in the
Company's January 1, 2000 and January 2, 1999 annual audit report. For further
information, refer to the financial statements and footnotes thereto included in
the Company's annual audit report for the years ended January 1, 2000 and
January 2, 1999.



    PRINCIPLES OF CONSOLIDATION



    The consolidated financial statements as of and for the periods presented
include the accounts of the Company and InterCon Trucking, Inc., its wholly
owned subsidiary. All significant intercompany accounts and transactions have
been eliminated in the consolidated financial statements.


                                    F-10-26


Inside Back Cover



Title: Linc.net--We Make e-Networks Work.



Graphic: Picture collage of employees of Linc.net's various business units,
environments in which Linc.net's network infrastructure services are conducted
and fiber optic cable



Caption: Our objective is to become the leading provider of end-to-end network
infrastructure services to telecommunications, Internet and cable television
providers.



    Our network infrastructure service offerings include engineering,
installation and maintenance of central office equipment as well as
infrastructure design, deployment and program management.



    We provide our services either individually or as a fully integrated,
end-to-end bundled offering that we market as Linc.net e net Solutions(SM),
giving our customers access to our program management and system deployment
capabilities.



    WE ARE LINC.NET...



    Providing proven and reliable solutions to address complex network
infrastructure issues.


                                [LINC.NET LOGO]

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

    The following is a statement of estimated expenses, to be paid solely by
Linc.net, of the issuance and distribution of the securities being registered
hereby:


                                                           
Securities and Exchange Commission registration fee.........  $ 24,258
  NASD filing fee...........................................     9,669
  New York Stock Exchange listing fee.......................     *
  Blue Sky fees and expenses (including attorneys' fees and
    expenses)...............................................     *
  Printing expenses.........................................     *
  Accounting fees and expenses..............................     *
  Transfer agent's fees and expenses........................     *
  Legal fees and expenses...................................     *
  Miscellaneous expenses....................................     *
                                                              --------
    Total...................................................  $  *
                                                              ========




- ------------------------

*   To be provided by Amendment.

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    GENERAL CORPORATION LAW

    We are incorporated under the laws of the State of Delaware. Section 145
("Section 145") of the General Corporation Law of the State of Delaware, as the
same exists or may hereafter be amended (the "General Corporation Law"), INTER
ALIA, provides that a Delaware corporation may indemnify any persons who were,
are or are threatened to be made, parties to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was illegal. A Delaware corporation may indemnify any persons who are,
were or are threatened to be made, a party to any threatened, pending or
completed action or suit by or in the right of the corporation by reasons of the
fact that such person was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit, provided such person acted in good faith and in a manner
he reasonably believed to be in or not opposed to the corporation's best
interests, provided that no indemnification is permitted without judicial
approval if the officer, director, employee or agent is adjudged to be liable to
the corporation. Where an officer, director, employee or agent is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director has actually and reasonably incurred.

                                      II-1

    Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.

    CERTIFICATE OF INCORPORATION AND BY-LAWS

    Our Certificate of Incorporation and By-laws provides for the
indemnification of officers and directors to the fullest extent permitted by the
General Corporation Law of the State of Delaware.

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES.

    During the last three years, Linc.net has issued the following securities
without registration under the Securities Act of 1933 as amended (the
"Securities Act"):

    On October 19, 1999, Linc.net, LLC, which is owned by Banc One Equity
Capital (formerly known as First Chicago Equity Capital), certain of its
affiliates and Carlisle Enterprises, LLC and its affiliates ("BOEC LLC"), and
certain members of management purchased a total of 8,710.964 shares of Series A
Mandatorily Redeemable Preferred Stock for $1,000.00 per share and 96,788.500
shares of Common Stock for $10.00 per share for an aggregate purchase price of
$9,678,850.

    On December 21, 1999, Linc.net, LLC, SKM Linc.net, LLC, which is owned by
certain affiliates of SKM and Carlisle Enterprises, LLC and its affiliates ("SKM
LLC"), PNC Equities Corp., Heller Financial, Inc., Randolph Street Partners,
Randolph Street Partners 1998 DIF, LLC, affiliates of Gateway Partners and
certain members of management purchased a total of 28,554.171 shares of
Series A Mandatorily Redeemable Preferred Stock for $1,000.00 per share and
342,268.570 shares of Common Stock for $10.00 per share for an aggregate
purchase price of $31,976,857.00.

    On January 21, 2000, BOEC LLC, SKM LLC and certain members of management
purchased a total of 2,193.316 shares of Series A Mandatorily Redeemable
Preferred Stock for $1,000.00 per share and 24,370.182 shares of Common Stock
for $10.00 per share for an aggregate purchase price of $2,437,018.26.

    On February 11, 2000, a certain member of management purchased a total of
112.500 shares of Series A Mandatorily Redeemable Preferred Stock for $1,000.00
per share 2,500.000 shares of Common Stock for $10.00 per share for an aggregate
purchase price of $137,500.00.

    On March 6, 2000, an affiliate of Gateway Partners purchased a total of
22.500 shares of Series A Mandatorily Redeemable Preferred Stock for $1,000.00
per share and 250.000 shares of Common Stock for $10.00 per share for an
aggregate purchase price of $25,000.00.

    On March 13, 2000, BOEC LLC, SKM LLC, certain members of management and an
affiliate of Gateway Partners purchased a total of 17,985.080 shares of
Series A Mandatorily Redeemable Preferred Stock for $1,000.00 per share and
224,834.214 shares of Common Stock for $10.00 per share for an aggregate
purchase price of $20,233,421.46.

    On May 2, 2000, BOEC LLC, SKM LLC and certain members of management
purchased a total of 6,414.416 shares of Series A Mandatorily Redeemable
Preferred Stock for $1,000.00 per share and 71,271.280 shares of Common Stock
for $10.00 per share for an aggregate purchase price of $7,127,127.94.

    On May 8, 2000, BOEC LLC, SKM LLC, PNC Equities Corp., and certain members
of management purchased a total of 9,053.286 shares of Series A Mandatorily
Redeemable Preferred Stock for $1,000.00 per share and 100,592.066 shares of
Common Stock for $10.00 per share for an aggregate purchase price of
$10,059,206.70.

                                      II-2

    On May 10, 2000, BOEC LLC, SKM LLC and certain members of management
purchased a total of 1,302.750 shares of Series A Mandatorily Redeemable
Preferred Stock for $1,000.00 per share and 14,475.000 shares of Common Stock
for $10.00 per share for an aggregate purchase price of $1,447,500.00.

    On May 22, 2000, certain members of management purchased a total of 135.000
shares of Series A Mandatorily Redeemable Preferred Stock for $1,000.00 per
share and 4,000.000 shares of Common Stock for $10.00 per share for an aggregate
purchase price of $175,000.00.

    On June 16, 2000, BOEC LLC, SKM LLC, Randolph Street Partners, Randolph
Street Partners 1998 DIF, LLC, and certain members of management purchased a
total of 7,214.206 shares of Series A Mandatorily Redeemable Preferred Stock for
$1,000.00 per share and 80,157.844 shares of Common Stock for $10.00 per share
for an aggregate purchase price of $8,015,784.40.

    On August 3, 2000, BOEC LLC, SKM LLC, the Semir D. Sirazi Revocable Trust
dated July 14, 1999, William Antle and certain members of management purchased a
total of 30,119.192 shares of Series A Mandatorily Redeemable Preferred Stock
for $1,000.00 per share and 334,657.696 shares of Common Stock for $10.00 per
share for an aggregate purchase price of $33,465,769.60.

    On August 18, 2000, a certain member of management purchased a total of
270.000 shares of Series A Mandatorily Redeemable Preferred Stock for $1,000.00
per share and 10,500.000 shares of Common Stock for $10.00 per share for an
aggregate purchase price of $375,000.00.

    On August 24, 2000, a certain member of management purchased a total of
72.000 shares of Series A Mandatorily Redeemable Preferred Stock for $1,000.00
per share and 2,675.000 shares of Common Stock for $10.00 per share for an
aggregate purchase price of $98,750.00.

    On August 28, 2000, a certain member of management purchased a total of
90.000 shares of Series A Mandatorily Redeemable Preferred Stock for $1,000.00
per share and 2,250.000 shares of Common Stock for $10.00 per share for an
aggregate purchase price of $112,500.00.


    On September 15, 2000, BOEC LLC and SKM LLC purchased a total of 8,100.000
shares of Series A Mandatorily Redeemable Preferred Stock for $1,000.00 per
share and 900,000.00 shares of Common Stock for $10.00 per share for an
aggregate purchase price of $8,999,999.98.



    On October 6, 2000, SKM LLC and William Antle purchased a total of 5,216.400
shares of Series A Mandatorily Redeemable Preferred Stock for $1,000.00 per
share and 57,960.000 shares of Common Stock for $10.00 per share for an
aggregate purchase price of $5,796,000.00.


    The sales and issuances listed above were deemed exempt from registration
under the Securities Act by virtue of Section 4(2), as transactions not
involving a public offering, and Rule 701 thereunder. Certain defined terms used
herein not otherwise defined have the meanings ascribed to them in the
prospectus, which forms a part of this registration statement.

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

    (A)  EXHIBITS.

    Reference is made to the attached Exhibit Index.

    (B)  FINANCIAL STATEMENT SCHEDULES.

    The following financial statement schedules are included in this
registration statement:

    SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS

    All other schedules for which provision is made in the applicable accounting
regulations of the Commission are not required under the related instructions,
are inapplicable or not material, or the

                                      II-3

information called for thereby is otherwise included in the financial statements
and therefore has been omitted.

ITEM 17.  UNDERTAKINGS.

    The undersigned registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreement certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.

    The undersigned registrant hereby undertakes:

    (1) For purposes of determining any liability under the Securities Act of
       1933 (the "Securities Act"), the information omitted from the form of
       prospectus filed as part of this registration statement in reliance upon
       Rule 430A and contained in a form of prospectus filed by the registrants
       pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
       shall be deemed to be part of this registration statement as of the time
       it was declared effective.

    (2) For the purpose of determining any liability under the Securities Act,
       each post-effective amendment that contains a form of prospectus shall be
       deemed to be a new registration statement relating to the securities
       offered therein, and the offering of such securities at that time shall
       be deemed to be the initial bona fide offering thereof.

    Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrants pursuant to the provisions described under Item 20 or otherwise, the
registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrants of expenses incurred or paid by a director, officer or controlling
person of the registrants in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrants will, unless in
the opinion of their counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                      II-4

                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, Linc.net, Inc.
has duly caused this Amendment No. 1 to the Registration Statement on Form S-1
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Miami, State of Florida, on November 22, 2000.


                                           
                                              LINC.NET, INC.

                                              By: /s/ ISMAEL PERERA
                                                 --------------------------------------------
                                                 Ismael Perera
                                                 PRESIDENT AND CHIEF EXECUTIVE OFFICER



                            ------------------------


    Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement on Form S-1 has been signed by the following
persons in the capacities and on the dates indicated:





            SIGNATURES                            CAPACITY                      DATES
            ----------                            --------                      -----
                                                                    
         /s/ ISMAEL PERERA           President and Chief Executive         November 22, 2000
- ----------------------------------   Officer,
           Ismael Perera             Director (Principal Executive
                                     Officer)

                 *                   Chief Financial Officer (Principal    November 22, 2000
- ----------------------------------   Financial and Accounting Officer)
       Daniel F. Harrington

                 *
- ----------------------------------   Chairman of the Board                 November 22, 2000
       Burton E. McGillivray

                 *
- ----------------------------------   Director                              November 22, 2000
         William S. Antle

                 *
- ----------------------------------   Director                              November 22, 2000
       Timothy B. Armstrong

                 *
- ----------------------------------   Director                              November 22, 2000
           Deborah Clark

                 *
- ----------------------------------   Director                              November 22, 2000
     Richard W. Detweiler, Jr.

                 *
- ----------------------------------   Director                              November 22, 2000
        John F. Megrue, Jr.



                                      II-5





            SIGNATURES                            CAPACITY                      DATES
            ----------                            --------                      -----
                                                                    
                 *
- ----------------------------------   Director                              November 22, 2000
       Paul L. Whiting, Jr.




                                                                                 
*By:                    /s/ ISMAEL PERERA
             --------------------------------------
                          Ismael Perera
                        ATTORNEY-IN-FACT




                                      II-6

                                 EXHIBIT INDEX




       EXHIBIT
         NO.                                    DESCRIPTION
       -------          ------------------------------------------------------------
                     
        **1.1           Form of Underwriting Agreement.
          2.1           Stock Purchase Agreement dated October 19, 1999 by and among
                        Linc.net and Capital Land Services, Inc., Patrick L. Adams
                        1997 Revocable Trust, Patrick L. Adams and CLS Acquisition
                        Corp.+
          2.2           Stock Purchase Agreement dated December 21, 1999 by and
                        among Linc.net and C&B Associates, Ltd., C&B Associates II,
                        Ltd., the sellers named therein, Linc.net Acquisition Corp.,
                        and Linc.net Acquisition Corp. II, as amended.+
          2.3           Stock Purchase Agreement dated December 21, 1999 by and
                        among Linc.net, Muller & Pribyl Utilities, Inc., M&P
                        Utilities, Inc., the sellers named therein, Linc.net and
                        Linc.net Acquisition Corp.+
        **2.4           Stock Purchase Agreement dated January 21, 2000 by and among
                        Linc.net, North Shore Cable Contractors, Inc. and the
                        sellers named therein.+
          2.5           Stock Purchase Agreement dated March 13, 2000 by and among
                        Linc.net, Telpro Technologies, Inc. and the sellers named
                        therein.+
          2.6           Stock Purchase Agreement dated May 2, 2000 by and among
                        Linc.net, George M. Construction, Inc. and Thomas E.
                        Murrell.+
          2.7           Stock Purchase Agreement dated May 8, 2000 by and among
                        Linc.net Acquisition Corp, Utility Consultants, Inc., Irvin
                        Gunter, and Ronald Lipham.+
          2.8           Asset Purchase Agreement dated May 10, 2000 by and among
                        Linc.net, Communicor Corporation--USA, Communicor
                        Telecommunications, Inc. and the sellers named therein.+
          2.9           Merger Agreement dated May 10, 2000 by and among Linc.net,
                        Communications Construction Corporation, the seller named
                        therein and Linc.net Acquisition Corp. III.+
          2.10          Merger Agreement dated May 10, 2000 by and among Linc.net,
                        Char Stan, Inc., the seller named therein and Linc.net
                        Acquisition Corp. IV.+
          2.11          Equipment Purchase Agreement dated May 10, 2000 by and among
                        Transwest, Inc., Transwestsouth, Inc., Stanley D. Lebakken,
                        individually and doing business as a dealer under the name
                        Transwest and Charles R. Lundgren, individually and doing
                        business as a dealer under the name Transwest, Gardner H.
                        Altman, Jr. and Communicor Telecommunications, Inc.
          2.12          Goodwill Purchase Agreement dated May 10, 2000 by and among
                        Gardner H. Altman, Jr., Stanley D. Lebakken, Charles R.
                        Lundgren and Communicor Telecommunications, Inc.
          2.13          Stock Purchase Agreement dated June 16, 2000 by and among
                        the Shareholders of Craig Enterprises, Inc. and Linc.net,
                        Inc.
          2.14          Stock Purchase Agreement dated August 3, 2000 by and among
                        Felix Industries, Inc., Felix Equities, Inc., Felix Equities
                        of Fla. Inc., the sellers named therein and Linc.net
                        Acquisition Corp. III.+
        **2.15          Stock Purchase Agreement dated August 31, 2000, as amended
                        on September 11, 2000, by and among InterCon Construction,
                        Inc., the sellers named therein and Linc.net Acquisition
                        Corp. III.+
        **2.16          Contribution Agreement dated October 6, 2000 by and between
                        Telpro Technologies, Inc. and Telpro Products, Inc.
          3.1           Form of Amended and Restated Certificate of Incorporation of
                        Linc.net.
          3.2           Form of Amended and Restated By-Laws of Linc.net.
          4.1           Amended and Restated Credit Agreement, as amended on
                        June 16, 2000, by and among Linc.net, the banks named
                        therein, the guarantors, PNC Bank, National Association,
                        General Electric Capital Corporation and PNC Capital
                        Markets, Inc.
        **4.2           Form of certificate representing shares of Common Stock.
          5.1           Opinion of Kirkland & Ellis.



                                      II-7





       EXHIBIT
         NO.                                    DESCRIPTION
       -------          ------------------------------------------------------------
                     
       **10.1           Amended and Restated Stockholders Agreement by and between
                        Linc.net and certain stockholders named therein.
       **10.2           Linc.net, Inc. Amended and Restated 1999 Stock Option Plan.
       **10.3           Form of Linc.net, Inc. 2000 Long-Term Equity Incentive Plan.
       **10.4           Form of Linc.net, Inc. Employee Stock Purchase Plan.
       **10.5           Employment Agreement dated October 19, 1999 by and between
                        Linc.net and Ismael Perera.
       **10.6           Employment Agreement dated May 22, 2000 by and between
                        Linc.net and Emilio Alfonso.
       **10.7           Employment Agreement dated May 8, 2000 by and between
                        Linc.net and Daniel F. Harrington.
       **10.8           Form of Executive Stock Purchase Agreement.
       **10.9           Form of Executive Stock Purchase Agreement
                        (Incentive--TARSAP Vesting).
       **10.10          Form of Executive Stock Purchase Agreement (Incentive--Time
                        Vesting).
       **10.11          Form of Stock Purchase Agreement (Investor).
       **10.12          Amended and Restated Registration Agreement dated June 12,
                        2000 by and between Linc.net and certain stockholders named
                        therein.
       **10.13          Stockholders Agreement dated September   , 2000 by and
                        between Linc.net, LLC and SKM Linc.net, LLC.
       **11.1           Statement Regarding Computation of Earnings Per Share.
       **21.1           Subsidiaries of Linc.net.
         23.1           Consent of Ernst & Young LLP relating to the consolidated
                        financial statements of Linc.net, Inc., Combined M&P
                        Utilities and Muller & Pribyl Utilities, Inc., Capital Land
                        Services, Inc., Combined C&B Associates, Ltd. and C&B
                        Associates II, Inc., North Shore Cable Contractors, Inc.,
                        Telpro Technologies, Inc., and Craig Enterprises, Inc.
         23.2           Consent of Crawford, Carter, Thompson & Barron, L.L.P.
                        relating to the financial statements of C&B Associates, Ltd.
                        (formerly C&B Associates, Inc.) and C&B Associates II, Ltd.
         23.3           Consent of BDO Seidman, LLP relating to the financial
                        statements of Utility Consultants, Inc.
         23.4           Consent of Marden, Harrison & Kreuter relating to the
                        combined financial statements of Felix Equities, Inc. and
                        Affiliates.
         23.5           Consent of Virchow, Krause & Company, LLP relating to the
                        financial statements of InterCon Construction, Inc.
         23.6           Consent of McGladery & Pullen, LLP relating to the financial
                        statements of InterCon Construction, Inc.
        *23.7           Consent of Kirkland & Ellis (included in Exhibit 5.1).
         24.1           Powers of Attorney (included in Part II to the Registration
                        Statement).
        *27.1           Financial Data Schedule.



- ------------------------

*   Previously filed.


**  To be filed by Amendment.

+   Linc.net agrees to furnish supplementally to the Commission a copy of any
    omitted schedule or exhibit to such agreement upon request by the
    Commission.

                                      II-8

                         REPORT OF INDEPENDENT AUDITORS

Board of Directors
Linc.net, Inc.

We have audited the consolidated financial statements of Linc.net, Inc. as of
December 31, 1999, and for the period from October 19, 1999 (date operations
commenced) to December 31, 1999, and have issued our report thereon dated April
27, 2000 (included elsewhere in this Registration Statement). Our audit also
included the financial statement schedule listed in Item 16(b) of this
Registration Statement. This schedule is the responsibility of the Company's
management. Our responsibility to express an opinion based on our audit.

In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly in all material respects the information set forth therein.

                                                          /S/  ERNST & YOUNG LLP

Chicago, Illinois
April 27, 2000

                                      II-9

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
LINC.NET, INC.
DECEMBER 31, 1999



                                                        ADDITIONS
                                               ---------------------------
                               BALANCE AT      CHARGE TO COSTS                                   BALANCE AT
                            OCTOBER 19, 1999    AND EXPENSES     OTHER (1)   DEDUCTIONS (2)   DECEMBER 31, 1999
                            ----------------   ---------------   ---------   --------------   -----------------
                                                                               
Allowance for doubtful
  accounts................        $241               $95            $20           $241              $115


Notes to table:


(1) Allowance for doubtful accounts recorded by M&P Utilities, Inc. and M&P
    Utilities, Inc. and included in Linc.net's consolidated financial statements
    in connection with the purchase accounting.


(2) Uncollectible accounts written off, net of recoveries.

                                     II-10


SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
MULLER & PRIBYL UTILITIES, INC. AND M&P UTILITIES, INC.
DECEMBER 21, 1999





                                    BALANCE AT      CHARGE TO COSTS                              BALANCE AT
                                  JANUARY 1, 1999    AND EXPENSES      OTHER     DEDUCTIONS   DECEMBER 21, 1999
                                  ---------------   ---------------   --------   ----------   -----------------
                                                                               
Allowance for
  losses or contracts...........       $ --              $135           $ --        $ --            $135



                                     II-11

EX-2.2

                                                                 Exhibit No. 2.2

                                                                [EXECUTION COPY]


================================================================================


                               PURCHASE AGREEMENT

                                  by and among

                              C&B ASSOCIATES, LTD.,

                            C&B ASSOCIATES II, LTD.,

                            THE SELLERS NAMED HEREIN,

                           LINC.NET ACQUISITION CORP.,

                         LINC.NET ACQUISITION CORP. II,

                                       and

                                 LINC.NET, INC.




                         Dated as of December ____, 1999


================================================================================




                                TABLE OF CONTENTS




                                                                                                                   Page
                                                                                                                
ARTICLE I

         CERTAIN DEFINITIONS  ......................................................................................1
         1.1         Definitions ...................................................................................1

ARTICLE II

         PURCHASE AND SALE OF THE PARTNERSHIP INTERESTS ............................................................8
         2.1         Basic Transaction  ............................................................................8
         2.2         Closing Transactions ..........................................................................8
         2.3         Purchase Price ................................................................................9
         2.4         Determination and Payment of Earnout Payment .................................................11

ARTICLE III

         CONDITIONS TO CLOSING ....................................................................................13
         3.1         Conditions to Buyers' Obligations ............................................................13
         3.2         Conditions to Sellers' Obligations ...........................................................16

ARTICLE IV

         [Intentionally Omitted] ..................................................................................18

ARTICLE V

         REPRESENTATIONS AND WARRANTIES CONCERNING
         THE COMPANIES AND SELLERS ................................................................................18
         5.1         Capacity, Organization, Corporate Power and Licenses .........................................18
         5.2         Capital and Related Matters; Title to Partnership Interests ..................................18
         5.3         Authorization; Noncontravention ..............................................................19
         5.4         Subsidiaries .................................................................................19
         5.5         Financial Statements .........................................................................20
         5.6         Accounts Receivable ..........................................................................20
         5.7         Inventory ....................................................................................20
         5.8         Absence of Undisclosed Liabilities ...........................................................20
         5.9         No Material Adverse Effect ...................................................................21
         5.10        Absence of Certain Developments ..............................................................21
         5.11        Assets .......................................................................................23
         5.12        Contracts and Commitments ....................................................................24


                                      -i-


                          TABLE OF CONTENTS (CONTINUED)

                                                                                                                 Page

         5.13        Intellectual Property Rights. ................................................................26
         5.14        Litigation ...................................................................................27
         5.15        Compliance with Laws .........................................................................28
         5.16        Environmental and Safety Matters .............................................................28
         5.17        Employees ....................................................................................29
         5.18        Employee Benefit Plans .......................................................................30
         5.19        Insurance ....................................................................................31
         5.20        Tax Matters. .................................................................................31
         5.21        Brokerage and Transaction Bonuses ............................................................33
         5.22        Bank Accounts ................................................................................33
         5.23        Names and Locations ..........................................................................33
         5.24        Affiliate Transactions .......................................................................33
         5.25        Service Warranties ...........................................................................34
         5.26        Customers and Suppliers ......................................................................34
         5.27        Disclosure ...................................................................................34

ARTICLE VI
         REPRESENTATIONS AND WARRANTIES OF BUYERS .................................................................35
         6.1         Organization and Power .......................................................................35
         6.2         Capitalization ...............................................................................35
         6.3         Authorization  ...............................................................................35
         6.4         No Violation  ................................................................................35
         6.5         Governmental Authorities and Consents ........................................................35
         6.6         Litigation ...................................................................................35
         6.7         Brokerage ....................................................................................36

ARTICLE VII

         [Intentionally Omitted] ..................................................................................36

ARTICLE VIII

         ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING ...........................................................36
         8.1         Survival of Representations and Warranties ...................................................36
         8.2         Indemnification ..............................................................................37
         8.3         Mutual Assistance ............................................................................40
         8.4         Non-Competition; Non-Solicitation ............................................................40
         8.5         Press Release and Announcements ..............................................................42
         8.6         Expenses .....................................................................................42
         8.7         Specific Performance .........................................................................42


                                      -ii-


                          TABLE OF CONTENTS (CONTINUED)

                                                                                                                 Page

         8.8         Arbitration Procedure ........................................................................43
         8.9         Further Assurances ...........................................................................44
         8.10        Confidentiality ..............................................................................44
         8.11        Tax Matters ..................................................................................44

ARTICLE IX

         MISCELLANEOUS.............................................................................................47
         9.1         Amendment and Waiver .........................................................................47
         9.2         Notices ......................................................................................47
         9.3         Successors and Assigns .......................................................................49
         9.4         Severability .................................................................................49
         9.5         Interpretation ...............................................................................49
         9.6         Captions .....................................................................................50
         9.7         No Third-Party Beneficiaries .................................................................50
         9.8         Complete Agreement ...........................................................................50
         9.10        Delivery by Facsimile ........................................................................50
         9.11        Governing Law ................................................................................50


                                      -iii-


                            EXHIBITS AND SCHEDULES

EXHIBITS:

Exhibit A    -    Escrow Agreement
Exhibit B    -    Employment Agreement
Exhibit C    -    Executive Purchase Agreement
Exhibit D    -    Amended and Restated Stockholders Agreement
Exhibit E    -    Amended and Restated Registration Agreement
Exhibit F    -    Real Estate Lease
Exhibit G    -    Form of Opinion of Counsel for Sellers and the Company
Exhibit H    -    Form of Opinion of Counsel for Buyers

SCHEDULES

Operating Leases Schedule
Indebtedness Schedule
Capital Expenditure Schedule
Permitted Liens Schedule
Schedule of Sellers
Officers and Directors Schedule
Restrictions Schedule
Financial Statements Schedule
Accounts Receivable Schedule
Liabilities Schedule
Contracts Schedule
Developments Schedule
Assets Schedule
Leased Real Property Schedule
Excluded Assets Schedule
Intellectual Property Schedule
Litigation Schedule
Compliance Schedule
Permits Schedule
Environmental Schedule
Employees Schedule
Employee Benefits Schedule
Insurance Schedule
Taxes Schedule
Brokerage Schedule
Transaction Bonuses Schedule
Bank Account Schedule


                                      -iv-


Names and Locations Schedule
Affiliated Transactions Schedule
Warranty Schedule
Customers and Suppliers Schedule
Buyers Brokerage Schedule
Indemnification Schedule
Excluded Employees Schedule


                                      -v-


                             INDEX OF DEFINED TERMS

                                                                                       
Accounting Firm .........................................................................   10
ADSP ....................................................................................   46
Affiliate ...............................................................................    1
Affiliated Group ........................................................................    2
Agreement ...............................................................................    1
Applicable Rate .........................................................................    2
Bank ....................................................................................    2
Buyer ...................................................................................    1
Buyer Parties ...........................................................................   37
Cash Equivalents ........................................................................    2
CERCLA .................................................................................. 2,29
Closing .................................................................................    8
Closing Balance Sheet ...................................................................   10
Closing Cash Amount .....................................................................    9
Closing Date ............................................................................    8
Closing Indebtedness ....................................................................    9
Closing Net Working Capital .............................................................    9
Closing Net Worth .......................................................................    9
Closing Tax Liability ...................................................................    9
Code ....................................................................................    2
Companies ...............................................................................    1
Confidential Information ................................................................    2
control .................................................................................    1
controlled by ...........................................................................    1
controlling .............................................................................    1
Disputes ................................................................................   43
Disputing Person ........................................................................   43
Earnout Payment .........................................................................   11
Earnout Period ..........................................................................   11
EBITDA ..................................................................................    3
EBITDA Statement ........................................................................   12
EBITDA Threshold ........................................................................   12
Employment Agreements ...................................................................   15
Encumbrance .............................................................................    3
Encumbrances ............................................................................    8
Environmental and Safety Requirements ................................................... 3,29
ERISA ...................................................................................    4
Escrow Agent ............................................................................    3
Escrow Agreement ........................................................................  4,8
Escrow Amount ...........................................................................    4
Estimated Purchase Price ................................................................   10
Executive Purchase Agreement ............................................................   15
Executive Purchase Agreements ...........................................................   15
Executive Securities ....................................................................    4
Executives ..............................................................................    4
Final Determination .....................................................................   43
Final Purchase Price ....................................................................   11
First Earnout Payment ...................................................................   11
GAAP ....................................................................................    4


                                      -vi-


Governmental Approvals ..................................................................   14
Guaranty ................................................................................    4
Indebtedness ............................................................................    4
Indemnitee ..............................................................................   38
Indemnitor ..............................................................................   38
Institute ...............................................................................   43
Intellectual Property Rights ............................................................    4
Investment ..............................................................................    5
Knowledge ...............................................................................    5
Latest Balance Sheet ....................................................................   20
Leased Real Property ....................................................................   24
Leased Realty ...........................................................................   24
Lien ....................................................................................    5
Linc.net ................................................................................    5
Losses ..................................................................................   37
MADSP ...................................................................................   46
Material Adverse Effect .................................................................    5
Net Working Capital .....................................................................    5
Net Worth ...............................................................................    5
Notice of Arbitration ...................................................................   43
Notice of Disagreement ..................................................................   10
Partnership Interest ....................................................................    1
Permitted Liens .........................................................................    6
Person ..................................................................................    6
Plan ....................................................................................   30
Pre-Closing Taxes .......................................................................   45
Purchase Price ..........................................................................    9
Real Estate Lease .......................................................................   15
Realty Leases ...........................................................................   24
Registration Agreement ..................................................................   15
Related Party Profit ....................................................................    6
Restricted Territories ..................................................................   41
Restrictive Covenants ...................................................................   41
Rules ...................................................................................   43
Section 338(h)(10) Adjustment ...........................................................    6
Section 338(h)(10) Elections ............................................................   46
Securities Act ..........................................................................    7
Seller ..................................................................................    1
Seller Representative ...................................................................    7
Sellers .................................................................................    1
Shares ..................................................................................    1
Stockholders Agreement ..................................................................   15
Straddle Tax Returns ....................................................................   45
Subsidiary ..............................................................................    7
Tax .....................................................................................    7
Tax Returns .............................................................................    7
Third-Party Approvals ...................................................................   13
Transfer ................................................................................   12
Treasury Regulations ....................................................................    7
under common control with ...............................................................    1






                               PURCHASE AGREEMENT

                  THIS PURCHASE AGREEMENT (this "AGREEMENT") is made and
entered into as of December ___, 1999, by and among C&B Associates, Ltd., a
Texas limited partnership ("C&BI"), C&B Associates II, Ltd., a Texas limited
partnership ("C&BII"), (C&BI and C&BII are collectively referred to as the
"COMPANIES"), Max E. Clark ("MEC"), Billie Y. Clark ("BYC"), Deborah Clark
("DC") and Emry Birdwell, Jr. ("EB"), all individual residents of the State
of Texas, (each of MEC and DC a "SELLER" and collectively, " SELLERS"), and
Linc.net Acquisition Corp., a Delaware corporation ("LINC.NET ACQUISITION
I"), Linc.net Acquisition Corp. II, a Delaware corporation ("LINC.NET
ACQUISITION II") (each a "BUYER" and collectively, "BUYERS") and Linc.net,
Inc., a Delaware corporation.

                  WHEREAS, MEC and BYC own all of the outstanding partnership
interests of C&BI (the "C&BI PARTNERSHIP INTERESTS"), and DC owns fifty
percent (50%) of the outstanding partnership interests of C&BII (the "C&BII
PARTNERSHIP INTERESTs");

                  WHEREAS, on the terms and subject to the conditions set
forth in this Agreement, Buyers desire to purchase from MEC and BYC all of
the C&BI Partnership Interests and to purchase from DC all of the C&BII
Partnership Interests, and MEC and BYC desire to sell to Buyers all of the
C&BI Partnership Interests and DC desires to sell to Buyers the C&BII
Partnership Interests; and

                  WHEREAS, BYC is entering into this Agreement for the
purpose of consenting to the sale of the C&BI Partnership Interests by MEC
and to sell her 1% limited partnership interest of C&BI and EB is entering
into this Agreement for the purpose of consenting to the sale of the C&BII
Partnership Interests by DC.

                  NOW, THEREFORE, in consideration of the mutual covenants,
agreements and understandings contained herein and intending to be legally
bound, the parties hereto hereby agree as follows:


                                    ARTICLE I

                              CERTAIN DEFINITIONS

         1.1. DEFINITIONS. For the purposes of this Agreement, the following
terms have the meanings set forth below:

                  "AFFILIATE" of any particular Person means any other Person
controlling, controlled by or under common control with such Person. For
purposes of this definition, "CONTROL" (including the terms "CONTROLLING,"
"CONTROLLED BY" and "UNDER COMMON CONTROL WITH") means the possession, direct
or indirect, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities,
by contract or otherwise, and such "control" will be presumed if any Person
owns 10% or more of the voting capital stock or other ownership interests,
directly or indirectly, of any other Person.

                                      -2-


                  "AFFILIATED GROUP" means an affiliated group as defined in
Section 1504 of the Code (or any analogous combined, consolidated or unitary
group defined under state, local or foreign income Tax law) of which the
Company is or has been a member.

                  "APPLICABLE RATE" means the prime rate of interest
reported from time to time by the Wall Street Journal.

                  "BANK" means PNC Bank National Association or such other
financial institution as shall be selected by Buyers.

                  "BUY/SELL AGREEMENT" means that certain Transfer
Restriction Agreement and Contract and Option for the Purchase and Sale of
the Partnership Interests in C&B Associates II, Ltd., dated as of January 1,
1997, by and among C&BI, MEC, BYC and DC.

                  "CASH EQUIVALENTS" means (a) marketable direct obligations
issued or unconditionally guaranteed by the United States Government or
issued by any agency thereof and backed by the full faith and credit of the
United States, in each case maturing within 90 days from the date of
acquisition thereof; (b) commercial paper maturing no more than 90 days from
the date issued and, at the time of acquisition, having a rating of at least
A-1 from Standard & Poor's Corporation or at least P-I from Moody's Investors
Service, Inc; (c) certificates of deposit maturing within 90 days from the
date of issuance thereof issued by any commercial bank organized under the
laws of the United States of America or any state thereof having combined
capital and surplus of not less than $100,000,000; (d) time deposits maturing
no more than 30 days from the date of creation thereof and demand deposits
with commercial banks having membership in the Federal Deposit Insurance
Corporation and having combined capital and surplus of not less than
$100,000,000; and (e) deposits or investments in mutual or similar funds
offered or sponsored by brokerage or other companies having membership in the
Securities Investor Protector Corporation investing only in obligations
described in clauses (a) through (d) above, less any redemption, penalty or
similar fees and Taxes in connection with redeeming interests in such mutual
or similar funds; PROVIDED THAT Cash Equivalents will be deemed to include
any cash (other than cash borrowed) used by the Companies to purchase or pay
deposits on the capital equipment set forth on the attached CAPITAL
EXPENDITURE SCHEDULE since December 3, 1999 and the two items marked with an
asterisk on the attached CAPITAL EXPENDITURE SCHEDULE.

                  "CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.

                  "CODE" means the Internal Revenue Code of 1986, as
amended, and any reference to any particular Code section shall be
interpreted to include any revision of or successor to that section
regardless of how numbered or classified.

                  "CONFIDENTIAL INFORMATION" means all information of a
confidential or proprietary nature (whether or not specifically labeled or
identified as "confidential"), in any form or medium,


                                      -3-


that relates to the business, products, services or research or development
of the Companies or their respective suppliers, distributors, customers,
independent contractors or other business relations. Confidential Information
includes, but is not limited to, the following: (i) internal business
information (including information relating to strategic and staffing plans
and practices, business, training, marketing, promotional and sales plans and
practices, cost, rate and pricing structures and accounting and business
methods); (ii) identities of, individual requirements of, specific
contractual arrangements with, and information about, the Companies'
suppliers, distributors, customers, independent contractors or other business
relations and their confidential information;  (iii) trade secrets, know-how,
compilations of data and analyses, techniques, systems, formulae, recipes,
research, records, reports, manuals, documentation, models, data and data
bases relating thereto; (iv) inventions, innovations, improvements,
developments, methods, designs, analyses, drawings, reports and all similar
or related information (whether or not patentable); and (v) other
Intellectual Property Rights.

                  "EBITDA" means, for any period, the Companies' combined
net income for such period, PLUS, to the extent (but only to the extent)
deducted in determining such combined net income (A) federal and state income
and franchise tax expense, (B) interest expense for indebtedness for borrowed
money , (C) depreciation expense and (D) amortization expense, MINUS to the
extent (but only to the extent) added in determining such consolidated net
income (Y) interest income and (Z) extraordinary or nonrecurring items of
income or gain. EBITDA shall be determined first, in accordance with GAAP and
second, in a manner consistent with the accounting methods and practices used
by the companies in preparing the financial statements identified on the
FINANCIAL STATEMENTS SCHEDULE; PROVIDED THAT EBITDA shall also include 50% of
any Related Party Profit on any work projects originated by the Companies
during the period in which EBITDA is being calculated.

                  "ENCUMBRANCE" means any lien, charge, security interest,
claim, pledge, Tax, option, warrant, right, contract, call, commitment,
equity, demand, proxy, voting agreement, restriction on transfer (other than
restrictions on transfer under the Securities Act and applicable state
securities laws) or other encumbrance.

                  "ENVIRONMENTAL AND SAFETY REQUIREMENTS" means all federal,
state, local and foreign statutes, regulations, ordinances and other
provisions having the force or effect of law, all judicial and administrative
orders and determinations, all contractual obligations and all common law, in
each case concerning public health and safety, worker health and safety and
pollution or protection of the environment (including all those relating to
the presence, use, production, generation, handling, transport, treatment,
storage, disposal, distribution, labeling, testing, processing, discharge,
release, threatened release, control or cleanup of any hazardous or otherwise
regulated materials, substances or wastes, chemical substances or mixtures,
pesticides, pollutants, contaminants, toxic chemicals, petroleum products or
byproducts, asbestos, polychlorinated biphenyls, noise, radiation or radon),
each as amended and as now or hereafter in effect.

                  "ESCROW AGENT" means Norwest Bank Minnesota, N.A.


                                      -4-


                  "ESCROW AGREEMENT" means the escrow agreement in the form
of EXHIBIT A attached hereto.

                  "ESCROW AMOUNT" means $1,500,000.

                  "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended.

                  "EXECUTIVES" means MEC and DC.

                  "EXECUTIVE SECURITIES" means the shares of Linc.net's
Series A Redeemable Preferred Stock and Common Stock issued to Sellers
pursuant to the respective Executive Purchase Agreements between Sellers and
Linc.net.

                  "GAAP" means United States generally accepted accounting
principles, as in effect from time to time.

                  "GUARANTY" means any agreement, undertaking or arrangement
by which any Person guarantees, endorses or otherwise becomes or is
contingently liable upon the debt, obligation or other liability of any other
Person (other than by endorsements of instruments in the ordinary course of
collection), or guaranties of the payment of dividends or other distributions
upon the shares of any other Person.

                  "INDEBTEDNESS" means, with respect to any Person at any
date, without duplication: (i) all obligations of such Person for borrowed
money or in respect of loans or advances, (ii) all obligations of such Person
evidenced by bonds, debentures, notes or other similar instruments or debt
securities, (iii) all obligations in respect of letters of credit and
bankers' acceptances issued for the account of such Person, (iv) all
obligations arising from cash/book overdrafts, (v) all obligations arising
from deferred compensation arrangements, (vi) all obligations of such Person
secured by a Lien, (vii) all Guaranties of such Person in connection with any
of the foregoing, (viii) all capital lease obligations, (ix) all accrued
interest, prepayment premiums or penalties related to any of the foregoing;
(x) all deferred rent, (xi) all indebtedness for the deferred purchase price
of property or services with respect to which a Person is liable,
contingently or otherwise, as obligor or otherwise (other than trade
payables, subcontractor payables and accrued expenses incurred in the
ordinary course of business which are not past due and billings in excess of
cost on uncompleted contracts), (xii) the sum of the face value of all
payments to be made following the Closing by the Companies (as lessee) under
the Operating Leases (without giving effect to payment of the residual value
or purchase option in connection therewith), and (xii) all other liabilities
classified as non-current liabilities in accordance with GAAP as of the
Closing Date; PROVIDED THAT Indebtedness will be deemed not to include any
debt incurred by the Companies to purchase or pay deposits on the capital
equipment set forth on the attached CAPITAL EXPENDITURE SCHEDULE since
December 3, 1999.

                  "INTELLECTUAL PROPERTY RIGHTS" means all (i) patents,
patent applications, patent disclosures and inventions, (ii) Internet domain
names, trademarks, service marks, trade dress, trade


                                      -5-


names, logos and corporate names and registrations and applications for
registration thereof together with all of the goodwill associated therewith,
(iii) copyrights (registered or unregistered) and copyrightable works and
registrations and applications for registration thereof, (iv) mask works and
registrations and applications for registration thereof, (v) computer
software, data, data bases and documentation thereof, (vi) trade secrets and
other confidential information (including ideas, formulas, recipes,
compositions, inventions (whether patentable or unpatentable and whether or
not reduced to practice), know-how, manufacturing and production processes
and techniques, research and development information, drawings,
specifications, designs, plans, proposals, technical data, copyrightable
works, financial and marketing plans and customer and supplier lists and
information), (vii) other intellectual property rights and (viii) copies and
tangible embodiments thereof (in whatever form or medium).

                  "INVESTMENT" as applied to any Person means (i) any direct
or indirect purchase or other acquisition by such Person of any notes,
obligations, instruments, stock, securities or ownership interest (including
limited liability company interests, partnership interests and joint venture
interests) of any other Person and (ii) any capital contribution by such
Person to any other Person.

                  "KNOWLEDGE" of the Companies or the Sellers means the
actual knowledge of MEC and DC after reasonable investigation.

                  "LIEN" means any mortgage, pledge, hypothecation, lien
(statutory or otherwise), preference, priority, security interest, security
agreement, easement, covenant, restriction or other encumbrance of any kind
or nature whatsoever (including any conditional sale or other title retention
agreement and any lease having substantially the same effect as any of the
foregoing and any assignment or deposit arrangement in the nature of a
security device).

                  "LINC.NET" means Linc.net, Inc., a Delaware corporation.

                  "MATERIAL ADVERSE EFFECT" means a material and adverse
effect or development upon the business, operations, assets, liabilities,
financial condition, value, business prospects, operating results, cash flow,
net worth or employee, customer or supplier relations of the Companies.

                  "NET WORKING CAPITAL" means as of any date of
determination, the excess of the Companies' total current assets (other than
cash, Cash Equivalents and marketable securities) as of such date over the
Companies' total current liabilities (excluding Indebtedness) as of such date
determined in accordance with GAAP. In determining total current assets and
total current liabilities hereunder, (i) all accounting entries shall be
taken into account regardless of their amount and all errors and omissions
corrected, (ii) all proper adjustments shall be made, and (iii) appropriate
reserves for all liabilities and obligations for which reserves are
appropriate in accordance with GAAP shall be included.


                                      -6-


                  "NET WORTH" means, as of any date of determination, the
excess of the Companies' total assets (other than cash, Cash Equivalents and
marketable securities) as of such date over the Companies' total liabilities
(excluding Indebtedness) as of such date, determined in accordance with GAAP.
In determining total assets and total liabilities hereunder, (i) all
accounting entries shall be taken into account regardless of their amount and
all errors and omissions shall be corrected, (ii) all proper adjustments
shall be made, and (iii) appropriate reserves for all liabilities and
obligations for which reserves are appropriate in accordance with GAAP shall
be included.

                  "OPERATING LEASES" means those certain lease agreements,
dated as of various dates, between C&BII and 1st Source Bank, as detailed on
the OPERATING LEASE SCHEDULE.

                  "PERMITTED LIENS" means (i) Liens that are set forth on the
PERMITTED LIENS SCHEDULE attached hereto, (ii) Liens for Taxes not delinquent
or the validity of which are being contested in good faith by appropriate
proceedings and as to which adequate reserves have been established on the
Companies' financial statements in accordance with GAAP, (iii) statutory
landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar
Liens arising or incurred in the ordinary course of business and (iv) Liens
arising from zoning ordinances.

                  "PERSON" means any individual, sole proprietorship,
partnership, joint venture, trust, unincorporated association, corporation,
limited liability company, entity or governmental entity (whether federal,
state, county, city or otherwise and including any instrumentality, division,
agency or department thereof).

                  "RELATED PARTY PROFIT" means, for any period, the gross
profit of any direct or indirect Subsidiary of Linc.net (other than the
Companies) related to any work project originated by the Companies and
performed by such Subsidiary LESS an amount equal to a portion of such
Subsidiary's general and administrative expenses (determined by dividing the
revenue recognized by such Subsidiary on such work projects originated by the
Companies for the last twelve-month period by the total revenue of such
Subsidiary for the last twelve-month period and multiplying such quotient by
such Subsidiary's total general and administrative expense for the last
twelve-month period); PROVIDED THAT the gross profit and general and
administrative expense of any such Subsidiary of Linc.net shall not include
any interest income or expense, depreciation or amortization. Related Party
Profit shall be determined first, in accordance with GAAP and second, in a
manner consistent with the accounting methods and practices used by the
direct or indirect Subsidiary of Linc.net in preparing its audited financial
statements.

                  "RIGHT OF FIRST REFUSAL AGREEMENT" means that certain Right
of First Refusal, dated as of June 22, 1997, granted by C&BI to DC and Clark
Ventures, LLC.

                  "SECTION 338(h)(10) ADJUSTMENT" means an amount equal to
the sum of (a) the difference between all Taxes payable by MEC and BYC, as a
result of the sale of the C&BI Partnership Interests and the amount of such
Taxes that would have been payable by MEC and BYC if no election under
Section 338(h)(10) of the Code had been made, and (b) a gross up amount equal


                                      -7-


to all Taxes payable by MEC and BYC as a result of the receipt of the amounts
calculated in paragraphs (a) and (b). In calculating the Section 338(h)(10)
Adjustment, it shall be assumed that any item of ordinary income reportable
by MEC and BYC as a result of the sale of the C&BI Partnership Interests will
be taxable at the highest marginal federal income tax rate.

                  "SECURITIES ACT" means the Securities Act of 1933, as
amended, or any similar federal law then in force.

                  "SELLER REPRESENTATIVE" means DC.

                  "SUBSIDIARY" means, with respect to any Person, any
corporation, partnership, limited liability company, association or other
business entity of which (i) if a corporation, a majority of the total voting
power of shares of stock entitled (irrespective of whether, at the time,
stock of any other class or classes of such corporation shall have or might
have voting power by reason of the happening of any contingency) to vote in
the election of directors, managers or trustees thereof is at the time owned
or controlled, directly or indirectly, by that Person or one or more of the
other Subsidiaries of that Person or a combination thereof, or (ii) if a
partnership, limited liability company, association or other business entity,
either (A) a majority of the partnership or other similar ownership interest
thereof is at the time owned or controlled, directly or indirectly, by that
Person or one or more Subsidiaries of that Person or a combination thereof,
or (B) such Person is a general partner, managing member or managing director
of such partnership, limited liability company, association or other entity.

                  "TAX" means any (i) federal, state, local or foreign
income, gross receipts, franchise, estimated, alternative minimum, add-on
minimum, sales, use, transfer, registration, value added, excise, natural
resources, severance, stamp, occupation, premium, windfall profit,
environmental, customs, duties, real property, personal property, capital
stock, social security, unemployment, disability, payroll, license, employee
or other withholding, or other tax, of any kind whatsoever, including any
interest, penalties or additions to tax or additional amounts in respect of
the foregoing; (ii) liability of the Companies for the payment of any amounts
of the type described in clause (i) above arising as a result of being (or
ceasing to be) a member of any Affiliated Group (or being included (or
required to be included) in any Tax Return relating thereto); and (iii)
liability of the Companies for the payment of any amounts of the type
described in clause (i) above as a result of any express or implied
obligation to indemnify or otherwise assume or succeed to the liability of
any other Person.

                  "TAX RETURNS" means returns, declarations, reports, claims
for refund, information returns or other documents (including any related or
supporting schedules, statements or information) filed or required to be
filed in connection with the determination, assessment or collection of any
Taxes of any party or the administration of any laws, regulations or
administrative requirements relating to any Taxes.


                                      -8-


                  "TREASURY REGULATIONS" means the United States Treasury
Regulations promulgated under the Code, and any reference to any particular
Treasury Regulation section shall be interpreted to include any final or
temporary revision of or successor to that section regardless of how numbered
or classified.

                                   ARTICLE II

                 PURCHASE AND SALE OF THE PARTNERSHIP INTERESTS

         2.1 BASIC TRANSACTION. On the terms and subject to the conditions
set forth in this Agreement, at the Closing, Linc.net Acquisition I shall
purchase from MEC and BYC the limited partnership interests of C&BI, and MEC
and BYC shall sell, convey, assign, transfer and deliver to Linc.net
Acquisition I all of the limited partnership interests of C&BI, free and
clear of all Encumbrances, and Linc.net Acquisition I shall purchase from
DC, and DC shall sell, convey, assign, transfer and deliver to Linc.net
Acquisition I all of the limited partnership interests of C&BII owned by her,
free and clear of all Encumbrances, and Linc.net Acquisition II shall
purchase from MEC, and MEC shall sell, convey, assign, transfer and deliver
to Linc.net Acquisition II, all of the general partnership interests of C&BI,
free and clear of all Encumbrances and Linc.net Acquisition II shall purchase
from DC and DC shall sell, convey, assign, transfer and deliver to Linc.net
Acquisition II all of the general partnership interests of C&BII owned by
her, free and clear of all Encumbrances.

         2.2 CLOSING TRANSACTIONS.

         (a) CLOSING. The closing of the transactions contemplated by this
Agreement (the " CLOSING") shall take place at the offices of Kirkland &
Ellis in Chicago, Illinois, at 9:00 a.m. local time on December ___, 1999, or
at such other time or place as is mutually agreeable to the parties, or, if
any of the conditions to Closing set forth in Article III have not been
satisfied at or waived by the party entitled to the benefit thereof on or
prior to such date, on the second business day following satisfaction or
waiver of such conditions (the " CLOSING DATE").

         (b) DELIVERIES. At the Closing:

             (i) Buyers, in the aggregate, shall pay to each of Sellers an
amount equal to (A) the percentage set forth opposite such Seller's name on
the SCHEDULE OF SELLERS attached hereto, MULTIPLIED BY (B) an amount equal to
the Estimated Purchase Price LESS the Escrow Amount, by wire transfer of
immediately available funds to the respective accounts designated by Sellers;

              (ii) Buyers shall deliver the Escrow Amount to the Escrow Agent
for deposit into an escrow account established pursuant to the terms of the
Escrow Agreement. The Escrow Amount shall be available on a non-exclusive
basis to satisfy amounts owing to the Buyers Parties pursuant to Section 8.2
below;


                                      -9-


                  (iii) MEC and BYC shall deliver to Linc.net Acquisition I
assignments of the C&BI Partnership Interests which are limited partnership
interests, and will deliver to Linc.net Acquisition Corp. II assignments of
the C&BI Partnership Interests which are general partnership interests;

                  (iv) DC shall deliver to Linc.net Acquisition I assignments
of C&BII Partnership Interests which are limited partnership interests, and
will deliver to Linc.net Acquisition Corp. II assignments of the C&BII
Partnership Interests which are general partnership interests;

                  (v) the Companies, Sellers and Buyers, as applicable, shall
deliver the opinions, certificates and other documents and instruments
required to be delivered by or on behalf of such party under Article III
below;

                  (vi) Sellers shall deliver to Buyers all corporate books
and records and other property of the Companies in their possession; and

                  (vii) Buyers or their Affiliates shall cause all of the
Indebtedness set forth on the INDEBTEDNESS SCHEDULE to be paid in connection
with the Closing.

             (c) EXCLUDED ASSETS. At any time prior to Closing, the Companies
may declare a dividend consisting of, sell or otherwise dispose of, or
distribute to the Sellers all of the assets set forth on the EXCLUDED ASSETS
SCHEDULE. Buyers agree to cooperate with Sellers after Closing as may be
reasonably necessary to assist Sellers in completing the distribution of any
Excluded Assets.

         2.3 PURCHASE PRICE.

             (a) The aggregate purchase price to be paid for the C&BI
Partnership Interest and C&BII Partnership Interests (the " PURCHASE PRICE")
shall be an amount equal to $34,000,000, MINUS (i) an amount equal to the
aggregate amount of all Indebtedness of the Companies existing as of the
Closing (the " CLOSING INDEBTEDNESS"), MINUS (ii) an amount equal to the
aggregate amount of all Taxes of or payable by the Companies with respect to
any taxable year or taxable period or portion thereof ended on or prior to
the Closing Date (the " CLOSING TAX LIABILITY"), MINUS (iii) an amount equal
to the amount (if any) by which the Net Worth of the Companies as of the
Closing Date as shown on the Closing Balance Sheet (as defined in Section
2.3(c) below and as prepared in accordance with the provisions thereof) (the
"CLOSING NET WORTH") is less than $8,300,000 (without duplication of any
reduction under clause (v) below), PLUS (iv) an amount equal to the aggregate
value of cash, Cash Equivalents and marketable securities of the Companies as
of the Closing Date as shown on the Closing Balance Sheet (as defined in
Section 2.3(c) below and as prepared in accordance with the provisions
thereof) (the "CLOSING CASH AMOUNT"), MINUS (v) an amount equal to the
amount (if any) by which the Net Working Capital of the Company as of the
Closing Date as shown on the Closing Balance Sheet (as defined in Section
2.3(c) below and as prepared in accordance with the provisions thereof) (the
"CLOSING NET WORKING CAPITAL") is less than


                                      -10-


$4,650,000, PLUS (vi) the Section 338(h)(10) Adjustment (if any). In
addition, Sellers will be entitled to the Earnout Payment (if any) set forth
in Section 2.4.

             (b) At the Closing, Buyers, in the aggregate, shall pay to
Sellers in the manner described in clause (i) of Section 2.2(b) above an
amount equal to the Purchase Price, as estimated in good faith by Buyers and
Sellers (including an estimate of the components of the Purchase Price), not
less than two days prior to the Closing (the "ESTIMATED PURCHASE PRICE").

             (c) Within 60 days following the Closing Date, Buyers shall
deliver to the Seller Representative a consolidated balance sheet of the
Companies (in its final and binding form, the " CLOSING BALANCE SHEET"),
setting forth the Closing Indebtedness, the Closing Tax Liability, the
Closing Net Worth, the Closing Cash Amount, the Closing Net Working Capital
and the Section 338(h)(10) Adjustment and the resulting Purchase Price
calculated with reference to such amounts. The Closing Balance Sheet shall
include all known adjustments required in a year-end closing of the books and
shall be prepared in accordance with GAAP. Sellers shall cooperate as
reasonably requested in connection with the preparation of the Closing
Balance Sheet. During the 20-day period immediately following the Seller
Representative's receipt of the Closing Balance Sheet, Sellers shall be
permitted to review the Companies' books and records and the Companies'
working papers related to the preparation of the Closing Balance Sheet and
determination of the Purchase Price. The Closing Balance Sheet shall become
final and binding upon the parties 20 days following the Seller
Representative's receipt thereof, unless Sellers shall give written notice of
their disagreement (a "NOTICE OF DISAGREEMENT") to Buyers prior to such
date. Any Notice of Disagreement shall specify in reasonable detail the
nature and dollar amount of any disagreement so asserted and shall be
delivered only if (and to the extent that) Sellers reasonably and in good
faith determine that the Closing Balance Sheet and the resulting Purchase
Price calculated with reference thereto delivered by Buyers has not been
determined in accordance with the guidelines and procedures set forth in this
Agreement. If a timely Notice of Disagreement is received by Buyers, then the
Closing Balance Sheet (as revised in accordance with clause (x) or (y) below)
shall become final and binding upon the parties on the earliest of (x) the
date the parties resolve in writing any differences they have with respect to
the matters specified in the Notice of Disagreement or (y) the date all
matters in dispute are finally resolved in writing by the Accounting Firm
(defined below). During the 20 days following delivery of a Notice of
Disagreement, the Parties shall seek in good faith to resolve in writing any
differences which they have with respect to the matters specified in the
Notice of Disagreement. Following delivery of a Notice of Disagreement,
Buyers and their agents and representatives shall be permitted to review
Sellers' and their representatives' working papers relating to the Notice of
Disagreement. At the end of the 20-day period referred to above, the parties
shall submit to a mutually satisfactory independent "big-five" accounting
firm other than Ernst & Young LLP and the Companies' accountants prior to the
Closing for review and resolution of all matters (but only such matters) that
remain in dispute and that were properly included in the Notice of
Disagreement. If the parties are unable to mutually agree upon an accounting
firm, Buyers and the Seller Representative shall select by lot a "big-five"
accounting firm other than Ernst & Young LLP and the Companies' accountants
prior to the Closing. The parties shall instruct the accounting firm
ultimately agreed upon or selected by lot under this Section 2.3(c)
(the "ACCOUNTING FIRM") to make a final determination of the Closing


                                      -11-


Indebtedness, the Closing Tax Liability, the Closing Net Worth, the Closing
Cash Amount, the Closing Net Working Capital and the Section 338(h)(10)
Adjustment and the resulting Purchase Price calculated with reference to such
amounts to the extent such amounts are in dispute, in accordance with the
guidelines and procedures set forth in this Agreement. The Parties will
cooperate with the Accounting Firm during the term of its engagement. The
Parties shall instruct the Accounting Firm to not assign a value to any item
in dispute greater than the greatest value for such item assigned by Buyers,
on the one hand, or Sellers, on the other hand, or less than the smallest
value for such item assigned by Buyers, on the one hand, or Sellers, on the
other hand. The Parties shall also instruct the Accounting Firm to make its
determination based solely on presentations by Buyers and Sellers which are
in accordance with the guidelines and procedures set forth in this Agreement
(i.e. not on the basis of an independent review). The Closing Balance Sheet
and the determination of the Closing Indebtedness, the Closing Tax Liability,
the Closing Net Worth, the Closing Cash Amount, the Closing Net Working
Capital and the Section 338(h)(10) Adjustment and the resulting Purchase
Price calculated with reference thereto shall become final and binding on the
Parties on the date the Accounting Firm delivers its final resolution in
writing to the parties (which final resolution shall be requested by the
Parties to be delivered not more than 45 days following submission of such
disputed matters). The fees and expenses of the Accounting Firm shall be
shared equally by Buyers, on the one hand, and Sellers, on the other hand.

             (d) Promptly after the Closing Balance Sheet and the
determination of the Closing Indebtedness, the Closing Tax Liability, the
Closing Net Worth, the Closing Cash Amount, the Closing Net Working Capital
and the Section 338(h)(10) Adjustment and the resulting Purchase Price
calculated with reference to such amounts become final and binding on the
parties under Section 2.3(c) above, the Estimated Purchase Price shall be
recalculated by giving effect to the final and binding Closing Indebtedness,
Closing Tax Liability, Closing Net Worth, Closing Cash Amount, Closing Net
Working Capital and the Section 338(h)(10) Adjustment (as recalculated, the
"FINAL PURCHASE PRICE"). If the Estimated Purchase Price is greater than the
Final Purchase Price, Sellers shall, and if the Final Purchase Price is
greater than the Estimated Purchase Price, Buyers shall, within three
business days after the Closing Balance Sheet becomes final and binding on
the parties, make payment by wire transfer to Buyers or Sellers, as the case
may be, in immediately available funds of the amount of such difference,
together with interest thereon at a rate per annum equal to the Applicable
Rate, calculated on the basis of the actual number of days elapsed over 360,
from the Closing Date to the date of payment.

             2.4 DETERMINATION AND PAYMENT OF EARNOUT PAYMENT.

             (a) AMOUNT OF EARNOUT PAYMENT. Buyers, in the aggregate, shall
pay an additional amount to the Sellers based on the Companies' performance
during the twelve-month period ending December 31, 2000 (the "EARNOUT
PERIOD"). The amount (if any) paid with respect to the Earnout Period (the
"EARNOUT PAYMENT") shall be determined in accordance with this Section 2.4.

             (b) PAYMENT OF EARNOUT PAYMENT. An Earnout Payment payable
hereunder shall be made by wire transfer of immediately payable funds to the
Sellers by Buyers. The Earnout Payment


                                      -12-


for shall be paid within five days following the determination of EBITDA for
the Earnout Period pursuant to Sections 2.4(c) and 2.4(d) below.
Notwithstanding the foregoing, any amounts payable by Buyers pursuant to this
Section 2.4 may be reduced by any amounts owing to any of the Buyer Parties
pursuant to Section 8.2 below.

             (c) DETERMINATION OF EARNOUT PAYMENT. If the Companies' EBITDA
is greater than $8,800,000 (the "EBITDA THRESHOLD") during the Earnout
Period, then the Earnout Payment shall be equal to 35% of the amount of
EBITDA in excess of the EBITDA Threshold.

             (d) DETERMINATION OF EBITDA. Within 60 days after the last day
of the Earnout Period, the Buyers will prepare and deliver to the Seller
Representative a statement (the "EBITDA STATEMENT") that sets forth EBITDA
for the Earnout Period. The Seller Representative shall cooperate as
reasonably requested by Buyers in connection with the preparation of the
foregoing. The Seller Representative may dispute the calculation of EBITDA
set forth on an EBITDA Statement by delivering a Notice of Disagreement to
Buyers within 30 days following delivery of the EBITDA Statement. Any Notice
of Disagreement delivered pursuant to this Section 2.4(d) shall specify in
reasonable detail the nature and dollar amount of any disagreement so
asserted and shall be delivered only if (and to the extent that) the Seller
Representative reasonably and in good faith determines that the EBITDA set
forth on the EBITDA Statement has not been determined in accordance with the
guidelines and procedures set forth in this Agreement. During the 30 days
following delivery of a Notice of Disagreement, the parties shall seek in
good faith to resolve in writing any differences which they may have with
respect to the matters specified in the Notice of Disagreement. At the end of
the 30 day period referred to above, the parties shall submit to the
Accounting Firm for review and resolution of all matters (but only such
matters) which were properly included in the Notice of Disagreement, and the
Accounting Firm shall make a final determination of EBITDA in accordance with
the guidelines and procedures set forth in this Agreement. If the parties are
unable to mutually agree on an Accounting Firm, the Seller Representative and
Buyers shall select a "big-five" Accounting Firm by lot (after excluding
Ernst & Young, LLP and the Companies' accountants prior to the Closing). The
parties will cooperate with the Accounting Firm during the term of its
engagement. In resolving any matters in dispute, the Accounting Firm may not
assign a value to any item in dispute greater than the greatest value for
such item assigned by Buyers, on the one hand, or the Seller Representative,
on the other hand, or less than the smallest value for such item assigned by
Buyers, on the one hand, or the Seller Representative, on the other hand. The
Accounting Firm's determination will be based solely on presentations by
Buyers and the Seller Representative or their respective representatives
which are in accordance with the guidelines and procedures set forth in this
Agreement (I.E., not on the basis of an independent review). The
determination of EBITDA shall become final and binding on the parties on the
date the Accounting Firm delivers its final resolution in writing to the
parties (which final resolution shall be delivered not more than 30 days
following submission of such disputed matters). The fees and expenses of the
Accounting Firm shall be shared equally by the Sellers, on the one hand, and
the Companies, on the other hand.

             (e) EARNOUT PAYMENTS ARE NOT SECURITIES. The rights of a Seller
to receive a portion of any Earnout Payment (i) will not be represented by
any form of certificate or instrument; (ii) do not


                                      -13-


give the Sellers any dividend rights, voting rights, liquidation rights,
preemptive rights or other rights common to holders of the Companies' capital
stock or C&BII Partnership Interests, as the case may be; (iii) are not
redeemable; and (iv) may not be sold, assigned, pledged, gifted, conveyed,
transferred or otherwise disposed of (a "TRANSFER"), except by will or
pursuant to the laws of descent and distribution (and any Transfer in
violation of this Section 2.4(e) shall be null and void). The right to
receive a portion of the Earnout Payment is solely a contractual right, and
is not a security for purposes of any federal or state securities laws.

             (f) RESTRICTIONS ON PAYMENT. Notwithstanding anything to the
contrary in this Agreement, the Buyers shall not be obligated to pay all or
any portion of the Earnout Payment (if any) on the date such payment is due
if and to the extent the payment of such amount (i) is not permitted at such
time under the provisions of any of Buyers' financing agreements or (ii)
would result in a default under any of Buyers' financing agreements or a
default exists thereunder at the time of such contemplated payment. Buyers
shall pay any amounts they are obligated to pay under this Section 2.4
(including interest at the Applicable Rate from the date such payment was due
under this Section 2.4) as soon as the restrictions set forth in clauses (i)
and (ii) above no longer exist. Any failure by Buyers to pay all or any
portion of the Earnout Payment by virtue of clauses (i) or (ii) above shall
not constitute a default under or a breach of this Agreement for any reason.

                                   ARTICLE III

                             CONDITIONS TO CLOSING

         3.1 CONDITIONS TO BUYERS' OBLIGATIONS. The obligation of Buyers to
consummate the transactions contemplated by this Agreement is subject to the
satisfaction of the following conditions on or prior to the Closing Date:

             (a) The representations and warranties in Article V hereof that
are subject to materiality qualifications shall be true and correct in all
respects at and as of the Closing and the representations and warranties
contained in Article V hereof that are not subject to materiality
qualifications shall be true and correct in all material respects at and as
of the Closing, in each case as though then made and as though the Closing
Date was substituted for the date of this Agreement throughout such
representations and warranties (without taking into account any disclosures
made by Sellers or the Companies to Buyers pursuant to Section 4.7 below),
and each of Sellers and the Companies shall have performed in all material
respects all of the covenants and agreements required to be performed by
Sellers and the Companies hereunder prior to the Closing;

             (b) Sellers and the Companies shall have received or obtained
all third-party consents and approvals that are necessary (i) for the
consummation of the transactions contemplated hereby or (ii) to prevent a
breach of or default under, or a termination, modification or acceleration
of, any instrument, contract, lease, license or other agreement identified
with an asterisk on the attached


                                      -14-


RESTRICTIONS SCHEDULE (collectively, the "THIRD-PARTY APPROVALS"), in each
case on terms reasonably satisfactory to Buyers;

             (c) Buyers and the Companies shall have received or obtained all
governmental and regulatory consents, approvals, licenses and authorizations
that are necessary (i) for the consummation of the transactions contemplated
hereby or (ii) for Buyers to own the C&BI Partnership Interests and the C&BII
Partnership Interests and to operate the businesses of and control the
Companies following the Closing (including any required approvals from the
State of Texas), in each case on terms and conditions reasonably satisfactory
to Buyers (collectively, the "GOVERNMENTAL APPROVALS");

             (d) No suit, action or other proceeding shall be pending or
threatened before any court or governmental or regulatory official, body or
authority or any arbitrator wherein an unfavorable injunction, judgment,
order, decree, ruling or charge would (i) prevent the performance of this
Agreement or the consummation of any of the transactions contemplated hereby
or declare unlawful any of the transactions contemplated hereby, (ii) cause
any of the transactions contemplated by this Agreement to be rescinded
following consummation, (iii) affect adversely the right of Buyers to own the
C&BI Partnership Interests and the C&BII Partnership Interests or operate the
businesses of or control the Companies or (iv) affect adversely the right of
the Companies to own their respective assets or control their respective
businesses, and no such injunction, judgment, order, decree or ruling shall
have been entered or be in effect;

             (e) Since June 30, 1999, there shall have been no material
adverse change or development in the business, financial condition, value,
operating results, assets, operations, business prospects, cash flow, net
worth or customer, supplier or employee relations of the Companies taken as a
whole (as determined by Buyers in their sole discretion);

             (f) Buyers shall have completed and shall be satisfied in their
sole discretion with the results of its and its attorneys', accountants' and
other representatives' business, legal, accounting and financial due
diligence investigation and evaluation of the Companies (which investigation
and evaluation shall include a review of the Companies' relationships with
key customers and suppliers, ongoing relationships with key employees
(including the Executives) and Intellectual Property Rights, as well as the
Companies' acquisition opportunities and any other matters as deemed
appropriate by Buyers);

             (g) Buyers shall have obtained all of the financing they need in
order to consummate the transactions contemplated hereby and fund the working
capital requirements of the Companies following the Closing (in each case on
terms and conditions satisfactory to Buyers in their sole discretion);

             (h) Sellers shall have delivered to the Companies (i) all
property owned by the Companies that is currently used by any persons who are
not full-time employees of the Companies, and (ii) all credit cards issued in
the name of the Companies and used by any persons who are not full-time
employees of the Companies;


                                      -15-


             (i) The Companies shall have obtained and delivered to Buyers a
fully-executed estoppel certificate and landlord lien waiver agreement from
the lessor of the Leased Real Property demised by the Real Estate Lease in
form and substance reasonably satisfactory to Buyers and Buyers' lender, and
such estoppel certificate and landlord lien waiver agreement shall be in full
force and effect at Closing;

             (j) The respective employment agreements between C&BII and each
of MEC and DC shall have been entered into, containing a two-year
noncompetition and nonsolicitation covenant, each in form substantially the
same as that attached hereto as EXHIBIT B (the "EMPLOYMENT AGREEMENTS"), and
all of such agreements shall be in full force and effect at the Closing;

             (k) Each of MEC and DC shall have entered into an executive
stock purchase agreement with Linc.net providing for the purchase of at least
$3,400,000 of capital stock of Linc.net, each in form substantially the same
as that attached hereto as EXHIBIT C (the "EXECUTIVE PURCHASE AGREEMENTS"),
and all of such agreements shall be in full force and effect at the Closing;

             (l) Each of MEC and DC shall have entered into an Amended and
Restated Stockholders Agreement among Linc.net and the stockholders of
Linc.net in form substantially the same as that attached hereto as EXHIBIT D
(the "STOCKHOLDERS AGREEMENT"), and such agreement shall be in full force
and effect at the Closing;

             (m) Each of MEC and DC shall have entered into an Amended and
Restated Registration Agreement among Linc.net and the stockholders of
Linc.net in form substantially the same as that attached hereto as EXHIBIT E
(the "REGISTRATION AGREEMENT"), and such agreement shall be in full force
and effect at the Closing;

             (n) MEC shall have entered into a lease agreement in form
substantially the same as that attached hereto as EXHIBIT F (the "REAL
ESTATE LEASE"), and the Real Estate Lease shall be in full force and effect
at the Closing;

             (o) Each of Sellers and the Escrow Agent shall have executed and
delivered the Escrow Agreement, and the Escrow Agreement shall be in full
force and effect as of the Closing and shall not have been amended or
modified;

             (p) Buyers shall have received from Decker, Jones, McMackin,
McClane, Hall & Bates P.C., counsel for Sellers and the Company, an opinion
with respect to the matters set forth in EXHIBIT G attached hereto, which
shall be addressed to Buyers and Buyers' lenders, dated as of the Closing
Date, and in form and substance reasonably satisfactory to Buyers and Buyers'
lenders;

             (q) Buyers shall have received evidence (in form and substance
satisfactory to Buyers) that the Companies' and Sellers' legal counsel,
investment bankers and other agents and representatives have been paid in
full and that the Companies do not have any liability to any of the


                                      -16-


Companies' or Sellers' legal counsel, investment bankers, agents or
representatives or that such liabilities will be paid prior to Closing out of
the Companies' available cash;

             (r) The Companies shall have obtained releases of all Liens
(other than any Permitted Liens) relating to the assets and properties of the
Companies and the Companies shall have obtained and delivered to Buyers and
Buyers' lenders payoff letters with respect to all Indebtedness for borrowed
money outstanding as of the Closing (in each case on terms and conditions
satisfactory to Buyers);

             (s) The Buy/Sell Agreement and the Right of First Refusal
Agreement shall have been terminated and be of no further force or effect;

             (t) Sellers and the Companies shall have delivered to Buyers
copies of the Companies' most recently prepared interim monthly and
year-to-date financial statements; and

             (u) At the Closing, Sellers shall have delivered to Buyers (i) a
certificate signed by the Companies, dated the date of the Closing, stating
that the conditions specified in subsections (a) through (t) above (other
than subsections (f), (g) and (p) above) have been satisfied as of the
Closing; (ii) a certificate from Sellers and the Companies indicating their
good faith and best estimates of (A) the Closing Indebtedness, (B) the
Closing Tax Liability, (C) the Closing Net Worth, (D) the Closing Cash
Amount, (E) the Closing Net Working Capital and (F) the Section 338(h)(10)
Adjustment; (iii) copies of all Third-Party Approvals and Governmental
Approvals; (iv) certified copies of the resolutions of C&BI's and C&BII's
general partners authorizing the execution, delivery and performance of this
Agreement and the other agreements contemplated hereby and the consummation
of the transactions contemplated hereby and thereby; (v) good standing
certificates for each of the Companies from their respective jurisdictions of
incorporation and each jurisdiction in which the Companies are qualified to
do business as a foreign corporation, in each case dated as of a recent date
prior to the Closing Date; and (vi) such other documents or instruments as
are required to be delivered by Sellers or the Companies at the Closing
pursuant to the terms hereof or that Buyers reasonably request prior to the
Closing Date to effect the transactions contemplated hereby.

             All proceedings to be taken by Sellers and the Companies in
connection with the consummation of the transactions contemplated hereby and
all certificates, opinions, instruments and other documents required to
effect the transactions contemplated hereby reasonably requested by Buyers
shall be reasonably satisfactory in form and substance to Buyers and their
special counsel. Any condition specified in this Section 3.1 may be waived by
Buyers if such waiver is set forth in a writing duly executed by Buyers.

         3.2 CONDITIONS TO SELLERS' OBLIGATIONS. The obligation of Sellers to
consummate the transactions contemplated by this Agreement is subject to the
satisfaction of the following conditions at or prior to the Closing:


                                      -17-


                  (a) The representations and warranties made in Article VI
hereof shall be true and correct in all material respects at and as of the
Closing Date as though then made and as though the Closing Date was
substituted for the date of this Agreement throughout such representations
and warranties (without taking into account any disclosures made by Buyers to
Sellers pursuant to Section 4.7 below), and Buyers shall have performed in
all material respects all the covenants and agreements required to be
performed by Buyers hereunder prior to the Closing;

                  (b) No suit, action or other proceeding shall be pending
before any court or governmental or regulatory official, body or authority
wherein an unfavorable injunction, judgment, order, decree or ruling would
(i) prevent consummation of the transactions contemplated by this Agreement
or (ii) cause the transactions contemplated by this Agreement to be rescinded
following consummation, and no such injunction, judgment, order, decree or
ruling shall be in effect;

                  (c) Each of Buyers and the Escrow Agent shall have executed
and delivered the Escrow Agreement, and the Escrow Agreement shall be in full
force and effect as of the Closing;

                  (d) Linc.net shall have executed and delivered the
Stockholders Agreement, and the Stockholders Agreement shall be in full force
and effect as of the Closing;

                  (e) Linc.net shall have executed and delivered the
Registration Agreement, and the Registration Agreement shall be in full force
and effect as of the Closing;

                  (f) Linc.net shall have executed and delivered each of the
Executive Purchase Agreements, and each of the Executive Purchase Agreements
shall be in full force and effect as of the Closing;

                  (g) At the Closing, Buyers shall have delivered to the
Seller Representative (i) a certificate signed by Buyers, dated the date of
the Closing, stating that the conditions specified in subsection (a) through
(f) above have been satisfied, (ii) certified copies of the resolutions of
Buyers' board of directors authorizing the execution, delivery and
performance of this Agreement and the other agreements contemplated hereby
and the consummation of the transactions contemplated hereby and thereby and
(iii) such other documents or instruments as are required to be delivered by
Buyers at the Closing pursuant to the terms hereof or that Sellers reasonably
request prior to the Closing Date to effect the transactions contemplated
hereby; and

                  (h) Sellers shall have received from Kirkland & Ellis,
counsel for Buyers, an opinion with respect to the matters set forth in
EXHIBIT H attached hereto, which shall be addressed to the Sellers, dated as
of the Closing Date and in a form reasonably satisfactory to Sellers.

                  All proceedings to be taken by Buyers in connection with
the consummation of the transactions contemplated hereby and all documents
required to be delivered by Buyers to effect the transactions contemplated
hereby reasonably requested by Sellers or the Seller Representative shall


                                      -18-


be reasonably satisfactory in form and substance to Sellers and their
counsel. Any condition specified in this Section 3.2 may be waived if such
waiver is set forth in a writing duly executed by Sellers.

                                   ARTICLE IV

                            [Intentionally Omitted]


                                    ARTICLE V

                   REPRESENTATIONS AND WARRANTIES CONCERNING
                           THE COMPANIES AND SELLERS

         As a material inducement to Buyers to enter into this Agreement and
consummate the transactions contemplated hereby, each of Sellers and the
Companies hereby jointly and severally represent and warrant to Buyers that:

         5.1 CAPACITY, ORGANIZATION, CORPORATE POWER AND LICENSES. Each
Seller has full power, authority and legal capacity to enter into this
Agreement and the other documents contemplated hereby to which such Seller is
a party and to perform his obligations hereunder and thereunder. C&BI is a
limited partnership duly organized, validly existing and in good standing
under the laws of the State of Texas and is qualified to do business as a
corporation (but not a limited partnership) in every jurisdiction in which
its ownership of property or conduct of business requires it to qualify.
C&BII is a limited partnership duly organized, validly existing and in good
standing under the laws of the State of Texas and is qualified in every
jurisdiction in which its ownership of property or conduct of business
requires it to qualify. Each of the Companies possesses all requisite power
and authority and all licenses, permits and authorizations necessary to own
and operate its properties, to carry on its businesses as now conducted and
presently proposed to be conducted and to carry out the transactions
contemplated by this Agreement. The copies of each of the Companies'
organizational and governance documents which have been furnished to Buyers'
special counsel reflect all amendments made thereto at any time prior to the
date of this Agreement and are correct and complete. The minute books
(containing the records of meetings of the partners) and the ownership record
books, if any, of the Companies are correct and complete in all material
respects. The Companies are not in default under or in violation of any
provision of their organizational and governance documents. The attached
OFFICERS AND DIRECTORS SCHEDULE sets forth a list all of the officers and
directors of each of the Companies, as applicable.

         5.2 CAPITAL AND RELATED MATTERS; TITLE TO PARTNERSHIP INTERESTS. At
the Closing, MEC and BYC shall assign Buyers good and marketable title to the
C&BI Partnership Interests, free and clear of all Encumbrances and DC shall
assign to Buyers good and marketable title to the C&BII Partnership
Interests, free and clear of all Encumbrances. Neither C&BI nor C&BII has
outstanding any securities convertible or exchangeable for any of its
partnership interests or containing any profit participation


                                      -19-


features, nor any rights or options to subscribe for or to purchase its
partnership interests or any securities convertible into or exchangeable for
its partnership interests or any partnership interest appreciation plan or
any phantom partnership interest plan. Neither of the Companies is subject to
any option or obligation (contingent or otherwise) to repurchase or otherwise
acquire or retire any partnership interests or any warrants, options or other
rights to acquire its partnership interests. Neither of the Companies has
violated any federal or state securities laws in connection with the offer,
sale or issuance of its partnership interests. All of the Companies'
outstanding partnership interests, have been validly issued and are fully
paid and nonassessable. Except as set forth on the attached CAPITAL STOCK AND
RELATED MATTERS SCHEDULE, there are no agreements between the Companies'
partners with respect to the voting or transfer of the Companies' partnership
interests or with respect to any other aspect of the Companies' affairs. MEC
is the sole general partner of C&BI, and C&BI and DC are the sole general
partners of C&BII. Each of the Sellers has good and marketable title to the
C&BI Partnership Interests or C&BII Partnership Interests set forth next to
such Seller's name on the SCHEDULE OF SELLERS attached hereto.

         5.3 AUTHORIZATION; NONCONTRAVENTION. The execution, delivery and
performance of this Agreement and all of the other agreements and instruments
contemplated hereby to which the Companies are a party have been duly
authorized by the Companies, and no other act or other proceeding on the part
of the Companies or their partners is necessary to authorize the execution,
delivery or performance of this Agreement or the other agreements
contemplated hereby and the consummation of the transactions contemplated
hereby or thereby. This Agreement has been duly executed and delivered by
each of the Companies and Sellers and constitutes a valid and binding
obligation of each of the Companies and Sellers, enforceable in accordance
with its terms, and each of the other agreements and instruments contemplated
hereby to which the Companies or any Seller is a party, when executed and
delivered by the Companies or such Seller(s), as applicable, in accordance
with the terms hereof and thereof, shall each constitute a valid and binding
obligation of such Person, enforceable in accordance with its respective
terms. Except as set forth on the attached RESTRICTIONS SCHEDULE, the
execution and delivery by the Companies and Sellers of this Agreement and all
of the other agreements and instruments contemplated hereby to which the
Companies or any Seller(s) is a party and the fulfillment of and compliance
with the respective terms hereof and thereof by the Companies and Sellers do
not and shall not (a) conflict with or result in a breach of the terms,
conditions or provisions of, (b) constitute a default under (whether with or
without the passage of time, the giving of notice or both), (c) result in the
creation of any Lien upon the Companies' partnership interests or assets
pursuant to, (d) give any third party the right to modify, terminate or
accelerate any obligation under, (e) result in a violation of, or (f) require
any authorization, consent, approval, exemption or other action of or by or
notice or declaration to, or filing with, any third party or any court or
administrative or governmental body or agency pursuant to, the Companies'
organizational documents, or any law, statute, rule or regulation to which
the Companies or any Seller is subject, or any agreement, instrument,
license, permit, order, judgment or decree to which the Companies or any
Seller is subject. Neither of the Companies nor any Seller is a party to or
bound by any written or oral agreement or understanding with respect to a
Company Transaction other than this Agreement, and each such Person has
terminated all discussions with third parties (other than with Buyers and its
Affiliates) regarding Company Transactions.


                                      -20-


         5.4 SUBSIDIARIES. Neither of the Companies has or in the past five
years has had any Subsidiaries.

         5.5 FINANCIAL STATEMENTS. Attached hereto as the FINANCIAL
STATEMENTS SCHEDULE are the following financial statements:

                  (a) the audited combined balance sheet of each of the
Companies as of December 31, 1998, December 31, 1997 and December 31, 1996,
and the related statements of income and cash flows (or the equivalent) for
the fiscal years then ended; and

                  (b) the unaudited combined balance sheet of the Companies
as of September 30, 1999 (the "LATEST BALANCE SHEET"), and the related
statements of income and cash flows (or the equivalent) for the nine-month
period then ended.

Each of the foregoing financial statements (including in all cases the notes
thereto, if any) is accurate and complete, is consistent with the books and
records of the Companies (which, in turn, are accurate and complete), fairly
presents the financial condition and operating results of the Companies and
has been prepared in accordance with GAAP consistently applied throughout the
periods covered thereby (except for GAAP omissions as are noted on the
FINANCIAL STATEMENTS SCHEDULE), subject in the case of the unaudited
financial statements to the absence of footnote disclosures and normal year
end adjustments (none of which footnote disclosures or adjustments would,
alone or in the aggregate, be materially adverse to the business, operations,
assets, liabilities, financial condition, operating results, value, cash flow
or net worth of the Companies taken as a whole).

         5.6 ACCOUNTS RECEIVABLE. Except as set forth on the attached
ACCOUNTS RECEIVABLE SCHEDULE, all accounts and notes receivable reflected on
the Latest Balance Sheet and all accounts and notes receivable to be
reflected on the Closing Balance Sheet (net of allowances for doubtful
accounts as reflected thereon and as determined in accordance with GAAP) are
or shall be valid receivables arising in the ordinary course of business and
are or shall be current and collectible at the aggregate recorded amount
therefor as shown on the Latest Balance Sheet and on the Closing Balance
Sheet, as the case may be (net of allowances for doubtful accounts as
reflected thereon and as determined in accordance with GAAP). Except as set
forth on the attached ACCOUNTS RECEIVABLE SCHEDULE, no Person has any Lien on
such receivables or any part thereof, and no agreement for deduction, free
goods, discount or other deferred price or quantity adjustment has been made
with respect to any such receivables.

         5.7 INVENTORY . All of the Companies' inventory consists of a
quantity and quality usable and salable in the ordinary course of business
consistent with past practice, is not obsolete, defective, damaged or
slow-moving, is merchantable and fit for its intended use, and is being
actively marketed in normal commercial channels and in normal commercial
quantities, subject only to the reserves for inventory write-down set forth
on the face of the Latest Balance Sheet and the Closing Balance Sheet (rather
than the notes thereto) and as determined in accordance with GAAP.


                                      -21-


         5.8 ABSENCE OF UNDISCLOSED LIABILITIES. Except as set forth on the
attached LIABILITIES SCHEDULE, neither of the Companies has or will have any
obligation or liability (whether accrued, absolute, contingent, unliquidated
or otherwise, whether or not known to the Companies, whether due or to become
due and regardless of when or by whom asserted) arising out of any
transaction entered at or prior to the date hereof, or any action or inaction
at or prior to the date hereof, or any state of facts existing at or prior to
the date hereof, other than (a) liabilities reflected on the Latest Balance
Sheet, (b) liabilities and obligations which have arisen after the date of
the Latest Balance Sheet in the ordinary course of business (none of which is
a liability for breach of contract, breach of warranty, tort, infringement,
violation of law, claim or lawsuit), (c) obligations under contracts and
commitments described on the attached CONTRACTS SCHEDULE or under contracts
and commitments entered into in the ordinary course of business consistent
with past practice which are not required to be disclosed on such Schedule
pursuant to Section 5.12 below (but not liabilities for any breach of any
such contract or commitment occurring on or prior to the Closing Date), and
(d) other liabilities and obligations expressly disclosed in the other
Schedules referred to in this Article V.

         5.9 NO MATERIAL ADVERSE EFFECT. Since December 31, 1998, there has
occurred no fact, event or circumstance which has had or would reasonably be
expected to have a Material Adverse Effect. Since December 31, 1998, each of
the Companies has conducted its business only in the ordinary course of
business consistent with past practice.

         5.10 ABSENCE OF CERTAIN DEVELOPMENTS. Except as set forth on the
attached DEVELOPMENTS SCHEDULE, since December 31, 1998, neither of the
Companies has:

                  (a) issued any notes, bonds or other debt securities or any
capital stock or other equity securities or any securities or rights
convertible, exchangeable or exercisable into any capital stock or other
equity securities;

                  (b) borrowed any amount or incurred or become subject to
any material liabilities, except commercial loan borrowing and current
liabilities incurred in the ordinary course of business and consistent with
past practice;

                  (c) discharged or satisfied any material Lien or paid any
material obligation or liability, other than current liabilities or
commercial loan borrowings paid in the ordinary course of business;

                  (d) declared, set aside or made any payment or distribution
of cash (including so-called "tax distributions") or other property to any of
its shareholders or partners with respect to such shareholder's capital stock
or partner's partnership interests or otherwise, or purchased, redeemed or
otherwise acquired any shares of its capital stock or other equity securities
(including any warrants, options or other rights to acquire its capital stock
or other equity);

                  (e) mortgaged or pledged any of its properties or assets or
subjected them to any Lien, except for Permitted Liens;


                                      -22-


                  (f) sold, assigned, transferred, leased, licensed or
otherwise encumbered any of its tangible assets, except in the ordinary
course of business consistent with past practice, or canceled any material
debts or claims;

                  (g) sold, assigned, transferred, leased, licensed or
otherwise encumbered any Intellectual Property Rights, disclosed any
proprietary confidential information to any Person (other than to Buyers and
its Affiliates and other than in the ordinary course of business consistent
with past practice in circumstances in which it has imposed reasonable
confidentiality restrictions), or abandoned or permitted to lapse any
Intellectual Property Rights;

                  (h) made or granted any bonus or any wage or salary
increase to any employee or group of employees (other than any wage or salary
increase to any employee of the Companies whose annual compensation is less
than $50,000 in the ordinary course of business and consistent with past
practice and except as required by pre-existing contracts described on the
attached CONTRACTS SCHEDULE), or made or granted any increase in any employee
benefit plan or arrangement, or amended or terminated any existing employee
benefit plan or arrangement or adopted any new employee benefit plan or
arrangement;

                  (i) suffered any extraordinary losses or waived any rights
of material value (whether or not in the ordinary course of business or
consistent with past practice) in excess of $25,000 in the aggregate;

                  (j) made capital expenditures or commitments therefor that
amount in the aggregate to more than $25,000;

                  (k) delayed or postponed the payment of any accounts
payable or commissions or any other liability or obligation or agreed or
negotiated with any party to extend the payment date of any accounts payable
or commissions or any other liability or obligation or accelerated the
collection of (or discounted) any accounts or notes receivable;

                  (l) made any loans or advances to, guaranties for the
benefit of, or any Investments in, any Person (other than advances to the
Companies' employees in the ordinary course of business consistent with past
practice);

                  (m) made any charitable contributions or pledges exceeding
in the aggregate $5,000 or made any political contributions;

                  (n) suffered any damage, destruction or casualty loss
exceeding in the aggregate $25,000, whether or not covered by insurance;

                  (o) made any change in any method of accounting or
accounting policies or made any write-down in the value of its inventory that
is material or that is other than in the usual, regular


                                      -23-


and ordinary course of business consistent with past practice or reversed any
accruals (whether or not in the ordinary course of business or consistent
with past practice);

                  (p) made any Investment in or taken any steps to
incorporate any Subsidiary;

                  (q) amended its articles of incorporation, by-laws or other
organizational documents;

                  (r) entered into any agreement or arrangement prohibiting
or restricting it from freely engaging in any business or otherwise
restricting the conduct of its business anywhere in the world;

                  (s) taken any action or failed to take any action that has,
had or would reasonably be expected to have the effect of accelerating to
pre-Closing periods sales to the trade or other customers that would
otherwise be expected to occur after the Closing;

                  (t) entered into any contract other than in the ordinary
course of business consistent with past practice, entered into any other
material transaction, whether or not in the ordinary course of business or
consistent with past practice, or materially changed any business practice; or

                  (u) agreed, whether orally or in writing, to do any of the
foregoing.

         5.11 ASSETS.

                  (a) Except as set forth on the attached ASSETS SCHEDULE,
each of the Companies has good and marketable title to, or a valid leasehold
interest in, all properties and assets used by it, located on its premises or
shown on the Latest Balance Sheet or acquired after the date thereof, free
and clear of all Liens (other than properties and assets disposed of for fair
consideration in the ordinary course of business since the date of the Latest
Balance Sheet and except for Liens disclosed on the Latest Balance Sheet
(including any notes thereto) and Liens for current property taxes not yet
due and payable and Permitted Liens). Each of the Companies owns, has a valid
leasehold interest in or has the valid and enforceable right to use all
assets, tangible or intangible, necessary for the conduct of its business as
presently conducted and as presently proposed to be conducted. Except as set
forth on the attached ASSETS SCHEDULE, all of the Companies' buildings
(including all components of such buildings, structures and other
improvements), equipment, machinery, fixtures, improvements and other
tangible assets (whether owned or leased) are in good condition and repair
(ordinary wear and tear excepted) and are fit for use in the ordinary course
of the Companies' business as presently conducted and as presently proposed
to be conducted. All such assets have been installed and maintained in all
material respects in accordance with all applicable laws, regulations and
ordinances. The attached ASSETS SCHEDULE sets forth and describes in
reasonable detail the actual out-of-pocket capital expenditures (as
determined in accordance with GAAP) made by the Companies during the
twelve-months ended December 31, 1998 and the nine-months ended September 30,
1999. The assets set forth on the attached EXCLUDED ASSETS SCHEDULE (except
for the Leased Real Property and office equipment and


                                      -24-


furniture located at the office of C&BI and miscellaneous sculpture and art)
are not used in the business or operations of the Companies, and have not
been used in the business or operations of the Companies in the past twelve
months.

                  (b) the LEASED REAL PROPERTY SCHEDULE attached hereto contains
a complete list of all real property leased or subleased by the Companies
(individually " LEASED REAL PROPERTY" and collectively, the "LEASED REALTY").
Other than the real property set forth on the attached EXCLUDED ASSETS SCHEDULE,
neither of the Companies owns any real property or possesses any right to
acquire any real property. The Companies have a valid leasehold interest in each
Leased Real Property, subject only to Permitted Liens. The Companies have
previously delivered to Buyers' special counsel complete and accurate copies of
each of the leases for the Leased Realty (the "REALTY LEASES"). With respect to
each Realty Lease: (i) the Realty Lease is legal, valid, binding, enforceable
and In full force and effect; (ii) neither of the Companies nor any other party
to the Realty Lease is in breach or default, and no event has occurred which,
with notice or lapse of time or both, would constitute such a breach or default
or permit termination, modification or acceleration under the Realty Lease;
(iii) no party to the Realty Lease has repudiated any provision thereof; (iv)
there are no disputes, oral agreements or forbearance programs in effect as to
the Realty Lease; (v) the Realty Lease has not been modified in any respect,
except to the extent that such modifications are disclosed by the documents
delivered to Buyers; and (vi) neither of the Companies has assigned,
transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in
the Realty Lease.

                  (c) The lessors of the Leased Real Property demised by the
Real Estate Lease own such property in fee simple absolute, free and clear of
all Liens, except Permitted Liens, and do not lease or sublease such property to
any Person other than the Companies and do not allow any Person other than the
Companies to use such property.

         5.12 CONTRACTS AND COMMITMENTS.

                  (a) Except as expressly contemplated by this Agreement or
as set forth on the attached CONTRACTS SCHEDULE, neither of the Companies is
a party to or bound by any written or oral:

                           (i) pension, profit sharing, stock option,
employee stock purchase or other plan or arrangement providing for deferred
or other compensation to employees, former employees or consultants, or any
other employee benefit plan or arrangement, or any collective bargaining
agreement or any other contract with any labor union, or severance
agreements, programs, policies or arrangements;

                           (ii) contract for the employment of any officer,
individual employee or other Person on a full-time, part-time, consulting or
other basis or relating to loans to officers, directors or Affiliates;

                           (iii) contract under which either of the Companies
has advanced or loaned any other Person amounts in the aggregate exceeding
$25,000;


                                      -25-


                           (iv) agreement or indenture relating to borrowed
money or other Indebtedness or the mortgaging, pledging or otherwise placing
a Lien on any material asset or material group of assets of either of the
Companies;

                           (v) Guaranty;

                           (vi) lease or agreement under which either of the
Companies is lessee of or holds or operates any property, real or personal,
owned by any other party, except for any lease of real or personal property
under which the aggregate annual rental payments do not exceed $25,000;

                           (vii) lease or agreement under which either of the
Companies is lessor of or permits any third party to hold or operate any
property, real or personal, owned or controlled by either of the Companies;

                           (viii) contract or group of related contracts with
the same party or group of affiliated parties the performance of which
involves consideration in the aggregate in excess of $25,000, other than
purchase and sales orders incurred in the ordinary course of business;

                           (ix) assignment, license, indemnification or
agreement with respect to any intangible property (including any Intellectual
Property Rights);

                           (x) warranty agreement with respect to its
services rendered or its products sold or leased;

                           (xi) agreement under which it has granted any
Person any registration rights (including demand or piggyback registration
rights);

                           (xii) sales, distribution, supply or franchise
agreement;

                           (xiii) agreement with a term of more than six
months which is not terminable by either of the Companies upon less than 30
days' notice without penalty and involves a consideration in excess of
$25,000 annually;

                           (xiv) contract regarding voting, transfer or other
arrangements related to the Companies' capital stock or partnership interests
or warrants, options or other rights to acquire any of the Companies' capital
stock or partnership interests;

                           (xv) contract or agreement prohibiting it from
freely engaging in any business or competing anywhere in the world; or

                           (xvi) any other agreement which is material to its
operations and business prospects or involves a consideration in excess of
$25,000 annually.


                                      -26-


                  (b) All of the contracts, leases, agreements and
instruments set forth or required to be set forth on the CONTRACTS SCHEDULE
are valid, binding and enforceable in accordance with their respective terms
and shall be in full force and effect without penalty in accordance with
their terms upon consummation of the transactions contemplated hereby. Except
as set forth on the CONTRACTS SCHEDULE, (i) each of the Companies has
performed all obligations required to be performed by it and is not in
default under or in breach of nor in receipt of any claim of default or
breach under any contract, lease, agreement or instrument to which either of
the Companies is subject; (ii) no event has occurred which with the passage
of time or the giving of notice or both would result in a default, breach or
event of noncompliance by the Companies under any contract, lease, agreement
or instrument to which either of the Companies are subject; (iii) neither of
the Companies has any present expectation or intention of not fully
performing all such obligations; (iv) no partially-filled or unfilled
customer purchase order or sales order is subject to cancellation or any
other material modification by the other party thereto or is subject to any
penalty, right of set-off or other charge by the other party thereto for late
performance or delivery; and (v) neither of the Companies nor any Seller has
knowledge of any breach or anticipated breach by the other parties to any
contract, lease, agreement, instrument or commitment to which they are
parties. Neither of the Companies is a party to any contract, agreement or
commitment the performance of which could reasonably be expected to have a
Material Adverse Effect.

                  (c) Buyers and Buyers' counsel has been supplied with or
has reviewed a true and correct copy of each of the written instruments,
plans, contracts and agreements and an accurate description of each of the
oral arrangements, contracts and agreements which are referred to on the
attached CONTRACTS SCHEDULE, together with all amendments, waivers or other
changes thereto. To the extent applicable, the contracts identified on the
CONTRACTS SCHEDULE are separately identified as lump sum, unit price, cost
plus or maintenance agreements.

         5.13 INTELLECTUAL PROPERTY RIGHTS.

                  (a) The attached INTELLECTUAL PROPERTY SCHEDULE contains a
complete and accurate list of all (i) patented or registered Intellectual
Property Rights owned or, to the Companies' or any Seller's knowledge, used
by the Companies, (ii) pending patent applications and applications for other
registrations of Intellectual Property Rights filed by or on behalf of the
Companies, and (iii) material unregistered Intellectual Property Rights owned
or used by the Companies. The attached INTELLECTUAL PROPERTY SCHEDULE also
contains a complete and accurate list of all licenses and other rights
granted by the Companies to any third party with respect to any Intellectual
Property Rights and all licenses and other rights granted by any third party
to the Companies with respect to any Intellectual Property Rights, in each
case identifying the subject Intellectual Property Rights. The Companies own
and possess all right, title and interest to, or has the right to use
pursuant to a valid and enforceable license, all Intellectual Property Rights
necessary for the operation of the businesses of the Companies as presently
conducted and as presently proposed to be conducted, free and clear of all
Liens. Without limiting the generality of the foregoing, the Companies own
and possess all right, title and interest in and to all Intellectual Property
Rights created or developed by the Companies' employees and independent
contractors or under the direction or supervision of the Companies' employees
or


                                      -27-


independent contractors relating to the businesses of the Companies or to the
actual or demonstratively anticipated research or development conducted by
the Companies. Except as set forth on the attached INTELLECTUAL PROPERTY
SCHEDULE, the loss or expiration of any Intellectual Property Right or
related group of Intellectual Property Rights owned or used by the Companies
have not had and would not reasonably be expected to have a Material Adverse
Effect, and no loss or expiration of any Intellectual Property Right is
threatened, pending or, to the Companies' or any Seller's knowledge,
reasonably foreseeable. The Companies have taken all necessary steps to
maintain and protect the Intellectual Property Rights which they own and use.
To the Companies' and Sellers' knowledge, the owners of any Intellectual
Property Rights licensed to the Companies have taken commercially reasonable
action to maintain and protect the Intellectual Property Rights which are
subject to such licenses.

                  (b) Except as set forth on the attached INTELLECTUAL
PROPERTY SCHEDULE, (i) there have been no claims made against the Companies
asserting the invalidity, misuse or unenforceability of any of the
Intellectual Property Rights owned or used by the Companies and, to the
Companies' and each Seller's knowledge, there is no basis for any such claim,
(ii) neither of the Companies nor any Seller has received any notices of, and
has no knowledge of any facts which indicate a likelihood of, any
infringement or misappropriation by, or conflict with, any third party with
respect to any Intellectual Property Rights (including any demand or request
that the Companies license any rights from a third party), (iii) the conduct
of the Companies' businesses has not infringed, misappropriated or conflicted
with and does not infringe, misappropriate or conflict with any Intellectual
Property Rights of other Persons, and (iv) to the Companies' and each
Seller's knowledge, the Intellectual Property Rights owned by or licensed to
the Companies have not been infringed, misappropriated or conflicted by other
Persons. The transactions contemplated by this Agreement will not have a
Material Adverse Effect on the Companies' right, title or interest in and to
the Intellectual Property Rights listed on the INTELLECTUAL PROPERTY SCHEDULE
and all of such Intellectual Property Rights shall be owned or available for
use by the Companies on identical terms and conditions immediately after the
Closing.

                  (c) Except as disclosed on the INTELLECTUAL PROPERTY
SCHEDULE, to the knowledge of the Sellers and the Companies, none of the
computer software, computer firmware, computer hardware (whether general or
special purpose) or other similar or related computer systems or software
that are used or relied on by Companies in the conduct of its business will
malfunction, will cease to function, will generate incorrect data or will
produce incorrect results when processing, providing or receiving (i)
date-related data from, into and between the twentieth and twenty-first
centuries or (ii) date-related data in connection with any valid date in the
twentieth and twenty-first centuries.

         5.14 LITIGATION. Except as set forth on the attached LITIGATION
SCHEDULE, there are no (and, during the five years preceding the date hereof,
there have not been any) actions, suits, proceedings (including any
arbitration proceedings), orders, investigations or claims pending or, to the
Companies' or any Seller's knowledge, threatened against or affecting the
Companies (or to the Companies' or any Seller's knowledge, pending or
threatened against or affecting any of the officers, directors or employees
of the Companies with respect to their business or proposed business
activities), or pending or threatened by the Companies against any Person, at
law or in equity, or before or by any governmental department, commission,
board, bureau, agency or instrumentality (including any


                                      -28-


actions, suits, proceedings or investigations with respect to the
transactions contemplated by this Agreement); neither of the Companies is
subject to any arbitration proceedings under collective bargaining agreements
or otherwise or any governmental investigations or inquiries; and, to the
Companies' or any Seller's knowledge, there is no basis for any of the
foregoing. The foregoing includes, without limitation, actions pending or
threatened involving the prior employment of any of the Companies' employees,
their use in connection with the Companies' businesses of any information or
techniques allegedly proprietary to any of their former employers or their
obligations under any agreements with prior employers. The Companies are
fully insured with respect to each of the matters set forth on the attached
LITIGATION SCHEDULE. Neither of the Companies is subject to any judgment,
order or decree of any court or other governmental agency, and neither of the
Companies has received any opinion or memorandum or advice from legal counsel
to the effect that it is exposed, from a legal standpoint, to any material
liabilities. There are no actions, suits, proceedings (including any
arbitration proceedings), orders, investigations or claims pending or, to the
Companies' or any Seller's knowledge, threatened against or affecting any
Seller in which it is sought to restrain or prohibit or to obtain damages or
other relief in connection with the transactions contemplated hereby.

         5.15 COMPLIANCE WITH LAWS. Except as set forth on the attached
COMPLIANCE SCHEDULE:

                  (a) Each of the Companies has complied and is in compliance
with all applicable laws, ordinances, codes, rules, requirements and
regulations of foreign, federal, state and local governments and all agencies
thereof relating to the operation of its business and the maintenance and
operation of its properties and assets. No notices have been received by and
no claims have been filed against the Companies alleging a violation of any
such laws, ordinances, codes, rules, requirements or regulations. Neither of
the Companies has made any bribes, kickback payments or other similar
payments of cash or other consideration, including payments to customers or
clients or employees of customers or clients for purposes of doing business
with such Persons.

                  (b) Each of the Companies holds and is in compliance with
all permits, licenses, bonds, approvals, certificates, registrations,
accreditations and other authorizations of all foreign, federal, state and
local governmental agencies required for the conduct of its business and the
ownership of its properties (including as the same relate to Environmental
and Safety Requirements and International Trade Laws and Regulations), and
the attached PERMITS SCHEDULE sets forth a list of all of such material
permits, licenses, bonds, approvals, certificates, registrations,
accreditations and other authorizations. No notices have been received by the
Companies alleging the failure to hold any of the foregoing. All of such
permits, licenses, bonds, approvals, accreditations, certificates,
registrations and authorizations will be available for use by the Companies
immediately after the Closing.

         5.16 ENVIRONMENTAL AND SAFETY MATTERS. Except as set forth on the
attached ENVIRONMENTAL SCHEDULE:

                  (a) Each of the Companies has complied with and is in
compliance with all Environmental and Safety Requirements, including, without
limitation, all permits and licenses


                                      -29-


required thereunder. Neither of the Companies has received any oral or
written notice, report or information regarding any actual or alleged
violation of Environmental and Safety Requirements or any liabilities or
potential liabilities (contingent or otherwise), including any investigation,
correction or remedial obligations relating to it or its facilities arising
under Environmental and Safety Requirements.

                  (b) Neither this Agreement nor the consummation of the
transactions contemplated hereby will result in any obligations for site
investigation or cleanup, or notification to or consent of any government
agencies or third parties under any Environmental and Safety Requirements
(including any so called "transaction-triggered" or "responsible property
transfer" laws and regulations).

                  (c) To the knowledge of the Sellers and the Companies, none
of the following exists at any property or facility owned, occupied or
operated by the Companies: (i) underground storage tanks; (ii)
asbestos-containing material in any form or condition; (iii) materials or
equipment containing polychlorinated biphenyls; or (iv) landfills, surface
impoundments or other disposal areas.

                  (d) Neither of the Companies nor any of their respective
predecessors or Affiliates has treated, stored, disposed of, arranged for or
permitted the disposal of, transported, handled or released any substance
(including any hazardous substance) or owned, occupied or operated any
facility or property (and no such property or facility is contaminated by any
such substance) in a manner that has given or could give rise to any
liabilities (including any liability for response costs, corrective action
costs, personal injury, natural resource damages, property damage or
attorneys fees or any investigative, corrective or remedial obligations)
pursuant to CERCLA or any other Environmental and Safety Requirements.

                  (e) Neither of the Companies has, either expressly or by
operation of law, assumed or undertaken any liability or corrective,
investigatory or remedial obligation of any other Person relating to any
Environmental and Safety Requirements.

                  (f) The Companies have furnished to the Buyers all
environmental audits, reports and other material environmental documents
relating to the Companies and any of their facilities, which are in their
possession, custody or control.

         5.17 EMPLOYEES. The attached EMPLOYEES SCHEDULE correctly sets forth
the name and current annual salary of each of the Companies' employees
receiving more than $50,000 in annual compensation and whether any employees
are absent from active employment, including, but not limited to, leave of
absence or disability. Except as set forth on the attached EMPLOYEES
SCHEDULE, (a) neither of the Companies is aware that any executive or key
employee of the Companies or any group of employees of the Companies have any
plans to terminate employment with the Companies; (b) the Companies have
complied with all laws relating to the employment of labor (including
provisions thereof relating to wages, hours, equal opportunity, collective
bargaining and the payment of social security and other Taxes), and neither
of the Companies is aware that it has any labor relations problems (including
any union organization activities, threatened or actual strikes or work
stoppages


                                      -30-


or material grievances); and (c) neither of the Companies nor, to the best of
the Companies' or any Seller's knowledge, any of their respective employees
are subject to any noncompete, nondisclosure, confidentiality, employment,
consulting or similar agreements relating to, affecting or in conflict with
the present or proposed business activities of the Companies, except for
agreements between the Companies and their present and former employees. The
EMPLOYEES SCHEDULE sets forth the bonuses paid and reasonably expected to be
paid to the Companies' officers and employees during 1999.

         5.18 EMPLOYEE BENEFIT PLANS.

                  (a) The attached EMPLOYEE BENEFITS SCHEDULE sets forth an
accurate and complete list of each "employee benefit plan" (as such term is
defined in Section 3(3) of ERISA) and each other employee benefit plan,
program or arrangement providing benefits to current or former employees
(including any bonus plan, plan for deferred compensation, retirement,
severance, sick leave, employee health or other welfare benefit plan or other
arrangement), at any time maintained, sponsored, or contributed to by the
Company, or with respect to which the Company has any liability or potential
liability. Each such item listed on the attached EMPLOYEE BENEFITS SCHEDULE
is referred to herein as a "PLAN."

                  (b) The Company does not have any obligation to contribute
to (or any other liability, including current or potential withdrawal
liability, with respect to) any "multiemployer plan" (as defined in Section
3(37) of ERISA) or any employee benefit plan which is a "defined benefit
plan" (as defined in Section 3(35) of ERISA), whether or not terminated.

                  (c) The Company does not have any obligation under any Plan
or otherwise to provide medical, health, life insurance or other welfare-type
benefits to current or future retired or terminated employees (except for
limited continued medical benefit coverage required to be provided under
Section 4980B of the Code or as required under applicable state law).

                  (d) Except as set forth on the EMPLOYEE BENEFITS SCHEDULE
under the heading "Profit Sharing Plans," the Company does not maintain,
contribute to or have any liability or potential liability under (or with
respect to) any employee benefit plan which is a "defined contribution plan"
(as defined in Section 3(34) of ERISA), whether or not terminated.

                  (e) For purposes of this Section 5.18, the term "Company"
includes all entities treated as a single employer with the Companies
pursuant to Section 414 of the Code.

                  (f) With respect to the Plans, all required or recommended
(in accordance with historical practices) payments, premiums, contributions,
reimbursements or accruals for all periods ending prior to or as of the
Closing shall have been made or properly accrued on the Latest Balance Sheet.
None of the Plans has any unfunded liabilities which are not reflected on the
Latest Balance Sheet.


                                      -31-


                  (g) The Plans and all related trusts, insurance contracts
and funds have been maintained, funded and administered in compliance in all
material respects with their terms and with the applicable provisions of
ERISA, the Code and other applicable laws. Neither the Company nor, to the
knowledge of the Sellers, any trustee or administrator of any Plan has
engaged in any transaction with respect to the Plans which would subject the
Company or any trustee or administrator of the Plans, or any party dealing
with any such Plan, nor do the transactions contemplated by this Agreement
constitute transactions which would subject any such party, to either a civil
penalty assessed pursuant to Section 502(i) of ERISA or the tax or penalty on
prohibited transactions imposed by Section 4975 of the Code. No actions,
suits or claims with respect to the assets of the Plans (other than routine
claims for benefits) are pending or, to the Companies' or any Seller's
knowledge, threatened which could result in or subject the Company to any
liability and there are no circumstances which would give rise to or be
expected to give rise to any such actions, suits or claims. No liability to
the Pension Benefit Guaranty Corporation or otherwise under Title IV of ERISA
has been or could be incurred by the Company.

                  (h) Each of the Plans which is intended to be qualified
under Section 401(a) of the Code has received a favorable determination from
the Internal Revenue Service that such plan is qualified under Section 401(a)
of the Code, and there are no circumstances which would adversely affect the
qualified status of any such Plan.

                  (i) The Company has provided Buyers with true and complete
copies of all documents pursuant to which the Plans are maintained, funded
and administered, and the most recent annual reports (Form 5500 and
attachments) for the Plans, and all such reports have been filed in a timely
manner.

         5.19 INSURANCE. The attached INSURANCE SCHEDULE contains a
description of each insurance policy maintained by the Companies with respect
to its properties, assets and businesses, and each such policy is in full
force and effect as of the Closing. Neither of the Companies is in default
with respect to its obligations under any insurance policy maintained by it,
and neither of the Companies has been denied insurance coverage. Except as
set forth on the INSURANCE SCHEDULE, neither of the Companies have any
self-insurance or co-insurance programs, and the reserves set forth on the
Latest Balance Sheet are adequate (and the reserves to be set forth on the
Companies' books and records as of the Closing will be adequate) to cover all
anticipated liabilities with respect to any such self-insurance or
co-insurance programs.

         5.20 TAX MATTERS.

                  (a) The Companies and each Affiliated Group has timely
filed all Tax Returns required to be filed by it, each such Tax Return has
been prepared in compliance with all applicable laws and regulations, and all
such Tax Returns are true and accurate. All Taxes due and payable by the
Companies have been paid and the Companies have withheld and paid over to the
appropriate taxing authority all Taxes which they are required to withhold
from amounts paid or owing to any employee, stockholder, creditor or other
third party. All Taxes accrued but not yet due (other than


                                      -32-


Texas franchise Taxes, whether or not attributable to earned surplus
resulting from the Section 338(h)(10) election, if any) are accrued on the
Latest Balance Sheet and will be accrued on the Closing Balance Sheet.

                  (b) Except as set forth on the attached TAXES SCHEDULE:

                           (i) neither of the Companies has requested or been
granted an extension of the time for filing any Tax Return which has not yet
been filed;

                           (ii) neither of the Companies has consented to
extend to a date later than the date hereof the time in which any Tax may be
assessed or collected by any taxing authority;

                           (iii) Neither of the Companies has been a member
of an Affiliated Group for any taxable period ending on or before December
31, 1998;

                           (iv) no deficiency or proposed adjustment which
has not been settled or otherwise resolved for any amount of Tax has been
proposed, asserted or assessed by any taxing authority against the Companies;

                           (v) there is no action, suit, taxing authority
proceeding or audit now in progress, pending or, to the Companies' or any
Seller's knowledge, threatened against or with respect to the Companies;

                           (vi) neither of the Companies reasonably expects
any taxing authority to claim or assess any amount of additional Taxes;

                           (vii) no claim has ever been made by a taxing
authority in a jurisdiction where the Companies, do not file Tax Returns
claiming that the Companies are or may be subject to Taxes assessed by such
jurisdiction;

                           (viii) neither of the Companies has made any
election under Section 341(f) of the Code (or any corresponding provision of
state, local or foreign income Tax law);

                           (ix) there are no Liens for Taxes (other than for
current Taxes not yet due and payable) upon the assets of the Companies;

                           (x) neither of the Companies will be required (A)
as a result of a change in method of accounting for a taxable period ending
on or prior to the Closing Date, to include any adjustment in taxable income
for any taxable period (or portion thereof) ending after the Closing Date,
(B) as a result of any "closing agreement," as described in Section 7121 of
the Code (or any corresponding provision of state, local or foreign income
Tax law), to include any item of income in, or exclude any item of deduction
from, taxable income for any taxable period (or portion thereof) ending after
the Closing Date, (C) as a result of any sale reported on the installment
method, to include


                                      -33-


in taxable income any amount from a sale in a taxable period ending on or
prior to the Closing Date, or (D) as a result of any prepaid amount received
in a taxable period ending on or prior to the Closing Date, to include in
taxable income such amount (or portion thereof) for any taxable period (or
portion thereof) ending after the Closing Date;

                           (xi) neither of the Companies is a party to or
bound by any Tax allocation or Tax sharing agreement and has no current or
potential contractual obligation to indemnify any other Person with respect
to Taxes; and

                           (xii) Buyers will not be required to deduct and
withhold any amount pursuant to Section 1445(a) of the Code upon the transfer
of any cash or property pursuant to this Agreement.

                  (c) C&BI made a valid election under Code Section 1362,
effective January 1, 1986, to be an S Corporation for all taxable years since
1986 through and including the current year and, except as set forth on the
TAXES SCHEDULE, has made all corresponding valid elections, where required,
in the states in which it does business and such elections have not been
terminated.

                  (d) Each of the Sellers is a resident of the State of Texas.

         5.21 BROKERAGE AND TRANSACTION BONUSES. Except for brokerage fees
set forth on the attached BROKERAGE SCHEDULE, there are no claims for
brokerage commissions, finders' fees or similar compensation in connection
with the transactions contemplated by this Agreement based on any arrangement
or agreement binding upon any Seller or either of the Companies. Except as
set forth on the attached TRANSACTION BONUSES SCHEDULE, there are no special
bonuses or other similar compensation payable to any employee of the
Companies in connection with the transactions contemplated hereby. Sellers
shall pay, and hold the Companies, Buyers and its Affiliates harmless
against, any liability, loss or expense (including reasonable attorneys' fees
and out-of-pocket expenses) arising in connection with any such claim or
special bonus or other similar compensation.

         5.22 BANK ACCOUNTS. The BANK ACCOUNT SCHEDULE attached hereto lists
all of the Companies' bank accounts (designating each authorized signatory
and the level of each signatory's authorization).

         5.23 NAMES AND LOCATIONS. Except as set forth on the attached NAMES
AND LOCATIONS SCHEDULE, during the five-year period prior to the execution
and delivery of this Agreement, neither of the Companies or their respective
predecessors has used any name or names under which it has invoiced account
debtors, maintained records concerning its assets or otherwise conducted
business. All of the tangible assets and properties of the Companies are
located at the locations set forth on the NAMES AND LOCATIONS SCHEDULE.

         5.24 AFFILIATE TRANSACTIONS. Except as set forth on the attached
AFFILIATED TRANSACTIONS SCHEDULE, no officer, director, shareholder, employee
or Affiliate of the Companies or, to the Companies' or any Seller's
knowledge, any individual related by blood, marriage or adoption to any such
individual or any entity in which any such Person or individual owns any
beneficial interest, is


                                      -34-


a party to any agreement, contract, commitment or transaction with the
Companies or has any interest in any property used by the Companies
(including any Intellectual Property Rights). Neither of the Companies has
paid any fees, expenses or costs of the type described in Section 8.6 below
that are to be paid by Sellers pursuant to Section 8.6 below.

         5.25 SERVICE WARRANTIES. To the Sellers' knowledge, all services
rendered by the Companies have been in conformity in all material respects
with all applicable contractual commitments and all express and implied
warranties, and, to the Sellers' knowledge, neither of the Companies has any
liability (and, to the Companies' or any Seller's knowledge, there is no
reasonable basis for any present or future action, suit, proceeding, hearing,
investigation, charge, complaint, claim or demand against it giving rise to
any such liability) for curing or providing additional services or other
damages in connection therewith in excess of any warranty reserve
specifically established with respect thereto and included on the face of the
Latest Balance Sheet (rather than the notes thereto), to be included on the
Closing Balance Sheet or as may be set forth on the attached WARRANTY
SCHEDULE. To the Sellers' knowledge, no services rendered by the Companies
are subject to any guaranty, warranty or other indemnity beyond the
applicable standard terms and conditions of such sale (including as a result
of any course of conduct between the Companies and any Person or as a result
of any statements in any of the Companies' service or promotional
literature). The attached WARRANTY SCHEDULE includes copies of such standard
terms and conditions of sale for the Companies (containing applicable
guaranty, warranty and indemnity provisions). To the Sellers' knowledge,
neither of the Companies has been notified of any claims for (and neither
Sellers nor the Companies has any knowledge of any threatened claims for) any
extraordinary warranty obligations or additional services relating to any of
its services.

         5.26 CUSTOMERS AND SUPPLIERS. The CUSTOMERS AND SUPPLIERS SCHEDULE
attached hereto sets forth (a) a list of the top twenty customers of the
Companies (on a consolidated basis) (by volume of sales to such customers)
and (b) a list of the top ten suppliers of the Companies (on a consolidated
basis) (by volume of purchases from such suppliers), for the fiscal year
ended December 31, 1998 and the six-month period ended June 30, 1999 and,
with respect to such customers, the committed volume of purchases by such
customers for the fiscal year ending December 31, 1998 and six-month period
ended June 30, 1999 and prices related thereto. Neither of the Companies has
received any indication from any material customer of the Companies to the
effect that, and neither of the Companies has any reason to believe that,
such customer will stop, materially decrease the rate of, or materially
change the terms (whether related to payment, price or otherwise) with
respect to, buying products from the Companies (whether as a result of the
consummation of the transactions contemplated hereby or otherwise). Neither
of the Companies has received any indication from any material supplier to
the Companies to the effect that, and neither of the Companies has any reason
to believe that, such supplier will stop, materially decrease the rate of, or
materially change the terms (whether related to payment, price or otherwise)
with respect to, supplying materials, products or services to the Companies
(whether as a result of the consummation of the transactions contemplated
hereby or otherwise).

         5.27 DISCLOSURE. Neither this Article V or any of the Exhibits or
Schedules attached hereto nor any of the written statements, documents,
certificates or other items prepared and supplied to


                                      -35-


Buyers or its Affiliates by or on behalf of the Companies or Sellers in
connection with the transactions contemplated hereby, when taken together as
a whole, contain any untrue statement of a material fact or omit a material
fact necessary to make each statement contained herein or therein, in light
of the circumstances in which they were made, not misleading. There is no
fact which the Companies have not disclosed to Buyers in writing and of which
any of its shareholders, officers, directors or executive employees is aware
which has had or would reasonably be expected to have a Material Adverse
Effect.

                                   ARTICLE VI
                    REPRESENTATIONS AND WARRANTIES OF BUYERS

         As an inducement to Sellers and the Companies to enter into this
Agreement and consummate the transactions contemplated hereby, Buyers hereby
represent and warrant to Sellers and the Companies as follows:

         6.1 ORGANIZATION AND POWER. Each Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Delaware. Each Buyer has all requisite corporate power and authority to
execute and deliver this Agreement and to perform its obligations hereunder.

         6.2 CAPITALIZATION. The authorized capital stock of each Buyer
consists of 1,000 shares of common stock, par value $0.01 per share, of which
1,000 shares of common stock are issued and outstanding. All of such capital
stock has been validly issued, is fully paid and nonassessable, and has not
been issued in violation of any preemptive rights or rights of refusal. There
are no voting trusts, proxies or any other agreements or understandings with
respect to the voting of the capital stock of Buyers. Neither Buyer is
subject to any obligation (contingent or otherwise) to repurchase or
otherwise acquire or retire any shares of its capital stock.

         6.3 AUTHORIZATION. The execution, delivery and performance by Buyers
of this Agreement and the consummation of the transactions contemplated
hereby have been duly and validly authorized by Buyers and no other corporate
act or proceeding on the part of Buyers, their board of directors or
stockholders is necessary to authorize the execution, delivery or performance
of this Agreement and the consummation of the transactions contemplated
hereby. This Agreement has been duly executed and delivered by Buyers and
this Agreement constitutes a valid and binding obligation of Buyers,
enforceable in accordance with its terms.

         6.4 NO VIOLATION. Neither Buyer is subject to nor obligated under
its certificate of incorporation or by-laws, or any applicable law, rule or
regulation of any governmental authority, or any agreement, instrument,
license or permit, or subject to any order, writ, injunction or decree, which
would be breached or violated by its execution, delivery or performance of
this Agreement or the consummation of the transactions contemplated hereby.


                                      -36-


         6.5 GOVERNMENTAL AUTHORITIES AND CONSENTS. Except as set forth on
the BUYERS CONSENT SCHEDULE attached hereto, no permit, consent, approval or
authorization of, or declaration to or filing with, any governmental or
regulatory authority or any other Person is required in connection with the
execution, delivery or performance of this Agreement by Buyers or the
consummation by Buyers of the transactions contemplated hereby.

         6.6 LITIGATION. There are no actions, suits, proceedings, orders or
investigations pending or, to Buyers' knowledge, threatened against or
affecting Buyers, at law or in equity, or before or by any federal, state,
municipal or other governmental department, commission, board, bureau, agency
or instrumentality, domestic or foreign, which would adversely affect Buyers'
performance under this Agreement or the consummation of the transactions
contemplated hereby.

         6.7 BROKERAGE. Except as set forth on the BUYERS BROKERAGE SCHEDULE
attached hereto, there are no claims for brokerage commissions, finders' fees
or similar compensation in connection with the transactions contemplated by
this Agreement based on any arrangement or agreement made by or on behalf of
Buyers.

                                   ARTICLE VII

                            [Intentionally Omitted]

                                  ARTICLE VIII

                 ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING

         8.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties in this Agreement and the Schedules and Exhibits attached
hereto or in any writing delivered by any party to another party in
connection with this Agreement shall survive the Closing as follows:

                  (a) the representations and warranties in Section 5.15
(Compliance with Laws), Section 5.16 (Environmental and Safety Matters),
Section 5.18 (Employee Benefits Plans) and Section 5.20 (Tax Matters) shall
terminate when the applicable statutes of limitations with respect to the
liabilities in question expire (after giving effect to any extensions or
waivers thereof), PLUS thirty (30) days;

                  (b) the representations and warranties in Section 5.2
(Capital Stock and Related Matters; Title to Shares), the first two sentences
of Section 5.3 (Authorization; Noncontravention), Section 5.21 (Brokerage and
Transaction Bonuses), Section 6.3 (Authorization) and Section 6.7 (Brokerage)
shall not terminate; and


                                      -37-


                  (c) all other representations and warranties in this
Agreement and the Schedules and Exhibits attached hereto or in any writing
delivered by any party to another party in connection with this Agreement
shall terminate on the first anniversary of the Closing;

PROVIDED THAT any representation or warranty in respect of which indemnity
may be sought under Section 8.2 below, and the indemnity with respect
thereto, shall survive the time at which it would otherwise terminate
pursuant to this Section 8.1 if notice of the inaccuracy or breach or
potential inaccuracy or breach thereof giving rise to such right or potential
right of indemnity shall have been given to the party against whom such
indemnity may be sought prior to such time (regardless of when the Losses in
respect thereof may actually be incurred). The representations and warranties
in this Agreement and the Schedules and Exhibits attached hereto or in any
writing delivered by any party to another party in connection with this
Agreement shall survive for the periods set forth in this Section 8.1 and
shall in no event be affected by any investigation, inquiry or examination
made for or on behalf of any party, or the knowledge of any party's officers,
directors, stockholders, employees or agents or the acceptance by any party
of any certificate or opinion hereunder.

         8.2 INDEMNIFICATION.

                  (a) INDEMNIFICATION BY SELLERS. Each of Sellers shall
jointly and severally indemnify Buyers and their Affiliates, stockholders,
officers, directors, employees, agents, partners, representatives, successors
and assigns (collectively, the " BUYER PARTIES") and save and hold each of
them harmless against and pay on behalf of or reimburse such Buyer Parties as
and when incurred for any loss, liability, demand, claim, action, cause of
action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or
not arising out of third-party claims (including interest, penalties,
reasonable attorneys' fees and expenses and all amounts paid in
investigation, defense or settlement of any of the foregoing) (collectively,
" LOSSES"), which any such Buyer Party may suffer, sustain or become subject
to, as a result of, in connection with, relating or incidental to or by
virtue of: (i) any breach by the Companies or any Seller of any
representation or warranty made by the Companies or any Seller in this
Agreement or any of the Schedules or Exhibits attached hereto, or in any of
the certificates or other instruments or documents furnished by the Companies
or any Seller pursuant to this Agreement; (ii) any nonfulfillment or breach
of any covenant or agreement by the Companies or any Seller under this
Agreement or any of the Schedules and Exhibits attached hereto; or (iii) any
Taxes of the Companies with respect to any Tax year or portion thereof ending
on or before the Closing Date (with it being understood that, for purposes of
this clause (iii), in the case of any Taxes that are imposed on a periodic
basis and are payable for a Taxable period that includes (but does not end
on) the Closing Date, the portion of such Tax which relates to the portion of
such Taxable period ending on the Closing Date which shall be calculated in
accordance with the provisions of Section 8.11(b) hereof; PROVIDED THAT
Sellers shall not have any liability under clause (i) above (other than with
respect to the representations and warranties contained in Section 5.2
(Capital Stock and Related Matters; Title to Shares), the first two sentences
of Section 5.3 (Authorization; Noncontravention), Section 5.20 (Tax Matters)
and Section 5.21(Brokerage and Transaction Bonuses)) unless and until the
aggregate of all Losses relating thereto for which Sellers would, but for
this proviso, be liable exceeds on a cumulative basis an amount equal to
$100,000 (and then Sellers shall be liable for all such Losses in excess of
the


                                      -38-


$100,000 threshold amount); and PROVIDED FURTHER that Sellers' aggregate
liability under this Section 8.2(a) (other than for a breach of Sections 8.4
or 8.10 hereof) shall in no event exceed the amount of the Purchase Price.
Nothing in this Agreement shall limit or restrict any of the Buyer Parties'
right to maintain or recover any amounts in connection with any action or
claim based upon fraudulent misrepresentation or deceit.

                  (b) INDEMNIFICATION BY BUYERS. Buyers agree to and shall
indemnify Sellers and hold it harmless against any Losses which Sellers may
suffer, sustain or become subject to, as the result of, in connection with,
relating or incidental to or by virtue of the breach by Buyers of any
representation, warranty, covenant or agreement made by Buyers in this
Agreement.

                  (c) MANNER OF PAYMENT. Except as otherwise provided herein,
any indemnification of the Buyer Parties or Sellers pursuant to this Section
8.2 shall be effected by wire transfer of immediately available funds from
Sellers or Buyers, as the case may be, to an account(s) designated by the
applicable Buyer Party or Sellers, as the case may be, within ten days after
the determination thereof. Any such indemnification payments shall include
interest at the Applicable Rate calculated on the basis of the actual number
of days elapsed over 360, from the date any such Loss is suffered or
sustained to the date of payment. Any amounts owing from Sellers pursuant to
this Section 8.2 shall first be made to the extent possible from the Escrow
Funds (as defined in the Escrow Agreement) in the Escrow Account (as defined
in the Escrow Agreement) and thereafter shall be made directly by Sellers (i)
in accordance with the terms of this Section 8.2(c) and/or (ii) if the Buyer
Parties have not been paid any amounts determined to be owing to them within
30 days of the date due based on a Final Determination or a settlement
agreement between Buyers and Sellers, then, at the option of Buyers, (x) by
delivery by Sellers to Buyers of a certificate or certificates representing
shares of Series A Preferred Stock of Linc.net having an aggregate value
(based on the liquidation value plus accrued but unpaid dividends thereon)
equal to the amounts owing, duly endorsed in blank or accompanied by duly
executed stock powers or (y) by offset against any Earnout Payment owed by
Buyers to Sellers under Section 2.4 hereof; PROVIDED THAT amounts (if any)
owing from Sellers to any Buyer Party pursuant to Section 2.3 above shall be
made from the Escrow Funds only with the prior written consent of Buyers. All
indemnification payments under this Section 8.2 shall be deemed adjustments
to the Purchase Price set forth in Section 2.3(a) above.

                  (d) DEFENSE OF THIRD-PARTY CLAIMS. Any Person making a
claim for indemnification under this Section 8.2 (an " INDEMNITEE") shall
notify the indemnifying party (an " INDEMNITOR") of the claim in writing
promptly after receiving written notice of any action, lawsuit, proceeding,
investigation or other claim against it (if by a third party), describing the
claim, the amount thereof (if known and quantifiable) and the basis thereof;
PROVIDED THAT the failure to so notify an Indemnitor shall not relieve the
Indemnitor of its obligations hereunder except to the extent that (and only
to the extent that) such failure shall have caused the damages for which the
Indemnitor is obligated to be greater than such damages would have been had
the Indemnitee given the Indemnitor prompt notice hereunder. Any Indemnitor
shall be entitled to participate in the defense of such action, lawsuit,
proceeding, investigation or other claim giving rise to an Indemnitee's claim
for indemnification at such Indemnitor's expense, and at its option (subject
to the limitations set forth below) shall be entitled


                                      -39-


to assume the defense thereof by appointing a recognized and reputable
counsel acceptable to the Indemnitee to be the lead counsel in connection
with such defense; PROVIDED THAT:

                           (i) the Indemnitee shall be entitled to
participate in the defense of such claim and to employ counsel of its choice
for such purpose; PROVIDED THAT the fees and expenses of such separate
counsel shall be borne by the Indemnitee (other than any fees and expenses of
such separate counsel that are incurred prior to the date the Indemnitor
effectively assumes control of such defense which, notwithstanding the
foregoing, shall be borne by the Indemnitor but only to the extent of those
fees and expenses incurred after receipt by Indemnitor of notice of a claim
as required herein);

                           (ii) the Indemnitor shall not be entitled to
assume control of such defense (unless otherwise agreed to in writing by the
Indemnitee) or shall relinquish control of such defense and in either case
shall pay the fees and expenses of counsel retained by the Indemnitee if (1)
the claim for indemnification relates to or arises in connection with any
criminal or quasi-criminal proceeding, action, indictment, allegation or
investigation; (2) the Indemnitee reasonably believes an adverse
determination with respect to the action, lawsuit, investigation, proceeding
or other claim giving rise to such claim for indemnification would be
materially detrimental to or materially injurious to the Indemnitee's
reputation or future business prospects; (3) the claim seeks an injunction or
equitable relief against the Indemnitee; (4) the Indemnitee has been advised
by counsel that a reasonable likelihood exists of a conflict of interest
between the Indemnitor and the Indemnitee; (5) the claim involves
environmental matters in which case the Indemnitee shall have sole control
and management authority over the resolution of such claim (including hiring
legal counsel and environmental consultants, conducting environmental
investigations and cleanups, negotiating with governmental agencies and third
parties and defending or settling claims and actions); PROVIDED THAT the
Indemnitee shall keep the Indemnitor apprised of any major developments
relating to any environmental claim; (6) upon petition by the Indemnitee, the
appropriate court rules that the Indemnitor failed or is failing to
vigorously prosecute or defend such claim or (7) the Indemnitor has indicated
to the Indemnitee that it will not be responsible for any material portion of
the damages sought by the claim; and

                           (iii) if the Indemnitor shall control the defense
of any such claim, the Indemnitor agrees to vigorously defend such claim and
to obtain the prior written consent of the Indemnitee (which consent will not
be unreasonably withheld) before entering into any settlement of a claim or
ceasing to defend such claim; provided THAT prior written consent will not be
necessary, if pursuant to or as a result of such settlement or cessation,
injunctive or other equitable relief will be imposed against the Indemnitor
(and not the Indemnitee) or if such settlement expressly and unconditionally
releases the Indemnitee from all liabilities and obligations with respect to
such claim, with prejudice.

                           (iv) if the Indemnitee shall control the defense
of any such claim, the Indemnitee agrees to vigorously defend such claim and
to obtain the prior written consent of the Indemnitor (which consent will not
be unreasonably withheld) before entering into any settlement of a claim or
ceasing to defend such claim; provided THAT prior written consent will not be
necessary, if pursuant to or as a result of such settlement or cessation,
injunctive or other equitable relief will be


                                      -40-


imposed against the Indemnitee (and not the Indemnitor) or if such settlement
expressly and unconditionally releases the Indemnitor from all liabilities
and obligations with respect to such claim, with prejudice.

                  (e) CERTAIN WAIVERS; ETC. Each Seller hereby agrees that he
or she shall not make any claim for indemnification against Buyers, the
Companies or any of their respective Affiliates by reason of the fact that
such Seller is or was a shareholder, director, officer, employee or agent of
the Companies or any of its Affiliates or is or was serving at the request of
the Companies or any of its Affiliates as a partner, trustee, director,
officer, employee or agent of another entity (whether such claim is for
judgments, damages, penalties, fines, costs, amounts paid in settlement,
losses, expenses or otherwise and whether such claim is pursuant to any
statute, charter document, bylaw, agreement or otherwise) with respect to any
action, suit, proceeding, complaint, claim or demand brought by any of the
Buyer Parties against such Seller pursuant to this Agreement or applicable
law or otherwise, and each Seller hereby acknowledges and agrees that he or
she shall not have any claim or right to contribution or indemnity from the
Companies or any of their Affiliates with respect to any amounts paid by him
or her pursuant to this Agreement or otherwise. Effective upon the Closing,
each Seller hereby irrevocably waives, releases and discharges the Companies
and their Affiliates from any and all liabilities and obligations to him or
her of any kind or nature whatsoever, whether in his or her capacity as a
shareholder, officer or director of the Companies or any of their Affiliates
or otherwise (including in respect of any rights of contribution or
indemnification but excluding compensation otherwise payable as an employee
of the Companies), in each case whether absolute or contingent, liquidated or
unliquidated, known or unknown, and whether arising under any agreement or
understanding (other than this Agreement and any of the other agreements
executed and delivered in connection herewith) or otherwise at law or equity,
and each Seller agrees that he or she shall not seek to recover any amounts
in connection therewith or thereunder from the Companies or any of their
Affiliates. In no event shall the Companies or any of their Affiliates have
any liability whatsoever to any Seller for any breaches of the
representations, warranties, agreements or covenants of the Companies
hereunder, and in any event no Seller may seek contribution from the
Companies or any of their Affiliates in respect of any payments required to
be made by a Seller pursuant to this Agreement.

         8.3 MUTUAL ASSISTANCE . Buyers, the Companies and each of Sellers
agree that they will mutually cooperate in the expeditious filing of all
notices, reports and other filings with any governmental authority required
to be submitted jointly by the Companies and Buyers in connection with the
execution and delivery of this Agreement and/or the other agreements
contemplated hereby and the consummation of the transactions contemplated
hereby or thereby.

         8.4 NON-COMPETITION; NON-SOLICITATION.

                  (a) Each Seller hereby acknowledges that he or she is
familiar with the Companies' trade secrets and with other Confidential
Information. Each Seller acknowledges and agrees that the Companies would be
irreparably damaged if he or she were to provide services to or otherwise
participate in the business of any Person competing with the Companies in a
similar business and that


                                      -41-


any such competition by such Seller would result in a significant loss of
goodwill by the Companies. Each Seller further acknowledges and agrees that
the covenants and agreements set forth in this Section 8.4 were a material
inducement to Buyers to enter into this Agreement and to perform its
obligations hereunder, and that Buyers and its stockholders would not obtain
the benefit of the bargain set forth in this Agreement as specifically
negotiated by the parties hereto if such Seller breached the provisions of
this Section 8.4. Therefore, each Seller agrees, in further consideration of
the amounts to be paid hereunder for the Shares and the goodwill of the
Companies sold by Sellers, that until the fifth anniversary of the Closing,
such Seller shall not (and shall cause his Affiliates not to) directly or
indirectly own any interest in, manage, control, participate in (whether as
an officer, director, employee, partner, agent, representative or otherwise),
consult with, render services for, or in any other manner engage anywhere in
the Restricted Territories in any business engaged directly or indirectly in
the installation and construction of telecommunication and data transmission
networks or the provision of communications infrastructure services; PROVIDED
THAT nothing herein shall prohibit a Seller or a Seller's Affiliate from
being a passive owner of not more than 2% of the outstanding stock of any
class of a corporation which is publicly traded so long as none of such
Persons has any active participation in the business of such corporation or
an owner of Buyers or its Affiliates or their successors and assigns. For
purposes of this Agreement, " RESTRICTED TERRITORIES" shall mean the United
States of America. Each Seller acknowledges that the Companies' business has
been conducted or is presently proposed to be conducted throughout the
Restricted Territories and that the geographic restrictions set forth above
are reasonable and necessary to protect the goodwill of the Companies'
business being sold by Sellers pursuant to this Agreement.

                  (b) No Seller may (and each Seller shall cause his
Affiliates not to) directly, or indirectly through another Person, (i) induce
or attempt to induce any employee of the Companies or any of their
Affiliates, other than those employees shown on the EXCLUDED EMPLOYEES
SCHEDULE, to leave the employ of the Companies or any of their Affiliates, or
in any way interfere with the relationship between the Companies or any of
their Affiliates and any employee thereof, (ii) hire any person who was an
employee of the Companies or any of their Affiliates, other than those
employees shown on the EXCLUDED EMPLOYEES SCHEDULE, at any time during the
six-month period immediately prior to the date on which such hiring would
take place (it being conclusively presumed by the parties so as to avoid any
disputes under this Section 8.4(b) that any such hiring within such six-month
period is in violation of clause (i) above), or (iii) for so long as any
Seller has continuing obligations under Section 8.4(a) above, call on,
solicit or service any customer, supplier, licensee, licensor or other
business relation of the Companies or any of their Affiliates in order to
induce or attempt to induce such Person to cease doing business with the
Companies or any of their Affiliates, or in any way interfere with the
relationship between any such customer, supplier, licensee or business
relation and the Companies or any of their Affiliates (including making any
negative statements or communications about the Company or any of their
Affiliates).

                  (c) If, at the time of enforcement of the covenants
contained in this Section 8.4 (the " RESTRICTIVE COVENANTS"), a court shall
hold that the duration, scope or area restrictions stated herein are
unreasonable under circumstances then existing, the parties agree that the
maximum duration, scope


                                      -42-


or area reasonable under such circumstances shall be substituted for the
stated duration, scope or area and that the court shall be allowed and
directed to revise the restrictions contained herein to cover the maximum
period, scope and area permitted by law. Each Seller has consulted with legal
counsel regarding the Restrictive Covenants and based on such consultation
has determined and hereby acknowledges that the Restrictive Covenants are
reasonable in terms of duration, scope and area restrictions and are
necessary to protect the goodwill of the Companies' business and the
substantial investment in the Companies made by Buyers hereunder. Each Seller
further acknowledges and agrees that the Restrictive Covenants are being
entered into by him in connection with the sale by such Seller of the Shares
and the goodwill of the Companies' business pursuant to this Agreement and
not directly or indirectly in connection with such Seller's employment or
other relationship with the Companies.

                  (d) If any Seller or an Affiliate of any Seller breaches,
or threatens to commit a breach of, any of the Restrictive Covenants, the
Companies shall have the following rights and remedies, each of which rights
and remedies shall be independent of the others and severally enforceable,
and each of which is in addition to, and not in lieu of, any other rights and
remedies available to the Companies or their Affiliates at law or in equity:

                           (i) the right and remedy to have the Restrictive
Covenants specifically enforced by any court of competent jurisdiction, it
being agreed that any breach or threatened breach of the Restrictive
Covenants would cause irreparable injury to the Companies and that money
damages would not provide an adequate remedy to the Companies; and

                           (ii) the right and remedy to require Sellers to
account for and pay over to the Companies any profits, monies, accruals,
increments or other benefits derived or received by such Person as the result
of any transactions constituting a breach of the Restrictive Covenants.

                           (iii) In the event of any breach or violation by
any Seller of any of the Restrictive Covenants, the time period of such
covenant shall be tolled until such breach or violation is resolved.

         8.5 PRESS RELEASE AND ANNOUNCEMENTS. After the Closing, Buyers and
the Companies may issue any press releases, announcements to the employees,
customers or suppliers of the Companies or other releases of information
related to this Agreement or the transactions contemplated hereby without the
consent of any other party hereto.

         8.6 EXPENSES. Except as otherwise provided herein, Sellers and
Buyers shall pay all of their own respective fees, costs and expenses
(including fees, costs and expenses of legal counsel, investment bankers,
brokers or other representatives and consultants and appraisal fees, costs
and expenses) incurred in connection with the negotiation of this Agreement,
the performance of its obligations hereunder and the consummation of the
transactions contemplated hereby. In addition, Sellers shall pay all fees,
costs and expenses of the Companies incurred in connection with the
negotiation of this Agreement, the performance of its obligations hereunder
and the consummation of the transactions contemplated hereby, and the
Companies shall not pay any fees, costs or expenses (including legal and
accounting fees, costs and expenses) arising in connection with the
transactions


                                      -43-


contemplated hereby if the transactions are consummated, except that Sellers
may, at Sellers' option, cause the Companies to pay all such fees, costs and
expenses at or before Closing out of the Companies' available cash.

         8.7 SPECIFIC PERFORMANCE. Each of the Companies, Sellers and Buyers
acknowledges and agrees that the other parties would be damaged irreparably
in the event any of the provisions of this Agreement is not performed in
accordance with its specific terms or is otherwise breached. Accordingly,
each of the Companies, Sellers and Buyers agree that the other parties shall
be entitled to an injunction or injunctions to prevent breaches of the
provisions of this Agreement and to enforce specifically this Agreement and
the terms and provisions hereof in any action instituted in any court in the
United States or in any state having jurisdiction over the parties and the
matter in addition to any other remedy to which they may be entitled pursuant
hereto.

         8.8 ARBITRATION PROCEDURE.

                  (a) Each of the Buyers and Sellers agree that the
arbitration procedure set forth below shall be the sole and exclusive method
for resolving and remedying claims for money damages arising out of the
provisions this Article VIII (the " DISPUTES") following the Closing;
PROVIDED THAT nothing in this Section 8.8 shall prohibit a party hereto from
instituting litigation to enforce any Final Determination (as defined below).
The parties hereby acknowledge and agree that, except as otherwise provided
in this Section 8.8 or in the Rules for Non-Administered Arbitration of
Business Disputes (the " RULES") promulgated by the Center for Public
Resources Institute for Dispute Resolutions (the " INSTITUTE") as in effect
from time to time, the arbitration procedures and any Final Determination
hereunder shall be governed by, and shall be enforced pursuant to, the United
States Arbitration Act, 9 U.S.C. Section1 et. seq.

                  (b) In the event that any party asserts that there exists a
Dispute, such party shall deliver a written notice to each other party
involved therein specifying the nature of the asserted Dispute and requesting
a meeting to attempt to resolve the same. If no such resolution is reached
within ten business days after the delivery of such notice, the party
delivering such notice of Dispute (the " DISPUTING PERSON") may thereafter
commence arbitration hereunder by delivering to each other party involved
therein a notice of arbitration (a " NOTICE OF ARBITRATION"). Such Notice of
Arbitration shall specify the nature of any Dispute and any other matters
required by the Rules as in effect from time to time to be included therein.
The Arbitrator shall permit and facilitate such discovery as the party
initiating such claim shall reasonably request. Buyers and Sellers shall
mutually agree upon one arbitrator to resolve any Dispute pursuant to the
procedures set forth in this Section 8.8 and the Rules.

                  (c) The arbitrator selected pursuant to Section 8.8(b) will
determine the allocation of the costs and expenses of arbitration based upon
the percentage which the portion of the contested amount not awarded to each
party bears to the amount actually contested by such party. For example, if
Buyers submit a claim for $1,000 and if Sellers contest only $500 of the
amount claimed by Buyers, and if the arbitrator ultimately resolves the
dispute by awarding Buyers $300 of the $500 contested,


                                      -44-


then the costs and expenses of arbitration will be allocated 60% (i.e., 300 /
500) to Sellers and 40% (i.e., 200 / 500) to Buyers.

                  (d) The arbitration shall be conducted in Miami, Florida
under the Rules as in effect from time to time. The arbitrator shall conduct
the arbitration so that a final result, determination, finding, judgment
and/or award (the " FINAL DETERMINATION") is made or rendered as soon as
practicable, but in no event later than 90 business days after the delivery
of the Notice of Arbitration nor later than 10 days following completion of
the arbitration. The Final Determination shall be final and binding on all
parties and there shall be no appeal from or reexamination of the Final
Determination, except for fraud, perjury, evident partiality or misconduct by
an arbitrator prejudicing the rights of any party and to correct manifest
clerical errors.

                  (e) Buyers or Sellers may enforce any Final Determination
in any state or federal court of competent jurisdiction. For the purpose of
any action or proceeding instituted with respect to any Final Determination,
each party hereto hereby irrevocably submits to the jurisdiction of such
courts, irrevocably consents to the service of process by registered mail or
personal service and hereby irrevocably waives, to the fullest extent
permitted by law, any objection which it may have or hereafter have as to
personal jurisdiction, the laying of the venue of any such action or
proceeding brought in any such court and any claim that any such action or
proceeding brought in any court has been brought in an inconvenient forum.

         8.9 FURTHER ASSURANCES. In the event that at any time after the
Closing any further action is necessary or desirable to carry out the
purposes of this Agreement, each of the parties hereto will take such further
action (including the execution and delivery of such further instruments and
documents) as any other party hereto reasonably may request. Sellers
acknowledge and agree that, from and after the Closing, Buyers will be
entitled to possession of all documents, books, records (including Tax
records), agreements and financial data of any sort relating to the
Companies. Sellers shall have access at reasonable times and upon reasonable
notice to the Companies' books and records for legitimate business or
personal financial purposes.

         8.10 CONFIDENTIALITY. Each Seller agrees not to disclose or use at
any time (and each Seller shall cause each of his Affiliates not to use or
disclose at any time) any Confidential Information, except to the extent that
such disclosure or use is directly related to and required by the performance
of such Seller's duties to the Companies as an officer or employee. Each
Seller further agrees to take all appropriate steps (and to cause each of his
Affiliates to take all appropriate steps) to safeguard such Confidential
Information and to protect it against disclosure, misuse, espionage, loss and
theft. In the event any Seller or any Affiliates of a Seller is required by
law to disclose any Confidential Information, Sellers shall promptly notify
Buyers in writing, which notification shall include the nature of the legal
requirement and the extent of the required disclosure, and Sellers shall
cooperate with Buyers and the Companies to preserve the confidentiality of
such information consistent with applicable law.


                                      -45-


         8.11 TAX MATTERS.

                  (a) TAX PERIODS ENDING ON OR BEFORE THE CLOSING DATE.
Sellers shall prepare or cause to be prepared and file or cause to be filed
all Tax Returns for the Companies for all periods ending on or prior to the
Closing Date or for which the date of measurement for such Tax occurs prior
to the Closing Date which are filed after the Closing Date. All such Tax
Returns shall be prepared in accordance with past practice insofar as they
relate to the Companies. Sellers shall permit Buyers to review and comment on
each such Tax Return prior to filing. Sellers shall reimburse Buyers for
Taxes of Sellers and the Companies with respect to such periods within
fifteen (15) days prior to any payment by Buyers or the Companies of such
Taxes to the extent such Taxes are not accrued as a liability on the Closing
Balance Sheet and used to determine the Purchase Price pursuant to Section
2.3.

                  (b) TAX PERIODS BEGINNING BEFORE AND ENDING AFTER THE
CLOSING DATE. Buyers shall prepare or cause to be prepared and file or cause
to be filed any Tax Returns of the Company for Tax periods which begin before
the Closing Date and end after the Closing Date ("STRADDLE TAX RETURNS").
Buyers shall permit Sellers to review and comment on each such Tax Return
prior to filing. Any portion of any Tax which must be paid in connection with
the filing of a Straddle Tax Return, to the extent attributable to any period
or portion of a period ending on or before the Closing Date, shall be
referred to herein as "PRE-CLOSING TAXES." Sellers shall pay to Buyers an
amount equal to the Pre-Closing Taxes due with any Straddle Tax Returns (to
the extent such Taxes are not accrued as a liability on the Closing Balance
Sheet used to determine the Purchase Price pursuant to Section 2.3) at least
ten (10) days before Buyers are required to cause to be paid the related Tax
liability. Where the Pre-Closing Taxes involve a period which begins before
and ends after the Closing Date, such Pre-Closing Taxes shall be calculated
as though the taxable year of the Companies terminated as of the close of
business on the Closing Date; PROVIDED, HOWEVER, that in the case of a Tax
not based on income, receipts, proceeds, profits or similar items,
Pre-Closing Taxes shall be equal to the amount of Tax for the taxable period
multiplied by a fraction, the numerator of which shall be the number of days
from the beginning of the taxable period through the Closing Date and the
denominator of which shall be the number of days in the taxable period. All
determinations necessary to give effect to the foregoing allocations shall be
made in a manner consistent with prior practice of the Companies.
Notwithstanding the foregoing, Sellers shall be liable for, and shall
indemnify and hold Buyers harmless against, all Taxes attributable to or
arising out of (i) the failure of C&BI to be qualified as an "S corporation"
at any time prior to Closing and (ii) the transfer of the real property set
forth on the EXCLUDED ASSETS SCHEDULE. Notwithstanding the foregoing, it is
agreed that the Texas franchise Tax imposed on C&BI for the calendar year
2000 privilege period (which will be based upon the financial condition of
C&BI as of December 31, 1999) shall be paid as follows: (i) that portion of
the franchise Tax attributable to the earned surplus of the corporation for
the period beginning on January 1, 1999, through and including the Closing
Date (excluding any such franchise Tax attributable to earned surplus
resulting from the Section 338(h)(10) election, if any) shall be treated as
part of the Closing Tax Liability under Section 2.3(a)(ii) and (ii) the
balance of the franchise Tax payable by C&BI, including the franchise Tax
attributable to earned surplus resulting from the Section 338(h)(10) election
(if any), shall be the responsibility of C&BI or Buyers, and Sellers shall
have no liability therefor. In addition, other state or local Taxes (if any)
payable by C&BI as a result of the Section


                                      -46-


338(h)(10) election, shall be the responsibility of C&BI or Buyers and
Sellers shall have no liability therefor.

                  (c) COOPERATION ON TAX MATTERS.

                           (i) Sellers, the Company and Buyers shall
cooperate fully, as and to the extent reasonably requested by the other
party, in connection with the filing of Tax Returns pursuant to this Section
8.11 and any audit, litigation or other proceeding with respect to Taxes.
Such cooperation shall include signing any Tax Return, amended Tax Returns,
claims or other documents necessary to settle any Tax controversy, the
retention and (upon the other party's request) the provision of records and
information which are reasonably relevant to any such audit, litigation or
other proceeding and making employees available on a mutually convenient
basis to provide additional information and explanation of any material
provided hereunder. Sellers agree to retain all books and records with
respect to Tax matters pertinent to the Companies relating to any taxable
period beginning before the Closing Date until the expiration of the statute
of limitations (and, to the extent notified by Buyers, any extensions
thereof) of the respective taxable periods, and to abide by all record
retention agreements entered into with any taxing authority and to give
Buyers reasonable written notice prior to transferring, destroying or
discarding any such books and records and, if the other party so requests,
Buyers shall allow Sellers to take possession of such books and records.

                           (ii) Buyers shall have the right to participate in
any Tax proceeding related to a pre-Closing Tax year of the Companies which
may have the effect of increasing Buyers' or the Companies' Tax liability for
any Tax period ending after the Closing, and Sellers shall not settle or
compromise any such proceeding without Buyers' prior written consent (which
consent will not be unreasonably withheld).

                           (iii) Buyers and Sellers further agree, upon
request by the other, to use their best efforts to obtain any certificate or
other document from any governmental authority or any other Person as may be
necessary to mitigate, reduce or eliminate any Tax that could be imposed
(including, but not limited to, with respect to the transactions contemplated
hereby).

                           (iv) Without the prior written consent (which
shall not be unreasonably withheld) of Buyers, neither any of Sellers nor the
Companies shall make or change any election, change an annual accounting
period, file any amended Tax Return, enter into any closing agreement, settle
any Tax claim or assessment relating to the Companies, surrender any right to
claim a refund of Taxes, or take any other similar action, or omit to take
any action relating to the filing of any Tax Return or the payment of any
Tax, if such action or omission would have the effect of increasing the
present or future Tax liability or decreasing any present or future Tax asset
of the Companies, Buyers or any Affiliate of Buyers. Sellers shall notify
Buyers of any consent to any extension or waiver of the limitation period
applicable to any Tax claim or assessment relating to the Company within
fifteen (15) days of making such consent or waiver.


                                      -47-


         (d) SECTION 338(h)(10) ELECTION.

                  (i) Each Seller agrees to make an election under Code
Section 338(h)(10) with respect to the sale and purchase of the Shares and to
make any analogous elections under applicable state, local or foreign law
provisions (including such state, local or foreign elections) (collectively,
the "SECTION 338(h)(10) ELECTIONS"). Buyers and Sellers will jointly prepare
and timely file any forms necessary to effect the Section 338(h)(10)
Elections. Buyers and Sellers shall sign on a timely basis all federal and
state forms necessary to effect a Section 338(h)(10) Election requiring their
signatures. Promptly after the Closing Date, Buyers and each Seller shall
provide to each other any information reasonably requested by such party in
connection with its filing of a Section 338(h)(10) Election.

                  (ii) Buyers and Sellers agree that the computation of the
Modified Aggregate Deemed Sale Price ("MADSP") and the Aggregate Deemed Sale
Price ("ADSP") (both as defined under Treasury Regulations) and the
allocation of the MADSP and ADSP among the assets as of the Closing Date
shall be as determined by Buyers with the consent of Sellers (which consent
shall not be unreasonably withheld). Such determination will be delivered by
Buyers to Sellers no later than the date on which the Closing Balance Sheet
is delivered to Sellers pursuant to Section 2.3(c) hereof. Any Earnout
Payment made to Sellers under the provisions of Section 2.4 shall be
allocated to goodwill.

                  (iii) Notwithstanding the provisions of Section 2.3(c), in
the event the actual Taxes payable by MEC and BYC as a result of the sale of
the C&BI Partnership Interests (the "ACTUAL MEC/BYC TAXES") are ultimately
determined to be greater than the amount of such Taxes that were used in
determining the final Section 338(h)(10) Adjustment under Section 2.3(c),
then Buyer shall pay to MEC and BYC the difference between (x) the Section
338(h)(10) Adjustment that would have been payable had the Actual MEC/BYC
Taxes been used in making the determination under Section 2.3(c) and (y) the
Section 338(h)(10) Adjustment that was actually calculated pursuant to
Section 2.3(c). Any payment under this subparagraph (iii) shall be made to
MEC within ten (10) days after MEC and BYC deliver written notice to Buyer of
such final determination, which notice shall include a calculation of the
amount payable and evidence of such final determination.

         (e) SECTION 754 ELECTION. Sellers and C&BII shall make a valid
Section 754 election as to C&BII for the Tax Return including the Closing
Date in accordance with Treasury Regulation Section 1.754-1.

         (f) Notwithstanding any other provision of this Section 8.11, Buyers
shall indemnify C&BI and Sellers and hold each of them harmless against all
Taxes, if any, attributable to or resulting from the conversion of C&B
Associates, Inc., a former Texas corporation, into C&BI.


                                      -48-


                                   ARTICLE IX

                                 MISCELLANEOUS

         9.1 AMENDMENT AND WAIVER. This Agreement may be amended, and any
provision of this Agreement may be waived only if such amendment or waiver is
set forth in a writing executed by Sellers, the Companies and Buyers. No
course of dealing between or among any Persons having any interest in this
Agreement shall be deemed effective to modify, amend or discharge any part of
this Agreement or any rights or obligations of any Person under or by reason
of this Agreement. 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.

         9.2 NOTICES. All notices, demands and other communications to be
given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given (i) when
personally delivered, sent by telecopy (with hard copy to follow) or sent by
reputable overnight express courier (charges prepaid), or (ii) five days
following mailing by certified or registered mail, postage prepaid and return
receipt requested. Unless another address is specified in writing, notices,
demands and communications to Sellers, the Companies and Buyers shall be sent
to the addresses indicated below:

NOTICES TO THE SELLERS:

Max E. Clark                                Deborah Clark
Billie Y. Clark                             C&B Associates II, Ltd.
C&B Associates, Ltd.                        P.O. Box 310
P.O. Box 276                                Mineral Wells, Texas 76068
Mineral Wells, Texas 76068

WITH A COPY TO (WHICH SHALL NOT CONSTITUTE
NOTICE TO THE SELLERS):

Decker, Jones, McMackin
500 Throckmorton St., Suite 2500
Ft. Worth, TX 76102
Attn:    Charles B Milliken
         James L. Stripling
Phone:   (817) 336-2400
Fax:     (817) 336-2181


                                      -49-


NOTICES TO THE COMPANIES AND BUYERS:

Linc.net, Inc.
781 Crandon Blvd., Suite 1801
Key Biscayne, FL 33149
Attn: Ismael Perera
Telecopy: (305) 365-7289

WITH COPIES TO (WHICH SHALL NOT CONSTITUTE NOTICE TO THE COMPANY OR BUYERS):

First Chicago Equity Capital
Three First National Plaza
Suite 1210
Chicago, IL 60670
Attn:    Burton E. McGillivray
         Paul Whiting, Jr.
Telecopy: (312) 732-7483

Kirkland & Ellis
200 East Randolph
Chicago, IL 60601
Attn:    Ted H. Zook
         E. Paul Quinn
Telecopy:  (312) 861-2200



         9.3 SUCCESSORS AND ASSIGNS. This Agreement and all of the covenants
and agreements contained herein and rights, interests or obligations
hereunder, by or on behalf of any of the parties hereto, shall bind and inure
to the benefit of the respective heirs, successors and assigns of the parties
hereto whether so expressed or not, except that neither this Agreement nor
any of the covenants and agreements herein or rights, interests or
obligations hereunder may be assigned or delegated by Sellers prior to or
after the Closing, or assigned or delegated by the Companies prior to the
Closing, without the prior written consent of Buyers. Buyers may assign its
rights and obligations hereunder (including its right to purchase the
Shares), in whole or in part, to any of its Affiliates without the consent of
any of the other parties hereto. In addition, Buyers may assign its rights
and obligations pursuant to this Agreement, including its rights and
obligations under the Escrow Agreement, in whole or in part, in connection
with any disposition or transfer of all or any portion of the Companies or
their respective businesses in any form of transaction without the consent of
any of the other parties hereto. Buyers and, following the Closing, the
Companies may assign any or all of its rights pursuant to this Agreement,
including its rights to indemnification, to any of its lenders as collateral
security.

         9.4 SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision will be


                                      -50-


ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.

         9.5 INTERPRETATION. The headings and captions used in this
Agreement, in any Schedule or Exhibit hereto, in the table of contents or in
any index hereto are for convenience of reference only and do not constitute
a part of this Agreement and shall not be deemed to limit, characterize or in
any way affect any provision of this Agreement or any Schedule or Exhibit
hereto, and all provisions of this Agreement and the Schedules and Exhibits
hereto shall be enforced and construed as if no caption or heading had been
used herein or therein. Any capitalized terms used in any Schedule or Exhibit
attached hereto and not otherwise defined therein shall have the meanings set
forth in this Agreement. Each defined term used in this Agreement shall have
a comparable meaning when used in its plural or singular form. The use of the
word "including" herein shall mean "including without limitation" and, unless
the context otherwise required, "neither," "nor," "any," "either" and "or"
shall not be exclusive. The parties hereto intend that each representation,
warranty and covenant contained herein shall have independent significance.
If any party has breached any representation, warranty or covenant contained
herein in any respect, the fact that there exists another representation,
warranty or covenant relating to the same subject matter (regardless of the
relative levels of specificity) which such party has not breached shall not
detract from or mitigate the fact that such party is in breach of the first
representation, warranty or covenant. The parties have participated jointly
in the negotiation and drafting of this Agreement. In the event an ambiguity
or question of intent or interpretation arises, this Agreement shall be
construed as if drafted jointly by the parties, and no presumption or burden
of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any of the provisions of this Agreement.

         9.6 CAPTIONS. The captions used in this Agreement are for
convenience of reference only and do not constitute a part of this Agreement
and shall not be deemed to limit, characterize or in any way affect any
provision of this Agreement, and all provisions of this Agreement shall be
enforced and construed as if no caption had been used in this Agreement.

         9.7 NO THIRD-PARTY BENEFICIARIES. Nothing herein expressed or
implied is intended or shall be construed to confer upon or give to any
Person other than the parties hereto and their respective permitted
successors and assigns, any rights or remedies under or by reason of this
Agreement, such third parties specifically including employees and creditors
of the Companies.

         9.8 COMPLETE AGREEMENT. This Agreement and the agreements and
documents referred to herein contain the entire agreement and understanding
between the parties with respect to the subject matter hereof and supersede
all prior agreements and understandings (including that certain letter of
intent dated June 25, 1999, between Linc.net and the Companies), whether
written or oral, relating to such subject matter in any way.

         9.9 COUNTERPARTS. This Agreement may be executed in one or more
counterparts (including by means of telecopied signature pages), all of which
taken together shall constitute one and the same instrument.


                                      -51-


         9.10 DELIVERY BY FACSIMILE. This Agreement and any signed agreement
or instrument entered into in connection with this Agreement, and any
amendments hereto or thereto, to the extent signed and delivered by means of
a facsimile machine, shall be treated in all manner and respects as an
original agreement or instrument and shall be considered to have the same
binding legal effect as if it were the original signed version thereof
delivered in person. At the request of any party hereto or to any such
agreement or instrument, each other party hereto or thereto shall re-execute
original forms thereof and deliver them to all other parties. No party hereto
or to any such agreement or instrument shall raise the use of a facsimile
machine to deliver a signature or the fact that any signature or agreement or
instrument was transmitted or communicated through the use of a facsimile
machine as a defense to the formation of a contract and each such party
forever waives any such defense.

         9.11 GOVERNING LAW. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed
by the internal law of the State of Texas without giving effect to any choice
of law or conflict of law provision or rule (whether of the State of Texas or
any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of Texas.

         9.12 SCHEDULES. Nothing in any schedule attached hereto shall be
adequate to disclose an exception to a representation or warranty made in
this Agreement unless such schedule identifies the exception with
particularity and describes the relevant facts in reasonable detail. Without
limiting the generality of the foregoing, the mere listing (or inclusion of a
copy) of a document or other item shall not be adequate to disclose an
exception to a representation or warranty made in this Agreement, unless the
representation or warranty has to do with the existence of the document or
other item itself. No exceptions to any representations or warranties
disclosed on one schedule shall constitute an exception to any other
representations or warranties made in this Agreement unless the exception is
disclosed as provided herein on each such other applicable schedule or is
cross-referenced to another schedule.

         9.13 BYC AND EB CONSENT. BYC hereby consents to the sale of the C&BI
Partnership Interests hereunder by MEC to the Buyers and EB hereby consents
to the sale of the C&BII Partnership Interests hereunder by DC to the Buyers
pursuant to the terms and conditions of this Agreement.

         9.14 LINC.NET GUARANTEE. Linc.net guarantees the prompt payment and
performance of all of the obligations of the Buyers hereunder.

                                    * * * * *


                                      -52-



                  IN WITNESS WHEREOF, the parties hereto have executed this
Purchase Agreement on the date first written above.

BUYERS:                             LINC.NET ACQUISITION CORP.


                                      By:_________________________________
                                      Name:
                                      Title:


                                      LINC.NET ACQUISITION CORP. II


                                      By:_________________________________
                                      Name:
                                      Title:


SELLERS:                              ___________________________________
                                      Max E. Clark


                                      -----------------------------------
                                      Deborah Clark


COMPANIES:                            C&B ASSOCIATES, LTD.


                                      By:________________________________
                                      Name: Max E. Clark, General Partner


                                      C&B ASSOCIATES II, LTD.


                                      By:________________________________
                                      Name: Deborah Clark, General Partner





OTHERS:                               ___________________________________
                                      Billie Y. Clark


                                      -----------------------------------
                                      Emry Birdwell, Jr.



                                      LINC.NET, INC.


                                      By:_________________________________
                                      Name:
                                      Title:



Continuation of Signature Page
to Purchase Agreement



                               SCHEDULE OF SELLERS




                                                            Number and Type of
                                                            Partnership Interests                Percentage of
                  Name and Address                                  Owned                       Purchase Price
- -----------------------------------------------      --------------------------------------    -----------------
                                                                                         
C&B ASSOCIATES, LTD.

Max E. Clark                                          1% general partnership                        52.019%
P.O. Box 276                                          98% limited partnership
Mineral Wells, Texas 76068
Billie Y. Clark                                       1% limited partnership                        0.000%
P.O. Box 276
Mineral Wells, Texas 76068

C&B ASSOCIATES II, LTD.

Deborah Clark                                         1% general partnership                        47.981%
P.O. Box 310                                          49% limited partnership
Mineral Wells, Texas 76068

EX-2.3

                                                                Exhibit No. 2.3
                                                                 EXECUTION COPY



===============================================================================

                            STOCK PURCHASE AGREEMENT

                                  by and among

                        MULLER & PRIBYL UTILITIES, INC.,

                              M&P UTILITIES, INC.,

                            THE SELLERS NAMED HEREIN,

                                 LINC.NET, INC.

                                       and

                           LINC.NET ACQUISITION CORP.




                          Dated as of December 21, 1999


===============================================================================





                                TABLE OF CONTENTS



                                                                                                               Page
                                                                                                               ----
                                                                                                            
ARTICLE I
CERTAIN DEFINITIONS...............................................................................................1
         1.1      Definitions.....................................................................................1

ARTICLE II
PURCHASE AND SALE OF THE SHARES...................................................................................7
         2.1      Basic Transaction...............................................................................7
         2.2      Closing Transactions............................................................................7
         2.3      Purchase Price..................................................................................8

ARTICLE III
CONDITIONS TO CLOSING............................................................................................10
         3.1      Conditions to Buyer's Obligations..............................................................10
         3.2      Conditions to Sellers' Obligations.............................................................14

ARTICLE IV
[INTENTIONALLY OMITTED]..........................................................................................15

ARTICLE V
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES AND SELLERS..............................................15
         5.1      Capacity, Organization, Corporate Power and Licenses...........................................15
         5.2      Capital Stock and Related Matters; Title to Shares.............................................16
         5.3      Authorization; Noncontravention................................................................16
         5.4      Subsidiaries...................................................................................17
         5.5      Financial Statements...........................................................................17
         5.6      Accounts Receivable............................................................................17
         5.7      Inventory......................................................................................18
         5.8      Absence of Undisclosed Liabilities.............................................................18
         5.9      No Material Adverse Effect.....................................................................18
         5.10     Absence of Certain Developments................................................................19
         5.11     Assets.........................................................................................21
         5.12     Contracts and Commitments......................................................................22


                                       -i-




         5.13     Intellectual Property Rights...................................................................24
         5.14     Litigation.....................................................................................25
         5.15     Compliance with Laws...........................................................................26
         5.16     Environmental and Safety Matters...............................................................26
         5.17     Employees......................................................................................27
         5.18     Employee Benefit Plans.........................................................................28
         5.19     Insurance......................................................................................29
         5.20     Tax Matters....................................................................................29
         5.21     Brokerage and Transaction Bonuses..............................................................31
         5.22     Bank Accounts..................................................................................31
         5.23     Names and Locations............................................................................31
         5.24     Affiliate Transactions.........................................................................32
         5.25     Service Warranties.............................................................................32
         5.26     Customers and Suppliers........................................................................32
         5.27     ...............................................................................................33
         No Other Representations................................................................................33

ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF BUYER AND LINC.NET.............................................................33
         6.1      Organization and Power.........................................................................33
         6.2      ...............................................................................................33
         Authorization...........................................................................................33
         6.3      No Violation...................................................................................33
         6.4      Governmental Authorities and Consents..........................................................34
         6.5      Litigation.....................................................................................34
         6.6      Brokerage......................................................................................34
         6.7      Investment Intent..............................................................................34
         6.8      No Other Representation........................................................................34
         6.9      HSR............................................................................................34

ARTICLE VII
[INTENTIONALLY OMITTED]..........................................................................................34

ARTICLE VIII
ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING...................................................................34


                                     -ii-



         8.1      Survival of Representations and Warranties.....................................................35
         8.2      Indemnification................................................................................35
         8.3      Mutual Assistance..............................................................................40
         8.4      Non-Competition; Non-Solicitation..............................................................40
         8.5      Press Release and Announcements................................................................42
         8.6      Expenses.......................................................................................42
         8.7      Specific Performance...........................................................................42
         8.8      Arbitration Procedure..........................................................................43
         8.9      Further Assurances.............................................................................44
         8.10     Confidentiality................................................................................44
         8.11     Tax Matters....................................................................................44
         8.12     General Agreement of Indemnity.................................................................47
         8.13     Use of Names...................................................................................47

ARTICLE IX
MISCELLANEOUS....................................................................................................47
         9.1      Amendment and Waiver...........................................................................47
         9.2      Notices........................................................................................48
         9.3      Successors and Assigns.........................................................................50
         9.4      Severability...................................................................................50
         9.5      Captions; Interpretation.......................................................................50
         9.6      No Third-Party Beneficiaries...................................................................51
         9.7      Complete Agreement.............................................................................51
         9.8      Counterparts...................................................................................51
         9.9      Delivery by Facsimile..........................................................................51
         9.10     Governing Law..................................................................................51
         9.11     Schedules......................................................................................51
         9.12     Linc.net Guarantee.............................................................................52


                                     -iii-





                             EXHIBITS AND SCHEDULES



EXHIBITS:
                     
Exhibit A         -        Escrow Agreement
Exhibit B-1       -        Employment Agreement-Larry Pribyl
Exhibit B-2       -        Employment Agreement-(Other Executives)
Exhibit C         -        Executive Purchase Agreements
Exhibit D         -        Amended and Restated Stockholders Agreement
Exhibit E         -        Amended and Restated Registration Agreement
Exhibit F         -        Real Estate Lease
Exhibit G         -        Form of Opinion of Counsel for Sellers and the Company
Exhibit H         -        Form of Opinion of Counsel for Buyer
Exhibit I         -        Allocation of Purchase Price
Exhibit J         -        Form of Indemnity Agreement



SCHEDULES:

Schedule of Sellers
Permitted Liens Schedule
Organization Schedule
Capital Stock and Related Matters Schedule
Restrictions Schedule
Financial Statements Schedule
Accounts Receivable Schedule
Liabilities Schedule
Developments Schedule
Assets Schedule
Leased Real Property Schedule
Contracts Schedule
Intellectual Property Schedule
Litigation Schedule
Compliance Schedule
Permits Schedule
Environmental Schedule
Employees Schedule
Employee Benefits Schedule
Insurance Schedule
Taxes Schedule
Brokerage Schedule
Transaction Bonuses Schedule
Bank Account Schedule


                                     -iv-



Names and Locations Schedule
Warranty Schedule
Customers and Suppliers Schedule
Buyer Brokerage Schedule
Indemnification Schedule


                                      -v-





                             INDEX OF DEFINED TERMS




                                                                                                               PAGE
                                                                                                            
Accounting Firm................................................................................................3, 8
ADSP.............................................................................................................51
Affiliate.....................................................................................................1, 17
Affiliated Group..................................................................................................1
Applicable Rate...................................................................................................1
Audited Financial Statements.....................................................................................20
Bank..............................................................................................................2
Buyer.............................................................................................................1
CERCLA........................................................................................................2, 29
Closing Bonuses...................................................................................................2
Code..............................................................................................................2
Commercially Reasonable Efforts...................................................................................2
Company Transaction..............................................................................................17
Confidential Information..........................................................................................2
Encumbrance.......................................................................................................2
Encumbrances......................................................................................................6
Environmental and Safety Requirements.........................................................................2, 29
ERISA.............................................................................................................3
Escrow Agent......................................................................................................3
Escrow Agreement...............................................................................................3, 7
Escrow Amount.....................................................................................................3
Executive Purchase Agreement.....................................................................................11
Executive Securities..............................................................................................3
GAAP..............................................................................................................3
Guaranty..........................................................................................................3
HSR Act...........................................................................................................3
Indebtedness......................................................................................................3
Indemnitee.......................................................................................................41
Indemnitor.......................................................................................................41
Intellectual Property Rights......................................................................................4
Investment........................................................................................................4
Latest Balance Sheet.............................................................................................20
Lien..............................................................................................................4
Losses...........................................................................................................39
M&P...............................................................................................................1
MADSP............................................................................................................51
Material Adverse Effect...........................................................................................4
Muller Pribyl.....................................................................................................1
Net Current Assets................................................................................................4


                                     -vi-





Net Worth.........................................................................................................5
Notice of Disagreement............................................................................................8
Permitted Liens...................................................................................................5
Permitted Tax Distributions.......................................................................................5
Person............................................................................................................5
Purchase Price....................................................................................................7
Securities Act....................................................................................................5
Straddle Tax Returns.............................................................................................49
Subsidiary........................................................................................................5
Tax...............................................................................................................6
Tax Returns.......................................................................................................6
Treasury Regulations..............................................................................................6
Unaudited Financial Statements...................................................................................20


                                     -vii-


                            STOCK PURCHASE AGREEMENT

                  THIS STOCK PURCHASE AGREEMENT (this "AGREEMENT") is made and
entered into as of December 21, 1999, by and among Muller & Pribyl Utilities,
Inc., a Minnesota corporation ("MULLER PRIBYL"), M&P Utilities, Inc., a
Minnesota corporation ("M&P" and, together with Muller Pribyl, the "COMPANIES"
and each individually, a "COMPANY"), Robert J. Muller, an individual resident of
the State of Minnesota, Lawrence L. Pribyl, an individual resident of the State
of Minnesota (each of Robert J. Muller and Lawrence L. Pribyl, a "SELLER" and,
collectively, the "SELLERS"), Linc.net Acquisition Corp.,a Delaware corporation
("BUYER"), and Linc.net, Inc., a Delaware corporation and parent of Buyer
("LINC.NET").

                  WHEREAS, Sellers own all of the issued and outstanding shares
of capital stock of the Companies (the "SHARES");

                  WHEREAS, on the terms and subject to the conditions set forth
in this Agreement, Buyer desires to purchase from Sellers, and Sellers desire to
sell to Buyer, all of the Shares; and

                  WHEREAS, Linc.net has entered into this Agreement to guarantee
the payment and performance of Buyer's obligations hereunder.

                  NOW, THEREFORE, in consideration of the mutual covenants,
agreements and understandings contained herein and intending to be legally
bound, the parties hereto hereby agree as follows:

                                    ARTICLE I

                               CERTAIN DEFINITIONS

                  1.1 DEFINITIONS. For the purposes of this Agreement, the
following terms have the meanings set forth below:

                  "AFFILIATE" of any particular Person means any other Person
controlling, controlled by or under common control with such Person. For
purposes of this definition, "CONTROL" (including the terms "CONTROLLING,"
"CONTROLLED BY" and "UNDER COMMON CONTROL WITH") means the possession, direct or
indirect, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise, and such "control" will be presumed if any Person owns
10% or more of the voting capital stock or other ownership interests, directly
or indirectly, of any other Person.

                  "AFFILIATED GROUP" means an affiliated group as defined in
Section 1504 of the Code (or any analogous combined, consolidated or unitary
group defined under state, local or foreign income Tax law) of which a Company
is or has been a member.






                  "APPLICABLE RATE" means the prime rate of interest reported by
the WALL STREET JOURNAL from time to time.

                  "BANK" means PNC Bank National Association or such other
financial institution as shall be selected by Buyer.

                  "CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended and as in effect on the date
hereof and the Closing Date.

                  "CLOSING BONUSES" means the bonuses paid by the Companies in
connection with the Closing to the persons and in the amounts set forth on the
Transactions Bonuses Schedule attached hereto.

                  "CODE" means the Internal Revenue Code of 1986, as amended and
as in effect on the date hereof and the Closing Date, and any reference to any
particular Code section shall be interpreted to include any revision of or
successor to that section regardless of how numbered or classified.

                  "COMMERCIALLY REASONABLE EFFORTS" means the efforts that a
prudent person desirous of achieving a result would use in similar circumstances
to achieve such result as expeditiously as possible.

                  "COMPANIES' TRANSACTION EXPENSES" means the Companies' fees
and expenses relating to the fees and expenses of Goldsmith, Agio, Helms and
Company, Dorsey & Whitney LLP, Peterson, Savelkoul, Schlichting & Davies, Ltd.,
Barna, Guzy & Steffen, Ltd., and Michael Galvin incurred after August 27, 1999.

                  "COMPANY TRANSACTION" means any (a) reorganization,
liquidation, dissolution or recapitalization of any of the Companies, (b) merger
or consolidation involving any of the Companies, (c) purchase or sale of any
material portion of the assets or any of the capital stock (or any rights to
acquire, or securities convertible into or exchangeable for, any such capital
stock) of any of the Companies (other than the purchase and sale of inventory
and capital equipment in the ordinary course of business consistent with past
custom and practice), or (d) similar transaction or business combination
involving any of the Companies or their businesses or assets.

                  "CONFIDENTIAL INFORMATION" means all information of a
confidential or proprietary nature (whether or not specifically labeled or
identified as "confidential"), in any form or medium, that relates to the
business, products, services or research or development of the Companies or
their respective suppliers, distributors, customers, independent contractors or
other business relations. Confidential Information includes, but is not limited
to, the following: (i) internal business information (including information
relating to strategic and staffing plans and practices, business, training,
marketing, promotional and sales plans and practices, cost, rate and pricing
structures and accounting and business methods); (ii) identities of, individual
requirements of, specific contractual


                                      -2-



arrangements with, and information about, the Companies' suppliers,
distributors, customers, independent contractors or other business relations
and their confidential information; (iii) trade secrets, know-how,
compilations of data and analyses, techniques, systems, formulae, recipes,
research, records, reports, manuals, documentation, models, data and data
bases relating thereto; (iv) inventions, innovations, improvements,
developments, methods, designs, analyses, drawings, reports and all similar
or related information (whether or not patentable); and (v) other
Intellectual Property Rights.

                  "ENCUMBRANCE" means any lien, charge, security interest,
claim, pledge, Tax, option, warrant, right, contract, call, commitment, equity,
demand, proxy, voting agreement, restriction on transfer (other than
restrictions on transfer under the Securities Act and applicable state
securities laws) or other encumbrance.

                  "ENVIRONMENTAL AND SAFETY REQUIREMENTS" means all federal,
state, local and foreign statutes, regulations, ordinances and other provisions
having the force or effect of law, all judicial and administrative orders and
determinations, all contractual obligations and all common law, in each case
concerning public health and safety, worker health and safety and pollution or
protection of the environment (including all those relating to the presence,
use, production, generation, handling, transport, treatment, storage, disposal,
distribution, labeling, testing, processing, discharge, release, threatened
release, control or cleanup of any hazardous or otherwise regulated materials,
substances or wastes, chemical substances or mixtures, pesticides, pollutants,
contaminants, toxic chemicals, petroleum products or byproducts, asbestos,
polychlorinated biphenyls, noise, radiation or radon), each as amended and as
now in effect.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

                  "ESCROW AGENT" means Norwest Bank Minnesota, N.A.

                  "ESCROW AGREEMENT" means the escrow agreement in form
substantially the same as that attached hereto as EXHIBIT A.

                  "ESCROW AMOUNT" means $2,000,000.

                  "EXECUTIVE SECURITIES" means the shares of Linc.net's Class A
Preferred Stock and Common Stock issued to Sellers and other management persons
of the Companies pursuant to the respective Executive Purchase Agreements
between each of the Sellers or such other management persons and Linc.net.

                  "GAAP" means United States generally accepted accounting
principles, as in effect on any applicable date.

                  "GUARANTY" means any agreement, undertaking or arrangement by
which any Person guarantees, endorses or otherwise becomes or is contingently
liable upon the debt, obligation or other


                                      -3-



liability of any other Person (other than by endorsements of instruments in
the ordinary course of collection), or guaranties of the payment of dividends
or other distributions upon the shares of any other Person.

                  "INDEBTEDNESS" means, with respect to any Person at any date,
without duplication: (i) all obligations of such Person for borrowed money or in
respect of loans or advances, (ii) all obligations of such Person evidenced by
bonds, debentures, notes or other similar instruments or debt securities, (iii)
all obligations in respect of letters of credit and bankers' acceptances issued
for the account of such Person, (iv) all obligations arising from cash/book
overdrafts (other than overdrafts solely resulting from (A) payments of accounts
payable and accrued expenses in the ordinary course of business not to exceed
$10,000 in the aggregate as set forth on the Closing Balance Sheet and (B) the
Closing Bonuses and the Companies' Transaction Expenses), (v) all obligations
arising from deferred compensation arrangements, (vi) all obligations of such
Person secured by a Lien (other than Permitted Liens), (vii) all Guaranties of
such Person in connection with any of the foregoing, (viii) all obligations
under leases capitalized under GAAP, (ix) all accrued interest, prepayment
premiums or penalties related to any of the foregoing; (x) all deferred rent,
(xi) all indebtedness for the deferred purchase price of property or services
with respect to which a Person is liable, contingently or otherwise, as obligor
or otherwise (other than indebtedness between the Companies, retention payables
to subcontractors and trade payables incurred in the ordinary course of
business, each as set forth on the Closing Balance Sheet and which, in the case
of trade payables, are not past due or are being disputed in good faith and are
not material) and (xii) all other liabilities classified as non-current
liabilities in accordance with GAAP as of the Closing Date. In no event will the
leases identified in item 4 of the DEVELOPMENTS SCHEDULE or the installment
payable to Case Credit identified in item 8 of the DEVELOPMENTS SCHEDULE
constitute Indebtedness.

                  "INTELLECTUAL PROPERTY RIGHTS" means all (i) patents, patent
applications, patent disclosures and inventions, (ii) Internet domain names,
trademarks, service marks, trade dress, trade names, logos and corporate names
and registrations and applications for registration thereof together with all of
the goodwill associated therewith, (iii) copyrights (registered or unregistered)
and copyrightable works and registrations and applications for registration
thereof, (iv) computer software, data, data bases and documentation thereof, (v)
trade secrets and other confidential information (including ideas, formulas,
recipes, compositions, inventions (whether patentable or unpatentable and
whether or not reduced to practice), know-how, manufacturing and production
processes and techniques, research and development information, drawings,
specifications, designs, plans, proposals, technical data, copyrightable works,
financial and marketing plans and customer and supplier lists and information),
(vi) other intellectual property rights, and (vii) copies and tangible
embodiments thereof (in whatever form or medium).

                  "INVESTMENT" as applied to any Person means (i) any direct or
indirect purchase or other acquisition by such Person of any notes, obligations,
instruments, stock, securities or ownership interest (including limited
liability company interests, partnership interests and joint venture interests)
of any other Person, and (ii) any capital contribution by such Person to any
other Person.


                                      -4-




                  "KNOWLEDGE" means with respect to the Companies, the actual
knowledge, after reasonable investigation, of Larry Pribyl, Tim Pribyl, Lois
Carlson, Ronald Rassat, Paul Decker and Gary Thompson and, with respect to any
other Person, means the actual knowledge of such Person after reasonable
investigation.

                  "LIEN" means any mortgage, pledge, hypothecation, lien
(statutory or otherwise), preference, priority, security interest, security
agreement, easement, covenant, restriction or other encumbrance of any kind or
nature whatsoever (including any conditional sale or other title retention
agreement and any lease having substantially the same effect as any of the
foregoing and any assignment or deposit arrangement in the nature of a security
device).

                  "MATERIAL ADVERSE EFFECT" means a material and adverse effect
or development upon the business, operations, assets, liabilities, financial
condition, value, operating results, cash flow, net worth or employee, customer
or supplier relations of the Companies.

                  "NET CURRENT ASSETS" means as of any date of determination,
the excess of the Companies' total combined current assets (determined without
giving effect to the payment of the Closing Bonuses and the Companies'
Transaction Expenses immediately prior to the Closing) as of such date over the
Companies' total combined current liabilities (excluding Indebtedness and, to
the extent not accrued on the Companies' combined balance sheet as of October
31, 1999, any Closing Tax Liability) as of such date determined in accordance
with GAAP, taking into account the adjustments set forth in the Ernst & Young
Schedule described in item 1 of the FINANCIAL STATEMENTS SCHEDULE. In
determining total current assets and total current liabilities hereunder, (i)
all accounting entries shall be taken into account regardless of their amount
and all errors and omissions corrected, (ii) all proper adjustments shall be
made, (iii) appropriate reserves shall be included for all liabilities and
obligations for which reserves are appropriate in accordance with GAAP, and (iv)
all distributions to the Sellers, whether or not related to distributions for
Taxes of the Sellers and whether or not distributed before or after the Closing,
will be taken into account.

                  "NET WORTH" means, as of any date of determination, the excess
of the Companies' total assets (determined without giving effect to the payment
of the Closing Bonuses and the Companies' Transaction Expenses immediately prior
to the Closing) as of such date over the Companies' total liabilities (excluding
Indebtedness and, to the extent not accrued on the Companies' combined balance
sheet as of October 31, 1999, any Closing Tax Liability) as of such date,
determined in accordance with GAAP, taking into account the adjustments set
forth in the Ernst & Young Schedule described in item 1 of the FINANCIAL
STATEMENTS SCHEDULE. In determining total assets and total liabilities
hereunder, (i) all accounting entries shall be taken into account regardless of
their amount and all errors and omissions shall be corrected, (ii) all proper
adjustments shall be made, (iii) appropriate reserves shall be included for all
liabilities and obligations for which reserves are appropriate in accordance
with GAAP, and (iv) all distributions to the Sellers, whether or not related to
distributions for Taxes of the Sellers and whether or not distributed before or
after the Closing, will be taken into account.


                                      -5-





                  "PERMITTED LIENS" means (i) Liens that are set forth on the
PERMITTED LIENS SCHEDULE attached hereto, (ii) Liens for Taxes not yet due or
delinquent or the validity of which are being contested in good faith by
appropriate proceedings and as to which adequate reserves have been established
on the Companies' financial statements in accordance with the accounting
principles, policies and procedures used by the Companies in the preparation of
the Closing Balance Sheet, (iii) statutory landlord's, mechanic's, carrier's,
workmen's, repairmen's or other similar Liens arising or incurred in the
ordinary course of business which are not delinquent, (iv) Liens arising from
zoning ordinances which are not violated by the current use or occupancy of the
applicable property, and (v) Liens in respect of pledges or deposits under
workers' compensation laws.

                  "PERMITTED TAX DISTRIBUTIONS" means, with respect to each
Seller, an amount equal to (A) 49% of the sum of (x) such Seller's pro rata
share of each Company's items of gross income net of all items of loss and
deduction, computed pursuant to the provisions of Section 1366 of the Code for
the period from January 1, 1999 through the day immediately preceding the
Closing Date, but excluding the Companies' Transaction Expenses and the Closing
Bonuses and any items of income attributable to the Code Section 481 adjustment
for the Companies plus (y) $476,487 (representing such Seller's aggregate pro
rata share of the Code Section 481 adjustment for the Companies) less (B) any
tax credits for such period.

                  "PERSON" means any individual, sole proprietorship,
partnership, joint venture, trust, unincorporated association, corporation,
limited liability company, entity or governmental entity (whether federal,
state, county, city or otherwise and including any instrumentality, division,
agency or department thereof).

                  "SECURITIES ACT" means the Securities Act of 1933, as amended,
or any similar federal law then in force.

                  "SUBSIDIARY" means, with respect to any Person of which (i) if
a corporation, a majority of the total voting power of shares of stock entitled
(irrespective of whether, at the time, stock of any other class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) to vote in the election of directors is at the
time owned or controlled, directly or indirectly, by that Person or one or more
of the other Subsidiaries of that Person or a combination thereof, or (ii) if a
partnership, limited liability company, association or other business entity,
either (A) a majority of the partnership or other similar ownership interest
thereof is at the time owned or controlled, directly or indirectly, by that
Person or one or more Subsidiaries of that Person or a combination thereof, or
(B) such Person is a general partner, managing member or managing director of
such partnership, limited liability company, association or other entity.

                  "TAX" means any (i) federal, state, local or foreign income,
gross receipts, franchise, estimated, alternative minimum, add-on minimum,
sales, use, transfer, registration, value added, excise, natural resources,
severance, stamp, occupation, premium, windfall profit, environmental, customs,
duties, real property, personal property, capital stock, social security,
unemployment,


                                     -6-



disability, payroll, license, employee or other withholding, or other tax, of
any kind whatsoever, including any interest, penalties or additions to tax or
additional amounts in respect of the foregoing imposed upon the Companies;
and (ii) liability of the Companies for the payment of any amounts of the
type described in clause (i) above as a result of any express or implied
obligation to indemnify or otherwise assume or succeed to the liability of
any other Person.

                  "TAX RETURNS" means returns, declarations, reports, claims for
refund, information returns or other documents (including any related or
supporting schedules, statements or information) filed or required to be filed
in connection with the determination, assessment or collection of any Taxes of
any party or the administration of any laws, regulations or administrative
requirements relating to any Taxes.

                  "TREASURY REGULATIONS" means the United States Treasury
Regulations promulgated under the Code, and any reference to any particular
Treasury Regulation section shall be interpreted to include any final or
temporary revision of or successor to that section regardless of how numbered or
classified.

                                   ARTICLE II

                         PURCHASE AND SALE OF THE SHARES

                  2.1 BASIC TRANSACTION. On the terms and subject to the
conditions set forth in this Agreement, at the Closing, Buyer shall purchase
from Sellers, and Sellers shall sell, convey, assign, transfer and deliver to
Buyer, all of the Shares, free and clear of all Encumbrances.

                  2.2     CLOSING TRANSACTIONS.

                  (a) CLOSING. The closing of the transactions contemplated by
this Agreement (the "CLOSING") shall take place at the offices of Kirkland &
Ellis, 200 East Randolph Drive, Chicago, Illinois, 60601, at 9:00 a.m. local
time on December ___, 1999, or at such other time and/or place as is mutually
agreeable to the parties, or, if any of the conditions to Closing set forth in
Article III have not been satisfied at or waived by the party entitled to the
benefit thereof on or prior to such date, on the second business day following
satisfaction or waiver of such conditions (the "CLOSING DATE").

                  (b)      DELIVERIES.  At the Closing:

                           (i) Buyer shall pay to each Seller an amount equal to
(A) the percentage set forth opposite such Seller's name on the SCHEDULE OF
SELLERS attached hereto, MULTIPLIED BY (B) an amount equal to the Estimated
Purchase Price, LESS the Escrow Amount, by wire transfer of immediately
available funds to the respective accounts designated by each Seller;


                                      -7-




                           (ii) Buyer shall deliver the Escrow Amount to the
Escrow Agent for deposit into an escrow account established pursuant to the
terms of the Escrow Agreement;

                           (iii) Sellers shall deliver to Buyer certificates
representing the Shares, duly endorsed in blank or accompanied by duly executed
stock powers;

                           (iv) the Companies, Sellers and Buyer, as applicable,
shall deliver the opinions, certificates and other documents and instruments
required to be delivered by or on behalf of such party under Article III below;
and

                           (v) Sellers shall deliver to Buyer all corporate
books and records, including stock ledgers and minute books and other similar
property of the Companies in their possession.

                  2.3 PURCHASE PRICE.

                  (a) The aggregate purchase price to be paid for the Shares
(the "PURCHASE PRICE") shall be an amount equal to $42,000,000, MINUS (i) an
amount equal to the aggregate amount of all outstanding principal, all accrued
interest and any unpaid fees and any premiums or penalties required with respect
to the repayment at or after the Closing of all Indebtedness of the Companies
existing as of the Closing (the "CLOSING INDEBTEDNESS"), MINUS (ii) an amount
equal to the aggregate amount of all federal, state and local income Taxes of or
payable by the Companies with respect to any taxable year or taxable period or
portion thereof ended on or prior to the Closing Date and which remains unpaid
as of the Closing (the "CLOSING TAX LIABILITY"), MINUS (iii) an amount equal to
the amount (if any) by which the Net Worth of the Companies as of the Closing
Date as shown on the Closing Balance Sheet (as defined in Section 2.3(c) below
and as prepared in accordance with the provisions thereof) (the "CLOSING NET
WORTH") is less than $14,000,000 (as decreased by the amount of any reduction to
the Purchase Price pursuant to clause (iv) below), MINUS (iv) an amount equal to
the amount (if any) by which the Net Current Assets of the Companies as of the
Closing Date as shown on the Closing Balance Sheet (as defined in Section 2.3(c)
below and as prepared in accordance with the provisions thereof) (the "CLOSING
NET CURRENT ASSETS") is less than $8,050,000, MINUS (v) the aggregate amount of
the Closing Bonuses, and MINUS (vi) the Companies' Transaction Expenses.

                  (b) Not less than two days prior to the Closing, the Sellers
will present to Buyer a good faith estimate of the Purchase Price as of the end
of business on the day immediately preceding the Closing Date, including an
estimate of the components of, and the resulting calculation of, the Purchase
Price (the "ESTIMATED PURCHASE PRICE").

                  (c) Within 60 days following the Closing Date, Buyer shall
deliver to the Sellers a combined balance sheet of the Companies as of the
end of business on the day immediately preceding the Closing Date (in its
final and binding form, the "CLOSING BALANCE SHEET"), setting forth the
Closing Indebtedness, the Closing Tax Liability, the Closing Net Worth and
the Closing Net

                                     -8-



Current Assets and the resulting Purchase Price calculated with reference to
such amounts. The Closing Balance Sheet shall include all known adjustments
required in a year-end closing of the books and shall be prepared in
accordance with GAAP and shall set forth the Closing Indebtedness, the
Closing Tax Liability, the Closing Net Worth and the Closing Net Current
Assets and the resulting Purchase Price calculated with reference thereto on
a combined and consolidated basis. Sellers shall cooperate as reasonably
requested in connection with the preparation of the Closing Balance Sheet.
Sellers shall be permitted to review the Companies' books and records and the
Companies' working papers related to the preparation of the Closing Balance
Sheet and determination of the Purchase Price and shall have reasonable
access to the personnel and representatives of Buyer who assisted in the
preparation of the Closing Balance Sheet. The Closing Balance Sheet shall
become final and binding upon the parties 20 days following the Sellers'
receipt thereof, unless Sellers shall give written notice of their
disagreement (a "NOTICE OF DISAGREEMENT") to Buyer prior to such date. Any
Notice of Disagreement shall specify in reasonable detail the nature and
dollar amount (if determinable) of any disagreement so asserted. If a timely
Notice of Disagreement is received by Buyer, then the Closing Balance Sheet
(as revised in accordance with clause (x) or (y) below) shall become final
and binding upon the parties on the earliest of (x) the date the parties
resolve in writing any differences they have with respect to the matters
specified in the Notice of Disagreement, or (y) the date all matters in
dispute are finally resolved in writing by the Accounting Firm (defined
below). During the 20 days following delivery of a Notice of Disagreement,
the parties shall seek in good faith to resolve in writing any differences
they have with respect to the matters specified in the Notice of
Disagreement. Following delivery of a Notice of Disagreement, Buyer and its
agents and representatives shall be permitted to review Sellers' and their
representatives' working papers relating to the Notice of Disagreement. At
the end of the 20-day period referred to above, the parties shall submit to a
mutually satisfactory independent "big-five" accounting firm, other than
Ernst & Young LLP, for review and resolution of all matters (but only such
matters) that remain in dispute and that were properly included in the Notice
of Disagreement. If the parties are unable to mutually agree upon an
accounting firm, Buyer and the Sellers shall select by lot a "big-five"
accounting firm other than Ernst & Young LLP or any other accounting firm
used by Buyer or its Affiliates or Sellers in the past three years. The
parties shall instruct the accounting firm ultimately agreed upon or selected
by lot under this Section 2.3(c) (the "ACCOUNTING FIRM") to make a final
determination of the Closing Indebtedness, the Closing Tax Liability, the
Closing Net Worth and the Closing Net Current Assets and the resulting
Purchase Price calculated with reference to such amounts to the extent such
amounts are in dispute, in accordance with the guidelines and procedures set
forth in this Agreement. The parties will cooperate with the Accounting Firm
during the term of its engagement. The parties shall instruct the Accounting
Firm to not assign a value to any item in dispute greater than the greatest
value for such item assigned by Buyer, on the one hand, or Sellers, on the
other hand, or less than the smallest value for such item assigned by Buyer,
on the one hand, or Sellers, on the other hand. The parties shall also
instruct the Accounting Firm to make its determination based solely on
presentations by Buyer and Sellers which are in accordance with the
guidelines and procedures set forth in this Agreement (i.e. not on the basis
of an independent review). The Closing Balance Sheet and the determination of
the Closing Indebtedness, the Closing Tax Liability, the Closing Net Worth
and the Closing Net Current Assets and the resulting Purchase Price
calculated with reference thereto shall become final and binding on the
parties on the date the

                                     -9-



Accounting Firm delivers its final resolution in writing to the parties
(which final resolution shall be requested by the parties to be delivered not
more than 45 days following submission of such disputed matters). The fees
and expenses of the Accounting Firm shall be paid by the non-prevailing
party. The parties acknowledge that for the purposes of the foregoing
sentence the prevailing party shall be the party whose calculation of the
Purchase Price as submitted to the Accounting Firm is closest to the Purchase
Price as determined by the Accounting Firm.

                  (d) Promptly after the Closing Balance Sheet and the
determination of the Closing Indebtedness, the Closing Tax Liability, the
Closing Net Worth and the Closing Net Current Assets and the resulting Purchase
Price calculated with reference to such amounts become final and binding on the
parties under Section 2.3(c) above, the Estimated Purchase Price shall be
recalculated by giving effect to the final and binding Closing Indebtedness,
Closing Tax Liability, Closing Net Worth, Closing Cash Amount and Closing Net
Current Assets (as recalculated, the "FINAL PURCHASE PRICE"). If the Estimated
Purchase Price is greater than the Final Purchase Price, Sellers shall, and if
the Final Purchase Price is greater than the Estimated Purchase Price, Buyer
shall, within three business days after the Closing Balance Sheet becomes final
and binding on the parties, make payment by wire transfer to Buyer or Sellers,
as the case may be, in immediately available funds of the amount of such
difference, together with interest thereon at a rate per annum equal to the
Applicable Rate, calculated on the basis of the actual number of days elapsed
over 360, from the Closing Date to the date of payment. Notwithstanding the
foregoing, if the Closing Balance Sheet has not become final because the Sellers
have submitted a Notice of Disagreement, any amount owed to either the Sellers
or Buyer and which is not in dispute shall be paid to the appropriate party
within three business days after the Sellers have submitted to Buyer such Notice
of Disagreement.


                                   ARTICLE III

                              CONDITIONS TO CLOSING

         3.1 CONDITIONS TO BUYER'S OBLIGATIONS. The obligation of Buyer to
consummate the transactions contemplated by this Agreement is subject to the
satisfaction of the following conditions on or prior to the Closing:

                  (a) The representations and warranties in Article V hereof
that are subject to materiality qualifications shall be true and correct in all
respects at and as of the Closing and the representations and warranties
contained in Article V hereof that are not subject to materiality qualifications
shall be true and correct in all material respects at and as of the Closing, in
each case as though then made and as though the Closing Date was substituted for
the date of this Agreement throughout such representations and warranties
(without taking into account any disclosures made by Sellers or the Companies to
Buyer pursuant to Section 4.7 below);

                  (b) Sellers and the Companies shall have received or obtained
all third-party consents, authorizations, waivers and approvals that are
necessary (i) for the consummation of the


                                      -10-



transactions contemplated hereby, or (ii) to prevent a breach of or default
under, or a termination, modification or acceleration of, any material
instrument, contract, lease, license or other agreement identified with an
asterisk on the attached RESTRICTIONS SCHEDULE (collectively, the
"THIRD-PARTY APPROVALS"), in each case on terms reasonably satisfactory to
Buyer;

                  (c) Buyer and the Companies shall have received or obtained
all governmental and regulatory consents, novations, approvals, licenses and
authorizations that are necessary (i) for the consummation of the transactions
contemplated hereby, or (ii) for Buyer to own the Shares and to operate the
businesses of and control the Companies following the Closing (including any
required approvals from the State of Minnesota), in each case on terms and
conditions reasonably satisfactory to Buyer (collectively, the "GOVERNMENTAL
APPROVALS");

                  (d) No suit, action or other proceeding shall be pending or
threatened before any court or governmental or regulatory official, body or
authority or any arbitrator wherein an unfavorable injunction, judgment, order,
decree, ruling or charge would (i) prevent the performance of this Agreement or
the consummation of any of the transactions contemplated hereby, or declare
unlawful any of the transactions contemplated hereby, (ii) cause any of the
transactions contemplated by this Agreement to be rescinded following
consummation, (iii) affect adversely in any material respect the right of Buyer
to own the Shares or operate the businesses of or control the Companies, or (iv)
affect adversely in any material respect the right of the Companies to own their
respective assets or control their respective businesses, and no such
injunction, judgment, order, decree or ruling shall have been entered or be in
effect;

                  (e) Since the date of the Latest Balance Sheet, there shall
have been no material adverse change or development or the discovery of an event
or occurrence which could be expected to have a material adverse change or
development in the business, financial condition, value, operating results,
assets, liabilities, operations, cash flow, net worth or customer, supplier or
employee relations of the Companies taken as a whole (as determined by Buyer);
PROVIDED THAT the foregoing shall not apply to general economic conditions not
relating specifically or primarily to the design, engineering, installation,
maintenance and construction of utility networks and the utility line location
business of which the Buyer should reasonably have been expected to be aware of
without disclosure by the Sellers or the Companies (with it being understood
that the Sellers and the Companies shall have the burden of proving that the
Buyers should reasonably have been expected to be aware of such facts, events or
circumstances and to have been aware of the materiality thereof as the same
relate to the Companies and their businesses or business prospects);

                  (f) Buyer shall have obtained all of the financing it needs in
order to consummate the transactions contemplated hereby and fund the working
capital requirements of the Companies following the Closing (in each case on
terms and conditions satisfactory to Buyer);

                  (g) The Companies shall have obtained and delivered to Buyer
an estoppel certificate and a landlord lien waiver agreement from Muller &
Pribyl Partnership for the real property to be leased to the Companies pursuant
to the Real Estate Lease, in form and substance


                                      -11-




reasonably satisfactory to Buyer and Buyer's lender and their special counsel
and such other related items as Buyer or Buyer's lenders may reasonably
request and the Companies and Sellers shall have used Commercially Reasonable
Efforts to deliver to Buyer an estoppel certificate and a landlord lien
waiver from each other lessor of Leased Realty;

                  (h) Lawrence Pribyl shall have entered into an agreement for
employment with M&P in the form substantially the same as that attached hereto
as EXHIBIT B-1 and each of Tim Pribyl, Ronald Rassat, Paul Decker and Gary
Thompson shall have entered into an agreement for employment with M&P, each in
form substantially the same as that attached hereto as EXHIBIT B-2
(collectively, the "EMPLOYMENT AGREEMENTS"), and all of such agreements shall be
in full force and effect at the Closing;

                  (i) Each of Lawrence L. Pribyl, Timothy Pribyl, Gary Thompson,
Paul Decker, Ronald Rassat and Lois Carlson shall have entered into an executive
stock purchase agreement with Linc.net providing for the purchase, in the
aggregate, of at least $4,200,000 of capital stock of Linc.net, each in form
substantially the same as that attached hereto as EXHIBIT C (the "EXECUTIVE
PURCHASE AGREEMENTS"), and all of such agreements shall be in full force and
effect at the Closing;

                  (j) Each of Lawrence L. Pribyl, Timothy Pribyl, Gary Thompson,
Paul Decker, Ronald Rassat and Lois Carlson shall have entered into an Amended
and Restated Stockholders Agreement among Linc.net and the stockholders of
Linc.net in form substantially the same as that attached hereto as EXHIBIT D
(the "STOCKHOLDERS AGREEMENT"), and such agreement shall be in full force and
effect at the Closing;

                  (k) Each of Lawrence L. Pribyl, Timothy Pribyl, Gary Thompson,
Paul Decker, Ronald Rassat and Lois Carlson shall have entered into an Amended
and Restated Registration Agreement among Linc.net and the stockholders of
Linc.net in form substantially the same as that attached hereto as EXHIBIT E
(the "REGISTRATION AGREEMENT"), and such agreement shall be in full force and
effect at the Closing;

                  (l) The Companies (or an Affiliate thereof) shall have entered
into agreements for the lease of its corporate headquarters and certain other
facilities with Muller & Pribyl Partnership in form substantially the same as
that attached hereto as EXHIBITS F-1 (the "REAL ESTATE LEASE"), and the Real
Estate Lease shall be in full force and effect at the Closing;

                  (m) Each Seller and the Escrow Agent shall have executed and
delivered the Escrow Agreement, and the Escrow Agreement shall be in full force
and effect as of the Closing and shall not have been amended or modified;

                  (n) Buyer shall have received from Dorsey & Whitney LLP,
special counsel for Sellers and the Companies, an opinion with respect to the
matters set forth in EXHIBIT G attached hereto, which shall be addressed to
Buyer and Buyer's lenders, dated as of the Closing Date, and in form and
substance reasonably satisfactory to Buyer and Buyer's lenders;


                                      -12-






                  (o) Buyer shall have received evidence (in form and substance
satisfactory to Buyer) that the Companies' and Sellers' legal counsel,
investment bankers and other agents and representatives have been paid in full
and that the Companies have no liability to any of their or Sellers' legal
counsel, investment bankers, agents or representatives;

                  (p) The Companies shall have obtained releases of all Liens
(other than any Permitted Liens) relating to the assets and properties of the
Companies and the Companies shall have obtained and delivered to Buyer and
Buyer's lenders payoff letters with respect to all Indebtedness for borrowed
money outstanding as of the Closing (in each case on terms and conditions
reasonably satisfactory to Buyer);

                  (q) Each of (i) that certain Agreement Regarding Sale of
Business, dated as of December 8, 1998, by and between the Sellers (the "SALE OF
THE COMPANY AGREEMENT"), (ii) that certain Agreement, dated December 12, 1997,
by and among the Companies, the Sellers and certain other parties, and (iii)
that certain Buy-Sell Agreement, dated as of March 2, 1979 by and among Lawrence
L. Pribyl, Robert J. Muller and Muller & Pribyl Utilities, Inc. shall have been
terminated in its entirety with no further obligation of the Companies
thereunder; and

                  (r) Sellers shall have delivered to Buyer (i) a certificate
signed on behalf of each of the Companies, dated the Closing Date, stating that
the conditions specified in subsections (a) through (e) and (p) and (q) above
have been satisfied as of the Closing; (ii) a certificate from Sellers and the
Companies indicating their good faith and best estimates of (A) the Closing
Indebtedness, (B) the Closing Tax Liability, (C) the Closing Net Worth and (D)
the Closing Net Current Assets; (iii) copies of all Third-Party Approvals and
Governmental Approvals; (iv) certified copies of the resolutions of the
Companies' board of directors authorizing the execution, delivery and
performance of this Agreement and the other agreements contemplated hereby and
the consummation of the transactions contemplated hereby and thereby; (v) the
resignations, effective as of the Closing, of each director of each Company;
(vi) good standing certificates for each of the Companies from their respective
jurisdictions of incorporation and each jurisdiction in which the Companies are
qualified to do business as a foreign corporation, in each case dated as of a
recent date prior to the Closing Date; and (vii) such other documents or
instruments as are required to be delivered by Sellers or the Companies at the
Closing pursuant to the terms hereof or that Buyer reasonably requests prior to
the Closing Date to effect the transactions contemplated hereby.

                  All proceedings to be taken by Sellers and the Companies in
connection with the consummation of the transactions contemplated hereby and all
certificates, opinions, instruments and other documents required to effect the
transactions contemplated hereby reasonably requested by Buyer shall be
reasonably satisfactory in form and substance to Buyer and its special counsel.
Any condition specified in this Section 3.1 may be waived by Buyer if such
waiver is set forth in a writing duly executed by Buyer.


                                      -13-



                  3.2 CONDITIONS TO SELLERS' OBLIGATIONS. The obligation of
Sellers to consummate the transactions contemplated by this Agreement is subject
to the satisfaction of the following conditions at or prior to the Closing:

                  (a) The representations and warranties made by Buyer in
Article VI hereof shall be true and correct in all material respects at and as
of the Closing as though then made and as though the Closing Date was
substituted for the date of this Agreement throughout such representations and
warranties (without taking into account any disclosures made by Buyer to Sellers
pursuant to Section 4.7 below), and Buyer shall have performed in all material
respects all the covenants and agreements required to be performed by it
hereunder prior to the Closing;

                  (b) No suit, action or other proceeding shall be pending or
threatened before any court or governmental or regulatory official, body or
authority or any arbitrator wherein an unfavorable injunction, judgment, order,
decree, ruling or charge would (i) prevent the performance of this Agreement or
the consummation of the transactions contemplated hereby, or declare unlawful
any of the transactions contemplated hereby, or (ii) cause the transactions
contemplated by this Agreement to be rescinded following consummation, and no
such injunction, judgment, order, decree or ruling shall be in effect;

                  (c) Each of Buyer and the Escrow Agent shall have executed and
delivered the Escrow Agreement, and the Escrow Agreement shall be in full force
and effect as of the Closing;

                  (d) Linc.net shall have executed and delivered the
Stockholders Agreement, and the Stockholders Agreement shall be in full force
and effect as of the Closing;

                  (e) Linc.net shall have executed and delivered the
Registration Agreement, and the Registration Agreement shall be in full force
and effect as of the Closing;

                  (f) Linc.net shall have executed and delivered each of the
Executive Purchase Agreements, and each of the Executive Purchase Agreements
shall be in full force and effect as of the Closing;

                  (g) The Sellers shall have received from Kirkland & Ellis,
special counsel to Buyer, an opinion with respect to the matters set forth in
EXHIBIT H attached hereto, which shall be addressed to the Sellers and in form
and substance reasonably satisfactory to the Sellers;

                  (h) Buyer shall have entered into an indemnity agreement, in
the form attached hereto as EXHIBIT J, with the Sellers for any and all monetary
losses incurred pursuant to any personal guaranty or bond made by either of the
Sellers, their spouses or Affiliates relating to the business of the Companies
prior to the Closing; and

                  (i) At the Closing, Buyer shall have delivered to the Sellers
(i) a certificate signed by Buyer, dated the date of the Closing, stating that
the conditions specified in subsection (a)


                                      -14-



and (b) above have been satisfied, (ii) certified copies of the resolutions
of each of Buyer's and Linc.net's board of directors authorizing the
execution, delivery and performance of this Agreement and the other
agreements contemplated hereby and the consummation of the transactions
contemplated hereby and thereby, and (iii) such other documents or
instruments as are required to be delivered by Buyer at the Closing pursuant
to the terms hereof or that Sellers reasonably request prior to the Closing
Date to effect the transactions contemplated hereby.

                  All proceedings to be taken by Buyer in connection with the
consummation of the transactions contemplated hereby and all documents required
to be delivered by Buyer to effect the transactions contemplated hereby
reasonably requested by Sellers shall be reasonably satisfactory in form and
substance to Sellers. Any condition specified in this Section 3.2 may be waived
if such waiver is set forth in a writing duly executed by Sellers.

                                   ARTICLE IV

                             [INTENTIONALLY OMITTED]

                                    ARTICLE V

                   REPRESENTATIONS AND WARRANTIES CONCERNING
                            THE COMPANIES AND SELLERS

                  As a material inducement to Buyer to enter into this Agreement
and consummate the transactions contemplated hereby, each Seller and the
Companies hereby jointly and severally represent and warrant to Buyer that:

                  5.1 CAPACITY, ORGANIZATION, CORPORATE POWER AND LICENSES. Each
Seller has full power, authority and legal capacity to enter into this Agreement
and the other documents contemplated hereby to which such Seller is a party and
to perform his obligations hereunder and thereunder. Each of the Companies is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Minnesota and, except as set forth on the attached PERMITS
SCHEDULE, is qualified to do business in every jurisdiction in which its
ownership of property or conduct of business requires it to qualify. Each of the
Companies possesses all requisite corporate power and authority and all
licenses, permits and authorizations necessary to own and operate its
properties, to carry on its business as now conducted and presently proposed to
be conducted and to carry out the transactions contemplated by this Agreement.
The copies of the articles of incorporation and by-laws for each Company, which
have been furnished to Buyer's special counsel, reflect all amendments made
thereto at any time prior to the date of this Agreement and are correct and
complete. The minute books (containing the records of meetings of the
shareholders and the board directors), the stock certificate books and the stock
record books of the Companies are correct and complete in all material respects.
None of the Companies is in default under or in violation of


                                     -15-



any provision of its articles of incorporation or by-laws. The attached
ORGANIZATION SCHEDULE sets forth a list of the officers and directors of each
of the Companies.

                  5.2 CAPITAL STOCK AND RELATED MATTERS; TITLE TO SHARES. The
entire authorized capital stock of Muller Pribyl consists of 100 shares of
common stock, $10.00 par value per share, of which 100 shares are issued and
outstanding. The entire authorized capital stock of M&P consists of 2,500 shares
of common stock, no par value per share, of which 100 shares are issued and
outstanding. Each Seller is the record owner of, and has good and marketable
title to, all of the outstanding shares of common stock of the Companies set
forth opposite such Seller's name on the SCHEDULE OF SELLERS, free and clear of
all Encumbrances. At the Closing, Sellers shall sell to Buyer good and
marketable title to the Shares, free and clear of all Encumbrances. None of the
Companies has outstanding any stock or other securities convertible or
exchangeable for any shares of its capital stock or containing any profit
participation features, nor any rights or options to subscribe for or to
purchase its capital stock or any stock or securities convertible into or
exchangeable for its capital stock or any stock appreciation rights or phantom
stock plan. None of the Companies is subject to any option or obligation
(contingent or otherwise) to repurchase or otherwise acquire or retire any
shares of its capital stock or any warrants, options or other rights to acquire
its capital stock. None of the Companies has violated any federal or state
securities laws in connection with the offer, sale or issuance of its capital
stock. All of the outstanding shares of the Companies' capital stock have been
duly authorized, validly issued and are fully paid and nonassessable. Except as
set forth on the CAPITAL STOCK AND RELATED MATTERS SCHEDULE attached hereto,
there are no agreements between the Companies' shareholders with respect to the
voting or transfer of the Companies' capital stock or with respect to any other
aspect of the Companies' affairs.

                  5.3 AUTHORIZATION; NONCONTRAVENTION. The execution, delivery
and performance of this Agreement and all of the other agreements and
instruments contemplated hereby to which the Companies are a party have been
duly authorized by each of the Companies, and no other corporate act or other
proceeding on the part of the Companies or the boards of directors is necessary
to authorize the execution, delivery or performance of this Agreement or the
other agreements contemplated hereby and the consummation of the transactions
contemplated hereby or thereby. This Agreement has been duly executed and
delivered by each of the Companies and Sellers and constitutes a valid and
binding obligation of each of the Companies and Sellers, enforceable against
each in accordance with its terms, and each of the other agreements and
instruments contemplated hereby to which the Companies or any Seller is a party,
when executed and delivered by the Companies or such Seller(s), as applicable,
in accordance with the terms hereof and thereof, shall each constitute a valid
and binding obligation of such Person, enforceable in accordance with its
respective terms (subject to bankruptcy, moratorium or similar laws affecting
creditor's rights and general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing, regardless of whether
enforcement is sought in a proceeding at law or equity). Except as set forth on
the attached RESTRICTIONS SCHEDULE and assuming the accuracy of the
representation set forth in SECTION 6.9, the execution and delivery by the
Companies and Sellers of this Agreement and all of the other agreements and
instruments contemplated hereby to which the Companies or any Seller(s) is a
party and the fulfillment of and compliance with the respective terms hereof and
thereof


                                     -16-




by the Companies and Sellers do not and will not (a) conflict with or result
in a breach of the terms, conditions or provisions of, (b) constitute a
default under (whether with or without the passage of time, the giving of
notice or both), (c) result in the creation of any Lien upon any of the
Companies' capital stock or assets pursuant to, (d) give any third party the
right to modify, terminate or accelerate any obligation under, (e) result in
a violation of, or (f) require any authorization, consent, approval,
exemption or other action of or by or notice or declaration to, or filing
with, any third party or any court or administrative or governmental body or
agency pursuant to, the Companies' or any of its Subsidiaries' charter
documents, bylaws or other constituent documents, or any law, statute, rule
or regulation to which any of the Companies or any Seller is subject, or any
agreement, instrument, license, permit, order, judgment or decree to which
the Companies or any Seller is subject, except for such conflicts, defaults,
Liens, third party rights, violations, authorizations, consents, approvals,
exemptions, actions, notices or filings which would not be material. Neither
the Companies nor any Seller is a party to or bound by any written or oral
agreement or understanding with respect to a Company Transaction other than
this Agreement, and each such Person has terminated all discussions with
third parties (other than with Buyer and its Affiliates) regarding Company
Transactions.

                  5.4 SUBSIDIARIES. Neither of the Companies currently has or
has ever had any Subsidiary.

                  5.5 FINANCIAL STATEMENTS. Attached hereto as the FINANCIAL
STATEMENTS SCHEDULE are the following financial statements:

                  (a) the combined balance sheet of the Companies as of December
31, 1998, December 31, 1997 and December 31, 1996, and the related statements of
income and cash flows (or the equivalent) for the fiscal years then ended
(collectively, the "ANNUAL FINANCIAL STATEMENTS"); and

                  (b) the combined balance sheet of the Companies as of
September 30, 1999 (the "LATEST BALANCE SHEET"), and the related statements of
income and cash flows (or the equivalent) for the nine-month period then ended
(collectively, the "UNAUDITED FINANCIAL STATEMENTS").

Except as set forth on the attached FINANCIAL STATEMENTS SCHEDULE, each of the
foregoing financial statements (including in all cases the notes thereto, if
any) have been prepared from and is consistent with the books and records of the
Companies and fairly presents the financial condition and operating results of
the Companies. Except as set forth on the attached FINANCIAL STATEMENTS
SCHEDULE, the Annual Financial Statements have been prepared in accordance with
GAAP consistently applied throughout the periods covered thereby. Except as set
forth on the attached FINANCIAL STATEMENTS SCHEDULE, the Unaudited Financial
Statements have been prepared in accordance with the accounting principles,
policies and procedures used by the Companies in the preparation of their
interim financial statements in accordance with past practice and consistently
applied and are accurate and complete in all material respects.


                                     -17-



                  5.6 ACCOUNTS RECEIVABLE. Except as set forth on the attached
ACCOUNTS RECEIVABLE SCHEDULE, all accounts and notes receivable reflected on the
Latest Balance Sheet and all accounts and notes receivable to be reflected on
the Closing Balance Sheet (net of allowances for doubtful accounts as reflected
thereon and which, in the case of the Latest Balance Sheet, are determined in
accordance with the accounting principles, policies and procedures used by the
Companies in the preparation of their interim financial statements and which, in
the case of the Closing Balance Sheet, will be determined in accordance with
GAAP) are or shall be valid receivables arising in the ordinary course of
business. No Person has any Lien on such receivables or any part thereof, and no
agreement for deduction, free goods, discount or other deferred price or
quantity adjustment has been made with respect to any such receivables.

                  5.7 INVENTORY. The Companies' inventory consists of a quantity
and quality usable and salable in the ordinary course of business consistent
with past practice, is not obsolete, defective, damaged or slow-moving, is
merchantable and fit for its intended use, subject only to the reserves for
inventory write-down set forth on the face of the Latest Balance Sheet and the
Closing Balance Sheet (rather than the notes thereto) and which, in the case of
the Latest Balance Sheet, are determined in accordance with the accounting
principles, policies and procedures used by the Companies in the preparation of
their interim financial statements and which, in the case of the Closing Balance
Sheet, will be determined in accordance with GAAP.

                  5.8 ABSENCE OF UNDISCLOSED LIABILITIES. Except as set forth on
the attached LIABILITIES SCHEDULE, none of the Companies has any obligation or
liability (whether accrued, absolute, contingent, unliquidated or otherwise,
whether or not known to the Companies, whether due or to become due and
regardless of when or by whom asserted) arising out of any transaction entered
at or prior to the date hereof, or any action or inaction at or prior to the
date hereof, or any state of facts existing at or prior to the date hereof,
other than (a) liabilities reflected on the Latest Balance Sheet, (b)
liabilities and obligations which have arisen after the date of the Latest
Balance Sheet in the ordinary course of business (none of which is a liability
for breach of contract, breach of warranty, tort, infringement, violation of
law, claim or lawsuit), or (c) obligations under contracts and commitments
described on the attached CONTRACTS SCHEDULE or under contracts and commitments
entered into in the ordinary course of business consistent with past practice
which are not required to be disclosed on such Schedule pursuant to Section 5.12
below (but not liabilities for any breach of any such contract or commitment
occurring on or prior to the Closing Date).

                  5.9 NO MATERIAL ADVERSE EFFECT. Since December 31, 1998 there
has occurred no fact, event or circumstance which has had or would reasonably be
expected to have a Material Adverse Effect. The foregoing shall not apply to
general economic conditions not relating specifically or primarily to the
design, engineering, installation, maintenance and construction of utility
networks and the utility line location business of which the Buyer should
reasonably have been expected to be aware of without disclosure by the Sellers
or the Companies (with it being understood that the Sellers and the Companies
shall have the burden of proving that the Buyers should reasonably have been
expected to be aware of such facts, events or circumstances and to have been
aware of the materiality thereof as the same relate to the Companies and their
businesses or


                                     -18-



business prospects). Since December 31, 1998, each of the Companies has
conducted its business only in the ordinary course of business consistent
with past practice.

                  5.10 ABSENCE OF CERTAIN DEVELOPMENTS. Except as set forth on
the attached DEVELOPMENTS SCHEDULE, since December 31, 1998, neither of the
Companies has:

                  (a) issued any notes, bonds or other debt securities or any
capital stock or other equity securities or any securities or rights
convertible, exchangeable or exercisable into any capital stock or other equity
securities;

                  (b) borrowed any amount or incurred or become subject to any
liabilities, except (i) current liabilities incurred in the ordinary course of
business consistent with past practice, or (ii) liabilities under contracts
entered into in the ordinary course of business;

                  (c) discharged or satisfied any Lien or paid any obligation or
liability in each case in excess of $25,000, other than current liabilities paid
in the ordinary course of business;

                  (d) declared, set aside or made any payment or distribution of
cash (including so-called "tax distributions") or other property to any of its
shareholders with respect to such shareholder's capital stock or otherwise, or
purchased, redeemed or otherwise acquired any shares of its capital stock or
other equity securities (including any warrants, options or other rights to
acquire its capital stock or other equity), other than as disclosed on the
AFFILIATED TRANSACTIONS SCHEDULE;

                  (e) mortgaged or pledged any of its properties or assets or
subjected them to any Lien, except for Permitted Liens;

                  (f) sold, assigned, transferred, leased, licensed or otherwise
encumbered any of its tangible assets with a fair market value in excess of
$25,000, except in the ordinary course of business consistent with past
practice, or canceled or forgiven any debts or claims;

                  (g) sold, assigned, transferred, leased, licensed or otherwise
encumbered any Intellectual Property Rights, disclosed any proprietary
confidential information to any Person (other than to Buyer and its Affiliates,
to representatives of the Companies or the Sellers in connection with the
transactions contemplated hereby or other than in the ordinary course of
business consistent with past practice in circumstances in which it has imposed
reasonable confidentiality restrictions), or abandoned or permitted to lapse any
Intellectual Property Rights;

                  (h) made or granted any bonus or any wage or salary increase
to any employee who receives more than $50,000 in compensation per year or group
of employees (except as required by pre-existing contracts described on the
attached CONTRACTS SCHEDULE), or made or granted any increase in any employee
benefit plan or arrangement, or amended or terminated any existing employee
benefit plan or arrangement or adopted any new employee benefit plan or
arrangement;


                                     -19-



                  (i) undertaken any plant closing or layoff of employees that
could implicate the Worker Adjustment and Retraining Notification Act;

                  (j) suffered any extraordinary losses or waived any rights of
value (whether or not in the ordinary course of business or consistent with past
practice) in excess of $25,000 in the aggregate;

                  (k) made capital expenditures or commitments therefor that
amount in the aggregate to more than $50,000;

                  (l) delayed or postponed the payment of any accounts payable
or commissions or any other liability or obligation or agreed or negotiated with
any party to extend the payment date of any accounts payable or commissions or
any other liability or obligation or accelerated the collection of (or
discounted) any accounts or notes receivable;

                  (m) made any loans or advances to, guaranties for the benefit
of, or any Investments in, any Person (other than advances to the Companies'
employees in the ordinary course of business consistent with past practice);

                  (n) made any charitable contributions or pledges exceeding in
the aggregate $10,000 or made any political contributions;

                  (o) suffered any damage, destruction or casualty loss
exceeding in the aggregate $25,000 whether or not covered by insurance;

                  (p) made any change in any method of accounting or accounting
policies or made any write-down in the value of its inventory that is material
or that is other than in the usual, regular and ordinary course of business
consistent with past practice or reversed any accruals (whether or not in the
ordinary course of business or consistent with past practice);

                  (q) made any Investment in or taken any steps to incorporate
any Subsidiary;

                  (r) amended its articles of incorporation, by-laws or other
organizational documents;

                  (s) entered into any agreement or arrangement prohibiting or
restricting it from freely engaging in any business or otherwise restricting the
conduct of its business anywhere in the world;

                  (t) taken any action or failed to take any action that has,
had or would reasonably be expected to have the effect of accelerating to
pre-Closing periods sales to the trade or other customers that would otherwise
be expected to occur after the Closing;


                                     -20-



                  (u) entered into any material contract other than in the
ordinary course of business consistent with past practice; or

                  (v) agreed, whether orally or in writing, to do any of the
foregoing.

                  5.11 ASSETS.

                  (a) Except as set forth on the attached ASSETS SCHEDULE, the
Companies have good and marketable title to, or a valid leasehold interest in,
all properties and assets used by the Companies, located on their premises or
shown on the Latest Balance Sheet or acquired after the date thereof, free and
clear of all Liens (other than properties and assets disposed of in the ordinary
course of business since the date of the Latest Balance Sheet or except for
Liens disclosed on the Latest Balance Sheet (including any notes thereto) or
Permitted Liens). Except as set forth on the attached ASSETS SCHEDULE, the
Companies own, have a valid leasehold interest in or have the valid and
enforceable right to use all assets, tangible or intangible, used in the conduct
of their business as presently conducted and as presently proposed to be
conducted. Except as set forth on the attached ASSETS SCHEDULE, no Affiliate of
any Seller (including, but not limited to, Mississippi Valley Utilities, Inc.
and William Tele, Inc.) owns any assets or property used in the Companies'
business, except for the Leased Realty owned by Muller & Pribyl Partnership, a
Minnesota general partnership controlled by the Sellers. Except as set forth on
the attached ASSETS SCHEDULE, all of the Companies' buildings (including all
components of such buildings, structures and other improvements), equipment,
machinery, fixtures, improvements and other tangible assets (whether owned or
leased) are in good condition and repair (ordinary wear and tear excepted) and
are fit for use in the ordinary course of the Companies' business as presently
conducted and as presently proposed to be conducted. The attached ASSETS
SCHEDULE sets forth and describes in reasonable detail the actual out-of-pocket
capital expenditures made by the Companies during the twelve-months ended
December 31, 1998 and the nine-months ended September 30, 1999.

                  (b) The LEASED REAL PROPERTY SCHEDULE attached hereto contains
a complete list of all real property leased or subleased by the Companies
(individually "LEASED REAL PROPERTY" and collectively, the "LEASED REALTY").
None of the Companies owns any real property or possesses any right to acquire
any real property. The Companies have previously delivered to Buyer's special
counsel complete and accurate copies of each of the leases for the Leased Realty
(the "REALTY LEASES"). With respect to each Realty Lease: (i) the Realty Lease
is legal, valid, binding, enforceable and in full force and effect and will
continue to be legal, valid, binding, enforceable and in full force and effect
after the Closing; (ii) neither the Companies nor, to the knowledge of the
Sellers and the Companies, any other party to the Realty Lease is in breach or
default, and, to the knowledge of the Sellers and the Companies, no event has
occurred which, with notice or lapse of time or both, could constitute such a
breach or default or permit termination, modification or acceleration under the
Realty Lease; (iii) no party to the Realty Lease has repudiated any provision
thereof; (iv) there are no disputes, oral agreements or forbearance programs in
effect as to the Realty Lease; (v) the Realty Lease has not been modified in any
respect, except to the extent that such modifications are disclosed by the
documents delivered to Buyer; and (vi) the Companies have not


                                     -21-



assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any
interest in the Realty Lease.

                  (c) Muller and Pribyl Partnership has fee simple title to the
real property leased to the Companies pursuant to the Real Estate Lease, free
and clear of all Liens, except Permitted Liens and do not lease or sublease the
properties to any Person other than the Companies and do not allow any Person
other than the Companies to use such properties.

                  5.12 CONTRACTS AND COMMITMENTS.

                  (a) Except as set forth on the attached CONTRACTS SCHEDULE,
none of the Companies is a party to or bound by any written or oral:

                           (i) pension, profit sharing, stock option, employee
stock purchase or other plan or arrangement providing for deferred or other
compensation to employees, former employees or consultants, or any other
employee benefit plan or arrangement, or any collective bargaining agreement or
any other contract with any labor union, or severance agreements, programs,
policies or arrangements;

                           (ii) contract for the employment of any officer,
individual employee or other Person on a full-time, part-time, consulting or
other basis or relating to loans to officers, directors or Affiliates;

                           (iii) contract under which the Companies have
advanced or loaned any other Person amounts in the aggregate exceeding $10,000;

                           (iv) agreement or indenture relating to borrowed
money or other Indebtedness or the mortgaging, pledging or otherwise placing a
Lien on any material asset or material group of assets of the Companies;

                           (v) Guaranty;

                           (vi) lease or agreement under which the Companies is
lessee of or holds or operates any property, real or personal, owned by any
other party, except for the Realty Leases and any lease of real or personal
property under which the aggregate annual rental payments do not exceed $10,000;

                           (vii) lease or agreement under which the Companies is
lessor of or permits any third party to hold or operate any property, real or
personal, owned or controlled by the Companies (other than any lease to a
subcontractor in the ordinary course of business involving annual consideration
of less than $10,000 per year);


                                    -22-




                           (viii) contract or group of related contracts with
the same party or group of affiliated parties the performance of which involves
consideration in the aggregate in excess of $10,000, other than purchase and
sales orders incurred in the ordinary course of business;

                           (ix) assignment, license, indemnification or
agreement with respect to any intangible property (including any Intellectual
Property Rights);

                           (x) warranty agreement with respect to its services
rendered or its products sold or leased;

                           (xi) agreement under which it has granted any Person
any registration rights (including demand or piggyback registration rights);

                           (xii) sales, distribution, supply or franchise
agreement;

                           (xiii) agreement with a term of more than six months
which is not terminable by the Companies upon 30 days' or less notice without
penalty and involves a consideration in excess of $10,000 annually;

                           (xiv) contract regarding voting, transfer or other
arrangements related to the Companies' capital stock or warrants, options or
other rights to acquire any of the Companies' capital stock;

                           (xv) contract or agreement prohibiting it from freely
engaging in any business or competing anywhere in the world; or

                           (xvi) any other agreement which is material to its
operations and business prospects or involves a consideration in excess of
$50,000 annually.

                  (b) Except to the extent set forth on the CONTRACTS SCHEDULE,
all of the contracts, leases, agreements and instruments set forth or required
to be set forth on the CONTRACTS SCHEDULE are valid, binding and enforceable in
accordance with their respective terms and will be in full force and effect
without penalty in accordance with their terms upon consummation of the
transactions contemplated hereby, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the enforcement of creditors' rights or general principles of
equity. Except as set forth on the CONTRACTS SCHEDULE, (i) each of the Companies
has performed in all material respects all obligations required to be performed
by it and is not in default under or in breach of nor in receipt of any claim of
default or breach under any contract, lease, agreement or instrument to which
the Companies are subject; (ii) no event has occurred which with the passage of
time or the giving of notice or both would result in a default, breach or event
of noncompliance by the Companies under any contract, lease, agreement or
instrument to which the Companies are subject; (iii) none of the Companies has
any present expectation or intention of not fully performing all such
obligations; (iv) no partially-filled or


                                    -23-



unfilled customer purchase order or sales order is subject to cancellation or
any other material modification by the other party thereto or is subject to
any penalty, right of set-off or other charge by the other party thereto for
late performance or delivery; and (v) neither the Companies nor any Seller
has knowledge of any breach or anticipated breach by the other parties to any
contract, lease, agreement, instrument or commitment to which the Companies
are parties. None of the Companies is a party to any contract, agreement or
commitment where performance by the Companies under such contract, agreement
or commitment could reasonably be expected to have a Material Adverse Effect.

                  (c) Buyer's counsel has been supplied with a true and correct
copy of each of the written instruments, plans, contracts and agreements and an
accurate description of each of the oral arrangements, contracts and agreements
which are referred to on the attached CONTRACTS SCHEDULE, together with all
amendments, waivers or other changes thereto.

                  5.13 INTELLECTUAL PROPERTY RIGHTS.

                  (a) The attached INTELLECTUAL PROPERTY SCHEDULE contains a
complete and accurate list of all (i) patented or registered Intellectual
Property Rights owned or, to the Companies' or any Seller's knowledge, used by
the Companies, (ii) pending patent applications and applications for other
registrations of Intellectual Property Rights filed by or on behalf of the
Companies, and (iii) material unregistered Intellectual Property Rights owned or
used by the Companies. The attached INTELLECTUAL PROPERTY SCHEDULE also contains
a complete and accurate list of all licenses and other rights granted by the
Companies to any third party with respect to any Intellectual Property Rights
and all licenses and other rights granted by any third party to the Companies
with respect to any Intellectual Property Rights, in each case identifying the
subject Intellectual Property Rights. The Companies own and possess all right,
title and interest to, or have the right to use pursuant to a valid and
enforceable license, all Intellectual Property Rights used in the operation of
the businesses of the Companies as presently conducted, free and clear of all
Liens, except for Permitted Liens. Without limiting the generality of the
foregoing, the Companies own and possess all right, title and interest in and to
all Intellectual Property Rights created or developed by the Companies'
employees and independent contractors or under the direction or supervision of
the employees or independent contractors relating to the businesses of the
Companies. Except as set forth on the attached INTELLECTUAL PROPERTY SCHEDULE,
the loss or expiration of any Intellectual Property Right or related group of
Intellectual Property Rights owned or used by the Companies has not had and
would not reasonably be expected to have a Material Adverse Effect, and to the
Companies' or any Seller's knowledge no loss or expiration of any Intellectual
Property Right is threatened or pending. The Companies have taken all necessary
steps to maintain and protect the Intellectual Property Rights which they own
and use.

                  (b) Except as set forth on the attached INTELLECTUAL PROPERTY
SCHEDULE, (i) there have been no claims made against the Companies asserting the
invalidity, misuse or unenforceability of any of the Intellectual Property
Rights owned or used by the Companies, (ii) neither the Companies nor any Seller
has received any notices of, and has no knowledge of any facts that


                                      -24-



indicate a likelihood of, any infringement or misappropriation by, or
conflict with, any third party with respect to any Intellectual Property
Rights (including any demand or request that the Companies license any rights
from a third party), (iii) the conduct of the Companies' businesses has not
infringed, misappropriated or conflicted with and does not infringe,
misappropriate or conflict with any Intellectual Property Rights of other
Persons, and (iv) to the Companies' and each Seller's knowledge, the
Intellectual Property Rights owned by or licensed to the Companies have not
been infringed, misappropriated or conflicted by other Persons. The
transactions contemplated by this Agreement will not have a Material Adverse
Effect on the Companies' right, title or interest in and to the Intellectual
Property Rights listed (or required to be listed) on the INTELLECTUAL
PROPERTY SCHEDULE and all of such Intellectual Property Rights shall be owned
or available for use by the Companies on identical terms and conditions
immediately after the Closing.

                  (c) Except as disclosed on the INTELLECTUAL PROPERTY SCHEDULE,
none of the computer software, computer firmware, computer hardware (whether
general or special purpose) or other similar or related computer systems or
software that are used or relied on by Companies in the conduct of its business
will malfunction, will cease to function, will generate incorrect data or will
produce incorrect results when processing, providing or receiving (i)
date-related data from, into and between the twentieth and twenty-first
centuries or (ii) date-related data in connection with any valid date in the
twentieth and twenty-first centuries.

                  5.14 LITIGATION. Except as set forth on the attached
LITIGATION SCHEDULE, there are no (and, during the five years preceding the date
hereof, there have not been any) actions, suits, proceedings (including any
arbitration proceedings), orders, investigations or claims pending or, to the
Companies' or any Seller's knowledge, threatened against or affecting the
Companies or their assets (or to the Companies' or any Seller's knowledge,
pending or threatened against or affecting any of the officers, directors or
employees of the Companies with respect to the Companies' business or proposed
business activities), or pending or threatened by the Companies against any
Person, at law or in equity, or before or by any governmental department,
commission, board, bureau, agency or instrumentality (including any actions,
suits, proceedings or investigations with respect to the transactions
contemplated by this Agreement) involving or likely to involve an amount in
controversy of more than $25,000; none of the Companies is subject to any
arbitration proceedings under collective bargaining agreements or otherwise or
any governmental investigations or inquiries. The foregoing includes, without
limitation, actions pending or threatened involving the prior employment of any
of the Companies' employees, their use in connection with the Companies'
businesses of any information or techniques allegedly proprietary to any of
their former employers or their obligations under any agreements with prior
employers. The Companies are fully insured with respect to each of the pending
matters set forth on the attached LITIGATION SCHEDULE. None of the Companies is
subject to any judgment, order or decree of any court or other governmental
agency. There are no actions, suits, proceedings (including any arbitration
proceedings), orders, investigations or claims pending or, to the Companies' or
any Seller's knowledge, threatened against or affecting any Seller in which it
is sought to restrain or prohibit or to obtain damages or other relief in
connection with the transactions contemplated hereby.


                                     -25-






                  5.15 COMPLIANCE WITH LAWS. Except as set forth on the attached
COMPLIANCE SCHEDULE:

                  (a) During the past five years, each of the Companies has
complied in all material respects and is in compliance in all material respects
with all applicable laws, ordinances, codes, rules, requirements and regulations
of foreign, federal, state and local governments and all agencies thereof
relating to the operation of its business and the maintenance and operation of
its properties and assets. No notices have been received by and no claims have
been filed against the Companies alleging a violation of any such laws,
ordinances, codes, rules, requirements or regulations. None of the Companies has
made any bribes, kickback payments or other similar payments of cash or other
consideration, including payments to customers or clients or employees of
customers or clients for purposes of doing business with such Persons.

                  (b) Each of the Companies holds and is in compliance in all
material respects with all permits, licenses, bonds, approvals, certificates,
registrations, accreditations and other authorizations of all foreign, federal,
state and local governmental agencies required for the conduct of its business
and the ownership of its properties (including as the same relate to
Environmental and Safety Requirements), and the attached PERMITS SCHEDULE sets
forth a list of all of such material permits, licenses, bonds, approvals,
certificates, registrations, accreditations and other authorizations. No notices
have been received by the Companies alleging the failure to hold any of the
foregoing. All of such permits, licenses, bonds, approvals, accreditations,
certificates, registrations and authorizations will be available for use by the
Companies immediately after the Closing.

                  5.16 ENVIRONMENTAL AND SAFETY MATTERS. Except as set forth on
the attached ENVIRONMENTAL SCHEDULE:

                  (a) Each of the Companies has complied with in all material
respects and is in compliance in all material respects with all Environmental
and Safety Requirements (including, without limitation, all permits and licenses
required thereunder). None of the Companies has received any written notice,
report or information regarding any actual or alleged violation of Environmental
and Safety Requirements or any liabilities or potential liabilities (contingent
or otherwise), including any investigatory, corrective or remedial obligation
relating to them or their facilities arising under Environmental and Safety
Requirements.

                  (b) Neither this Agreement nor the consummation of the
transactions contemplated hereby will result in any obligations for site
investigation or cleanup, or notification to or consent of any government
agencies or third parties under any Environmental and Safety Requirements
(including any so called "transaction-triggered" or "responsible property
transfer" laws and regulations).

                  (c) None of the following exists at any property or facility
owned, or, to the knowledge of the Companies and the Sellers, occupied or
operated by the Companies: (i) underground storage tanks; (ii)
asbestos-containing material in friable or damaged form; (iii)


                                      -26-



materials or equipment containing polychlorinated biphenyls; or (iv)
landfills, surface impoundments or other disposal areas.

                  (d) None of the Companies nor any of their Affiliates has
treated, stored, disposed of, arranged for or permitted the disposal of,
transported, handled or released any substance (including any hazardous
substance, petroleum product or hazardous waste) or owned, occupied or operated
any facility or property (and no such property or facility is contaminated by
any such substance) in a manner that has given or could give rise to any
liabilities (including any liability for response costs, corrective action
costs, personal injury, natural resource damages, property damage or attorneys
fees or any investigative, corrective or remedial obligations) pursuant to
CERCLA or any other Environmental and Safety Requirements.

                  (e) None of the Companies has, either expressly or by
operation of law, assumed or undertaken any liability or corrective,
investigatory or remedial obligation of any other Person relating to any
Environmental and Safety Requirements.

                  (f) The Sellers and each of the Companies have furnished to
the Buyer all environmental audits, reports and other material environmental
documents relating to the Companies and their respective Affiliates and any
of their facilities, which are in their possession, custody or control.

                  5.17 EMPLOYEES. The attached EMPLOYEES SCHEDULE correctly
sets forth the name and current annual salary of each of the Companies'
employees receiving more than $50,000 in annual compensation and whether any
employees are absent from active employment, including, but not limited to,
leave of absence or disability. Except as set forth on the attached EMPLOYEES
SCHEDULE, (a) none of the Companies is aware that any executive or key
employee of the Companies or any of its Subsidiaries or any group of
employees of the Companies has any plans to terminate employment with the
Companies; (b) the Companies have complied in all material respects with all
laws and contracts relating to the employment of labor (including provisions
thereof relating to wages, hours, equal opportunity, collective bargaining
and the payment of social security and other Taxes), and none of the
Companies is aware that it has any union organization activities, threatened
or actual strikes or work stoppages or material labor grievances; and (c)
neither the Companies nor, to the Companies' or any Seller's knowledge, any
of their respective employees are subject to any noncompete, nondisclosure,
confidentiality, employment, consulting or similar agreements relating to,
affecting or in conflict with the present or proposed business activities of
the Companies, except for agreements between the Companies and their present
and former employees. The EMPLOYEES SCHEDULE sets forth the bonuses paid to
the Companies' officers and employees for the fiscal year ended December 31,
1998, and the bonuses reasonably expected to be paid to the Companies'
officers and employees for the fiscal year ended December 31, 1999.

                                     -27-



                  5.18     EMPLOYEE BENEFIT PLANS.

                  (a) The attached EMPLOYEE BENEFITS SCHEDULE sets forth an
accurate and complete list of each "employee benefit plan" (as such term is
defined in Section 3(3) of ERISA) and each other employee benefit plan, program
or arrangement providing benefits to current or former employees (including any
bonus plan, plan for deferred compensation, retirement, severance, sick leave,
employee health or other welfare benefit plan or other arrangement), at any time
maintained, sponsored, or contributed to by the Companies, or with respect to
which the Companies have any liability or potential liability. Each such item
listed on the attached EMPLOYEE BENEFITS SCHEDULE is referred to herein as a
"PLAN."

                  (b) Except as set forth on the EMPLOYEE BENEFITS SCHEDULE, the
Companies do not have any obligation to contribute to (or any other liability,
including current or potential withdrawal liability, with respect to) any
"multiemployer plan" (as defined in Section 3(37) of ERISA) or any employee
benefit plan that is a "defined benefit plan" (as defined in Section 3(35) of
ERISA), whether or not terminated.

                  (c) The Companies do not have any obligation under any Plan or
otherwise to provide medical, health, life insurance or other welfare-type
benefits to current or future retired or terminated employees (except for
limited continued medical benefit coverage required to be provided under Section
4980B of the Code or as required under applicable state law).

                  (d) Except as set forth on the EMPLOYEE BENEFITS SCHEDULE
under the heading "Profit Sharing Plans," the Companies does not maintain,
contribute to or have any liability or potential liability under (or with
respect to) any employee benefit plan that is a "defined contribution plan"
(as defined in Section 3(34) of ERISA), whether or not terminated.

                  (e) For purposes of this Section 5.18, the term "Companies"
includes all entities treated as a single employer with the Companies pursuant
to Section 414 of the Code.

                  (f) With respect to the Plans, all required or recommended (in
accordance with historical practices) payments, premiums, contributions,
reimbursements or accruals for all periods ending prior to or as of the Closing
will have been made or properly accrued or reserved for on the Latest Balance
Sheet. None of the Plans has any unfunded liabilities which are not reflected on
the Latest Balance Sheet.

                  (g) The Plans and all related trusts, insurance contracts and
funds have been maintained, funded and administered in compliance in all
material respects with their terms and with the applicable provisions of ERISA,
the Code and other applicable laws. Neither the Companies nor any trustee or
administrator of any Plan has engaged in any transaction with respect to the
Plans that would subject the Companies or any trustee or administrator of the
Plans, or any party dealing with any such Plan, nor do the transactions
contemplated by this Agreement constitute transactions which would subject any
such party, to either a civil penalty assessed pursuant to Section 502(i) of
ERISA


                                     -28-



or the tax or penalty on prohibited transactions imposed by Section 4975 of
the Code. No actions, suits or claims with respect to the assets of the Plans
(other than routine claims for benefits) are pending or, to the Companies' or
any Seller's knowledge, threatened which could result in or subject the
Companies to any liability, and to the Companies' or any Seller's knowledge,
there are no circumstances that would give rise to or be expected to give
rise to any such actions, suits or claims. No liability to the Pension
Benefit Guaranty Corporation or otherwise under Title IV of ERISA has been or
could be incurred by the Companies.

                  (h) Each of the Plans which is intended to be qualified
under Section 401(a) of the Code has received a favorable determination from
the Internal Revenue Service that such plan is qualified under Section 401(a)
of the Code, and to the Companies' or any Seller's knowledge, there are no
circumstances which would adversely affect the qualified status of any such
Plan.

                  (i) The Companies have provided Buyer with true and
complete copies of all documents pursuant to which the Plans are maintained,
funded and administered, and the most recent annual reports (Form 5500 and
attachments) for the Plans.

                  (j) The Companies have not incurred and do not reasonably
expect to incur any withdrawal liability under any "multiemployer plan."
Neither of the Companies has been notified by any "multiemployer plan" that
such "multiemployer plan" has been terminated within the meaning of Title IV
of ERISA and, to the knowledge of the Companies, no "multiemployer plan" is
reasonably expected to be reorganized or terminated, within the meaning of
Title IV of ERISA.

                  5.19 INSURANCE. The attached INSURANCE SCHEDULE contains a
list of each insurance policy currently maintained by the Companies with
respect to its properties, assets and businesses setting forth the type of
coverage, the annual premiums and deductibles, the coverage amounts therefor
and an indication whether such policy is on a "claims made" or "incurrence"
basis, and each such policy is in full force and effect. None of the
Companies is in default with respect to its obligations under any insurance
policy maintained by it, and none of the Companies has been denied insurance
coverage. Except as set forth on the INSURANCE SCHEDULE, none of the
Companies has any self-insurance or co-insurance programs, and the reserves
set forth on the Latest Balance Sheet are adequate (and the reserves to be
set forth on the Closing Balance Sheet will be adequate) to cover all
anticipated liabilities with respect to any such self-insurance or
co-insurance programs.

                  5.20 TAX MATTERS.

                  (a) Each of the Companies has timely filed (or has had
filed on its behalf) all Tax Returns required to be filed by it, each such
Tax Return has been prepared in compliance in all material respects with all
applicable laws and regulations, and all such Tax Returns are true and
accurate in all material respects. Except for Taxes being contested in good
faith for which appropriate reserves have been established on the books and
records of the Companies, all Taxes due and payable by the Companies have
been paid and the Companies have withheld and paid over to the appropriate
taxing authority all Taxes which they are required to withhold from amounts
paid

                                     -29-



or owing to any employee, stockholder, creditor or other third party. All
Taxes accrued but not yet due are accrued on the Latest Balance Sheet and
will be accrued on the Closing Balance Sheet. The charges, accruals and
reserves for Taxes with respect to the Companies for any Tax period (or
portion thereof) ending on or before the Closing Date will be adequate to
cover such Taxes.

                  (b) Except as set forth on the attached TAXES SCHEDULE:

                           (i) none of the Companies has requested or been
granted an extension of the time for filing any Tax Return which has not yet
been filed;

                           (ii) none of the Companies has consented to extend to
a date later than the date hereof the time in which any Tax may be assessed or
collected by any taxing authority;

                           (iii) neither of the Companies is, or during any time
since its inception was, a member of any Affiliated Group;

                           (iv) no deficiency or proposed adjustment which has
not been settled or otherwise resolved for any amount of Tax has been proposed,
asserted or assessed by any taxing authority against the Companies;

                           (v) there is no action, suit, taxing authority
proceeding or audit now in progress, pending or, to the Companies' or any
Seller's knowledge, threatened against or with respect to the Companies;

                           (vi) no written claim has ever been made by a taxing
authority in a jurisdiction where any of the Companies, respectively, does not
file Tax Returns claiming that any of the Companies, respectively, is or may be
subject to Taxes assessed by such jurisdiction;

                           (vii) none of the Companies has made any election
under Section 341(f) of the Code (or any corresponding provision of state, local
or foreign income Tax law);

                           (viii) there are no Liens for Taxes (other than for
current Taxes not yet due and payable) upon the assets of the Companies;

                           (ix) none of the Companies will be required (A) as a
result of a change in method of accounting for a taxable period ending on or
prior to the Closing Date, to include any adjustment in taxable income for any
taxable period (or portion thereof) ending after the Closing Date, (B) as a
result of any "closing agreement," as described in Section 7121 of the Code (or
any corresponding provision of state, local or foreign income Tax law), to
include any item of income in, or exclude any item of deduction from, taxable
income for any taxable period (or portion thereof) ending after the Closing
Date, (C) as a result of any sale reported on the installment method, to include
in taxable income any amount from a sale in a taxable period ending on or prior
to the Closing Date, or (D) as a result of any prepaid amount received in a
taxable period ending on or prior

                                     -30-



to the Closing Date, to include in taxable income such amount (or portion
thereof) for any taxable period (or portion thereof) ending after the Closing
Date;

                           (x) none of the Companies is a party to or bound by
any Tax allocation or Tax sharing agreement and none of the Companies has any
current or potential contractual obligation to indemnify any other Person with
respect to Taxes; and

                           (xi) Buyer will not be required to deduct and
withhold any amount pursuant to Section 1445(a) of the Code upon the transfer of
any cash or property pursuant to this Agreement.

                           (xii) Each of the Companies has made a valid election
under Code Section 1362, effective February 1, 1980 in the case of Muller &
Pribyl Utilities, Inc. and April 13, 1995 in the case of M&P Utilities, Inc., to
be an S Corporation for all taxable years since its inception through and
including the current year and has made all corresponding valid elections, where
required, in the states in which it does business and such elections have not
been terminated.

                           (xiii) None of the Companies will be liable for
any Tax under Code Section 1374 in connection with the deemed sale of their
assets caused by the Section 338(h)(10) Election. None of the Companies has,
in the past 10 years, (A) acquired assets from another corporation in a
transaction in which either Company's Tax basis for the acquired assets was
determined, in whole or in part, by reference to the Tax basis of the
acquired assets (or any other property) in the hands of the transferor, or
(B) acquired any stock of any corporation which is a qualified Subchapter S
subsidiary.

                           (xiv) The Companies, in the aggregate, have not made
distributions to any Sellers in order to pay such Seller's federal and state
income tax liabilities in excess of Permitted Tax Distributions.

                  5.21 BROKERAGE AND TRANSACTION BONUSES. Except for brokerage
fees set forth on the attached BROKERAGE SCHEDULE, there are no claims for
brokerage commissions, finders' fees or similar compensation in connection with
the transactions contemplated by this Agreement based on any arrangement or
agreement binding upon any Seller or any of the Companies. Except as set forth
on the attached TRANSACTION BONUSES SCHEDULE, there are no special bonuses or
other similar compensation payable to any employee of the Companies in
connection with the transactions contemplated hereby.

                  5.22 BANK ACCOUNTS. The BANK ACCOUNT SCHEDULE attached hereto
lists all of the Companies' bank accounts (designating each authorized signatory
and the level of each signatory's authorization).

                  5.23 NAMES AND LOCATIONS. Except as set forth on the attached
NAMES AND LOCATIONS Schedule, during the five-year period prior to the execution
and delivery of this


                                      -31-



Agreement, none of the Companies has used any name or names under which it
has invoiced account debtors, maintained records concerning its assets or
otherwise conducted business.

                  5.24 AFFILIATE TRANSACTIONS. Except as set forth on the
attached AFFILIATED TRANSACTIONS SCHEDULE, no officer, director, shareholder,
key employee or Affiliate of any of the Companies or, to the Companies' or any
Seller's knowledge, any individual related by blood, marriage or adoption to any
such individual or any entity in which any such Person or individual owns any
material beneficial interest (other than publicly traded companies in which the
interest held by such Person is less than 2% of the outstanding stock of any
class of such company and such Person has no active participation in such
company's business), is a party to any agreement, contract, commitment or
transaction with the Companies or has any interest in any property used by the
Companies (including any Intellectual Property Rights).

                  5.25 SERVICE WARRANTIES. All services rendered by the
Companies have been in conformity in all material respects with all applicable
contractual commitments and all express and implied warranties, and except as
set forth on the WARRANTY SCHEDULE, none of the Companies has any liability for
curing or providing additional services or other damages in connection therewith
in excess of any warranty reserve specifically established with respect thereto
and included on the face of the Latest Balance Sheet (rather than the notes
thereto) or to be included on the Closing Balance Sheet. No services rendered by
the Companies are subject to any guaranty, warranty or other indemnity beyond
the applicable standard terms and conditions of such sale (including as a result
of any course of conduct between the Companies or any of its Subsidiaries and
any Person or as a result of any statements in any of the Companies' or any of
its Subsidiaries' service or promotional literature). The attached WARRANTY
SCHEDULE includes copies of such standard terms and conditions of sale for the
Companies (containing applicable guaranty, warranty and indemnity provisions).
None of the Companies nor any of its Subsidiaries has been notified of any
claims for (and neither the Companies nor any Seller has any knowledge of any
threatened claims for) any extraordinary warranty obligations or additional
services relating to any of its services.

                  5.26 CUSTOMERS AND SUPPLIERS. The CUSTOMERS AND SUPPLIERS
SCHEDULE attached hereto sets forth (a) a list of the top twenty customers of
the Companies (on a consolidated basis by billings to such customers), and (b) a
list of the top ten suppliers of the Companies (on a consolidated basis by
billings from such suppliers), for the fiscal year ended December 31, 1998 and
the nine-month period ended September 30, 1999 and, with respect to such
customers, the committed billings to such customers for the fiscal year ending
December 31, 1999. None of the Companies has received any written or oral notice
from any customer of the Companies listed on the CUSTOMERS AND SUPPLIERS
SCHEDULE to the effect that such customer will stop, materially or adversely
decrease the rate of, or materially and adversely change the terms (whether
related to payment, price or otherwise) with respect to, buying products and
services from the Companies (whether as a result of the consummation of the
transactions contemplated hereby or otherwise). Neither of the Companies has
received any written or oral notice from any supplier listed on the CUSTOMERS
AND SUPPLIERS SCHEDULE to the effect that such supplier will stop, materially or
adversely decrease the rate of, or materially and adversely change the terms
(whether related to payment, price or otherwise)


                                      -32-





with respect to, supplying materials, products or services to the Companies
(whether as a result of the consummation of the transactions contemplated
hereby or otherwise).

                  5.27 NO OTHER REPRESENTATIONS. Except for the representations
and warranties contained in this Agreement or any other agreement or document
contemplated hereby, neither the Companies nor the Sellers make any other
express or implied representation or warranty that could give rise to claim for
indemnification hereunder.

                                   ARTICLE VI

              REPRESENTATIONS AND WARRANTIES OF BUYER AND LINC.NET

                  As an inducement to Sellers and the Companies to enter into
this Agreement and to consummate the transactions contemplated hereby, Buyer and
Linc.net, jointly and severally, hereby represent and warrant to Sellers and the
Companies as follows:

                  6.1 ORGANIZATION AND POWER. Each of Buyer and Linc.net is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware. Each of Buyer and Linc.net has all requisite corporate
power and authority to execute and deliver this Agreement and the other
documents contemplated hereby to which Buyer or Linc.net, respectively, is a
party and to perform its obligations hereunder and thereunder.

                  6.2 AUTHORIZATION. The execution, delivery and performance by
Buyer and Linc.net of this Agreement and all of the other agreements
contemplated hereby to which Buyer or Linc.net, respectively, is a party and the
consummation of the transactions contemplated hereby or thereby have been duly
and validly authorized by Buyer or Linc.net, respectively, and no other
corporate act or proceeding on the part of Buyer or Linc.net, respectively,
their respective board of directors or stockholders is necessary to authorize
the execution, delivery or performance of this Agreement and all of the other
agreements contemplated hereby to which Buyer or Linc.net, respectively, is a
party and the consummation of the transactions contemplated hereby or thereby.
This Agreement has been duly executed and delivered by Buyer and Linc.net, and
this Agreement constitutes a valid and binding obligation of each of Buyer and
Linc.net, enforceable against each in accordance with its terms (subject to
general principles of equity, including principles of commercial reasonableness,
good faith and fair dealing, regardless of whether enforcement is sought in a
proceeding at law or equity).

                  6.3 NO VIOLATION. Neither Buyer nor Linc.net is subject to or
obligated under its certificate of incorporation or by-laws, or any applicable
law, rule or regulation of any governmental authority, or any agreement,
instrument, license or permit, or subject to any order, writ, injunction or
decree, which would be breached or violated by its execution, delivery or
performance of this Agreement or the consummation of the transactions
contemplated hereby.


                                     -33-





                  6.4 GOVERNMENTAL AUTHORITIES AND CONSENTS. No permit,
consent, approval or authorization of, or declaration to or filing with, any
governmental or regulatory authority or any other Person is required in
connection with the execution, delivery or performance of this Agreement by
Buyer or Linc.net or the consummation by Buyer or Linc.net of the transactions
contemplated hereby.

                  6.5 LITIGATION. There are no actions, suits, proceedings,
orders or investigations pending or, to each of Buyer's or Linc.net's knowledge,
threatened against or affecting Buyer or Linc.net, at law or in equity, or
before or by any federal, state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality, domestic or foreign, which
would adversely affect Buyer's or Linc.net's performance of its obligations
under this Agreement or any other agreement contemplated hereby to which Buyer
or Linc.net is a party or the consummation of the transactions contemplated
hereby or thereby.

                  6.6 BROKERAGE. Except as set forth on the attached BUYER
BROKERAGE SCHEDULE, there are no claims for brokerage commissions, finders' fees
or similar compensation in connection with the transactions contemplated by this
Agreement based on any arrangement or agreement made by or on behalf of Buyer or
Linc.net.

                  6.7 INVESTMENT INTENT. Buyer is purchasing the Shares for its
own account with the present intention of holding the Shares for investment
purposes and not with a view to or for sale in connection with any distribution
of the Shares in violation of any applicable securities law. Buyer will not
transfer the Shares in violation of the Securities Act or any applicable state
securities laws.

                  6.8 NO OTHER REPRESENTATION. Except for the representations
and warranties contained in this Agreement or any other agreement or document
contemplated hereby, neither Buyer nor Linc.net makes any other express or
implied representation or warranty that could give rise to a claim for
indemnification hereunder.

                  6.9 HSR. Buyer and Linc.net represent that their ultimate
parent entity, together with all entities controlled by such ultimate parent
entity (as those terms are used in 16 C.F.R. sec. 801.1 et seq.), does not have
$100 million in either annual net sales or total assets as calculated in
accordance with 16 C.F.R.
801.11.

                                   ARTICLE VII

                             [INTENTIONALLY OMITTED]

                                  ARTICLE VIII

                 ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING


                                       -34-





                  8.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties in this Agreement and the Schedules and Exhibits
attached hereto or in any certificate delivered by any party to another party at
Closing in connection with this Agreement shall survive the Closing as follows:

                  (a) the representations and warranties in Section 5.18
(Employee Benefit Plans) and Section 5.20 (Tax Matters) shall terminate when the
applicable statutes of limitations with respect to the liabilities in question
expire (after giving effect to any extensions or waivers thereof), PLUS thirty
(30) days;

                  (b) the representations and warranties in Section 5.16
(Environmental and Safety Matters) shall terminate on the third anniversary of
the Closing;

                  (c) the representations and warranties in Section 5.2 (Capital
Stock and Related Matters; Title to Shares), the first two and last sentences of
Section 5.3 (Authorization; Noncontravention), Section 5.21 (Brokerage and
Transaction Bonuses), Section 6.7 (Brokerage) and Section 6.3 (Authorization)
shall not terminate; and

                  (d) all other representations and warranties in this Agreement
and the Schedules and Exhibits attached hereto or in any certificate delivered
by any party to another party at Closing in connection with this Agreement shall
terminate on the first anniversary of the Closing;

                  (e) PROVIDED THAT any representation or warranty in respect of
which indemnity may be sought under Section 8.2 below, and the indemnity with
respect thereto, shall survive the time at which it would otherwise terminate
pursuant to this Section 8.1 if written notice of the inaccuracy or breach or
potential inaccuracy or breach thereof giving rise to such right or potential
right of indemnity shall have been given to the party against whom such
indemnity may be sought prior to such time (regardless of when the Losses in
respect thereof may actually be incurred). The representations and warranties in
this Agreement and the Schedules and Exhibits attached hereto or in any
certificate delivered by any party to another party at Closing in connection
with this Agreement shall survive for the periods set forth in this Section 8.1
and shall in no event be affected by any investigation, inquiry or examination
made for or on behalf of any party, or the knowledge of any party's officers,
directors, stockholders, employees or agents or the acceptance by any party of
any certificate or opinion hereunder.

                  8.2   INDEMNIFICATION.

                  (a) INDEMNIFICATION BY SELLERS. Each Seller shall jointly and
severally indemnify Buyer and its Affiliates, stockholders, officers, directors,
employees, agents, partners, representatives, successors and assigns
(collectively, the "BUYER PARTIES") and save and hold each of them harmless
against and pay on behalf of or reimburse such Buyer Parties as and when
incurred for any loss, liability, demand, claim, action, cause of action, cost,
damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of
third-party claims (including interest, penalties,


                                       -35-



reasonable attorneys' fees and expenses and all amounts paid in
investigation, defense or settlement of any of the foregoing) (collectively,
"LOSSES"), which any such Buyer Party may suffer, sustain or become subject
to, as a result of, in connection with, relating or incidental to or by
virtue of: (i) any breach by the Companies or any Seller of any
representation or warranty made by the Companies or any Seller in this
Agreement or any of the Schedules or Exhibits attached hereto, or in any of
the certificates furnished by the Companies or the Sellers at Closing
pursuant to this Agreement; (ii) any nonfulfillment or breach of any
covenant, agreement or other provision by the Companies or any Seller under
this Agreement or any of the Schedules and Exhibits attached hereto; (iii)
any action, demand, proceeding, investigation or claim by any Person against
or affecting the Companies or any Buyer Party which relates to a breach of
any of the representations, warranties, covenants or agreements of the
Companies or any Seller under this Agreement; (iv) any Taxes of the Companies
with respect to any Tax year or portion thereof ending on or before the
Closing Date as determined in accordance with Section 8.11; (v) any
obligation of the Companies at any time to pay any sale, stay or other change
in control payment or bonus to any Person as a result of the consummation of
the transactions contemplated by this Agreement, including without
limitation, any obligation to pay any sale, stay or other change in control
payment or bonus to any employees of the Companies pursuant to the Sale of
the Company Agreement (other than the Closing Bonuses); (vi) any services or
work performed prior to the Closing in violation of any collective bargaining
agreement or collective bargaining relationship to which the Companies or
their Affiliates are a party or are otherwise bound, and for which a claim is
filed or otherwise brought within two and one-half years after the Closing
Date; (vii) any of the matters set forth on the INDEMNIFICATION SCHEDULE
attached hereto; or (viii) 49% of any accounts receivable set forth on the
Closing Balance Sheet that remains uncollected on the first anniversary of
the Closing Date (it being understood that after the Buyer Parties receive
indemnification payments with respect to such receivables, Buyer shall assign
or cause to be assigned such receivables to the Sellers and the Sellers
covenant to return to the Companies 51% of any collections on such
receivables); PROVIDED THAT Sellers shall not have any liability under clause
(i) or clause (iii) above (except with respect to breaches of covenants and
agreements) and (other than with respect to the representations and
warranties contained in Section 5.2 (Capital Stock and Related Matters; Title
to Shares), the first two and last sentences of Section 5.3 (Authorization;
Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and
Transaction Bonuses) unless the aggregate of all Losses relating thereto for
which Sellers would, but for this proviso, be liable exceeds on a cumulative
basis an amount equal to $250,000 (the "DEDUCTIBLE") (and then Sellers shall
only be liable for all such Losses in excess of the Deductible); and PROVIDED
FURTHER that Sellers' aggregate liability under clause (i) and clause (iii)
above (except with respect to breaches of covenants and agreements and other
than with respect to the representations and warranties contained in Section
5.2 (Capital Stock and Related Matters; Title to Shares), the first two and
last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20
(Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses) shall in
no event exceed $12,250,000 (the "CAP")(with it being understood, however,
that nothing in this Agreement (including this Section 8.2(a)) shall limit or
restrict any of the Buyer Parties' rights to maintain or recover any amounts
in connection with any action or claim based upon fraudulent
misrepresentation or deceit). The Cap with respect to breaches by the
Companies or any Seller of any representation or warranty in SECTION 5.16
(Environmental and Safety Matters) (other than with respect to those


                                     -36-



matters set forth on the Indemnification Schedule) shall decrease to
$8,166,667 on the first anniversary of the Closing Date and decrease to
$4,083,333 on the second anniversary of the Closing Date.

                  (b) INDEMNIFICATION BY BUYER. Buyer agrees to and shall
indemnify Sellers and their agents, representatives, successors and assigns
(collectively, the "SELLER PARTIES") and save and hold each of them harmless and
pay on behalf of or reimburse such Seller Parties against any Losses which any
such Seller Party may suffer, sustain or become subject to, as the result of, in
connection with, relating or incidental to or by virtue of (i) any breach by
Buyer of any representation or warranty made by Buyer in this Agreement or any
of the Schedules or Exhibits attached hereto or any certificate delivered by
Buyer at Closing; (ii) any nonfulfillment or breach of any covenant, agreement
or other provision by Buyer under this Agreement or any of the Schedules and
Exhibits attached hereto; or (iii) any action, demand, proceeding, investigation
or claim by any Person against or affecting any Seller Party which relates to a
breach of any of the representations, warranties, covenants or agreements of
Buyer under this Agreement.

                  (c) MANNER OF PAYMENT. Except as otherwise provided herein,
any indemnification of the Buyer Parties or Seller Parties pursuant to this
Section 8.2 shall be effected by wire transfer of immediately available funds
from Sellers or Buyer, as the case may be, to an account(s) designated by the
applicable Buyer Party or Seller Party, as the case may be, within ten days
after the determination thereof. Any such indemnification payments shall include
interest at the Applicable Rate calculated on the basis of the actual number of
days elapsed over 360, from the date any such Loss is suffered or sustained to
the date of payment. Any amounts owing from Sellers pursuant to this Section 8.2
shall first be made to the extent possible from the Escrow Funds (as defined in
the Escrow Agreement) in the Escrow Account (as defined in the Escrow Agreement)
and thereafter shall be made directly by Sellers in accordance with the terms of
this Section 8.2(c); PROVIDED THAT amounts (if any) owing from Sellers to any
Buyer Party pursuant to Section 2.3 hereof shall be made from the Escrow Funds
only with the prior written consent of Buyer. The Buyer Parties shall be
entitled to (but shall not be required to) set-off any amounts due or payable to
any of the Buyer Parties by Sellers pursuant to this Section 8.2 against any
amounts otherwise due and payable by any of the Buyer Parties or any of their
Affiliates to Sellers; PROVIDED THAT the Buyer Parties may only set-off amounts
after such amounts are finally determined to be due under Section 8.8 in the
case of a Dispute or if such amounts are not disputed by the Sellers. All
indemnification payments under this Section 8.2 shall be deemed adjustments to
the Purchase Price set forth in Section 2.3(a) hereof.

                  (d) DEFENSE OF THIRD-PARTY CLAIMS. Any Person making a claim
for indemnification under this Section 8.2 (an "INDEMNITEE") shall notify the
indemnifying party (an "INDEMNITOR") of any third party claim in writing
promptly after receiving written notice of any action, lawsuit, proceeding,
investigation or other claim against it (if by a third party), describing the
claim, the amount thereof (if known and quantifiable) and the basis thereof;
PROVIDED THAT the failure to so notify an Indemnitor shall not relieve the
Indemnitor of its obligations hereunder except to the extent that (and only to
the extent that) such failure shall have caused the damages for which the


                                     -37-



Indemnitor is obligated to be greater than such damages would have been had the
Indemnitee given the Indemnitor prompt notice hereunder. Any Indemnitor shall be
entitled to participate in the defense of such action, lawsuit, proceeding,
investigation or other claim giving rise to an Indemnitee's claim for
indemnification at such Indemnitor's expense, and at its option (subject to the
limitations set forth below) shall be entitled to assume the defense thereof by
appointing a recognized and reputable counsel reasonably acceptable to the
Indemnitee to be the lead counsel in connection with such defense; PROVIDED THAT
prior to the Indemnitor assuming control of such defense it shall first (i)
verify to the Indemnitee in writing that such Indemnitor shall be fully
responsible (with no reservation of any rights other than the Deductible set
forth in SECTION 8.2(a)) for all liabilities and obligations relating to such
claim for indemnification (without regard to any dollar limitations otherwise
set forth herein other than the Deductible set forth in SECTION 8.2(a)) and that
it shall provide full indemnification (whether or not otherwise required
hereunder but subject to the Deductible set forth in SECTION 8.2(a)) to the
Indemnitee with respect to such action, lawsuit, proceeding, investigation or
other claim giving rise to such claim for indemnification hereunder, and (ii)
enter into an agreement with the Indemnitee in form and substance satisfactory
to the Indemnitee, which agreement unconditionally guarantees the payment and
performance of any liability or obligation which may arise with respect to such
action, lawsuit, proceeding, investigation or facts giving rise to such claim
for indemnification hereunder; and PROVIDED FURTHER, that:

                           (i) the Indemnitee shall be entitled to participate
in the defense of such claim and to employ counsel of its choice for such
purpose; PROVIDED THAT the reasonable fees and expenses of such separate counsel
shall be borne by the Indemnitee (other than any fees and expenses of such
separate counsel that are incurred prior to the date the Indemnitor effectively
assumes control of such defense which, notwithstanding the foregoing, shall be
borne by the Indemnitor, and except that the Indemnitor shall pay all of the
fees and expenses of such separate counsel if the Indemnitee has been advised by
counsel that a reasonable likelihood exists of a conflict of interest between
the Indemnitor and the Indemnitee);

                           (ii) the Indemnitor shall not be entitled to assume
control of such defense (unless otherwise agreed to in writing by the
Indemnitee) and shall pay the fees and expenses of counsel retained by the
Indemnitee if (1) the claim for indemnification relates to or arises in
connection with any criminal or quasi-criminal proceeding, action, indictment,
allegation or investigation; (2) the Indemnitee reasonably believes an adverse
determination with respect to the action, lawsuit, investigation, proceeding or
other claim giving rise to such claim for indemnification would be detrimental
to or injure the Indemnitee's reputation or future business prospects; (3) the
claim seeks an injunction or equitable relief against the Indemnitee; (4) the
Indemnitee has been advised by counsel that a reasonable likelihood exists of a
conflict of interest between the Indemnitor and the Indemnitee; or (5) upon
petition by the Indemnitee, the appropriate court rules that the Indemnitor
failed or is failing to vigorously prosecute or defend such claim; and

                           (iii) if the Indemnitor shall control the defense of
any such claim, the Indemnitor shall obtain the prior written consent of the
Indemnitee before entering into any settlement of a claim or ceasing to defend
such claim if, pursuant to or as a result of such settlement


                                     -38-



or cessation, injunctive or other equitable relief will be imposed against
the Indemnitee or if such settlement does not expressly and unconditionally
release the Indemnitee from all liabilities and obligations with respect to
such claim, without prejudice, which consent will not be unreasonably
withheld.

                  (e) NOTICE OF NON-THIRD PARTY CLAIMS. In the event any
Indemnitee has a claim for which it wishes to seek indemnification against any
Indemnitor that does not involve a third party claim, the Indemnitee will
deliver a notice of such claim to the Indemnitor, setting forth in reasonable
detail the identity, nature and estimated amount of Losses (if reasonably
determinable) related to such claim or claims, with reasonable promptness and in
all events prior to the expiration of the Indemnitor's indemnification
obligations hereunder. If the Indemnitor notifies the Indemnitee that it does
not dispute the claim described in such notice or fails to notify the Indemnitee
within thirty days after delivery of such notice by the Indemnitee whether the
Indemnitor disputes the claim described in such notice, the Loss in the amount
specified in the Indemnitee's notice will be conclusively deemed a liability of
the Indemnitor and the Indemnitor shall pay the amount of such Loss to the
Indemnitee on demand, subject to the terms of Section 8.2(c). If the Indemnitor
has timely disputed its liability with respect to such claim, the Indemnitor and
the Indemnitee will proceed in good faith to negotiate a resolution of such
dispute for a period of at least thirty days. If such dispute has not been
resolved by such time, it shall be resolved fully and finally in accordance with
the procedures set forth in Section 8.8. For the purposes of Section 8.2(c), no
Loss shall be deemed owing until such Loss has been conclusively determined or
deemed a liability of the Indemnitor pursuant to the terms of this Section
8.2(e).

                  (f) CERTAIN WAIVERS; ETC. Each Seller hereby agrees that he
shall not make any claim for indemnification against Buyer, the Companies or any
of their respective Affiliates by reason of the fact that such Seller is or was
a shareholder, director, officer, employee or agent of the Companies or any of
its Affiliates or is or was serving at the request of the Companies or any of
its Affiliates as a partner, trustee, director, officer, employee or agent of
another entity (whether such claim is for judgments, damages, penalties, fines,
costs, amounts paid in settlement, losses, expenses or otherwise and whether
such claim is pursuant to any statute, charter document, bylaw, agreement or
otherwise) with respect to any action, suit, proceeding, complaint, claim or
demand brought by any of the Buyer Parties against such Seller pursuant to this
Agreement or applicable law, and each Seller hereby acknowledges and agrees that
he shall not have any claim or right to contribution or indemnity from the
Companies or any of its Affiliates with respect to any amounts paid or to be
paid by him pursuant to this Agreement or otherwise. Effective upon the Closing,
each Seller hereby irrevocably waives, releases and discharges the Companies and
its Affiliates from any and all liabilities and obligations to it or him of any
kind or nature whatsoever, whether in his capacity as a shareholder, officer or
director of the Companies or any of its Affiliates or otherwise (including in
respect of any rights of contribution or indemnification but excluding
compensation otherwise payable as an employee of the Companies), in each case
whether absolute or contingent, liquidated or unliquidated, known or unknown,
and whether arising under any agreement or understanding (other than this
Agreement and any of the other agreements executed and delivered in connection
herewith) or otherwise at law or equity, and each Seller agrees that he shall
not seek to recover any


                                     -39-



amounts in connection therewith or thereunder from the Companies or any of
its Affiliates. In no event shall the Companies or any of its Affiliates have
any liability whatsoever to any Seller for any breaches of the
representations, warranties, agreements or covenants of the Companies
hereunder.

                  (g) LIMITATIONS ON INDEMNIFICATION. Notwithstanding any
provision herein to the contrary, (i) any Loss for which an Indemnitor claims
indemnification under this Section 8.2 shall take into account (A) the proceeds
of any insurance actually received by the Companies with respect to such Loss
less any increase in premiums to such Person as a result of such claim for
insurance proceeds (with it being understood, however, that none of the Buyer
Parties or Seller Parties shall be obligated to make any such claim for
insurance proceeds) (the "INSURANCE RECOVERY AMOUNT"), (B) the amount of any
reduction in Tax that (1) is actually realized by a reduction of Taxes actually
paid or by a refund actually received by the Indemnitee, and (2) is attributable
to any deduction, loss, credit or other Tax benefit arising from or arising out
of such Loss (the "TAX REDUCTION AMOUNT"), and (C) any specific reserves against
such Losses, but only to the extent of such specific reserves set forth on the
Closing Balance Sheet; (ii) the Indemnitors shall have no liability for
indemnification under this Section 8.2 with respect to any claim for
indemnification arising from a change in law or regulation after the Closing
Date having a retroactive effect; and (iii) the Indemnitor's obligation to
indemnify the Indemnitee in connection with a breach of any representations or
warranties and the amount to be indemnified shall be determined without regard
to any materiality qualification set forth in such representation or warranty.
Any indemnification payment under this Section 8.2 shall initially be made
without regard to clause (i) of this Section 8.2(g) (other than with respect to
clause (i) (C) and (ii) in the preceding sentence which will be taken into
account at the time the indemnification payment is made) and the Indemnitee
shall remit to the Indemnitor the Tax Reduction Amount or the Insurance Recovery
Amount, as the case may be, when the Indemnitee actually realizes the Tax
Reduction Amount or actually receives the Insurance Recovery Amount, as the case
may be.

                  8.3 MUTUAL ASSISTANCE. Buyer, the Companies and each Seller
agrees that they will mutually cooperate in the expeditious filing of all
notices, reports and other filings with any governmental authority required to
be submitted jointly by the Sellers, the Companies and Buyer (or any combination
thereof) in connection with the execution and delivery of this Agreement and/or
the other agreements contemplated hereby and the consummation of the
transactions contemplated hereby or thereby.

                  8.4   NON-COMPETITION; NON-SOLICITATION.

                  (a) Each Seller hereby acknowledges that he is familiar with
the Companies' trade secrets and with other Confidential Information. Each
Seller acknowledges and agrees that the Companies would be irreparably damaged
if he were to violate the provisions of this SECTION 8.4 and that any such
violation by such Seller would result in a significant loss of goodwill by the
Companies. Each Seller further acknowledges and agrees that the covenants and
agreements set forth in this Section 8.4 were a material inducement to Buyer to
enter into this Agreement and to perform its obligations hereunder, and that
Buyer and its stockholders would not obtain the benefit of the


                                     -41-



bargain set forth in this Agreement as specifically negotiated by the parties
hereto if such Seller breached the provisions of this Section 8.4. Therefore,
each Seller agrees, in further consideration of the amounts to be paid
hereunder for the Shares and the goodwill of the Companies sold by Sellers,
that until the fifth anniversary of the Closing, such Seller shall not (and
shall cause his Affiliates not to), directly or indirectly, own any interest
in, manage, control, participate in (whether as an officer, director,
employee, partner, agent, representative or otherwise), consult with, render
services for, or in any other manner engage anywhere in the Restricted
Territories in any business engaged directly or indirectly in the design,
engineering, installation, maintenance and construction of utility networks
and the utility line location business; PROVIDED THAT nothing herein shall
prohibit a Seller or a Seller's Affiliate from being a owner of not more than
2% of the outstanding stock of any class of securities of a corporation which
is publicly traded so long as none of such Persons has any active
participation in the business of such corporation. For purposes of this
Agreement, "RESTRICTED TERRITORIES" shall mean the United States of America.
Each Seller acknowledges that the Companies' businesses have been conducted,
or are presently proposed to be conducted, throughout the Restricted
Territories and that the geographic restrictions set forth above are
reasonable and necessary to protect the goodwill of the Companies' businesses
being sold by Sellers pursuant to this Agreement.

                  (b) Until the fifth anniversary of the Closing, no Seller may
(and each Seller shall cause his Affiliates not to) directly, or indirectly
through another Person, (i) induce or attempt to induce any employee of the
Companies or any of its Affiliates to leave the employ of the Companies or any
of its Affiliates, or in any way interfere with the relationship between the
Companies or any of its Affiliates and any employee thereof, (ii) hire any
person who was an employee of the Companies or any of the Company's Affiliates
at any time during the six-month period immediately prior to the date on which
such hiring would take place, or (iii) call on, solicit or service any customer,
supplier, licensee, licensor or other business relation of the Companies or
their Affiliates (including any Person that was a customer, supplier or other
business relation of the Companies or their Affiliates at any time during the
12-month period immediately prior to such call, solicitation or service), induce
or attempt to induce any customer, supplier, licensee, licensor or other
business relation of the Companies or their Affiliates to cease doing business
with the Companies or their Affiliates, or in any way interfere with the
relationship between any such customer, supplier, licensee, licensor or business
relation and the Companies or their Affiliates (including making any disparaging
statements or communications about the Companies or their Affiliates to any such
customer, supplier, licensee, licensor or other business relation).

                  (c) If, at the time of enforcement of the covenants contained
in this Section 8.4 (the "RESTRICTIVE COVENANTS"), a court shall hold that the
duration, scope or area restrictions stated herein are unreasonable under
circumstances then existing, the parties agree that the maximum duration, scope
or area reasonable under such circumstances shall be substituted for the stated
duration, scope or area and that the court shall be allowed and directed to
revise the restrictions contained herein to cover the maximum period, scope and
area permitted by law. Each Seller has consulted with legal counsel regarding
the Restrictive Covenants and based on such consultation has determined and
hereby acknowledges that the Restrictive Covenants are reasonable in terms of


                                    -41-



duration, scope and area restrictions and are necessary to protect the goodwill
of the Companies' business and the substantial investment in the Companies made
by Buyer hereunder. Each Seller further acknowledges and agrees that the
Restrictive Covenants are being entered into by him in connection with the sale
by such Seller of the Shares and the goodwill of the Companies' business
pursuant to this Agreement and not directly or indirectly in connection with
such Seller's employment or other relationship with the Company.

                  (d) If any Seller or an Affiliate of any Seller breaches, or
threatens to commit a breach of, any of the Restrictive Covenants, the Companies
shall have the following rights and remedies, each of which rights and remedies
shall be independent of the others and severally enforceable, and each of which
is in addition to, and not in lieu of, any other rights and remedies available
to the Companies or its Affiliates at law or in equity:

                           (i) the right and remedy to have the Restrictive
Covenants specifically enforced by any court of competent jurisdiction, it being
agreed that any breach or threatened breach of the Restrictive Covenants would
cause irreparable injury to the Companies and that money damages would not
provide an adequate remedy to the Company; and

                           (ii) the right and remedy to require Sellers to
account for and pay over to the Companies any profits, monies, accruals,
increments or other benefits derived or received by such Person as the result of
any transactions constituting a breach of the Restrictive Covenants.

         In the event of any breach or violation by any Seller of any of the
Restrictive Covenants, the time period of such covenant shall be tolled until
such breach or violation is resolved.

                  8.5 PRESS RELEASE AND ANNOUNCEMENTS. The parties hereto may
issue any such releases of information without the consent of any other party
hereto, unless such release is a press release to a national or Minnesota news
service and such release discloses the Purchase Price, in which case the consent
of each party will be required prior to release; PROVIDED THAT Buyer and
Linc.net may disclose the Purchase Price in the Confidential Offering Memorandum
with respect to investments in Linc.net.

                  8.6 EXPENSES. Except as otherwise provided herein, Sellers
and Buyer shall pay all of their own respective fees, costs and expenses
(including fees, costs and expenses of legal counsel, investment bankers,
brokers or other representatives and consultants and appraisal fees, costs and
expenses) incurred in connection with the negotiation of this Agreement, the
performance of its obligations hereunder and the consummation of the
transactions contemplated hereby. It being acknowledged that the Companies (and
not the Sellers) shall pay the fees, costs and expenses of John D. Reuter, Ltd.,
Walter M. Baker, P.A. and Bertram, Vallez, Kaplan & Talbot, Ltd.

                  8.7 SPECIFIC PERFORMANCE. The Companies, the Sellers and
Buyer acknowledge and agree that the other parties would be damaged irreparably
in the event any of the provisions of this Agreement are not performed in
accordance with its specific terms or is otherwise breached.


                                      -42-



Accordingly, the Companies, the Sellers and Buyer agrees that the other
parties shall be entitled to an injunction or injunctions to prevent breaches
of the provisions of this Agreement and to enforce specifically this
Agreement and the terms and provisions hereof in any action instituted in any
court in the United States or in any state having jurisdiction over the
parties and the matter in addition to any other remedy to which they may be
entitled pursuant hereto.

                  8.8   ARBITRATION PROCEDURE.

                  (a) Each of Buyer and Sellers agrees that the arbitration
procedure set forth below shall be the sole and exclusive method for resolving
and remedying claims for money damages arising out of the provisions this
Article VIII (the "DISPUTES") following the Closing; PROVIDED THAT nothing in
this Section 8.8 shall prohibit a party hereto from instituting litigation to
enforce any Final Determination (as defined below). The parties hereby
acknowledge and agree that, except as otherwise provided in this Section 8.8 or
in the Rules for Non-Administered Arbitration of Business Disputes (the "RULES")
promulgated by the Center for Public Resources Institute for Dispute Resolutions
(the "INSTITUTE") as in effect from time to time, the arbitration procedures and
any Final Determination hereunder shall be governed by, and shall be enforced
pursuant to, the United States Arbitration Act, 9 U.S.C. Section 1 ET. SEQ.

                  (b) In the event that any party asserts that there exists a
Dispute, such party shall deliver a written notice to each other party involved
therein specifying the nature of the asserted Dispute and requesting a meeting
to attempt to resolve the same. If no such resolution is reached within ten
business days after the delivery of such notice, the party delivering such
notice of Dispute (the "DISPUTING PERSON") may thereafter commence arbitration
hereunder by delivering to each other party involved therein a notice of
arbitration (a "NOTICE OF ARBITRATION"). Such Notice of Arbitration shall
specify the nature of any Dispute and any other matters required by the Rules as
in effect from time to time to be included therein. The arbitrator shall permit
and facilitate such discovery as the party initiating such claim shall
reasonably request. Buyer and Sellers shall mutually agree upon one arbitrator
to resolve any Dispute pursuant to the procedures set forth in this Section 8.8
and the Rules.

                  (c) The arbitrator selected pursuant to Section 8.8(b) will
determine the allocation of the costs and expenses of arbitration based upon
the percentage which the portion of the contested amount not awarded to each
party bears to the amount actually contested by such party. For example, if
Buyer submits a claim for $1,000 and if Sellers contest only $500 of the
amount claimed by Buyer, and if the arbitrator ultimately resolves the
dispute by awarding Buyer $300 of the $500 contested, then the costs and
expenses of arbitration will be allocated 60% (i.e., 300 DIVIDED BY 500) to
Sellers and 40% (i.e., 200 DIVIDED BY 500) to Buyer.

                  (d) The arbitration shall be conducted in Minneapolis,
Minnesota under the Rules as in effect from time to time. The arbitrator shall
conduct the arbitration so that a final result, determination, finding, judgment
and/or award (the "FINAL DETERMINATION") is made or rendered as soon as
practicable, but in no event later than 90 business days after the delivery of
the Notice of


                                     -43-




Arbitration nor later than 10 days following completion of the arbitration.
The Final Determination shall be final and binding on all parties and there
shall be no appeal from or reexamination of the Final Determination, except
for fraud, perjury, evident partiality or misconduct by an arbitrator
prejudicing the rights of any party and to correct manifest clerical errors.

                  (e) Buyer or Sellers may enforce any Final Determination in
any state or federal court of competent jurisdiction. For the purpose of any
action or proceeding instituted with respect to any Final Determination, each
party hereto hereby irrevocably submits to the jurisdiction of such courts,
irrevocably consents to the service of process by registered mail or personal
service and hereby irrevocably waives, to the fullest extent permitted by law,
any objection which it may have or hereafter have as to personal jurisdiction,
the laying of the venue of any such action or proceeding brought in any such
court and any claim that any such action or proceeding brought in any court has
been brought in an inconvenient forum.

                  8.9 FURTHER ASSURANCES. In the event that at any time after
the Closing any further action is necessary or desirable to carry out the
purposes of this Agreement, each of the parties hereto will take such further
action (including the execution and delivery of such further instruments and
documents) as any other party hereto reasonably may request. Sellers acknowledge
and agree that, from and after the Closing, Buyer will be entitled to possession
of all documents, books, records (including Tax records), agreements and
financial data of any sort relating to the Companies. For a reasonable period of
time after the Closing Date (which for any tax-related matters shall mean at
least seven years after the Closing Date), Buyer shall allow the Sellers and
their agents reasonable access to the relevant portions of the Companies' books
and records and the Companies' personnel for legitimate business reasons, such
as the preparation of tax returns or the defense of litigation. Copies of such
books and records may be made in accordance with this section, at the cost of
the Sellers.

                  8.10 CONFIDENTIALITY. Each Seller agrees not to disclose or
use at any time (and each Seller shall cause each of his Affiliates not to use
or disclose at any time) any Confidential Information, except to the extent that
such disclosure or use is directly related to and required by the performance of
such Seller's duties to the Companies as an officer or employee. Each Seller
further agrees to take all appropriate steps (and to cause each of his
Affiliates to take all appropriate steps) to safeguard such Confidential
Information and to protect it against disclosure, misuse, espionage, loss and
theft. In the event any Seller or any Affiliate of a Seller is required by law
to disclose any Confidential Information, Sellers shall promptly notify Buyer in
writing, which notification shall include the nature of the legal requirement
and the extent of the required disclosure, and Sellers shall cooperate with
Buyer and the Companies to preserve the confidentiality of such information
consistent with applicable law. The foregoing agreement of confidentiality shall
not apply to (i) any Confidential Information that comes into the public domain
without any violation by the Sellers of this Section 8.10, or (ii) any
Confidential Information that becomes known to the Sellers from or through a
third party who has the legal right to disclose such information without
breaching any express or implied duty of confidentiality.


                                     -44-



                  8.11  TAX MATTERS.

                  (a) TAX PERIODS ENDING ON OR BEFORE THE CLOSING DATE. Sellers
shall prepare or cause to be prepared and file or cause to be filed all Tax
Returns for the Companies for all periods ending on or prior to the Closing Date
or for which the date of measurement for such Tax occurs prior to the Closing
Date which are filed after the Closing Date. All such Tax Returns shall be
prepared in accordance with past practice insofar as they relate to the
Companies. Sellers shall permit Buyer to review and comment on each such Tax
Return prior to filing. Sellers shall reimburse Buyer for Taxes of Sellers and
the Companies with respect to such periods within fifteen (15) days prior to any
payment by Buyer or the Companies of such Taxes to the extent such Taxes are not
treated as a Closing Tax Liability.

                  (b) TAX PERIODS BEGINNING BEFORE AND ENDING AFTER THE CLOSING
DATE. Buyer shall prepare or cause to be prepared and file or cause to be filed
any Tax Returns of the Companies for Tax periods which begin before the Closing
Date and end after the Closing Date ("STRADDLE TAX RETURNS"). Buyer shall permit
Sellers to review and comment on each such Tax Return prior to filing. Any
portion of any Tax which must be paid in connection with the filing of a
Straddle Tax Return, to the extent attributable to any period or portion of a
period ending on or before the Closing Date, shall be referred to herein as
"PRE-CLOSING TAXES." Sellers shall pay to Buyer an amount equal to the
Pre-Closing Taxes due with any Straddle Tax Returns (to the extent such Taxes
are not treated as a Closing Tax Liability) at least ten (10) days before Buyer
is required to cause to be paid the related Tax liability. Where the Pre-Closing
Taxes involve a period which begins before and ends after the Closing Date, such
Pre-Closing Taxes shall be calculated as though the taxable year of the
Companies terminated as of the close of business on the Closing Date; PROVIDED,
HOWEVER, that in the case of a tax not based on income, receipts, proceeds,
profits or similar items, Pre-Closing Taxes shall be equal to the amount of tax
for the taxable period multiplied by a fraction, the numerator of which shall be
the number of days from the beginning of the taxable period through the Closing
Date and the denominator of which shall be the number of days in the taxable
period. All determinations necessary to give effect to the foregoing allocations
shall be made in a manner consistent with prior practice of the Company.
Notwithstanding the foregoing, Sellers shall be liable for, and shall indemnify
and hold Buyer harmless against, all Taxes attributable to or arising out of the
failure of the Companies to be qualified as an "S corporation" at any time prior
to the Closing Date.

                  (c) COOPERATION ON TAX MATTERS.

                           (i) Sellers, the Companies and Buyer shall cooperate
fully, as and to the extent reasonably requested by the other party, in
connection with the preparation and filing of Tax Returns pursuant to this
Section 8.11 and any audit, litigation or other proceeding with respect to
Taxes. Such cooperation shall include signing any Tax Return, amended Tax
Returns, claims or other documents necessary to settle any Tax controversy, the
retention and (upon the other party's request) the provision of records and
information which are reasonably relevant to any such audit, litigation or other
proceeding and making employees available on a mutually convenient basis to
provide additional information and explanation of any material provided
hereunder. Sellers agree


                                      -45-



to retain all books and records with respect to Tax matters pertinent to the
Companies relating to any taxable period beginning before the Closing Date
until the expiration of the statute of limitations (and, to the extent
notified by Buyer, any extensions thereof) of the respective taxable periods,
and to abide by all record retention agreements entered into with any taxing
authority and to give Buyer reasonable written notice prior to transferring,
destroying or discarding any such books and records and, if the other party
so requests, Buyer shall allow Sellers to take possession of such books and
records.

                           (ii) Buyer shall have the right to participate in any
Tax proceeding related to a pre-Closing Tax year of the Companies which may have
the effect of increasing Buyer's or the Companies' Tax liability for any Tax
period ending after the Closing prior to the expiration of the statute of
limitations (and, to the extent notified by Buyer, any extensions thereof), and
Sellers shall not settle or compromise any such proceeding without Buyer's prior
written consent, which consent will not be unreasonably withheld; PROVIDED
HOWEVER, Buyer hereby agrees to consent to any settlement or compromise if
Sellers fully indemnify Buyer for any increase in Buyer's or the Companies' Tax
liability.

                           (iii) Buyer and Sellers further agree, upon request
from the other party, to use their Commercially Reasonable Efforts to obtain any
certificate or other document from any governmental authority or any other
Person as may be necessary to mitigate, reduce or eliminate any Tax that could
be imposed (including, but not limited to, with respect to the transactions
contemplated hereby).

                           (iv) Without the prior written consent (which shall
not be unreasonably withheld) of Buyer, neither any of Sellers nor the Companies
shall make or change any election, change an annual accounting period, file any
amended Tax Return, enter into any closing agreement, settle any Tax claim or
assessment relating to the Companies, surrender any right to claim a refund of
Taxes, or take any other similar action, or omit to take any action relating to
the filing of any Tax Return or the payment of any Tax, if such action or
omission would have the effect of increasing the present or future Tax liability
or decreasing any present or future Tax asset of the Companies, Buyer or any
Affiliate of Buyer. Similarly, after the Closing, without the prior written
consent (which shall not be unreasonably withheld) of Sellers, Buyer shall not
make or change any election, change an annual accounting period, file an amended
Tax Return, enter into any closing agreement, settle any Tax claim or assessment
relating to the Companies, surrender any right to claim a refund of Taxes, or
take any other similar action, or omit to take any action relating to the filing
of any Tax Return or the payment of any Tax of the Companies, if such action or
omission would have the effect of increasing the present or future Tax liability
or decreasing any present or future Tax asset of the Sellers. Sellers shall
notify Buyer of any consent to any extension or waiver of the limitation period
applicable to any Tax claim or assessment relating to the Companies within
fifteen (15) days of making such consent or waiver.


                                      -46-




                  (d) SECTION 338(h)(10) ELECTION.

                           (i) Each Seller agrees to make an election under
Code Section 338(h)(10) with respect to the sale and purchase of the Shares
and to make any analogous elections under applicable state, local or foreign
law provisions (including such state, local or foreign elections)
(collectively, the "SECTION 338(h)(10) Elections"). Buyer and Sellers will
jointly prepare and timely file any forms necessary to effect the Section
338(h)(10) Elections. Buyer and Sellers shall sign on a timely basis all
federal and state forms necessary to effect a Section 338(h)(10) Election
requiring their signatures. Promptly after the Closing Date, Buyer and
Sellers shall provide to each other any information reasonably requested by
such party in connection with its filing of a Section 338(h)(10) Election.

                           (ii) Buyer and Sellers agree that the computation of
the Modified Aggregate Deemed Sale Price ("MADSP") and the Aggregate Deemed Sale
Price ("ADSP") (both as defined under Treasury Regulations) and the allocation
of the MADSP and ADSP among the assets as of the Closing Date shall be as
determined in accordance with the guidelines set forth on EXHIBIT I attached
hereto.

                  (e) CERTAIN TAXES. All transfer, documentary, sales, use,
stamp, registration and other such Taxes and fees (including any penalties and
interest) incurred in connection with this Agreement (including any corporate
level gains tax triggered by the sale of any Company's stock), shall be paid by
Sellers when due, and Sellers will, at their own expense, file all necessary Tax
Returns and other documentation with respect to all such transfer, documentary,
sales, use, stamp, registration and other Taxes and fees, and, if required by
applicable law, Buyer will, and will cause the Companies to, join in the
execution of any such Tax Returns and documentation.

                  8.12 GENERAL AGREEMENT OF INDEMNITY. None of Buyer,
Linc.net, the Companies or any of their respective Affiliates shall cause any
bonds to be issued pursuant to that certain General Agreement of Indemnity,
dated as of July 28, 1994, by and among Muller Pribyl, the Sellers, Karen
Pribyl, Carol Muller, Mississippi Valley Utilities, Inc., William Tele, Inc. and
Continental Casualty Company, the National Fire Insurance Company of Hartford or
the American Casualty Company of Reading, Pennsylvania, as the case may be.

                    8.13 USE OF NAMES. Each Seller agrees that from and after
the Closing he will not use the name "Muller & Pribyl", "M&P", "Muller & Pribyl
Utilities" or "M&P Utilities" or any name deceptively similar to such names in
any business enterprise or in any commercial relationship.


                                   ARTICLE IX

                                  MISCELLANEOUS


                                      -47-



                  9.1 AMENDMENT AND WAIVER. This Agreement may be amended, and
any provision of this Agreement may be waived; PROVIDED THAT any such amendment
or waiver will be binding upon the Companies, prior to the Closing, and Sellers
only if such amendment or waiver is set forth in a writing executed by Sellers,
and any such amendment or waiver will be binding upon the Companies, after the
Closing, and Buyer only if such amendment or waiver is set forth in a writing
executed by Buyer or the Companies, as the case may be. No course of dealing
between or among any Persons having any interest in this Agreement shall be
deemed effective to modify, amend or discharge any part of this Agreement or any
rights or obligations of any Person under or by reason of this Agreement. 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.

                  9.2 NOTICES. All notices, demands and other communications to
be given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given (i) when personally
delivered, (ii) when receipt is acknowledged if sent by telecopy (with hard copy
to follow), (iii) one day after being sent by reputable overnight express
courier (charges prepaid), or (iv) five days following mailing by certified or
registered mail, postage prepaid and return receipt requested. Unless another
address is specified in writing, notices, demands and communications to Sellers,
the Companies and Buyer shall be sent to the addresses indicated below:

NOTICES TO THE SELLERS:

Muller & Pribyl Utilities
2402 Highway 55
Hamel, MN 55340
Attn: Lawrence L. Pribyl
Telecopy: (612) 478-6223

Robert J. Muller
La Rive #2001
110 Bank Street Northeast
Minneapolis, MN 55414

WITH A COPY TO (WHICH SHALL NOT CONSTITUTE
NOTICE TO THE COMPANIES OR SELLERS):

Dorsey & Whitney LLP
Pillsbury Center South
220 South Sixth Street
Minneapolis, MN 55402
Attn: Michael J. McDonnell
Telecopy: (612) 340-8827


                                      -48-



Walter M. Baker, P.A.
325 Southdale Place
3400 West 66th Street
Edina, MN 55435
Telecopy: (612) 920-9402

Barna, Guzy & Steffen, Ltd.
200 Coon Rapids Boulevard
Minneapolis, MN 55433-5894
Attn: Daniel D. Ganter, Jr.
Telecopy: (612) 780-1777

Peterson, Savelkoul, Schlichting & Davies, Ltd.
211 South Newton
Albert Lea, MN 56007
Attn: Henry J. Savelkoul
Telecopy: (507) 373-7863

NOTICES TO THE COMPANIES AND BUYER:

Linc.net, Inc.
781 Crandon Blvd.
Suite 1801
Key Biscayne, FL 33149
Attn: Ismael Perera
Telecopy: (305) 365-7289


                                     -49-



WITH COPIES TO (WHICH SHALL NOT CONSTITUTE NOTICE TO THE COMPANIES OR BUYER):

First Chicago Equity Capital
Three First National Plaza
Suite 1210
Chicago, IL 60670
Attn:    Burton E. McGillivray
Telecopy: (312) 732-7483

Saunders, Karp & Megrue, L.P.
262 Harbor Drive
Stanford, CT 06902
Attn:    John F. Megrue
Telecopy: (203) 708-6677

Kirkland & Ellis
200 East Randolph
Chicago, IL 60601
Attn:    Ted H. Zook
         E. Paul Quinn
Telecopy:  (312) 861-2200

                  9.3 SUCCESSORS AND ASSIGNS. This Agreement and all of the
covenants and agreements contained herein and rights, interests or obligations
hereunder, by or on behalf of any of the parties hereto, shall bind and inure to
the benefit of the respective heirs, successors and assigns of the parties
hereto whether so expressed or not, except that neither this Agreement nor any
of the covenants and agreements herein or rights, interests or obligations
hereunder may be assigned or delegated by any party after the Closing, without
the prior written consent of the other parties hereto; PROVIDED THAT Buyer may
assign its rights and obligations hereunder (including its right to purchase the
Shares), in whole or in part, to any of its Affiliates without the consent of
any of the other parties hereto. In addition, after the Closing, Buyer may
assign its rights and obligations pursuant to this Agreement, including its
rights and obligations under the Escrow Agreement, in whole or in part, in
connection with any disposition or transfer of all or any portion of the
Companies or their businesses in any form of transaction without the consent of
any of the other parties hereto and each of Buyer and the Companies may assign
any or all of its rights pursuant to this Agreement, including its rights to
indemnification, to any of its lenders as collateral security.

                  9.4 SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this Agreement.


                                     -50-




                  9.5 CAPTIONS; INTERPRETATION. The headings and captions used
in this Agreement, in any Schedule or Exhibit hereto, in the table of contents
or in any index hereto are for convenience of reference only and do not
constitute a part of this Agreement and shall not be deemed to limit,
characterize or in any way affect any provision of this Agreement or any
Schedule or Exhibit hereto, and all provisions of this Agreement and the
Schedules and Exhibits hereto shall be enforced and construed as if no caption
or heading had been used herein or therein. Any capitalized terms used in any
Schedule or Exhibit attached hereto and not otherwise defined therein shall have
the meanings set forth in this Agreement. Each defined term used in this
Agreement shall have a comparable meaning when used in its plural or singular
form. The use of the word "including" herein shall mean "including without
limitation" and, unless the context otherwise required, "neither," "nor," "any,"
"either" and "or" shall not be exclusive. The parties hereto intend that each
representation, warranty and covenant contained herein shall have independent
significance. If any party has breached any representation, warranty or covenant
contained herein in any respect, the fact that there exists another
representation, warranty or covenant relating to the same subject matter
(regardless of the relative levels of specificity) which such party has not
breached shall not detract from or mitigate the fact that such party is in
breach of the first representation, warranty or covenant. The parties have
participated jointly in the negotiation and drafting of this Agreement. If an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the parties, and no presumption or burden
of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any of the provisions of this Agreement.

                  9.6 NO THIRD-PARTY BENEFICIARIES. Nothing herein expressed or
implied is intended or shall be construed to confer upon or give to any Person,
other than the parties hereto and their respective permitted successors and
assigns, any rights or remedies under or by reason of this Agreement, such third
persons specifically including employees and creditors of the Companies and
creditors of the Sellers.

                  9.7 COMPLETE AGREEMENT. This Agreement and the agreements and
documents referred to herein contain the entire agreement and understanding
between the parties with respect to the subject matter hereof and supersede all
prior agreements and understandings (including that certain letter of intent
dated August 27, 1999, between Linc.net, the Sellers and the Companies), whether
written or oral, relating to such subject matter in any way.

                  9.8 COUNTERPARTS. This Agreement may be executed in one or
more counterparts (including by means of telecopied signature pages), all of
which taken together shall constitute one and the same instrument.

                  9.9 DELIVERY BY FACSIMILE. This Agreement and any signed
agreement or instrument entered into in connection with this Agreement, and any
amendments hereto or thereto, to the extent signed and delivered by means of a
facsimile machine, shall be treated in all manner and respects as an original
agreement or instrument and shall be considered to have the same binding legal
effect as if it were the original signed version thereof delivered in person. At
the request of any party hereto or to any such agreement or instrument, each
other party hereto or thereto shall re-


                                     -51-




execute original forms thereof and deliver them to all other parties. No
party hereto or to any such agreement or instrument shall raise the use of a
facsimile machine to deliver a signature or the fact that any signature or
agreement or instrument was transmitted or communicated through the use of a
facsimile machine as a defense to the formation of a contract and each such
party forever waives any such defense.

                  9.10 GOVERNING LAW. All questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall
be governed by the internal law of the State of Minnesota without giving effect
to any choice of law or conflict of law provision or rule (whether of the State
of Minnesota or any other jurisdictions) that would cause the application of the
laws of any jurisdictions other than the State of Minnesota.

                  9.11 SCHEDULES. Nothing in any schedule attached hereto shall
be adequate to disclose an exception to a representation or warranty made in
this Agreement unless such schedule identifies the exception in reasonable
detail. Without limiting the generality of the foregoing, the mere listing (or
inclusion of a copy) of a document or other item shall not be adequate to
disclose an exception to a representation or warranty made in this Agreement,
unless the representation or warranty has to do with the existence of the
document or other item itself. No exceptions to any representations or
warranties disclosed on one schedule shall constitute an exception to any other
representations or warranties made in this Agreement unless the exception is
disclosed as provided herein on each such other applicable schedule.

                  9.12 LINC.NET GUARANTEE.  Linc.net unconditionally and
irrevocably guarantees the prompt payment and performance of all of the
obligations of Buyer hereunder; PROVIDED THAT Linc.net will have any and all
of the defenses that the Buyer could have with respect to such obligations.

                            *    *    *    *    *


                                     -52-





                  IN WITNESS WHEREOF, the parties; hereto have executed this
Stock Purchase Agreement on the date first written above.

                           LINC.NET ACQUISITION CORP.


                                            By:________________________________
                                            Name:
                                            Title:


                                            ___________________________________
                                            Robert J. Muller



                                            ___________________________________
                                            Lawrence L. Pribyl



                         MULLER & PRIBYL UTILITIES, INC.


                                            By:________________________________
                                            Name:
                                            Title:


                                            M&P UTILITIES, INC.


                                            By:________________________________
                                            Name:
                                            Title:

                                            LINC.NET, INC.


                                            By:________________________________
                                            Name:
                                            Title:






                               SCHEDULE OF SELLERS




                                NUMBER OF SHARES OWNED OF        NUMBER OF SHARES               PERCENTAGE
            NAME                     MULLER & PRIBYL        OWNED OF M&P  UTILITIES, INC.           OF
                                     UTILITIES, INC.                                          PURCHASE PRICE
- ------------------------------------------------------------------------------------------------------------
                                                                                     

Robert J. Muller
La Rive #2001                               50                          50                          50%
110 Bank Street Northeast
Minneapolis, MN 55414

Lawrence L. Pribyl                          50                          50                          50%
c/o Muller Pribyl Utilities
2402 Hwy 55
Hamel, MN 55340
Telecopy: (612) 478-6223

EX-2.5

                                                                 EXHIBIT 2.5

                                                                 EXECUTION COPY



================================================================================



                  STOCK PURCHASE AND RECAPITALIZATION AGREEMENT

                                  by and among

                            TELPRO TECHNOLOGIES, INC.

                            THE SELLERS NAMED HEREIN

                                       and

                                 LINC.NET, INC.






                           Dated as of March 13, 2000



================================================================================


                               TABLE OF CONTENTS



                                                                                    Page
                                                                                 
ARTICLE I

     CERTAIN DEFINITIONS...........................................................1
     1.1         Definitions.......................................................1

ARTICLE II

     PURCHASE AND SALE OF THE SHARES........ ......................................8
     2.1         Basic Transaction.................................................8
     2.2         Transactions at the Closings......................................8
     2.3         Purchase Price...................................................11

ARTICLE III

     CONDITIONS TO CLOSINGS.  ....................................................13
     3.1         Conditions to Buyer's Obligations at Initial Closing.............13
     3.2         Conditions to Sellers' Obligations...............................17
     3.3         Condition to Buyer's Obligations at Second Closing...............18

ARTICLE IV

     [INTENTIONALLY OMITTED] .....................................................18

ARTICLE V

     REPRESENTATIONS AND WARRANTIES CONCERNING
     THE COMPANY AND SELLERS......................................................19
     5.1         Organization, Corporate Power and Licenses.......................19
     5.2         Capital Stock and Related Matters; Title to Shares...............19
     5.3         Authorization; Noncontravention..................................20
     5.4         Subsidiaries.....................................................21
     5.5         Financial Statements.............................................21
     5.6         Accounts Receivable..............................................21
     5.7         Inventory........................................................22
     5.8         Absence of Undisclosed Liabilities...............................22
     5.9         No Material Adverse Effect.......................................22
     5.10        Absence of Certain Developments..................................22
     5.11        Assets...........................................................25
     5.12        Contracts and Commitments........................................26


                                     -i-


     5.13        Intellectual Property Rights.....................................28
     5.14        Litigation.......................................................29
     5.15        Compliance with Laws.............................................30
     5.16        Environmental and Safety Matters.................................30
     5.17        Employees........................................................31
     5.18        Employee Benefit Plans.  ........................................32
     5.19        Insurance........................................................33
     5.20        Tax Matters......................................................33
     5.21        Brokerage and Transaction Bonuses................................35
     5.22        Bank Accounts....................................................35
     5.23        Names and Locations..............................................35
     5.24        Affiliate Transactions...........................................35
     5.25        Service Warranties...............................................36
     5.26        Customers and Suppliers..........................................36
     5.27        Disclosure.......................................................36

ARTICLE VI

     REPRESENTATIONS AND WARRANTIES OF BUYER......................................37
     6.1         Organization and Power...........................................37
     6.2         Capitalization...................................................37
     6.3         Authorization....................................................37
     6.4         No Violation.....................................................37
     6.5         Governmental Authorities and Consents............................38
     6.6         Litigation.......................................................38
     6.7         Brokerage........................................................38

ARTICLE VII

     [INTENTIONALLY OMITTED]......................................................38

ARTICLE VIII

     ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING...............................38
     8.1         Survival of Representations and Warranties.......................38
     8.2         Indemnification..................................................39
     8.3         Mutual Assistance................................................43
     8.4         Non-Competition; Non-Solicitation................................43
     8.5         Press Release and Announcements..................................45
     8.6         Expenses.........................................................45


                                     -ii-


     8.7         Specific Performance.............................................45
     8.8         Arbitration Procedure............................................46
     8.9         Further Assurances...............................................47
     8.10        Confidentiality..................................................47
     8.11        Tax Matters......................................................47
     8.12        Minority Owned Subsidiary........................................49

ARTICLE IX

     MISCELLANEOUS................................................................49
     9.1         Amendment and Waiver.............................................49
     9.2         Notices..........................................................50
     9.3         Successors and Assigns...........................................51
     9.4         Severability.....................................................52
     9.5         Interpretation...................................................52
     9.6         Captions.........................................................52
     9.7         No Third-Party Beneficiaries.....................................52
     9.8         Complete Agreement...............................................52
     9.9         Counterparts.....................................................53
     9.10        Delivery by Facsimile............................................53
     9.11        Governing Law....................................................53
     9.12        Schedules........................................................53
     9.13        Attorney's Fees..................................................53




                                     -iii-


                             EXHIBITS AND SCHEDULES
                             ----------------------
Exhibits:
- --------

Exhibit A        -       Escrow Agreement
Exhibit B-1      -       Employment Agreement
Exhibit B-2      -       Employment Agreement
Exhibit C        -       Executive Stock Purchase Agreement
Exhibit D        -       Amended and Restated Stockholders Agreement
Exhibit E        -       Amended and Restated Registration Agreement
Exhibit F        -       Form of Opinion of Counsel for Sellers and the Company
Exhibit G        -       Option Agreement
Exhibit H        -       Promissory Note of the Company
Exhibit I        -       Promissory Note of Ismael Perera


Schedules
- ---------

Schedule of Sellers
Permitted Liens Schedule
Officers and Directors Schedule
Capital Stock Schedule
Restrictions Schedule
Subsidiary Schedule
Financial Statements Schedule
Accounts Receivable Schedule
Liabilities Schedule
Contracts Schedule
Developments Schedule
Assets Schedule
Leased Realty Schedule
Intellectual Property Schedule
Litigation Schedule
Compliance Schedule
Permits Schedule
Environmental Schedule
Employees Schedule
Employee Benefits Schedule
Insurance Schedule
Taxes Schedule
Brokerage Schedule
Transaction Bonuses Schedule
Bank Account Schedule


                                     -iv-


Names and Locations Schedule
Affiliated Transactions Schedule
Warranty Schedule
Customers and Suppliers Schedule
Buyer Consent Schedule
Buyer Brokerage Schedule
Indemnification Schedule


                                      -v-


                            STOCK PURCHASE AGREEMENT

                  THIS STOCK PURCHASE AGREEMENT (this "AGREEMENT") is made
and entered into as of March 13, 2000, by and among Telpro Technologies Inc.,
a California corporation (the "COMPANY"), the Sellers set forth on the
SCHEDULE OF SELLERS attached hereto (collectively, the "SELLERS", and each a
"SELLER") and Linc.net, Inc., a Delaware corporation ("BUYER").

                  WHEREAS, Sellers own all of the issued and outstanding
capital stock of the Company (the "SHARES"); and

                  WHEREAS, on the terms and subject to the conditions set
forth in this Agreement, Buyer desires to purchase from Sellers, and Sellers
desire to sell to Buyer, all of the Shares.

                  NOW, THEREFORE, in consideration of the mutual covenants,
agreements and understandings contained herein and intending to be legally
bound, the parties hereto hereby agree as follows:

                                    ARTICLE I

                               CERTAIN DEFINITIONS

         1.1 DEFINITIONS. For the purposes of this Agreement, the following
terms have the meanings set forth below:

                  "ACCOUNTING FIRM" has the meaning set forth in Section 2.3(c).

                  "AFFILIATE" of any particular Person means any other Person
controlling, controlled by or under common control with such Person. For
purposes of this definition, "CONTROL" (including the terms "CONTROLLING,"
"CONTROLLED BY" and "UNDER COMMON CONTROL WITH") means the possession, direct
or indirect, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities,
by contract or otherwise, and such "control" will be presumed if any Person
owns 10% or more of the voting capital stock or other ownership interests,
directly or indirectly, of any other Person.

                  "AFFILIATED GROUP" means an affiliated group as defined in
Section 1504 of the Code (or any analogous combined, consolidated or unitary
group defined under state, local or foreign income Tax law) of which the
Company or any of its Subsidiaries is or has been a member.

                  "AGREEMENT" has the meaning set forth in the preamble.

                  "APPLICABLE RATE" means the primate rate of interest
reported from time to time by the Wall Street Journal.




                  "BANK" means PNC Bank National Association or such other
financial institution as shall be selected by Buyer.

                  "BUYER" has the meaning set forth in the preamble.

                  "BUYER PARTIES" has the meaning set forth in Section 8.2(a).

                  "CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.

                  "CLOSINGS" has the meaning set forth in Section 2.2(a).

                  "CLOSING BALANCE SHEET" has the meaning set forth in
Section 2.3(c).

                  "CLOSING DATES" has the meaning set forth in Section 2.2(a).

                  "CLOSING INDEBTEDNESS" has the meaning set forth in Section
2.3(a).

                  "CLOSING NET CURRENT ASSETS" has the meaning set forth in
Section 2.3(a).

                  "CLOSING NET WORTH" has the meaning set forth in Section
2.3(a).

                  "CLOSING TAX LIABILITY" has the meaning set forth in
Section 2.3(a).

                  "CODE" means the Internal Revenue Code of 1986, as amended,
and any reference to any particular Code section shall be interpreted to
include any revision of or successor to that section regardless of how
numbered or classified.

                  "COMPANY" has the meaning set forth in the preamble.

                  "COMPANY TRANSACTION" means any (a) reorganization,
liquidation, dissolution or recapitalization of the Company or any of its
Subsidiaries, (b) merger or consolidation involving the Company or any of its
Subsidiaries, (c) purchase or sale of any assets or capital stock (or any
rights to acquire, or securities convertible into or exchangeable for, any
such capital stock) of the Company or any of its Subsidiaries (other than the
purchase and sale of inventory and capital equipment in the ordinary course
of business consistent with past custom and practice), or (d) similar
transaction or business combination involving the Company or any of its
Subsidiaries or their business or assets.

                  "CONFIDENTIAL INFORMATION" means all information of a
confidential or proprietary nature (whether or not specifically labeled or
identified as "confidential"), in any form or medium, that relates to the
business, products, services or research or development of the Company or its
Subsidiaries or their respective suppliers, distributors, customers,
independent contractors or other business relations. Confidential Information
includes, but is not limited to, the following: (i)


                                       2


internal business information (including information relating to strategic
and staffing plans and practices, business, training, marketing, promotional
and sales plans and practices, cost, rate and pricing structures and
accounting and business methods); (ii) identities of, individual requirements
of, specific contractual arrangements with, and information about, the
Company's or any of its Subsidiaries' suppliers, distributors, customers,
independent contractors or other business relations and their confidential
information; (iii) trade secrets, know-how, compilations of data and
analyses, techniques, systems, formulae, recipes, research, records, reports,
manuals, documentation, models, data and data bases relating thereto; (iv)
inventions, innovations, improvements, developments, methods, designs,
analyses, drawings, reports and all similar or related information (whether
or not patentable); and (v) other Intellectual Property Rights.

                  "DISPUTES" has the meaning set forth in Section 8.8(a).

                  "DISPUTING PERSON" has the meaning set forth in Section
8.8(b).

                  "ENCUMBRANCE" means any lien, charge, security interest,
claim, pledge, Tax, option, warrant, right, contract, call, commitment,
equity, demand, proxy, voting agreement, restriction on transfer (other than
restrictions on transfer under the Securities Act and applicable state
securities laws) or other encumbrance.

                  "ENVIRONMENTAL AND SAFETY REQUIREMENTS" means all federal,
state, local and foreign statutes, regulations, ordinances and other
provisions having the force or effect of law, all judicial and administrative
orders and determinations, all contractual obligations and all common law, in
each case concerning public health and safety, worker health and safety and
pollution or protection of the environment (including all those relating to
the presence, use, production, generation, handling, transport, treatment,
storage, disposal, distribution, labeling, testing, processing, discharge,
release, threatened release, control or cleanup of any hazardous or otherwise
regulated materials, substances or wastes, chemical substances or mixtures,
pesticides, pollutants, contaminants, toxic chemicals, petroleum products or
byproducts, asbestos, polychlorinated biphenyls, noise, radiation or radon),
each as amended and as now or hereafter in effect.

                  "ESCROW AGENT" means Norwest Bank Minnesota, N.A.

                  "ESCROW AGREEMENT" means the escrow agreement in the form
of EXHIBIT A attached hereto.

                  "ESCROW AMOUNT" means $4,000,000.

                  "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended.

                  "ESTIMATED PURCHASE PRICE" has the meaning set forth in
Section 2.3(b).

                  "EXECUTIVES" means Larry Jordan, Wayne Jensen, Gary Keck
and Mark Carlson.


                                       3



                  "EXECUTIVE SECURITIES" means the shares of Buyer's Common
Stock and Series B Preferred Stock issued to Sellers pursuant to the
respective Executive Purchase Agreements between each Seller and Buyer.

                  "FINAL DETERMINATION" has the meaning set forth in Section
8.8(d).

                  "GAAP" means United States generally accepted accounting
principles, as in effect from time to time.

                  "GOVERNMENTAL APPROVALS" has the meaning set forth in
Section 3.1(c).

                  "GUARANTY" means any agreement, undertaking or arrangement
by which any Person guarantees, endorses or otherwise becomes or is
contingently liable upon the debt, obligation or other liability of any other
Person (other than by endorsements of instruments in the ordinary course of
collection), or guaranties of the payment of dividends or other distributions
upon the shares of any other Person.

                  "HSR ACT" means the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.

                  "INDEBTEDNESS" means, with respect to any Person at any
date, without duplication: (i) all obligations of such Person for borrowed
money or in respect of loans or advances, (ii) all obligations of such Person
evidenced by bonds, debentures, notes or other similar instruments or debt
securities, (iii) all obligations in respect of letters of credit and
bankers' acceptances issued for the account of such Person, (iv) all
obligations arising from cash/book overdrafts, (v) all obligations arising
from deferred compensation arrangements, (vi) all obligations of such Person
secured by a Lien, (vii) all Guaranties of such Person in connection with any
of the foregoing, (viii) all capital lease obligations, (ix) all deferred
rent, (x) all indebtedness for the deferred purchase price of property or
services with respect to which a Person is liable, contingently or otherwise,
as obligor or otherwise (other than trade payables incurred in the ordinary
course of business which are not past due) (xi) all other liabilities
classified as non-current liabilities in accordance with GAAP as of the
Closing Date and (xii) all accrued interest, prepayment premiums or penalties
related to any of the foregoing.

                  "INDEMNITEE" has the meaning set forth in Section 8.2(d).

                  "INDEMNITOR" has the meaning set forth in Section 8.2(d).

                  "INITIAL CLOSING" has the meaning set forth in Section 2.2.

                  "INITIAL CLOSING DATE" has the meaning set forth in Section
2.2.

                  "INSTITUTE" has the meaning set forth in Section 8.8(a).


                                       4



                  "INTELLECTUAL PROPERTY RIGHTS" means all (i) patents,
patent applications, patent disclosures and inventions, (ii) Internet domain
names, trademarks, service marks, trade dress, trade names, logos and
corporate names and registrations and applications for registration thereof
together with all of the goodwill associated therewith, (iii) copyrights
(registered or unregistered) and copyrightable works and registrations and
applications for registration thereof, (iv) mask works and registrations and
applications for registration thereof, (v) computer software, data, data
bases and documentation thereof, (vi) trade secrets and other confidential
information (including ideas, formulas, recipes, compositions, inventions
(whether patentable or unpatentable and whether or not reduced to practice),
know-how, manufacturing and production processes and techniques, research and
development information, drawings, specifications, designs, plans, proposals,
technical data, copyrightable works, financial and marketing plans and
customer and supplier lists and information), (vii) other intellectual
property rights and (viii) copies and tangible embodiments thereof (in
whatever form or medium).

                  "INVESTMENT" as applied to any Person means (i) any direct
or indirect purchase or other acquisition by such Person of any notes,
obligations, instruments, stock, securities or ownership interest (including
limited liability company interests, partnership interests and joint venture
interests) of any other Person and (ii) any capital contribution by such
Person to any other Person.

                  "JORDAN" means Larry Jordan.

                  "LATEST BALANCE SHEET" has the meaning set forth in Section
5.5(b).

                  "LEASED REAL PROPERTY" and "LEASED REALTY" have the
respective meanings set forth in Section 5.11(b).

                  "LIEN" means any mortgage, pledge, hypothecation, lien
(statutory or otherwise), preference, priority, security interest, security
agreement, easement, covenant, restriction or other encumbrance of any kind
or nature whatsoever (including any conditional sale or other title retention
agreement and any lease having substantially the same effect as any of the
foregoing and any assignment or deposit arrangement in the nature of a
security device).

                  "LOSSES" has the meaning set forth in Section 8.2(a).

                  "MATERIAL ADVERSE EFFECT" means a material and adverse
effect or development upon the business, operations, assets, liabilities,
financial condition, value, business prospects, operating results, cash flow,
net worth or employee, customer or supplier relations of the Company and its
Subsidiaries.

                  "NET CURRENT ASSETS" means as of any date of determination,
the excess of the Company's total current assets as of such date over the
Company's total current liabilities (excluding


                                       5


Indebtedness and Closing Tax Liability to the extent such amounts are
included in the calculation of total current liabilities) as of such date
determined in accordance with GAAP. In determining total current assets and
total current liabilities hereunder, (i) all accounting entries shall be
taken into account regardless of their amount and all errors and omissions
corrected, (ii) all proper adjustments shall be made, and (iii) appropriate
reserves for all liabilities and obligations for which reserves are
appropriate in accordance with GAAP shall be included.

                  "NET WORTH" means, as of any date of determination, the
excess of the Company's total assets as of such date over the Company's total
liabilities (excluding Indebtedness and Closing Tax Liability) as of such
date, determined in accordance with GAAP. In determining total assets and
total liabilities hereunder, (i) all accounting entries shall be taken into
account regardless of their amount and all errors and omissions shall be
corrected, (ii) all proper adjustments shall be made, and (iii) appropriate
reserves for all liabilities and obligations for which reserves are
appropriate in accordance with GAAP shall be included.

                  "NOTICE OF ARBITRATION" has the meaning set forth in
Section 8.8(b).

                  "NOTICE OF DISAGREEMENT" has the meaning set forth in
Section 2.3(c).

                  "PERMITTED LIENS" means (i) Liens that are set forth on the
PERMITTED LIENS SCHEDULE attached hereto, (ii) Liens for Taxes not delinquent
or the validity of which are being contested in good faith by appropriate
proceedings and as to which adequate reserves have been established on the
Company's financial statements in accordance with GAAP, (iii) statutory
landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar
Liens arising or incurred in the ordinary course of business and (iv) Liens
arising from zoning ordinances.

                  "PERSON" means any individual, sole proprietorship,
partnership, joint venture, trust, unincorporated association, corporation,
limited liability company, entity or governmental entity (whether federal,
state, county, city or otherwise and including any instrumentality, division,
agency or department thereof).

                  "PLAN" has the meaning set forth in Section 5.18(a).

                  "PRE-CLOSING TAXES" has the meaning set forth in Section
8.11(b).

                  "PRINCIPAL STOCKHOLDERS" means Larry Jordan, the Wayne E.
Jensen and Lenore C. Jensen Family Trust, Gary Keck and Mark Carlson.

                  "PURCHASE PRICE" has the meaning set forth in Section
2.3(a).

                  "REALTY LEASES" has the meaning set forth in Section
5.11(b).


                                       6




                  "RESTRICTED STOCKHOLDERS" means Larry Jordan, Wayne E.
Jensen, Gary Keck, Mark Carlson and Larry Cook.

                  "RESTRICTED TERRITORIES" has the meaning set forth in
Section 8.4(a).

                  "RESTRICTIVE COVENANTS" has the meaning set forth in
Section 8.4(c).

                  "RULES" has the meaning set forth in Section 8.8(a).

                  "SECOND CLOSING" has the meaning set forth in Section 2.2.

                  "SECOND CLOSING DATE" has the meaning set forth in Section
2.2.

                  "SECURITIES ACT" means the Securities Act of 1933, as
amended, or any similar federal law then in force.

                  "SELLER" and "SELLERS" have the meanings set forth in the
preamble.

                  "SELLER REPRESENTATIVE" means Larry Jordan.

                  "STOCKHOLDERS AGREEMENT" means the Amended and Restated
Stockholders Agreement in the form of EXHIBIT D attached hereto.

                  "STRADDLE TAX RETURNS" has the meaning set forth in Section
8.11(b).

                  "SUBSIDIARY" means, with respect to any Person, any
corporation, partnership, limited liability company, association or other
business entity of which (i) if a corporation, a majority of the total voting
power of shares of stock entitled (irrespective of whether, at the time,
stock of any other class or classes of such corporation shall have or might
have voting power by reason of the happening of any contingency) to vote in
the election of directors, managers or trustees thereof is at the time owned
or controlled, directly or indirectly, by that Person or one or more of the
other Subsidiaries of that Person or a combination thereof, or (ii) if a
partnership, limited liability company, association or other business entity,
either (A) a majority of the partnership or other similar ownership interest
thereof is at the time owned or controlled, directly or indirectly, by that
Person or one or more Subsidiaries of that Person or a combination thereof or
(B) such person is a general partner, managing member or managing director of
such partnership, limited liability company, association or other entity.

                  "TAX" means any (i) federal, state, local or foreign
income, gross receipts, franchise, estimated, alternative minimum, add-on
minimum, sales, use, transfer, registration, value added, excise, natural
resources, severance, stamp, occupation, premium, windfall profit,
environmental, customs, duties, real property, personal property, capital
stock, social security, unemployment, disability, payroll, license, employee
or other withholding, or other tax, of any kind whatsoever,


                                       7


including any interest, penalties or additions to tax or additional amounts
in respect of the foregoing; (ii) liability of the Company or any of its
Subsidiaries for the payment of any amounts of the type described in clause
(i) above arising as a result of being (or ceasing to be) a member of any
Affiliated Group (or being included (or required to be included) in any Tax
Return relating thereto); and (iii) liability of the Company or any of its
Subsidiaries for the payment of any amounts of the type described in clause
(i) above as a result of any express or implied obligation to indemnify or
otherwise assume or succeed to the liability of any other Person.

                  "TAX RETURNS" means returns, declarations, reports, claims
for refund, information returns or other documents (including any related or
supporting schedules, statements or information) filed or required to be
filed in connection with the determination, assessment or collection of any
Taxes of any party or the administration of any laws, regulations or
administrative requirements relating to any Taxes.

                  "THIRD-PARTY APPROVALS" has the meaning set forth in
Section 3.1(b).

                  "TREASURY REGULATIONS" means the United States Treasury
Regulations promulgated under the Code, and any reference to any particular
Treasury Regulation section shall be interpreted to include any final or
temporary revision of or successor to that section regardless of how numbered
or classified.

                                   ARTICLE II

                         PURCHASE AND SALE OF THE SHARES

         2.1 BASIC TRANSACTION. On the terms and subject to the conditions
set forth in this Agreement, at the Closings, Buyer or the Company shall
purchase from Sellers, and Sellers shall sell, convey, assign, transfer and
deliver to Buyer or the Company, certain of the Shares, free and clear of all
Encumbrances set forth on the SCHEDULE OF SELLERS.

         2.2 TRANSACTIONS AT THE CLOSINGS.

                  (a) INITIAL CLOSING. The initial closing of the
transactions contemplated by this Agreement (the "INITIAL CLOSING") shall
take place at the offices of Kirkland & Ellis in Chicago, Illinois, at 9:00
a.m. local time on March 13, 2000, or at such other time or place as is
mutually agreeable to the parties, or, if any of the conditions to Initial
Closing set forth in Article III have not been satisfied at or waived by the
party entitled to the benefit thereof on or prior to such date, on the second
business day following satisfaction or waiver of such conditions (the
"INITIAL CLOSING DATE").

                  (b) SECOND CLOSING. The second closing of the transaction
contemplated by this Agreement (the "SECOND CLOSING" and together with the
Initial Closing, the "CLOSINGS") shall take place at the offices of Kirkland
& Ellis at 9:00 a.m. local time on May 17, 2000, or at such other time or
place as is mutually agreeable to the parties, or, if any of the conditions
to the Second Closing set


                                       8


forth in Article III have not been satisfied at or waived by the party
entitled to the benefit thereof on or prior to such date, on the second
business day following satisfaction or waiver of such conditions.

                  (c)      DELIVERIES.  At the Initial Closing:

                           (i) Buyer shall (A) pay to each of the Sellers set
forth on the SCHEDULE OF SELLERS attached hereto under the heading "Initial
Closing" cash in an aggregate amount equal to (1) Gross Proceeds of the
Estimated Purchase Price set forth opposite his, her or its name on the
SCHEDULE OF SELLERS, LESS (2) the escrow amount set forth opposite his, her
or its name on the SCHEDULE OF SELLERS and LESS (3) the rollover amount set
forth opposite his, her or its name on the SCHEDULE OF SELLERS, by wire
transfer of immediately available funds to the account designated in advance
in writing by the Sellers at the Initial Closing and (B) deliver to each of
the Principal Stockholders and Larry Cook the number of shares of Buyer's
Series B Preferred Stock and Common Stock set forth opposite such Seller's
name on the SCHEDULE OF SELLERS, which shares shall be subject to the terms
and conditions of the Executive Purchase Agreement by and between the Buyer
and each such Seller in exchange for the number of shares of the Company's
common stock set forth opposite each person's name on the SCHEDULE OF
SELLERS, in exchange for the number of shares of the Company's common stock
sold as set forth opposite his, her or its name on the SCHEDULE OF SELLERS;

                           (ii) The Company shall issue Linc.net a promissory
note in the aggregate principal amount of $16,305,550, substantially in the
form attached hereto as EXHIBIT H;

                           (iii) The Company shall pay to each of the Sellers
set forth on the SCHEDULE OF SELLERS attached hereto under the heading
"Initial Closing" cash in an aggregate amount equal to the Net Proceeds of
the Estimated Purchase Price set forth opposite such Seller's name on the
SCHEDULE OF SELLERS, by wire transfer of immediately available funds to the
respective accounts designated in advance in writing by such Sellers at the
Initial Closing in exchange for the number of shares of the Company's common
stock set forth opposite each such Seller's name on the SCHEDULE OF SELLERS;

                           (iv) Buyer shall deliver the Escrow Amount to the
Escrow Agent for deposit into an escrow account established pursuant to the
terms of the Escrow Agreement; PROVIDED THAT $905,623 of the Escrow Amount
will be funded by Buyer at such time as it exercises the option granted by
Jordan to Buyer pursuant to the Option Agreement. The Escrow Amount shall be
available on a non-exclusive basis to satisfy amounts owing to the Buyer
Parties pursuant to Section 8.2 below;

                           (v) Sellers at the Initial Closing shall deliver
to Buyer or the Company, as the case may be, the certificate or certificates
representing the Shares sold or exchanged by them, duly endorsed in blank or
accompanied by duly executed stock powers, with appropriate transfer stamps
(if any) affixed thereto;


                                       9



                           (vi) Buyer shall sell to Ismael Perera 31,000
shares of the Company's Class A Voting Common Stock (representing 2% of the
outstanding Class A Voting Common Stock) in exchange for his promissory note
in the aggregate principal amount of $445,395 in the form attached hereto as
EXHIBIT I;

                           (vii) Jordan shall issue the Buyer the Option
Agreement in the form attached hereto as EXHIBIT G;

                           (viii) The Company, Sellers and Buyer, as
applicable, shall deliver the opinions, certificates and other documents and
instruments required to be delivered by or on behalf of such party under
Article III below; and

                           (ix) Sellers shall deliver to Buyer all corporate
books and records and other property of the Company in their possession.

                  (d)      DELIVERIES.  At the Second Closing:

                           (i) Buyer shall pay to Larry Cook the Net Proceeds
of the Estimated Purchase Price set forth opposite his name on the SCHEDULE
OF SELLERS by wire transfer of immediately available funds to the respective
accounts designated in advance in writing by him at the Second Closing; and

                           (ii) At the Second Closing, Larry Cook shall
deliver to Buyer the certificate or certificates representing the Shares
owned by him, duly endorsed in blank or accompanied by duly executed stock
powers, with appropriate transfer stamps (if any) affixed thereto.

         2.3 PURCHASE PRICE.

                  (a) The aggregate purchase price to be paid for the Shares
(the "PURCHASE PRICE") shall be an amount equal to $48,000,000, MINUS (i) an
amount equal to the aggregate amount of all Indebtedness (if any) of the Company
and its Subsidiaries existing as of the end of the business day immediately
preceding the Initial Closing Date, but excluding any prepayment fee in
connection with the termination of the Company's line of credit as of the
Closing (the "CLOSING INDEBTEDNESS"), MINUS (ii) an amount equal to the
aggregate amount of all foreign, federal, state and local Taxes of or payable
by the Company and its Subsidiaries with respect to any taxable year or
taxable period or portion thereof ended on or prior to the Initial Closing
Date (the "CLOSING TAX LIABILITY") MINUS (iii) an amount equal to the amount
(if any) by which the Net Current Assets of the Company as of the end of the
business day immediately proceeding the Initial Closing Date as shown on the
Closing Balance Sheet (as defined in Section 2.3(d) below and as prepared in
accordance with the provisions thereof) (the "CLOSING NET CURRENT ASSETS") is
less than $5,900,000, MINUS (iv) an amount equal to the amount (if any) by
which the Net Worth of the Company as of the end of the business day
immediately preceding the Initial Closing Date as shown on the Closing
Balance Sheet (as defined


                                       10


in Section 2.3(d) below and as prepared in accordance with the provisions
thereof) (the "CLOSING NET WORTH") is less than $6,800,000 (without
duplication with any reduction in clause (iii)).

                  (b) At the Initial Closing, Buyer and the Company shall pay to
the Sellers set forth on the SCHEDULE OF SELLERS under the heading "Initial
Closing" in the manner described in clause (i), (iii) and (iv) of Section
2.2(c), respectively, the Net Proceeds set forth opposite such Seller's name on
the SCHEDULE OF SELLERS of the Purchase Price, as estimated in good faith by
Buyer and the Principal Stockholders (including an estimate of the components of
the Purchase Price) not less than two days prior to the Closing (the "ESTIMATED
PURCHASE PRICE").

                  (c) At the Second Closing, Buyer shall pay to Larry Cook an
amount equal to the Net Proceeds set forth opposite his name on the SCHEDULE OF
SELLERS of the Estimated Purchase Price.

                  (d) CLOSING BALANCE SHEET

                           (i) Within 90 days following the Initial Closing
Date, Buyer shall deliver to the Seller Representative a balance sheet of the
Company (in its final and binding form, the "CLOSING BALANCE SHEET"), setting
forth the Closing Indebtedness, the Closing Tax Liability, the Closing Net
Worth and Closing Net Current Assets and the resulting Purchase Price
calculated with reference to such amounts as of the end of the business day
immediately preceding the Initial Closing Date. The Closing Balance Sheet
shall include all known adjustments required in a year-end closing of the
books and shall be prepared in accordance with GAAP. Sellers shall cooperate
as reasonably requested in connection with the preparation of the Closing
Balance Sheet. During the 20-day period immediately following the Seller
Representative's receipt of the Closing Balance Sheet, Sellers shall be
permitted to review the Company's books and records and the Company's working
papers related to the preparation of the Closing Balance Sheet and
determination of the Purchase Price.

                           (ii) The Closing Balance Sheet shall become final
and binding upon the parties 20 days following the Seller Representative's
receipt thereof, unless one or more Sellers shall give written notice of his
disagreement (a "NOTICE OF DISAGREEMENT") to Buyer prior to such date. Any
Notice of Disagreement shall specify in reasonable detail the nature and
dollar amount of any disagreement so asserted and shall be delivered only if
(and to the extent that) unless such Seller(s) reasonably and in good faith
determines that the Closing Balance Sheet and the resulting Purchase Price
calculated with reference thereto delivered by Buyer has not been determined
in accordance with the guidelines and procedures set forth in this Agreement.
If a timely Notice of Disagreement is received by Buyer, then the Closing
Balance Sheet (as revised in accordance with clause (x) or (y) below) shall
become final and binding upon the parties on the earliest of (x) the date the
parties resolve in writing any differences they have with respect to the
matters specified in the Notice of Disagreement or (y) the date all matters
in dispute are finally resolved in writing by the Accounting Firm (defined
below). Following delivery of a Notice of Disagreement, Buyer and its agents
and representatives shall be permitted to review Sellers' and their
representatives' working papers relating to the Notice of Disagreement.


                                       11



                           (iii) During the 20 days immediately following
delivery of a Notice of Disagreement, the Parties shall seek in good faith to
resolve in writing any differences which they have with respect to the
matters specified in the Notice of Disagreement. At the end of such 20-day
period, the parties shall submit to a mutually satisfactory independent
"big-five" accounting firm other than Ernst & Young LLP for review and
resolution of all matters (but only such matters) that remain in dispute and
that were properly included in the Notice of Disagreement. If the parties are
unable to mutually agree upon an accounting firm, Buyer and the Seller
Representative shall select by lot a "big-five" accounting firm other than
Ernst & Young LLP. The parties shall instruct the accounting firm ultimately
agreed upon or selected by lot under this Section 2.3(d)(iii) (the
"ACCOUNTING FIRM") to make a final determination of the Closing Indebtedness,
the Closing Tax Liability, the Closing Net Worth and Closing Net Current
Assets and the resulting Purchase Price calculated with reference to such
amounts to the extent such amounts are in dispute, in accordance with the
guidelines and procedures set forth in this Agreement. The parties will
cooperate with the Accounting Firm during the term of its engagement. The
parties shall instruct the Accounting Firm to not assign a value to any item
in dispute greater than the greatest value for such item assigned by Buyer,
on the one hand, or the Seller Representative, on the other hand, or less
than the smallest value for such item assigned by Buyer, on the one hand, or
the Seller Representative, on the other hand. The Parties shall also instruct
the Accounting Firm to make its determination based solely on presentations
by Buyer and the Seller Representative which are in accordance with the
guidelines and procedures set forth in this Agreement (i.e. not on the basis
of an independent review).

                           (iv) The Closing Balance Sheet and the
determination of the Closing Indebtedness, the Closing Tax Liability, the
Closing Net Worth and Closing Net Current Assets and the resulting Purchase
Price calculated with reference thereto shall become final and binding on the
parties on the date the Accounting Firm delivers its final resolution in
writing to the parties (which final resolution shall be requested by the
Parties to be delivered not more than 45 days following submission of such
disputed matters). The fees and expenses of the Accounting Firm shall be
shared equally by Buyer, on one hand, and Sellers, on the other hand.

                           (v) Sellers hereby authorize the Seller
Representative to take the actions contemplated under this Section 2.3(d) on
their behalf, and for purposes of this Section 2.3(d), the actions of the
Seller Representative shall be deemed the actions of the Sellers.

                   (e)     Promptly after the Closing Balance Sheet and the
determination of the Closing Indebtedness, the Closing Tax Liability, the
Closing Net Worth and Closing Net Current Assets and the resulting Purchase
Price calculated with reference to such amounts become final and binding on
the parties under Section 2.3(d) above, the Estimated Purchase Price shall be
recalculated by the parties by giving effect to the final and binding Closing
Indebtedness, Closing Tax Liability, Closing Net Worth and Closing Net
Current Assets (as recalculated, the "FINAL PURCHASE PRICE"). If the
Estimated Purchase Price is greater than the Final Purchase Price, Sellers
shall, and if the Final Purchase Price is greater than the Estimated Purchase
Price, Buyer shall, within three business days after the Closing Balance
Sheet becomes final and binding on the parties, make payment by wire transfer
to Buyer or Sellers, as the case may be, in immediately available funds of
the amount of such


                                       12


difference, together with interest thereon at a rate per annum equal to the
Applicable Rate, calculated on the basis of the actual number of days elapsed
over 360, from the Closing Date to the date of payment.

                                   ARTICLE III

                             CONDITIONS TO CLOSINGS

         3.1 CONDITIONS TO BUYER'S OBLIGATIONS AT INITIAL CLOSING. The
obligation of Buyer to consummate the transactions contemplated by this
Agreement at the Initial Closing is subject to the satisfaction of the
following conditions on or prior to the Initial Closing Date:

                  (a) The representations and warranties in Article V hereof
that are subject to materiality qualifications shall be true and correct in
all respects at and as of the Initial Closing and the representations and
warranties contained in Article V hereof that are not subject to materiality
qualifications shall be true and correct in all material respects at and as
of the Initial Closing, and each Seller and the Company shall have performed
in all material respects all of the covenants and agreements required to be
performed by it hereunder prior to the Initial Closing;

                  (b) Sellers at the Initial Closing and the Company shall
have received or obtained all third-party consents and approvals that are
necessary (i) for the consummation of the transactions contemplated hereby or
(ii) to prevent a breach of or default under, or a termination, modification
or acceleration of, any instrument, contract, lease, license or other
agreement identified with an asterisk on the attached RESTRICTIONS SCHEDULE
(collectively, the "THIRD-PARTY APPROVALS"), in each case on terms reasonably
satisfactory to Buyer;

                  (c) Buyer and the Company shall have received or obtained
all governmental and regulatory consents, approvals, licenses and
authorizations that are necessary (i) for the consummation of the
transactions contemplated hereby or (ii) for Buyer to own the Shares
purchased at the Initial Closing and to operate the businesses of and control
the Company and its Subsidiaries following the Initial Closing (including any
required approvals from the State of California), in each case on terms and
conditions reasonably satisfactory to Buyer, and all applicable waiting
periods under the HSR Act shall have expired or been terminated
(collectively, the "GOVERNMENTAL APPROVALS");

                  (d) No suit, action or other proceeding shall be pending or
threatened before any court or governmental or regulatory official, body or
authority or any arbitrator wherein an unfavorable injunction, judgment,
order, decree, ruling or charge would (i) prevent the performance of this
Agreement or the consummation of any of the transactions contemplated hereby
or declare unlawful any of the transactions contemplated hereby, (ii) cause
any of the transactions contemplated by this Agreement to be rescinded
following consummation, (iii) affect adversely the right of Buyer to own the
Shares or operate the businesses of or control the Company and its
Subsidiaries or (iv)


                                       13


affect adversely the right of the Company and its Subsidiaries to own their
respective assets or control their respective businesses, and no such
injunction, judgment, order, decree or ruling shall have been entered or be
in effect;

                  (e) Since December 31, 1999, there shall have been no
material adverse change or development in the business, financial condition,
value, operating results, assets, operations, business prospects, cash flow,
net worth or customer, supplier or employee relations of the Company and its
Subsidiaries taken as a whole (as determined by Buyer in its sole discretion);

                  (f) Buyer shall have completed and shall be satisfied in
its sole discretion with the results of its and its attorneys', accountants'
and other representatives' business, legal, accounting and financial due
diligence investigation and evaluation of the Company and its Subsidiaries
(which investigation and evaluation shall include a review of the Company's
relationships with key customers and suppliers, ongoing relationships with
key employees (including the Executives) and Intellectual Property Rights, as
well as the Company's acquisition opportunities and any other matters as
deemed appropriate by Buyer);

                  (g) Buyer shall have obtained all of the financing it needs
in order to consummate the transactions contemplated hereby and fund the
working capital requirements of the Company and its Subsidiaries following
the Initial Closing (in each case on terms and conditions satisfactory to
Buyer in its sole discretion);

                  (h) The company shall have obtained and delivered to Buyer
a letter of consent and estoppel certificate and a landlord lien waiver
agreement from each lessor of Leased Realty, each in form and substance
reasonably satisfactory to Buyer and Buyer's lender and their special counsel
and such other endorsements and affidavits and related items as Buyer or
Buyer's lenders may reasonably request;

                  (i) Each of the Executives shall have entered into an
agreement for employment with the Company or one of its Subsidiaries, each in
form substantially the same as that attached hereto as EXHIBIT B-1 and each
of Daniel Lyons, Jon Hunt, Larry Cook, Allen Carter, John Eagelston, Lynn
Erickson, Gerald Gauer, Walter Laster, Les Minter, Kenneth Pierce and David
Seamans shall have entered into an employment agreement for employment with
the Company or one of its Subsidiaries each in form substantially the same as
that attached hereto as Exhibit B-2 (the "EMPLOYMENT AGREEMENTS"), and all of
such agreements shall be in full force and effect at the Initial Closing;

                  (j) Each of the Executives shall have entered into an
executive stock purchase agreement with Buyer, each in form substantially the
same as that attached hereto as EXHIBIT C (the "EXECUTIVE PURCHASE
AGREEMENTS"), and all of such agreements shall be in full force and effect at
the Initial Closing;


                                       14




                  (k) Each of the Executives shall have entered into the
Amended and Restated Stockholders Agreement, dated as of December 21, 1999,
among Buyer and the stockholders of Buyer attached hereto as EXHIBIT D (the
"STOCKHOLDERS AGREEMENT"), and such agreement shall be in full force and
effect at the Initial Closing;

                  (l) Each of the Executives shall have entered into the
Amended and Restated Registration Agreement, dated as of December 21, 1999,
among Buyer and the stockholders of Buyer attached hereto as EXHIBIT E (the
"REGISTRATION AGREEMENT"), and such agreement shall be in full force and
effect at the Initial Closing;

                  (m) Each of Executive and the Escrow Agent shall have
executed and delivered the Escrow Agreement, and the Escrow Agreement shall
be in full force and effect as of the Initial Closing and shall not have been
amended or modified;

                  (n) Buyer shall have received from Morgan, Miller & Blair,
counsel for Sellers and the Company, an opinion with respect to the matters
set forth in EXHIBIT F attached hereto, which shall be addressed to Buyer and
Buyer's lenders, dated as of the Initial Closing Date, and in form and
substance reasonably satisfactory to Buyer and Buyer's lenders;

                  (o) Buyer shall have received evidence (in form and
substance satisfactory to Buyer) that the Buy/Sell Agreement among certain of
the Company's stockholders shall have been terminated;

                  (p) The Company shall have obtained releases of all Liens
(other than any Permitted Liens) relating to the assets and properties of the
Company and the Company shall have obtained and delivered to Buyer and
Buyer's lenders payoff letters with respect to all Indebtedness for borrowed
money outstanding as of the Closing (in each case on terms and conditions
satisfactory to Buyer);

                  (q) Sellers and the Company shall have delivered to Buyer
copies of the Company's interim monthly and year-to-date financial statements
pursuant to Section 4.11 below. If the Closing Date falls on the 20th day of
a month or later, such interim financial statements shall report the
Company's consolidated results through the end of the month that immediately
precedes the month of the Initial Closing;

                  (r) Jordan shall have entered into the Option Agreement
with Buyer in the form of EXHIBIT G attached hereto;

                  (s) At the Initial Closing, Sellers at the Initial Closing
shall have delivered to Buyer (i) a certificate signed by the Company, dated
the date of the Initial Closing, stating that the conditions specified in
subsections (a) through (r) above (other than subsections (f), (g) and (n)
above) have been satisfied as of the Initial Closing; (ii) a certificate
signed by the Principal Stockholders and an authorized officer of the Company
indicating their good faith and best estimates


                                       15


of (A) the Closing Indebtedness, (B) the Closing Tax Liability, (C) Closing
Net Worth and (D) Closing Net Current Assets and the resulting Purchase
Price; (iii) copies of all Third-Party Approvals and Governmental Approvals;
(iv) certified copies of the resolutions of the Company's board of directors
authorizing the execution, delivery and performance of this Agreement and the
other agreements contemplated hereby and the consummation of the transactions
contemplated hereby and thereby; (v) the resignations, effective as of the
Initial Closing, of each director of the Company; (vi) good standing
certificates for each of the Company and its Subsidiaries from their
respective jurisdictions of incorporation and each jurisdiction in which the
Company and/or any of its Subsidiaries is qualified to do business as a
foreign corporation, in each case dated as of a recent date prior to the
Initial Closing Date; and (vii) such other documents or instruments as are
required to be delivered by Sellers or the Company at the Initial Closing
pursuant to the terms hereof or that Buyer reasonably requests prior to the
Initial Closing Date to effect the transactions contemplated hereby.

                  All actions and proceedings to be taken by Sellers and the
Company in connection with the consummation of the transactions contemplated
hereby and all certificates, opinions, instruments and other documents
required to effect the transactions contemplated hereby reasonably requested
by Buyer shall be reasonably satisfactory in form and substance to Buyer and
its special counsel. Any condition specified in this Section 3.1 may be
waived by Buyer if such waiver is set forth in a writing duly executed by
Buyer.

         3.2 CONDITIONS TO SELLERS' OBLIGATIONS. The obligation of Sellers to
consummate the transactions contemplated by this Agreement is subject to the
satisfaction of the following conditions at or prior to the Initial Closing:

                  (a) The representations and warranties made in Article VI
hereof shall be true and correct in all material respects at and as of the
Initial Closing Date, and Buyer shall have performed in all material respects
all the covenants and agreements required to be performed by Buyer hereunder
prior to the Initial Closing;

                  (b) All applicable waiting periods under the HSR Act shall
have expired or been otherwise terminated;

                  (c) No suit, action or other proceeding shall be pending
before any court or governmental or regulatory official, body or authority
wherein an unfavorable injunction, judgment, order, decree or ruling would
(i) prevent consummation of the transactions contemplated by this Agreement
or (ii) cause the transactions contemplated by this Agreement to be rescinded
following consummation, and no such injunction, judgment, order, decree or
ruling shall be in effect;

                  (d) Each of Buyer and the Escrow Agent shall have executed
and delivered the Escrow Agreement, and the Escrow Agreement shall be in full
force and effect as of the Initial Closing;


                                       16


                  (e) Buyer shall have executed and delivered the
Stockholders Agreement, and the Stockholders Agreement shall be in full force
and effect as of the Initial Closing;

                  (f) Buyer shall have executed and delivered the
Registration Agreement, and the Registration Agreement shall be in full force
and effect as of the Initial Closing;

                  (g) Buyer shall have executed and delivered each of the
Executive Purchase Agreements, and each of the Executive Purchase Agreements
shall be in full force and effect as of the Initial Closing; and

                  (h) At the Initial Closing, Buyer shall have delivered to
the Seller Representative (i) a certificate signed by Buyer, dated the date
of the Initial Closing, stating that the conditions specified in subsection
(a) through (c) above have been satisfied and that the waiting period under
the HSR Act has expired or been terminated, (ii) certified copies of the
resolutions of Buyer's board of directors authorizing the execution, delivery
and performance of this Agreement and the other agreements contemplated
hereby and the consummation of the transactions contemplated hereby and
thereby and (iii) such other documents or instruments as are required to be
delivered by Buyer at the Initial Closing pursuant to the terms hereof or
that Sellers reasonably request prior to the Initial Closing Date to effect
the transactions contemplated hereby.

                  All proceedings to be taken by Buyer in connection with the
consummation of the transactions contemplated hereby and all documents
required to be delivered by Buyer to effect the transactions contemplated
hereby reasonably requested by Sellers shall be reasonably satisfactory in
form and substance to Sellers. Any condition specified in this Section 3.2
may be waived if such waiver is set forth in a writing duly executed by each
Seller.

         3.3 CONDITION TO BUYER'S OBLIGATIONS AT SECOND CLOSING. The
obligation of Buyer to consummate the transaction contemplated by this
Agreement at the Second Closing is subject to the satisfaction of the
following conditions on or prior to the Second Closing Date:

                  (a)      The representations and warranties of the Seller at
the Second Closing in the third sentence of Section 5.2 shall be true and
correct as of the Second Closing Date, as though then made and as though the
Second Closing Date was substituted for the date of this Agreement throughout
such representations and warranties;

                  (b)      Buyer and the Company shall have received or obtained
all Governmental Approvals, if any, in each case on terms reasonably
satisfactory to Buyer;

                  (c)      No suit, action or other proceeding shall be pending
or threatened before any court or governmental or regulatory official, body or
authority or any arbitrator wherein an unfavorable injunction, judgment, order,
decree, ruling or charge would (i) prevent the performance or consummation of or
declare unlawful any of the transactions contemplated at the Second Closing,
(ii) cause any of the transactions contemplated at the Second Closing to be
rescinded following


                                       17


consummation or (iii) affect adversely the right of Buyer to own the Shares
sold at the Second Closing; and

                  (d)      At the Second Closing, the Seller at the Second
Closing shall have delivered to Buyer such documents and instruments (if any)
that Buyer reasonably requests prior to the Second Closing Date to effect the
transactions contemplated by the Second Closing.

                                   ARTICLE IV

                             [INTENTIONALLY OMITTED]


                                    ARTICLE V

                    REPRESENTATIONS AND WARRANTIES CONCERNING
                             THE COMPANY AND SELLERS

         As a material inducement to Buyer to enter into this Agreement and
consummate the transactions contemplated hereby, each Seller and the Company
hereby jointly and severally represents and warrants to Buyer that:

         5.1 ORGANIZATION, CORPORATE POWER AND LICENSES. Each Seller has full
power, authority and capacity to enter into this Agreement and the other
documents contemplated hereby to which such Seller is a party and to perform
his or its obligations hereunder and thereunder. With respect to each Seller
which holds its shares subject to a trust agreement, such trust agreement is
valid, existing and enforceable under the laws of the State of California and
provides its trustees with all necessary power and authority to execute,
deliver and perform its obligations under this Agreement and the other
agreements contemplated hereby to which it is a party. Each person executing
this Agreement and such other agreements contemplated hereby on behalf of any
Seller which is a trust is a duly appointed, qualified and acting trustee of
such Seller, with all requisite power and authority to execute, deliver and
perform all obligations of such Seller under this Agreement and such other
agreements contemplated hereby. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of
California and is qualified to do business in every jurisdiction in which its
ownership of property or conduct of business requires it to qualify. The
Company possesses all requisite corporate power and authority and all
licenses, permits and authorizations necessary to own and operate its
properties, to carry on its businesses as now conducted and presently
proposed to be conducted and to carry out the transactions contemplated by
this Agreement. The copies of the Company's articles of incorporation and
by-laws which have been furnished to Buyer or Buyer's special counsel reflect
all amendments made thereto at any time prior to the date of this Agreement
and are correct and complete. The minute books (containing the records of
meetings of the shareholders, the board of directors), the stock certificate
books and the stock record books of the Company are correct and complete in
all material respects. The Company is not in default under or in violation of
any provision of its articles of incorporation or by-laws. The


                                       18


attached OFFICERS AND DIRECTORS SCHEDULE sets forth a list all of the
officers and directors of the Company.

         5.2 CAPITAL STOCK AND RELATED MATTERS; TITLE TO SHARES. The entire
authorized capital stock of the Company consists of 10,000,000 shares of
Class A Common Stock, no par value per share, of which 2,450,000 shares are
issued and outstanding and 2,000,000 shares of Class B Non-Voting Common
Stock, no par value per share, of which 687,617 shares are issued and
outstanding. Sellers together constitute all of the record owners of, and
have good and marketable title to, all of the outstanding shares of common
stock of the Company, free and clear of all Encumbrances. Each Seller is the
record owner of and has good and marketable title to, the shares of common
stock of the Company set forth opposite such Seller's name on the SCHEDULE OF
SELLERS, free and clear of all Encumbrances. At the Closing, Sellers shall
sell to Buyer good and marketable title to the Shares, free and clear of all
Encumbrances. The Company does not have outstanding any stock or securities
convertible or exchangeable for any shares of its capital stock or containing
any profit participation features, nor any rights or options to subscribe for
or to purchase its capital stock or any stock or securities convertible into
or exchangeable for its capital stock or any stock appreciation rights or
phantom stock plan. The Company is not subject to any option or obligation
(contingent or otherwise) to repurchase or otherwise acquire or retire any
shares of its capital stock or any warrants, options or other rights to
acquire its capital stock. The Company has not violated any federal or state
securities laws in connection with the offer, sale or issuance of its capital
stock. Except as set forth on the CAPITAL STOCK SCHEDULE, all of the
outstanding shares of the Company's capital stock have been validly issued
and are fully paid and nonassessable. Except as set forth on the CAPITAL
STOCK SCHEDULE, there are no agreements between the Company's shareholders
with respect to the voting or transfer of the Company's capital stock or with
respect to any other aspect of the Company's affairs.

         5.3 AUTHORIZATION; NONCONTRAVENTION. The execution, delivery and
performance of this Agreement and all of the other agreements and instruments
contemplated hereby to which the Company or any Seller is a party have been
duly authorized by the Company and such Seller(s), as applicable, and no
other corporate act or other proceeding on the part of the Company, its board
of directors or any Seller is necessary to authorize the execution, delivery
or performance of this Agreement or the other agreements contemplated hereby
and the consummation of the transactions contemplated hereby or thereby. This
Agreement has been duly executed and delivered by each Seller and the Company
and constitutes a valid and binding obligation of each Seller and the
Company, enforceable in accordance with its terms, and each of the other
agreements and instruments contemplated hereby to which the Company or any
Seller is a party, when executed and delivered by the Company or such
Seller(s), as applicable, in accordance with the terms hereof and thereof,
shall each constitute a valid and binding obligation of such Person,
enforceable in accordance with its respective terms. Except as set forth on
the attached RESTRICTIONS SCHEDULE and except for any filing, notice or
authorization required pursuant to the HSR Act, the execution and delivery by
the Company and Sellers of this Agreement and all of the other agreements and
instruments contemplated hereby to which the Company or any Seller is a party
and the fulfillment of and compliance with the respective terms hereof and
thereof by the Company and Sellers do not and shall not (a) conflict with or
result in a breach of the terms, conditions or provisions of,


                                       19


(b) constitute a default under (whether with or without the passage of time,
the giving of notice or both), (c) result in the creation of any Lien upon
the Company's or any of its Subsidiaries' capital stock or assets pursuant
to, (d) give any third party the right to modify, terminate or accelerate any
obligation under, (e) result in a violation of, or (f) require any
authorization, consent, approval, exemption or other action of or by or
notice or declaration to, or filing with, any third party or any court or
administrative or governmental body or agency pursuant to, any Seller's or
the Company's or any of its Subsidiaries' charter documents, bylaws or other
constituent documents (including trust instruments), or any law, statute,
rule or regulation to which the Company or any of its Subsidiaries or any
Seller is subject, or any agreement, instrument, license, permit, order,
judgment or decree to which the Company or any of its Subsidiaries or any
Seller is subject. Neither the Company nor any of its Subsidiaries nor any
Seller is a party to or bound by any written or oral agreement or
understanding with respect to a Company Transaction other than this
Agreement, and each such Person has terminated all discussions with third
parties (other than with Buyer and its Affiliates) regarding Company
Transactions.

         5.4 SUBSIDIARIES. The attached SUBSIDIARY SCHEDULE correctly sets
forth the name of each Subsidiary of the Company, the jurisdiction of its
incorporation and the Persons owning the outstanding capital stock of such
Subsidiary. Each Subsidiary is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation, possesses
all requisite corporate power and authority and all material licenses,
permits and authorizations necessary to own its properties and to carry on
its businesses as now being conducted and as presently proposed to be
conducted and is qualified to do business in every jurisdiction in which its
ownership of property or the conduct of business requires it to qualify. All
of the outstanding shares of capital stock of each Subsidiary are validly
issued, fully paid and nonassessable, and all such shares are owned by the
Company free and clear of all Encumbrances. Except as set forth on the
attached SUBSIDIARY SCHEDULE, neither the Company nor any of its Subsidiaries
owns or holds the right to acquire any shares of stock or any other security
or interest in any other Person or has any obligation to make any Investment
in any Person. The attached OFFICERS AND DIRECTORS SCHEDULE sets forth a list
all of the officers and directors of each of the Company's Subsidiaries.

         5.5 FINANCIAL STATEMENTS. Attached hereto as the FINANCIAL
STATEMENTS SCHEDULE are the following financial statements:

                  (a) the reviewed consolidated balance sheet of the Company
and its Subsidiaries as of, December 31, 1998 and December 31, 1997, and the
related statements of income and cash flows (or the equivalent) for the
fiscal years then ended; and

                  (b) the unaudited consolidated balance sheet of the Company
and its Subsidiaries as of December 31, 1999 (the "LATEST BALANCE SHEET"),
and the related statements of income and cash flows (or the equivalent) for
the twelve-month period then ended.

Each of the foregoing financial statements (including in all cases the notes
thereto, if any) is accurate and complete, is consistent with the books and
records of the Company and its Subsidiaries (which, in turn, are accurate and
complete), fairly presents the financial condition and operating results of


                                       20


the Company and its Subsidiaries and has been prepared in accordance with
GAAP consistently applied throughout the periods covered thereby, subject in
the case of the unaudited financial statements to the absence of footnote
disclosures (none of which footnote disclosures would, alone or in the
aggregate, be materially adverse to the business, operations, assets,
liabilities, financial condition, operating results, value, cash flow or net
worth of the Company and its Subsidiaries taken as a whole).

         5.6 ACCOUNTS RECEIVABLE. Except as set forth on the attached
ACCOUNTS RECEIVABLE SCHEDULE, all accounts and notes receivable reflected on
the Latest Balance Sheet and all accounts and notes receivable to be
reflected on the Closing Balance Sheet (net of allowances for doubtful
accounts as reflected thereon and as determined in accordance with GAAP) are
or shall be valid receivables arising in the ordinary course of business and
are or shall be current and collectible at the aggregate recorded amount
therefor as shown on the Latest Balance Sheet and on the Closing Balance
Sheet, as the case may be (net of allowances for doubtful accounts as
reflected thereon and as determined in accordance with GAAP). No Person has
any Lien on such receivables or any part thereof, and no agreement for
deduction, free goods, discount or other deferred price or quantity
adjustment has been made with respect to any such receivables.

         5.7 INVENTORY. All of the Company's and its Subsidiaries' inventory
consists of a quantity and quality usable and salable in the ordinary course
of business consistent with past practice, is not obsolete, defective,
damaged or slow-moving, is merchantable and fit for its intended use, and is
being actively marketed in normal commercial channels and in normal
commercial quantities, subject only to the reserves for inventory write-down
set forth on the face of the Latest Balance Sheet and the Closing Balance
Sheet (rather than the notes thereto) and as determined in accordance with
GAAP.

         5.8 ABSENCE OF UNDISCLOSED LIABILITIES. Except as set forth on the
attached LIABILITIES SCHEDULE, neither the Company nor any of its
Subsidiaries has or will have any obligation or liability (whether accrued,
absolute, contingent, unliquidated or otherwise, whether or not known to the
Company or any of its Subsidiaries, whether due or to become due and
regardless of when or by whom asserted) arising out of any transaction
entered at or prior to the date hereof, or any action or inaction at or prior
to the date hereof, or any state of facts existing at or prior to the date
hereof, other than (a) liabilities reflected on the Latest Balance Sheet, (b)
liabilities and obligations which have arisen after the date of the Latest
Balance Sheet in the ordinary course of business (none of which is a
liability for breach of contract, breach of warranty, tort, infringement,
violation of law, claim or lawsuit), (c) obligations under contracts and
commitments described on the attached CONTRACTS SCHEDULE or under contracts
and commitments entered into in the ordinary course of business consistent
with past practice which are not required to be disclosed on such Schedule
pursuant to Section 5.12 below (but not liabilities for any breach of any
such contract or commitment occurring on or prior to the Initial Closing
Date), and (d) other liabilities and obligations expressly disclosed in the
other Schedules referred to in this Article V.

         5.9 NO MATERIAL ADVERSE EFFECT. Since December 31, 1999 there has
occurred no fact, event or circumstance which has had or would reasonably be
expected to have a Material Adverse


                                       21


Effect. Since December 31, 1999, each of the Company and its Subsidiaries has
conducted its business only in the ordinary course of business consistent
with past practice.

         5.10 ABSENCE OF CERTAIN DEVELOPMENTS. Except as set forth on the
attached DEVELOPMENTS SCHEDULE, since December 31, 1998, neither the Company
nor any of its Subsidiaries has:

                  (a) issued any notes, bonds or other debt securities or any
capital stock or other equity securities or any securities or rights
convertible, exchangeable or exercisable into any capital stock or other
equity securities;

                  (b) borrowed any amount or incurred or become subject to
any material liabilities, except current liabilities incurred in the ordinary
course of business consistent with past practice;

                  (c) discharged or satisfied any material Lien or paid any
material obligation or liability, other than current liabilities paid in the
ordinary course of business;

                  (d) declared, set aside or made any payment or distribution
of cash (including so-called "tax distributions") or other property to any of
its shareholders with respect to such shareholder's capital stock or
otherwise, or purchased, redeemed or otherwise acquired any shares of its
capital stock or other equity securities (including any warrants, options or
other rights to acquire its capital stock or other equity);

                  (e) mortgaged or pledged any of its properties or assets or
subjected them to any Lien, except for Permitted Liens;

                  (f) sold, assigned, transferred, leased, licensed or
otherwise encumbered any of its tangible assets, except in the ordinary
course of business consistent with past practice, or canceled any material
debts or claims;

                  (g) sold, assigned, transferred, leased, licensed or
otherwise encumbered any Intellectual Property Rights, disclosed any
proprietary confidential information to any Person (other than to Buyer and
its Affiliates and other than in the ordinary course of business consistent
with past practice in circumstances in which it has imposed reasonable
confidentiality restrictions), or abandoned or permitted to lapse any
Intellectual Property Rights;

                  (h) made or granted any bonus or any wage or salary
increase to any employee or group of employees (except as required by
pre-existing contracts described on the attached CONTRACTS SCHEDULE); or
entered into, amended or terminated any collective bargaining agreement or
other employment agreement; or made or granted any increase in any employee
benefit plan or arrangement; or amended or terminated any existing employee
benefit plan or arrangement; or adopted any new employee benefit plan or
arrangement;


                                       22



              (i)   implemented any plant closing or other layoff of employees
that could implicate the Worker Adjustment and Retraining Notification Act, as
amended, or any similar foreign, state or local law, regulation or ordinance;

              (j)   suffered any extraordinary losses or waived any rights of
material value (whether or not in the ordinary course of business or consistent
with past practice) in excess of $10,000 in the aggregate;

              (k)   made capital expenditures or commitments therefor that
amount in the aggregate to more than $10,000;

              (l)   delayed or postponed the payment of any accounts payable or
commissions or any other liability or obligation or agreed or negotiated with
any party to extend the payment date of any accounts payable or commissions or
any other liability or obligation or accelerated the collection of (or
discounted) any accounts or notes receivable other than in accordance with past
practice;

              (m)   made any loans or advances to, guaranties for the benefit
of, or any Investments in, any Person (other than advances to the Company's or
its Subsidiaries' employees in the ordinary course of business consistent with
past practice);

              (n)   made any charitable contributions or pledges exceeding in
the aggregate $5,000 or made any political contributions;

              (o)   suffered any damage, destruction or casualty loss exceeding
in the aggregate $10,000, whether or not covered by insurance;

              (p)   made any change in any method of accounting or accounting
policies or made any write-down in the value of its inventory that is material
or that is other than in the usual, regular and ordinary course of business
consistent with past practice or reversed any accruals (whether or not in the
ordinary course of business or consistent with past practice);

              (q)   made any Investment in or taken any steps to incorporate
any Subsidiary;

              (r)   amended its articles of incorporation, by-laws or other
organizational documents;

              (s)   entered into, amended or terminated any agreement or
arrangement prohibiting or restricting it from freely engaging in any business
or otherwise restricting the conduct of its business anywhere in the world;

              (t)   taken any action or failed to take any action that has, had
or would reasonably be expected to have the effect of accelerating to
pre-Closing periods sales to the trade or other customers that would otherwise
be expected to occur after the Closing;


                                       23


              (u)   entered into, amended or terminated any contract other than
in the ordinary course of business consistent with past practice, entered into
any other material transaction, whether or not in the ordinary course of
business or consistent with past practice, or materially changed any business
practice; or

              (v)   agreed, whether orally or in writing, to do any of the
foregoing.

      5.11    ASSETS.

              (a)   Except as set forth on the attached ASSETS SCHEDULE, the
Company or one of its Subsidiaries has good and marketable title to, or a valid
leasehold interest in, all properties and assets used by it, located on its
premises or shown on the Latest Balance Sheet or acquired after the date
thereof, free and clear of all Liens (other than properties and assets disposed
of for fair consideration in the ordinary course of business since the date of
the Latest Balance Sheet and except for Liens disclosed on the Latest Balance
Sheet (including any notes thereto) and Liens for current property taxes not
yet due and payable and Permitted Liens). The Company and each of its
Subsidiaries owns, has a valid leasehold interest in or has the valid and
enforceable right to use all assets, tangible or intangible, necessary for the
conduct of its business(es) as presently conducted and as presently proposed to
be conducted. Except as set forth on the attached ASSETS SCHEDULE, all of the
Company's and its Subsidiaries' buildings (including all components of such
buildings, structures and other improvements), equipment, machinery, fixtures,
improvements and other tangible assets (whether owned or leased) are in good
condition and repair (ordinary wear and tear excepted) and are fit for use in
the ordinary course of the Company's and such Subsidiaries' business as
presently conducted and as presently proposed to be conducted. All such assets
have been installed and maintained in all material respects in accordance with
all applicable laws, regulations and ordinances. The attached ASSETS SCHEDULE
sets forth and describes in reasonable detail the actual out-of-pocket capital
expenditures (as determined in accordance with GAAP) made by the Company and
its Subsidiaries for the years ended December 31, 1998 and December 31, 1999.

              (b)   The LEASED REAL PROPERTY SCHEDULE attached hereto contains
a complete list of all real property leased or subleased by the Company or any
of its Subsidiaries (individually "LEASED REAL PROPERTY" and collectively, the
"LEASED REALTY"). Neither the Company nor any of its Subsidiaries owns any real
property or possesses any right to acquire any real property. The Company or
one of its Subsidiaries has a valid leasehold interest in each Leased Real
Property, subject only to Permitted Liens. The Company has previously delivered
to Buyer's special counsel complete and accurate copies of each of the leases
for the Leased Realty (the "REALTY LEASES"). With respect to each Realty Lease:
(i) the Realty Lease is legal, valid, binding, enforceable and in full force
and effect; (ii) neither the Company nor any of its Subsidiaries nor any other
party to the Realty Lease is in breach or default, and no event has occurred
which, with notice or lapse of time or both, would constitute such a breach or
default or permit termination, modification or acceleration under the Realty
Lease; (iii) no party to the Realty Lease has repudiated any provision thereof;
(iv) there are no disputes, oral agreements or forbearance programs in effect
as to the Realty Lease; (v) the Realty Lease has not been modified in any
respect, except to the extent that such modifications are disclosed by the
documents delivered to Buyer; and (vi) neither the Company nor any of its


                                       24


Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or
encumbered any interest in the Realty Lease.

      5.12    CONTRACTS AND COMMITMENTS.

              (a)   Except as expressly contemplated by this Agreement or as
set forth on the attached CONTRACTS SCHEDULE, neither the Company nor any of
its Subsidiaries is a party to or bound by any written or oral:

                    (i)    pension, profit sharing, stock option, employee
stock purchase or other plan or arrangement providing for deferred or other
compensation to employees, former employees or consultants, or any other
employee benefit plan or arrangement, or any collective bargaining agreement or
any other contract with any labor union, or severance agreements, programs,
policies or arrangements;

                    (ii)   contract for the employment of any officer,
individual employee or other Person on a full-time, part-time, consulting or
other basis or relating to loans to officers, directors or Affiliates;

                    (iii)  contract under which the Company or any of its
Subsidiaries has advanced or loaned any other Person amounts in the aggregate
exceeding $10,000;

                    (iv)   agreement or indenture relating to borrowed money or
other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on
any material asset or material group of assets of the Company or any of its
Subsidiaries;

                    (v)    Guaranty, performance bond or similar agreement;

                    (vi)   lease or agreement under which the Company or any of
its Subsidiaries is lessee of or holds or operates any property, real or
personal, owned by any other party, except for any lease of real or personal
property under which the aggregate annual rental payments do not exceed $10,000;

                    (vii)  lease or agreement under which the Company or any of
its Subsidiaries is lessor of or permits any third party to hold or operate any
property, real or personal, owned or controlled by the Company or any of its
Subsidiaries;

                    (viii) contract or group of related contracts with the same
party or group of affiliated parties the performance of which involves
consideration in the aggregate in excess of $10,000, other than purchase and
sales orders incurred in the ordinary course of business;

                    (ix)   assignment, license, indemnification or agreement
with respect to any intangible property (including any Intellectual Property
Rights);


                                       25


                    (x)    warranty agreement with respect to its services
rendered or its products sold or leased;

                    (xi)   agreement under which it has granted any Person any
registration rights (including demand or piggyback registration rights);

                    (xii)  sales, distribution, supply or franchise agreement;

                    (xiii) agreement with a term of more than six months which
is not terminable by the Company or any of its Subsidiaries upon less than 30
days' notice without penalty and involves a consideration in excess of $10,000
annually;

                    (xiv)  contract regarding voting, transfer or other
arrangements related to the Company's capital stock or warrants, options or
other rights to acquire any of the Company's capital stock;

                    (xv)   contract or agreement prohibiting it from freely
engaging in any business or competing anywhere in the world; or

                    (xvi)  any other agreement which is material to its
operations and business prospects or involves a consideration in excess of
$25,000 annually.

              (b)   All of the contracts, leases, agreements and instruments
set forth or required to be set forth on the CONTRACTS SCHEDULE are valid,
binding and enforceable in accordance with their respective terms and shall be
in full force and effect without penalty in accordance with their terms upon
consummation of the transactions contemplated hereby. Except as set forth on
the CONTRACTS SCHEDULE, (i) each of the Company and its Subsidiaries has
performed all obligations required to be performed by it and is not in default
under or in breach of nor in receipt of any claim of default or breach under
any contract, lease, agreement or instrument to which the Company or any of its
Subsidiaries is subject, including but not limited to, any provisions in any
contract, agreement or instrument concerning the Company's or its Subsidiaries'
status as a Minority Owned Business Enterprise; (ii) no event has occurred
which with the passage of time or the giving of notice or both would result in
a default, breach or event of noncompliance by the Company or any of its
Subsidiaries under any contract, lease, agreement or instrument to which the
Company or any of its Subsidiaries is subject; (iii) neither the Company nor
any of its Subsidiaries has any present expectation or intention of not fully
performing all such obligations; (iv) no partially-filled or unfilled customer
purchase order or sales order is subject to cancellation or any other material
modification by the other party thereto or is subject to any penalty, right of
set-off or other charge by the other party thereto for late performance or
delivery; and (v) neither the Company nor any Seller has knowledge of any
breach or anticipated breach by the other parties to any contract, lease,
agreement, instrument or commitment to which they are parties. Neither the
Company nor any of its Subsidiaries is a party to any contract, agreement or
commitment the performance of which could reasonably be expected to have a
Material Adverse Effect.


                                       26


              (c)   Buyer or Buyer's counsel has been supplied with a true and
correct copy of each of the written instruments, plans, contracts and
agreements and an accurate description of each of the oral arrangements,
contracts and agreements which are referred to on the attached CONTRACTS
SCHEDULE, together with all amendments, waivers or other changes thereto.

      5.13    INTELLECTUAL PROPERTY RIGHTS.

              (a)   The attached INTELLECTUAL PROPERTY SCHEDULE contains a
complete and accurate list of all (i) patented or registered Intellectual
Property Rights owned or, to the Company's or any Seller's knowledge, used by
the Company or any of its Subsidiaries, (ii) pending patent applications and
applications for other registrations of Intellectual Property Rights filed by
or on behalf of the Company or any of its Subsidiaries, and (iii) material
unregistered Intellectual Property Rights owned or used by the Company or any
of its Subsidiaries. The attached INTELLECTUAL PROPERTY SCHEDULE also contains
a complete and accurate list of all licenses and other rights granted by the
Company or any of its Subsidiaries to any third party with respect to any
Intellectual Property Rights and all licenses and other rights granted by any
third party to the Company or any of its Subsidiaries with respect to any
Intellectual Property Rights, in each case identifying the subject Intellectual
Property Rights. The Company or one of its Subsidiaries owns and possesses all
right, title and interest to, or has the right to use pursuant to a valid and
enforceable license, all Intellectual Property Rights necessary for the
operation of the businesses of the Company and its Subsidiaries as presently
conducted and as presently proposed to be conducted, free and clear of all
Liens. Without limiting the generality of the foregoing, the Company or one of
its Subsidiaries owns and possesses all right, title and interest in and to all
Intellectual Property Rights created or developed by the Company's and its
Subsidiaries' employees and independent contractors or under the direction or
supervision of the Company's and its Subsidiaries' employees or independent
contractors relating to the businesses of the Company and its Subsidiaries or
to the actual or demonstratively anticipated research or development conducted
by the Company and its Subsidiaries. Except as set forth on the attached
INTELLECTUAL PROPERTY SCHEDULE, the loss or expiration of any Intellectual
Property Right or related group of Intellectual Property Rights owned or used
by the Company or any of its Subsidiaries has not had and would not reasonably
be expected to have a Material Adverse Effect, and no loss or expiration of any
Intellectual Property Right is threatened, pending or, to the Company's or any
Seller's knowledge, reasonably foreseeable. The Company and each of its
Subsidiaries has taken all necessary steps to maintain and protect the
Intellectual Property Rights which it owns and uses. To the Company's and each
Seller's knowledge, the owners of any Intellectual Property Rights licensed to
the Company and its Subsidiaries have taken commercially reasonable action to
maintain and protect the Intellectual Property Rights which are subject to such
licenses.

              (b)   Except as set forth on the attached INTELLECTUAL PROPERTY
SCHEDULE, (i) there have been no claims made against the Company or any of its
Subsidiaries asserting the invalidity, misuse or unenforceability of any of the
Intellectual Property Rights owned or used by the Company or any of its
Subsidiaries and, to the Company's and each Seller's knowledge, there is no
basis for any such claim, (ii) neither the Company nor any Seller has received
any notices of, and has no knowledge of any facts which indicate a likelihood
of, any infringement or misappropriation by, or conflict with, any third party
with respect to any Intellectual Property Rights (including any demand


                                       27


or request that the Company or any of its Subsidiaries license any rights from
a third party), (iii) the conduct of the Company's and its Subsidiaries'
businesses has not infringed, misappropriated or conflicted with and does not
infringe, misappropriate or conflict with any Intellectual Property Rights of
other Persons, and (iv) to the Company's and each Seller's knowledge, the
Intellectual Property Rights owned by or licensed to the Company and its
Subsidiaries have not been infringed, misappropriated or conflicted by other
Persons. The transactions contemplated by this Agreement will not have a
Material Adverse Effect on the Company's or any of its Subsidiaries' right,
title or interest in and to the Intellectual Property Rights listed on the
INTELLECTUAL PROPERTY SCHEDULE and all of such Intellectual Property Rights
shall be owned or available for use by the Company and its Subsidiaries on
identical terms and conditions immediately after the Closing.

              (c)   Except as disclosed on the INTELLECTUAL PROPERTY SCHEDULE,
none of the computer software, computer firmware, computer hardware (whether
general or special purpose) or other similar or related computer systems or
software that are used or relied on by Company or any of its Subsidiaries in
the conduct of its business will malfunction, will cease to function, will
generate incorrect data or will produce incorrect results when processing,
providing or receiving (i) date-related data from, into and between the
twentieth and twenty-first centuries or (ii) date-related data in connection
with any valid date in the twentieth and twenty-first centuries.

      5.14    LITIGATION.  Except as set forth on the attached LITIGATION
SCHEDULE, there are no (and, during the three years preceding the date hereof,
there have not been any) actions, suits, proceedings (including any arbitration
proceedings), orders, investigations or claims pending or, to the Company's or
any Seller's knowledge, threatened against or affecting the Company or any of
its Subsidiaries (or to the Company's or any Seller's knowledge, pending or
threatened against or affecting any of the officers, directors or employees of
the Company or any of its Subsidiaries with respect to their business or
proposed business activities), or pending or threatened by the Company or any
of its Subsidiaries against any Person, at law or in equity, or before or by
any governmental department, commission, board, bureau, agency or
instrumentality (including any actions, suits, proceedings or investigations
with respect to the transactions contemplated by this Agreement); neither the
Company nor any of its Subsidiaries is subject to any arbitration proceedings
under collective bargaining agreements or otherwise or any governmental
investigations or inquiries; and, to the Company's and each Seller's knowledge,
there is no basis for any of the foregoing. The foregoing includes, without
limitation, actions pending or threatened involving the prior employment of any
of the Company's or its Subsidiaries' employees, their use in connection with
the Company's or its Subsidiaries' businesses of any information or techniques
allegedly proprietary to any of their former employers or their obligations
under any agreements with prior employers. The Company and its Subsidiaries are
fully insured with respect to each of the matters set forth on the attached
LITIGATION SCHEDULE. Neither the Company nor any of its Subsidiaries is subject
to any judgment, order or decree of any court or other governmental agency, and
neither the Company nor any of its Subsidiaries has received any opinion or
memorandum or advice from legal counsel to the effect that it is exposed, from
a legal standpoint, to any material liabilities. There are no actions, suits,
proceedings (including any arbitration proceedings), orders, investigations or
claims pending or, to the Company's or any Seller's knowledge, threatened
against or affecting any Seller or the Company


                                       28


or any of its Subsidiaries in which it is sought to restrain or prohibit or to
obtain damages or other relief in connection with the transactions contemplated
hereby.

      5.15    COMPLIANCE WITH LAWS. Except as set forth on the attached
COMPLIANCE SCHEDULE:

              (a)   Each of the Company and its Subsidiaries has complied and
is in compliance with all applicable laws, ordinances, codes, rules,
requirements and regulations of foreign, federal, state and local governments
and all agencies thereof relating to the operation of its business and the
maintenance and operation of its properties and assets. No notices have been
received by and no claims have been filed against the Company or any of its
Subsidiaries alleging a violation of any such laws, ordinances, codes, rules,
requirements or regulations. Neither the Company nor any of its Subsidiaries
has made any bribes, kickback payments or other similar payments of cash or
other consideration, including payments to customers or clients or employees of
customers or clients for purposes of doing business with such Persons.

              (b)   Each of the Company and its Subsidiaries holds and is in
compliance with all permits, licenses, bonds, approvals, certificates,
registrations, accreditations and other authorizations of all foreign, federal,
state and local governmental agencies required for the conduct of its business
and the ownership of its properties (including as the same relate to
Environmental and Safety Requirements and status as a Minority Owned Business
Enterprise); and the attached PERMITS SCHEDULE sets forth a list of all of such
material permits, licenses, bonds, approvals, certificates, registrations,
accreditations and other authorizations. No notices have been received by the
Company or any of its Subsidiaries alleging the failure to hold any of the
foregoing. All of such permits, licenses, bonds, approvals, accreditations,
certificates, registrations and authorizations will be available for use by the
Company and its Subsidiaries immediately after the Initial Closing.

      5.16    ENVIRONMENTAL AND SAFETY MATTERS. Except as set forth on the
attached ENVIRONMENTAL SCHEDULE:

              (a)   Each of the Company and its Subsidiaries has complied with
and is in compliance with all Environmental and Safety Requirements (including
without limitation all permits and licenses required thereunder). Neither the
Company nor any of its Subsidiaries have received any oral or written notice,
report or information regarding any actual or alleged violation of
Environmental and Safety Requirements or any liabilities or potential
liabilities (contingent or otherwise), including any investigatory, corrective
or remedial obligations relating to it or its facilities arising under
Environmental and Safety Requirements.

              (b)   Neither this Agreement nor the consummation of the
transactions contemplated hereby will result in any obligations for site
investigation or cleanup, or notification to or consent of any government
agencies or third parties under any Environmental and Safety Requirements
(including any so called "transaction-triggered" or "responsible property
transfer" laws and regulations).


                                       29


              (c)   None of the following exists at any property or facility
owned, occupied or operated by the Company or any of its Subsidiaries: (i)
underground storage tanks; (ii) asbestos-containing material in any form or
condition; (iii) materials or equipment containing polychlorinated biphenyls;
or (iv) landfills, surface impoundments or other disposal areas.

              (d)   Neither the Company nor any of its Subsidiaries nor any of
their respective predecessors or affiliates has treated, stored, disposed of,
arranged for or permitted the disposal of, transported, handled or released any
substance (including any hazardous substance) or owned, occupied or operated
any facility or property (and no such property or facility is contaminated by
any such substance) in a manner that has given or could give rise to any
liabilities (including any liability for response costs, corrective action
costs, personal injury, natural resource damages, property damage or attorneys
fees or any investigative, corrective or remedial obligations) pursuant to
CERCLA or any other Environmental and Safety Requirements.

              (e)   Neither the Company nor any of its Subsidiaries has, either
expressly or by operation of law, assumed or undertaken any liability or
corrective, investigatory or remedial obligation of any other Person relating
to any Environmental and Safety Requirements.

              (f)   The Company and each of its Subsidiaries have furnished to
Buyer all environmental audits, reports and other material environmental
documents in their possession, custody or control that relate to the Company
and its Subsidiaries and any of their facilities.

      5.17    EMPLOYEES. The attached EMPLOYEES SCHEDULE correctly sets forth
the name and current annual salary of each of the Company's and any of its
Subsidiaries' employees receiving more than $50,000 in annual compensation and
whether any employees are absent from active employment, including, but not
limited to, leave of absence or disability. Except as set forth on the attached
EMPLOYEES SCHEDULE, (a) neither the Company nor any of its Subsidiaries is
aware that any executive or key employee of the Company or any of its
Subsidiaries or any group of employees of the Company or any of its
Subsidiaries have any plans to terminate employment with the Company or any of
its Subsidiaries; (b) the Company and each of its Subsidiaries have complied
with all laws relating to the employment of labor (including provisions thereof
relating to wages, hours, equal opportunity, collective bargaining and the
payment of social security and other Taxes), and neither the Company nor any of
its Subsidiaries is aware that it has any labor relations problems (including
any union organization or decertification activities, threatened or actual
strikes or work stoppages or material grievances); and (c) neither the Company
or any of its Subsidiaries nor, to the best of the Company's and each Seller's
knowledge, any of their respective employees are subject to any noncompete,
nondisclosure, confidentiality, employment, consulting or similar agreements
relating to, affecting or in conflict with the present or proposed business
activities of the Company or any of its Subsidiaries, except for agreements
between the Company or its Subsidiaries and their present and former employees.
The EMPLOYEES SCHEDULE sets forth the bonuses paid and reasonably expected to
be paid to the Company's and its Subsidiaries' officers and employees for the
fiscal years ended December 31, 1998 and December 31, 1999.


                                       30


      5.18    EMPLOYEE BENEFIT PLANS.

              (a)   The attached EMPLOYEE BENEFITS SCHEDULE sets forth an
accurate and complete list of each "employee benefit plan" (as such term is
defined in Section 3(3) of ERISA) and each other employee benefit plan, program
or arrangement providing benefits to current or former employees (including any
bonus plan, plan for deferred compensation, retirement, severance, sick leave,
employee health or other welfare benefit plan or other arrangement), at any
time maintained, sponsored, or contributed to by the Company, or with respect
to which the Company has any liability or potential liability. Each such item
listed on the attached EMPLOYEE BENEFITS SCHEDULE is referred to herein as a
"PLAN."

              (b)   The Company does not have any obligation to contribute to
(or any other liability, including current or potential withdrawal liability,
with respect to) any "Multiemployer plan" (as defined in Section 3(37) of
ERISA) or any employee benefit plan which is a "defined benefit plan" (as
defined in Section 3(35) of ERISA), whether or not terminated.

              (c)   The Company does not have any obligation under any Plan or
otherwise to provide medical, health, life insurance or other welfare-type
benefits to current or future retired or terminated employees (except for
limited continued medical benefit coverage required to be provided under
Section 4980B of the Code or as required under applicable state law).

              (d)   Except as set forth on the EMPLOYEE BENEFITS SCHEDULE under
the heading "Profit Sharing Plans," the Company does not maintain, contribute
to or have any liability or potential liability under (or with respect to) any
employee benefit plan which is a "defined contribution plan" (as defined in
Section 3(34) of ERISA), whether or not terminated.

              (e)   For purposes of this Section 5.18, the term "Company"
includes all entities treated as a single employer with the Company pursuant to
Section 414 of the Code.

              (f)   With respect to the Plans, all required or recommended (in
accordance with historical practices) payments, premiums, contributions,
reimbursements or accruals for all periods ending prior to or as of the Closing
shall have been made or properly accrued on the Latest Balance Sheet. None of
the Plans has any unfunded liabilities which are not reflected on the Latest
Balance Sheet.

              (g)   The Plans and all related trusts, insurance contracts and
funds have been maintained, funded and administered in compliance in all
material respects with their terms and with the applicable provisions of ERISA,
the Code and other applicable laws. Neither the Company nor any trustee or
administrator of any Plan has engaged in any transaction with respect to the
Plans which would subject the Company or any trustee or administrator of the
Plans, or any party dealing with any such Plan, nor do the transactions
contemplated by this Agreement constitute transactions which would subject any
such party, to either a civil penalty assessed pursuant to Section 502(i) of
ERISA or the tax or penalty on prohibited transactions imposed by Section 4975
of the Code. No actions, suits or claims with respect to the assets of the
Plans (other than routine claims for benefits) are pending or, to the Company's
or any Seller's knowledge, threatened which could result in or


                                       31


subject the Company to any liability and there are no circumstances which would
give rise to or be expected to give rise to any such actions, suits or claims.
No liability to the Pension Benefit Guaranty Corporation or otherwise under
Title IV of ERISA has been or could be incurred by the Company.

              (h)   Each of the Plans which is intended to be qualified under
Section 401(a) of the Code has received a favorable determination from the
Internal Revenue Service that such plan is qualified under Section 401(a) of
the Code, and there are no circumstances which would adversely affect the
qualified status of any such Plan.

                    (i)   The Company has provided Buyer with true and complete
copies of all documents pursuant to which the Plans are maintained, funded and
administered, and the most recent annual reports (Form 5500 and attachments)
for the Plans.

      5.19    INSURANCE. The attached INSURANCE SCHEDULE contains a description
of each insurance policy maintained by the Company and its Subsidiaries with
respect to its properties, assets and businesses setting forth the type of
coverage, the annual premiums, deductibles and coverage amounts therefor and an
indication whether such policy is on a "claims made" or "incurrence" basis, and
each such policy is in full force and effect as of the Initial Closing. Neither
the Company nor any of its Subsidiaries is in default with respect to its
obligations under any insurance policy maintained by it, and neither the
Company nor any of its Subsidiaries has been denied insurance coverage. The
insurance coverage of the Company and its Subsidiaries is of a kind and type
routinely carried by corporations of similar size engaged in similar lines of
business. Except as set forth on the INSURANCE SCHEDULE, neither the Company
nor any of its Subsidiaries have any self-insurance or co-insurance programs,
and the reserves set forth on the Latest Balance Sheet are adequate (and the
reserves to be set forth on the Company's books and records as of the Initial
Closing will be adequate) to cover all anticipated liabilities with respect to
any such self-insurance or co-insurance programs.

      5.20    TAX MATTERS.

              (a)   The Company, each Subsidiary and each Affiliated Group has
timely filed all Tax Returns required to be filed by it, each such Tax Return
has been prepared in compliance with all applicable laws and regulations, and
all such Tax Returns are true and accurate. All Taxes due and payable by the
Company and its Subsidiaries have been paid and the Company and its
Subsidiaries have withheld and paid over to the appropriate taxing authority
all Taxes which they are required to withhold from amounts paid or owing to any
employee, stockholder, creditor or other third party. All Taxes accrued but not
yet due are accrued on the Latest Balance Sheet and will be accrued on the
Closing Balance Sheet. The charges, accruals and reserves for Taxes with
respect to the Company and each Subsidiary for any Tax period (or portion
thereof) ending on or before the Initial Closing Date (excluding any provision
for deferred income taxes) to be reflected on the Closing Balance Sheet will be
adequate to cover such Taxes.

              (b)   Except as set forth on the attached TAXES SCHEDULE:


                                       32



                           (i) neither the Company nor any of its Subsidiaries
has requested or been granted an extension of the time for filing any Tax Return
which has not yet been filed;

                           (ii) neither the Company nor any of its Subsidiaries
has consented to extend to a date later than the date hereof the time in which
any Tax may be assessed or collected by any taxing authority;

                           (iii) no deficiency or proposed adjustment which has
not been settled or otherwise resolved for any amount of Tax has been proposed,
asserted or assessed by any taxing authority against the Company or any
Subsidiary;

                           (iv) the Company's and its Subsidiaries' Tax returns
have never been audited and there is no action, suit, taxing authority
proceeding or audit now in progress, pending or, to the Company's or any
Seller's knowledge, threatened against or with respect to the Company or any
Subsidiary;

                           (v) the Company does not reasonably expect any taxing
authority to claim or assess any amount of additional Taxes against the Company
or any Subsidiary;

                           (vi) no claim has ever been made by a taxing
authority in a jurisdiction where the Company or any Subsidiary, respectively,
does not file Tax Returns claiming that the Company or any Subsidiary,
respectively, is or may be subject to Taxes assessed by such jurisdiction;

                           (vii) neither the Company nor any Subsidiary has made
any election under Section 341(f) of the Code (or any corresponding provision of
state, local or foreign income Tax law);

                           (viii) there are no Liens for Taxes (other than for
current Taxes not yet due and payable) upon the assets of the Company or any of
its Subsidiaries;

                           (ix) neither the Company nor any of its Subsidiaries
will be required (A) as a result of a change in method of accounting for a
taxable period ending on or prior to the Initial Closing Date, to include any
adjustment in taxable income for any taxable period (or portion thereof) ending
after the Closing Date, (B) as a result of any "closing agreement," as described
in Section 7121 of the Code (or any corresponding provision of state, local or
foreign income Tax law), to include any item of income in, or exclude any item
of deduction from, taxable income for any taxable period (or portion thereof)
ending after the Initial Closing Date, (C) as a result of any sale reported on
the installment method, to include in taxable income any amount from a sale in a
taxable period ending on or prior to the Initial Closing Date, or (D) as a
result of any prepaid amount received in a taxable period ending on or prior to
the Closing Date, to include in taxable income such amount (or portion thereof)
for any taxable period (or portion thereof) ending after the Initial Closing
Date;


                                      33


                           (x) neither the Company nor any of its Subsidiaries
is a party to or bound by any Tax allocation or Tax sharing agreement and has no
current or potential contractual obligation to indemnify any other Person with
respect to Taxes; and

                           (xi) Buyer will not be required to deduct and
withhold any amount pursuant to Section 1445(a) of the Code upon the transfer of
any cash or property pursuant to this Agreement.

         5.21 BROKERAGE AND TRANSACTION BONUSES. Except for brokerage fees set
forth on the attached BROKERAGE SCHEDULE, there are no claims for brokerage
commissions, finders' fees or similar compensation in connection with the
transactions contemplated by this Agreement based on any arrangement or
agreement binding upon any Seller, the Company or any of its Subsidiaries.
Except as set forth on the attached TRANSACTION BONUSES SCHEDULE, there are no
special bonuses or other similar compensation payable to any employee of the
Company or any of its Subsidiaries in connection with the transactions
contemplated hereby. Sellers shall pay, and hold the Company, Buyer and its
Affiliates harmless against, any liability, loss or expense (including
reasonable attorneys' fees and out-of-pocket expenses) arising in connection
with any such claim or special bonus or other similar compensation.

         5.22 BANK ACCOUNTS. The BANK ACCOUNT SCHEDULE attached hereto lists all
of the Company's and its Subsidiaries' bank accounts (designating each
authorized signatory and the level of each signatory's authorization).

         5.23 NAMES AND LOCATIONS. Except as set forth on the attached NAMES AND
LOCATIONS SCHEDULE, during the five-year period prior to the execution and
delivery of this Agreement, neither the Company nor any of its Subsidiaries or
their respective predecessors has used any name or names under which it has
invoiced account debtors, maintained records concerning its assets or otherwise
conducted business. All of the tangible assets and properties of the Company and
its Subsidiaries are located at the locations set forth on the NAMES AND
LOCATIONS SCHEDULE.

         5.24 AFFILIATE TRANSACTIONS. Except as set forth on the attached
AFFILIATED TRANSACTIONS SCHEDULE, no officer, director, shareholder, employee or
Affiliate of the Company or any of its Subsidiaries or, to the Company's or any
Seller's knowledge, any individual related by blood, marriage or adoption to any
such individual or any entity in which any such Person or individual owns any
beneficial interest, is a party to any agreement, contract, commitment or
transaction with the Company or any of its Subsidiaries or has any interest in
any property used by the Company or any of its Subsidiaries (including any
Intellectual Property Rights). Neither the Company nor any of its Subsidiaries
has paid any fees, expenses or costs of the type described in Section 8.6 below
that are to be paid by Sellers pursuant to Section 8.6 below.

         5.25 SERVICE WARRANTIES. All services rendered by the Company or any of
its Subsidiaries have been in conformity in all material respects with all
applicable contractual commitments and all express and implied warranties, and
neither the Company nor any of its Subsidiaries has any liability (and, to the
Company's and each Seller's knowledge, there is no reasonable basis for any
present or


                                      34


future action, suit, proceeding, hearing, investigation, charge, complaint,
claim or demand against it giving rise to any such liability) for curing or
providing additional services or other damages in connection therewith in excess
of any warranty reserve specifically established with respect thereto and
included on the face of the Latest Balance Sheet (rather than the notes thereto)
or to be included on the Closing Balance Sheet. No services rendered by the
Company or any of its Subsidiaries are subject to any guaranty, warranty or
other indemnity beyond the applicable standard terms and conditions of such sale
(including as a result of any course of conduct between the Company or any of
its Subsidiaries and any Person or as a result of any statements in any of the
Company's or any of its Subsidiaries' service or promotional literature). The
attached WARRANTY SCHEDULE includes copies of such standard terms and conditions
of sale for the Company and its Subsidiaries (containing applicable guaranty,
warranty and indemnity provisions). Neither the Company nor any of its
Subsidiaries has been notified of any claims for (and neither the Company nor
any Seller has any knowledge of any threatened claims for) any extraordinary
warranty obligations or additional services relating to any of its services.

         5.26 CUSTOMERS AND SUPPLIERS. The CUSTOMERS AND SUPPLIERS SCHEDULE
attached hereto sets forth (a) a list of the top twenty customers of the Company
and its Subsidiaries (on a consolidated basis) (by volume of sales to such
customers) and (b) a list of the top ten suppliers of the Company and its
Subsidiaries (on a consolidated basis) (by volume of purchases from such
suppliers), for the fiscal years ended December 31, 1998 and December 31, 1999,
and, with respect to such customers, the committed volume of purchases by such
customers for the fiscal years ending December 31, 1998 and December 31, 1999
and prices related thereto. Neither the Company nor any of its Subsidiaries has
received any indication from any material customer of the Company or any of its
Subsidiaries to the effect that, and neither the Company nor any of its
Subsidiaries has any reason to believe that, such customer will stop, materially
decrease the rate of, or materially change the terms (whether related to
payment, price or otherwise) with respect to, buying products from the Company
or any of its Subsidiaries (whether as a result of the consummation of the
transactions contemplated hereby or otherwise). Neither the Company nor any of
its Subsidiaries has received any indication from any material supplier to the
Company or any of its Subsidiaries to the effect that, and neither the Company
nor any of its Subsidiaries has any reason to believe that, such supplier will
stop, materially decrease the rate of, or materially change the terms (whether
related to payment, price or otherwise) with respect to, supplying materials,
products or services to the Company or any of its Subsidiaries (whether as a
result of the consummation of the transactions contemplated hereby or
otherwise).

         5.27 DISCLOSURE. Neither this Article V or any of the Exhibits or
Schedules attached hereto nor any of the written statements, documents,
certificates or other items prepared and supplied to Buyer or its Affiliates by
or on behalf of the Company or Sellers in connection with the transactions
contemplated hereby, when taken together as a whole, contain any untrue
statement of a material fact or omit a material fact necessary to make each
statement contained herein or therein, in light of the circumstances in which
they were made, not misleading. There is no fact which the Company has not
disclosed to Buyer in writing and of which any of its shareholders, officers,
directors or executive employees is aware which has had or would reasonably be
expected to have a Material Adverse Effect.


                                      35


                                   ARTICLE VI

                     REPRESENTATIONS AND WARRANTIES OF BUYER

         As an inducement to Sellers and the Company to enter into this
Agreement and consummate the transactions contemplated hereby, Buyer hereby
represents and warrants to Sellers and the Company as follows:

         6.1 ORGANIZATION AND POWER. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.
Buyer has all requisite corporate power and authority to execute and deliver
this Agreement and to perform its obligations hereunder.

         6.2 CAPITALIZATION. Immediately prior to the date hereof, the
authorized capital stock of Buyer consists of 1,000,000 shares of common stock
and 100,000 shares of Series Redeemable Preferred Stock, of which 440,927.25
shares of such common stock and 39,570.95 shares of Series A Redeemable
Preferred Stock are issued and outstanding. All of such capital stock has been
validly issued, is fully paid and nonassessable, and has not been issued in
violation of any preemptive rights or rights of refusal. There are no voting
trusts, proxies or any other agreements or understandings with respect to the
voting of the capital stock of Buyer other than under the Stockholders
Agreement. Buyer is not subject to any obligation (contingent or otherwise) to
repurchase or otherwise acquire or retire any shares of its capital stock other
than under the Stockholders Agreement.

         6.3 AUTHORIZATION. The execution, delivery and performance by Buyer of
this Agreement and the consummation of the transactions contemplated hereby have
been duly and validly authorized by Buyer and no other corporate act or
proceeding on the part of Buyer, its board of directors or stockholders is
necessary to authorize the execution, delivery or performance of this Agreement
and the consummation of the transactions contemplated hereby. This Agreement has
been duly executed and delivered by Buyer and this Agreement constitutes a valid
and binding obligation of Buyer, enforceable in accordance with its terms.

         6.4 NO VIOLATION. Buyer is not subject to nor obligated under its
certificate of incorporation or by-laws, or any applicable law, rule or
regulation of any governmental authority, or any agreement, instrument, license
or permit, or subject to any order, writ, injunction or decree, which would be
breached or violated by its execution, delivery or performance of this Agreement
or the consummation of the transactions contemplated hereby.

         6.5 GOVERNMENTAL AUTHORITIES AND CONSENTS. Except as set forth on the
BUYER CONSENT SCHEDULE attached hereto and except as required pursuant to the
HSR Act, no permit, consent, approval or authorization of, or declaration to or
filing with, any governmental or regulatory authority or any other Person is
required in connection with the execution, delivery or performance of this
Agreement by Buyer or the consummation by Buyer of the transactions contemplated
hereby.


                                      36


         6.6 LITIGATION. There are no actions, suits, proceedings, orders or
investigations pending or, to Buyer's knowledge, threatened against or affecting
Buyer, at law or in equity, or before or by any federal, state, municipal or
other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, which would adversely affect Buyer's
performance under this Agreement or the consummation of the transactions
contemplated hereby.

         6.7 BROKERAGE. Except as set forth on the BUYER BROKERAGE SCHEDULE,
there are no claims for brokerage commissions, finders' fees or similar
compensation in connection with the transactions contemplated by this Agreement
based on any arrangement or agreement made by or on behalf of Buyer.


                                   ARTICLE VII

                             [INTENTIONALLY OMITTED]



                                  ARTICLE VIII

                 ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING

         8.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties in this Agreement and the Schedules and Exhibits attached hereto or
in any writing delivered by any party to another party in connection with this
Agreement shall survive the Initial Closing as follows:

                  (a) the representations and warranties in Section 5.15
(Compliance with Laws), Section 5.16 (Environmental and Safety Matters), Section
5.18 (Employee Benefits Plans) and Section 5.20 (Tax Matters) shall terminate
when the applicable statutes of limitations with respect to the liabilities in
question expire (after giving effect to any extensions or waivers thereof), PLUS
thirty (30) days;

                  (b) the representations and warranties in Section 5.2 (Capital
Stock and Related Matters; Title to Shares), Section 5.3 (Authorization;
Noncontravention), Section 5.21 (Brokerage and Transaction Bonuses), Section 6.7
(Brokerage) and the last sentence of Section 6.3 (Authorization) shall not
terminate; and

                  (c) all other representations and warranties in this Agreement
and the Schedules and Exhibits attached hereto or in any writing delivered by
any party to another party in connection with this Agreement shall terminate on
the second anniversary of the Initial Closing; PROVIDED THAT any representation
or warranty in respect of which indemnity may be sought under Section 8.2 below,
and the indemnity with respect thereto, shall survive the time at which it would
otherwise terminate pursuant to this Section 8.1 if notice of the inaccuracy or
breach or potential inaccuracy or breach thereof giving rise to such right or
potential right of indemnity shall have been given to the


                                      37


party against whom such indemnity may be sought prior to such time (regardless
of when the Losses in respect thereof may actually be incurred). The
representations and warranties in this Agreement and the Schedules and Exhibits
attached hereto or in any writing delivered by any party to another party in
connection with this Agreement shall survive for the periods set forth in this
Section 8.1 and shall in no event be affected by any investigation, inquiry or
examination made for or on behalf of any party, or the knowledge of any party's
officers, directors, stockholders, employees or agents or the acceptance by any
party of any certificate or opinion hereunder. The parties acknowledge that
indemnification hereunder with respect to the breach of any covenant or
agreement contained herein, including any breach of any covenant or agreement
contained in this Article VIII, shall not be subject to any time or other
limitations.

         8.2 INDEMNIFICATION.

                  (a) INDEMNIFICATION BY THE PRINCIPAL STOCKHOLDERS. The
Principal Stockholders agree to and shall jointly and severally indemnify Buyer
and its Affiliates, stockholders, officers, directors, employees, agents,
partners, representatives, successors and assigns (collectively, the "BUYER
PARTIES") and save and hold each of them harmless against and pay on behalf of
or reimburse such Buyer Parties as and when incurred for any loss, liability,
demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty,
fine or expense, whether or not arising out of third-party claims (including
interest, penalties, reasonable attorneys' fees and expenses and all amounts
paid in investigation, defense or settlement of any of the foregoing)
(collectively, "LOSSES"), which any such Buyer Party may suffer, sustain or
become subject to, as a result of, in connection with, relating or incidental to
or by virtue of: (i) any breach by the Company or any Seller of any
representation or warranty made by the Company or any Seller in this Agreement
or any of the Schedules or Exhibits attached hereto, or in any of the
certificates or other instruments or documents furnished by the Company pursuant
to this Agreement; (ii) any nonfulfillment or breach of any covenant, agreement
or other provision by the Company or any Seller under this Agreement or any of
the Schedules and Exhibits attached hereto; (iii) any action, demand,
proceeding, investigation or claim by any Person against or affecting the
Company or any Buyer Party which, if successful, would give rise to or evidence
the existence of or relate to a breach of any of the representations,
warranties, covenants or agreements of the Company or any Seller under this
Agreement; (iv) any Taxes of the Company or any of its Subsidiaries with respect
to any Tax year or portion thereof ending on or before the Initial Closing Date
as determined in accordance with Section 8.11 hereof; or (v) any of the matters
set forth on the INDEMNIFICATION SCHEDULE attached hereto; PROVIDED THAT the
Principal Stockholders shall not have any liability under clause (i) above
(other than with respect to the representations and warranties contained in
Section 5.2 (Capital Stock and Related Matters; Title to Shares), Section 5.3
(Authorization/ Noncontravention), Section 5.20 (Tax Matters), Section
5.21(Brokerage and Transaction Bonuses) and the last sentence of Section 5.24
(Affiliated Transactions)) unless the aggregate of all Losses relating thereto
for which the Principal Stockholders would, but for this proviso, be liable
exceeds on a cumulative basis an amount equal to $100,000 (and then the
Principal Stockholders shall be liable for all such Losses in excess of the
$100,000 deductible amount); and PROVIDED FURTHER that the Principal
Stockholders' aggregate liability under clause (i) above (other than with
respect to the representations and warranties contained in Section 5.2 (Capital
Stock and Related Matters; Title to Shares), Section 5.3


                                      38


(Authorization/Noncontravention), Section 5.20 (Tax Matters), Section 5.21
(Brokerage and Transaction Bonuses) and the last sentence of Section 5.24
(Affiliated Transactions)), shall in no event exceed the amount of the
Purchase Price received by the Principal Stockholders and each Principal
Stockholder's aggregate liability shall in no event exceed the amount of the
Purchase Price received by such Principal Stockholder. Notwithstanding the
foregoing, nothing in this Agreement (including this Section 8.2(a)) shall
limit or restrict any of the Buyer Parties' right to maintain or recover any
amounts in connection with any action or claim based upon fraudulent
misrepresentation or deceit.

                  (b) INDEMNIFICATION BY BUYER. Buyer agrees to and shall
indemnify the Principal Stockholders and hold each of them harmless against any
Losses which the Principal Stockholders may suffer, sustain or become subject
to, as the result of, in connection with, relating or incidental to or by virtue
of the breach by Buyer of any representation, warranty, covenant or agreement
made by Buyer in this Agreement.

                  (c) MANNER OF PAYMENT. Except as otherwise provided herein,
any indemnification of the Buyer Parties or the Principal Stockholders pursuant
to this Section 8.2 shall be effected by wire transfer of immediately available
funds from the Principal Stockholders or Buyer, as the case may be, to an
account designated by the applicable Buyer Party or the Principal Stockholders,
as the case may be, within ten days after the determination thereof. Any such
indemnification payments shall include interest at the Applicable Rate
calculated on the basis of the actual number of days elapsed over 360, from the
date any such Loss is suffered or sustained to the date of payment. Any amounts
owing from the Principal Stockholders pursuant to this Section 8.2 shall first
be made to the extent possible from the Escrow Funds (as defined in the Escrow
Agreement) in the Escrow Account (as defined in the Escrow Agreement) and
thereafter shall be made directly by the Principal Stockholders (i) in
accordance with the terms of this Section 8.2(c) and/or (ii) at the option of
Buyer, by delivery by the Principal Stockholders to Buyer of a certificate or
certificates representing Executive Securities having an aggregate value (based
on the cost of such shares to the Principal Stockholders as of the Initial
Closing), equal to the amounts owing, duly endorsed in blank or accompanied by
duly executed stock powers); PROVIDED THAT amounts (if any) owing from Sellers
to any Buyer Party pursuant to Section 2.3 above shall be made from the Escrow
Funds only with the prior written consent of Buyer. The Buyer Parties shall be
entitled to (but shall not be required to) set-off any amounts due or payable to
any of the Buyer Parties by the Principal Stockholders pursuant to this Section
8.2 against any amounts otherwise due and payable by any of the Buyer Parties or
any of their Affiliates to the Principal Stockholders (including any amounts
payable by Buyer in respect of its capital stock). All indemnification payments
under this Section 8.2 shall be deemed adjustments to the Purchase Price set
forth in Section 2.3(a) above.

                  (d) DEFENSE OF THIRD-PARTY CLAIMS. Any Person making a claim
for indemnification under this Section 8.2 (an "INDEMNITEE") shall notify the
indemnifying party (an "INDEMNITOR") of the claim in writing promptly after
receiving written notice of any action, lawsuit, proceeding, investigation or
other claim against it (if by a third party), describing the claim, the amount
thereof (if known and quantifiable) and the basis thereof; PROVIDED THAT the
failure to so notify an Indemnitor shall not relieve the Indemnitor of its
obligations hereunder except to the extent


                                      39


that (and only to the extent that) such failure shall have caused the damages
for which the Indemnitor is obligated to be greater than such damages would have
been had the Indemnitee given the Indemnitor prompt notice hereunder. Any
Indemnitor shall be entitled to participate in the defense of such action,
lawsuit, proceeding, investigation or other claim giving rise to an Indemnitee's
claim for indemnification at such Indemnitor's expense, and at its option
(subject to the limitations set forth below) shall be entitled to assume the
defense thereof by appointing a recognized and reputable counsel acceptable to
the Indemnitee to be the lead counsel in connection with such defense; PROVIDED
THAT prior to the Indemnitor assuming control of such defense it shall first (i)
verify to the Indemnitee in writing that such Indemnitor shall be fully
responsible (with no reservation of any rights) for all liabilities and
obligations relating to such claim for indemnification (without regard to any
dollar limitations otherwise set forth herein) and that it shall provide full
indemnification (whether or not otherwise required hereunder) to the Indemnitee
with respect to such action, lawsuit, proceeding, investigation or other claim
giving rise to such claim for indemnification hereunder and (ii) enter into an
agreement with the Indemnitee in form and substance satisfactory to the
Indemnitee which agreement unconditionally guarantees the payment and
performance of any liability or obligation which may arise with respect to such
action, lawsuit, proceeding, investigation or facts giving rise to such claim
for indemnification hereunder; and PROVIDED FURTHER, that:

                           (i) the Indemnitee shall be entitled to participate
in the defense of such claim and to employ counsel of its choice for such
purpose; PROVIDED THAT the fees and expenses of such separate counsel shall be
borne by the Indemnitee (other than any fees and expenses of such separate
counsel that are incurred prior to the date the Indemnitor effectively assumes
control of such defense which, notwithstanding the foregoing, shall be borne by
the Indemnitor, and except that the Indemnitor shall pay all of the fees and
expenses of such separate counsel if the Indemnitee has been advised by counsel
that a reasonable likelihood exists of a conflict of interest between the
Indemnitor and the Indemnitee);

                           (ii) the Indemnitor shall not be entitled to assume
control of such defense (unless otherwise agreed to in writing by the
Indemnitee) and shall pay the fees and expenses of counsel retained by the
Indemnitee if (1) the claim for indemnification relates to or arises in
connection with any criminal or quasi-criminal proceeding, action, indictment,
allegation or investigation; (2) the Indemnitee reasonably believes an adverse
determination with respect to the action, lawsuit, investigation, proceeding or
other claim giving rise to such claim for indemnification would be detrimental
to or injure the Indemnitee's reputation or future business prospects; (3) the
claim seeks an injunction or equitable relief against the Indemnitee; (4) the
Indemnitee has been advised by counsel that a reasonable likelihood exists of a
conflict of interest between the Indemnitor and the Indemnitee; (5) the claim
involves environmental matters in which case the Indemnitee shall have sole
control and management authority over the resolution of such claim (including
hiring legal counsel and environmental consultants, conducting environmental
investigations and cleanups, negotiating with governmental agencies and third
parties and defending or settling claims and actions); PROVIDED THAT the
Indemnitee shall keep the Indemnitor apprised of any major developments relating
to any environmental claim; or (6) upon petition by the Indemnitee, the
appropriate court rules that the Indemnitor failed or is failing to vigorously
prosecute or defend such claim; and


                                      40


                           (iii) if the Indemnitor shall control the defense of
any such claim, the Indemnitor shall obtain the prior written consent of the
Indemnitee before entering into any settlement of a claim or ceasing to defend
such claim if, pursuant to or as a result of such settlement or cessation,
injunctive or other equitable relief will be imposed against the Indemnitee or
if such settlement does not expressly and unconditionally release the Indemnitee
from all liabilities and obligations with respect to such claim, without
prejudice.

                  (e) CERTAIN WAIVERS; ETC. Each Seller hereby agrees that he
shall not make any claim for indemnification against Buyer, the Company or any
of their respective Affiliates by reason of the fact that such Seller is or was
a shareholder, director, officer, employee or agent of the Company or any of its
Affiliates or is or was serving at the request of the Company or any of its
Affiliates as a partner, trustee, director, officer, employee or agent of
another entity (whether such claim is for judgments, damages, penalties, fines,
costs, amounts paid in settlement, losses, expenses or otherwise and whether
such claim is pursuant to any statute, charter document, bylaw, agreement or
otherwise) with respect to any action, suit, proceeding, complaint, claim or
demand brought by any of the Buyer Parties against such Seller pursuant to this
Agreement or applicable law or otherwise, and each Seller hereby acknowledges
and agrees that he shall not have any claim or right to contribution or
indemnity from the Company or any of its Affiliates with respect to any amounts
paid by him pursuant to this Agreement or otherwise. Effective upon the Initial
Closing, each Seller hereby irrevocably waives, releases and discharges the
Company and its Affiliates from any and all liabilities and obligations to it or
him of any kind or nature whatsoever, whether in his capacity as a shareholder,
officer or director of the Company or any of its Affiliates or otherwise
(including in respect of any rights of contribution or indemnification, but
excluding compensation otherwise payable as an employee of the Company or any of
its Subsidiaries for periods after the Company's last regularly scheduled pay
period), in each case whether absolute or contingent, liquidated or
unliquidated, known or unknown, and whether arising under any agreement or
understanding (other than this Agreement and any of the other agreements
executed and delivered in connection herewith) or otherwise at law or equity,
and each Seller agrees that he shall not seek to recover any amounts in
connection therewith or thereunder from the Company or any of its Affiliates. In
no event shall the Company or any of its Affiliates have any liability
whatsoever to any Seller for any breaches of the representations, warranties,
agreements or covenants of the Company hereunder, and each Seller agrees not to
seek contribution from the Company or any of its Affiliates in respect of any
payments required to be made by Seller pursuant to this Agreement.

         8.3 MUTUAL ASSISTANCE. Buyer, the Company and Sellers agree that they
will mutually cooperate in the expeditious filing of all notices, reports and
other filings with any governmental authority required to be submitted jointly
by the Company and Buyer in connection with the execution and delivery of this
Agreement and/or the other agreements contemplated hereby and the consummation
of the transactions contemplated hereby or thereby.


                                      41


         8.4 NON-COMPETITION; NON-SOLICITATION.

                  (a) Each Restricted Stockholder hereby acknowledges that he is
familiar with the Company's and its Subsidiaries' trade secrets and with other
Confidential Information. Each Restricted Stockholder acknowledges and agrees
that the Company and its Subsidiaries would be irreparably damaged if he were to
provide services to or otherwise participate in the business of any Person
competing with the Company in a similar business and that any such competition
by such Restricted Stockholder would result in a significant loss of goodwill by
the Company and its Subsidiaries. Each Restricted Stockholder further
acknowledges and agrees that the covenants and agreements set forth in this
Section 8.4 were a material inducement to Buyer to enter into this Agreement and
to perform its obligations hereunder, and that Buyer and its stockholders would
not obtain the benefit of the bargain set forth in this Agreement as
specifically negotiated by the parties hereto if such Restricted Stockholder
breached the provisions of this Section 8.4. Therefore, in further consideration
of the amounts to be paid hereunder for the Shares and the goodwill of the
Company sold by such Restricted Stockholder, each Restricted Stockholder agrees
that until the fifth anniversary of the Initial Closing, such Restricted
Stockholder shall not (and such Restricted Stockholder shall cause his
Affiliates not to) directly or indirectly own any interest in, manage, control,
participate in (whether as an officer, director, employee, partner, agent,
representative or otherwise), consult with, render services for, or in any other
manner engage anywhere in the Restricted Territories in any business engaged
directly or indirectly in the engineering, consulting, development,
installation, maintenance and removal of telecommunication network systems and
equipment, including premise wiring; PROVIDED THAT nothing herein shall prohibit
such Restricted Stockholder or his Affiliates from being a passive owner of not
more than 2% of the outstanding stock of any class of a corporation which is
publicly traded so long as none of such Persons has any active participation in
the business of such corporation. For purposes of this Agreement, "RESTRICTED
TERRITORIES" shall mean the United States of America. Each Restricted
Stockholder acknowledges that the Company's business has been conducted or is
presently proposed to be conducted throughout the Restricted Territories and
that the geographic restrictions set forth above are reasonable and necessary to
protect the goodwill of the Company's and its Subsidiaries' business being
acquired by Buyer pursuant to this Agreement.

                  (b) No Restricted Stockholder shall (and each Restricted
Stockholder shall cause his Affiliates not to) directly, or indirectly through
another Person, (i) induce or attempt to induce any employee of the Company or
any of its Subsidiaries or Affiliates to leave the employ of the Company or any
of its Subsidiaries or Affiliates, or in any way interfere with the relationship
between the Company or any of its Subsidiaries or Affiliates and any employee
thereof, (ii) hire any person who was an employee of the Company or any of its
Subsidiaries or Affiliates at any time during the six-month period immediately
prior to the date on which such hiring would take place (it being conclusively
presumed by the parties so as to avoid any disputes under this Section 8.4(b)
that any such hiring within such six-month period is in violation of clause (i)
above), or (iii) for so long as such Restricted Stockholder has continuing
obligations under Section 8.4(a) above, call on, solicit or service any
customer, supplier, licensee, licensor or other business relation of the Company
or any of its Subsidiaries or Affiliates in order to induce or attempt to induce
such Person to cease doing business with the Company or any of its Subsidiaries
or Affiliates, or in any way interfere with the


                                      42


relationship between any such customer, supplier, licensee or business relation
and the Company or any of its Subsidiaries or Affiliates (including making any
negative statements or communications about the Company or any of its
Subsidiaries or Affiliates).

                  (c) If, at the time of enforcement of the covenants contained
in this Section 8.4 (the "RESTRICTIVE COVENANTS"), a court shall hold that the
duration, scope or area restrictions stated herein are unreasonable under
circumstances then existing, the parties agree that the maximum duration, scope
or area reasonable under such circumstances shall be substituted for the stated
duration, scope or area and that the court shall be allowed and directed to
revise the restrictions contained herein to cover the maximum period, scope and
area permitted by law. Each Restricted Stockholder acknowledges and agrees that
he has consulted with legal counsel regarding the Restrictive Covenants and
based on such consultation has determined and hereby acknowledges that the
Restrictive Covenants are reasonable in terms of duration, scope and area
restrictions and are necessary to protect the goodwill of the Company's and its
Subsidiaries' business and the substantial investment in the Company and its
Subsidiaries made by Buyer hereunder. Each Restricted Stockholder further
acknowledges and agrees that the Restrictive Covenants are being entered into by
him in connection with the sale by such Restricted Stockholder of the portion of
the Shares owned by him and the sale by the Restricted Stockholder and the other
Sellers of the goodwill of the Company's business pursuant to this Agreement and
not directly or indirectly in connection with such Restricted Stockholder's
employment or other relationship with the Company.

                  (d) If any Restricted Stockholder or any of his Affiliates
breaches, or threatens to commit a breach of, any of the Restrictive Covenants,
the Company shall have the following rights and remedies, each of which rights
and remedies shall be independent of the others and severally enforceable, and
each of which is in addition to, and not in lieu of, any other rights and
remedies available to the Company or its Affiliates at law or in equity:

                           (i) the right and remedy to have the Restrictive
Covenants specifically enforced by any court of competent jurisdiction, it being
agreed that any breach or threatened breach of the Restrictive Covenants would
cause irreparable injury to the Company and that money damages would not provide
an adequate remedy to the Company; and

                           (ii) the right and remedy to require each Restricted
Stockholder to account for and pay over to the Company any profits, monies,
accruals, increments or other benefits derived or received by such Restricted
Stockholder as the result of any transactions constituting a breach by such
Restricted Stockholder of the Restrictive Covenants.

                           (iii) In the event of any breach or violation by any
Restricted Stockholder of any of the Restrictive Covenants, the time period of
such covenant shall be tolled until such breach or violation is resolved.


                                      43


         8.5 PRESS RELEASE AND ANNOUNCEMENTS. Unless required by law (in
which case each of Buyer and the Company agree to use reasonable efforts to
consult with the other party prior to any such disclosure as to the form and
content of such disclosure), after the date hereof and through and including
the Initial Closing Date, no press releases, announcements to the employees,
customers or suppliers of the Company or any of its Subsidiaries or other
releases of information related to this Agreement or the transactions
contemplated hereby will be issued or released without the consent of each of
Buyer and the Company. After the Initial Closing, Buyer and the Company may
issue any such releases of information without the consent of any other party
hereto.

         8.6 EXPENSES. Except as otherwise provided herein, Sellers and Buyer
shall pay all of their own respective fees, costs and expenses (including
fees, costs and expenses of legal counsel, investment bankers, brokers or
other representatives and consultants and appraisal fees, costs and expenses)
incurred in connection with the negotiation of this Agreement, the
performance of its obligations hereunder and the consummation of the
transactions contemplated hereby. In addition, Sellers shall pay all fees,
costs and expenses of the Company incurred in connection with the negotiation
of this Agreement, the performance of its obligations hereunder and the
consummation of the transactions contemplated hereby, and the Company shall
not pay any fees, costs or expenses (including legal and accounting fees,
costs and expenses) arising in connection with the transactions contemplated
hereby if the transactions are consummated. Notwithstanding the foregoing, if
Buyer abandons the transaction contemplated hereunder as a result of (i) a
material breach of any representation, or warranty or covenant set forth
herein by the Company or any Seller, (ii) any material misrepresentation of
fact made in writing by the Company or any Seller, the Company shall promptly
reimburse Buyer for all of its reasonable out-of-pocket costs, including the
reasonable fees and expenses of Buyer and Buyer's advisors. Damages suffered
by Buyer for a breach of this Agreement shall in no way be limited by the
amounts described in this Section 8.6.

         8.7 SPECIFIC PERFORMANCE. The Company, Sellers and Buyer acknowledge
and agree that the other parties would be damaged irreparably in the event
any of the provisions of this Agreement is not performed in accordance with
its specific terms or is otherwise breached. Accordingly, the Company,
Sellers and Buyer agree that the other parties shall be entitled to an
injunction or injunctions to prevent breaches of the provisions of this
Agreement and to enforce specifically this Agreement and the terms and
provisions hereof in any action instituted in any court in the United States
or in any state having jurisdiction over the parties and the matter in
addition to any other remedy to which they may be entitled pursuant hereto.

         8.8 ARBITRATION PROCEDURE.

                  (a) Buyer and Sellers agree that the arbitration procedure
set forth below shall be the sole and exclusive method for resolving and
remedying claims for money damages arising out of the provisions this Article
VIII (the "DISPUTES") following the Closing; PROVIDED THAT nothing in this
Section 8.8 shall prohibit a party hereto from instituting litigation to
enforce any Final Determination (as defined below). The parties hereby
acknowledge and agree that, except as otherwise provided in this Section 8.8
or in the Rules for Non-Administered Arbitration of Business Disputes (the
"RULES") promulgated by the Center for Public Resources Institute for Dispute


                                       44


Resolutions (the "INSTITUTE") as in effect from time to time, the arbitration
procedures and any Final Determination hereunder shall be governed by, and
shall be enforced pursuant to, the United States Arbitration Act, 9 U.S.C.
Section 1 ET. SEQ.

                  (b) In the event that any party asserts that there exists a
Dispute, such party shall deliver a written notice to each other party
involved therein specifying the nature of the asserted Dispute and requesting
a meeting to attempt to resolve the same. If no such resolution is reached
within ten business days after the delivery of such notice, the party
delivering such notice of Dispute (the "DISPUTING PERSON") may thereafter
commence arbitration hereunder by delivering to each other party involved
therein a notice of arbitration (a "NOTICE OF ARBITRATION"). Such Notice of
Arbitration shall specify the nature of any Dispute and any other matters
required by the Rules as in effect from time to time to be included therein.
The Arbitrator shall permit and facilitate such discovery as the party
initiating such claim shall reasonably request. Buyer and the Seller
Representative (on behalf of Sellers) shall mutually agree upon one
arbitrator to resolve any Dispute pursuant to the procedures set forth in
this Section 8.8 and the Rules.

                  (c) The arbitrator selected pursuant to Section 8.8(b) will
determine the allocation of the costs and expenses of arbitration based upon
the percentage which the portion of the contested amount not awarded to each
party bears to the amount actually contested by such party. For example, if
Buyer submits a claim for $1,000 and if Sellers contest only $500 of the
amount claimed by Buyer, and if the arbitrator ultimately resolves the
dispute by awarding Buyer $300 of the $500 contested, then the costs and
expenses of arbitration will be allocated 60% (i.e., 300 DIVIDED BY 500) to
Sellers and 40% (i.e., 200 DIVIDED BY 500) to Buyer.

                  (d) The arbitration shall be conducted in Miami, Florida
under the Rules as in effect from time to time. The arbitrator shall conduct
the arbitration so that a final result, determination, finding, judgment
and/or award (the "FINAL DETERMINATION") is made or rendered as soon as
practicable, but in no event later than 90 business days after the delivery
of the Notice of Arbitration nor later than 10 days following completion of
the arbitration. The Final Determination shall be final and binding on all
parties and there shall be no appeal from or reexamination of the Final
Determination, except for fraud, perjury, evident partiality or misconduct by
an arbitrator prejudicing the rights of any party and to correct manifest
clerical errors.

                  (e) Buyer or Sellers may enforce any Final Determination in
any state or federal court of competent jurisdiction. For the purpose of any
action or proceeding instituted with respect to any Final Determination, each
party hereto hereby irrevocably submits to the jurisdiction of such courts,
irrevocably consents to the service of process by registered mail or personal
service and hereby irrevocably waives, to the fullest extent permitted by
law, any objection which it may have or hereafter have as to personal
jurisdiction, the laying of the venue of any such action or proceeding
brought in any such court and any claim that any such action or proceeding
brought in any court has been brought in an inconvenient forum.


                                       45



         8.9 FURTHER ASSURANCES. In the event that at any time after the
Closing any further action is necessary or desirable to carry out the
purposes of this Agreement, each of the parties hereto will take such further
action (including the execution and delivery of such further instruments and
documents) as any other party hereto reasonably may request. Sellers
acknowledge and agree that, from and after the Initial Closing, Buyer will be
entitled to possession of all documents, books, records (including Tax
records), agreements and financial data of any sort relating to the Company
and its Subsidiaries. No Seller shall in any manner take any action which is
designed, intended or might be reasonably anticipated to have the effect of
discouraging customers, suppliers, lessors, licensors and other business
associates from maintaining the same business relationships with the Company
and its Affiliates at any time after the date of this Agreement as were
maintained with the Company and its Affiliates prior to the date of this
Agreement.

         8.10 CONFIDENTIALITY. Each Seller agrees not to disclose or use at
any time (and shall cause each of his Affiliates not to use or disclose at
any time) any Confidential Information, except to the extent that such
disclosure or use is directly related to and required by the performance of
such Seller's duties to the Company or its Subsidiaries as an officer or
employee. Each Seller further agrees to take all appropriate steps (and to
cause each of his Affiliates to take all appropriate steps) to safeguard such
Confidential Information and to protect it against disclosure, misuse,
espionage, loss and theft. In the event one or more Sellers or any of their
Affiliates are required by law to disclose any Confidential Information, such
Seller(s) shall promptly notify Buyer in writing, which notification shall
include the nature of the legal requirement and the extent of the required
disclosure, and such Seller(s) shall cooperate with Buyer and the Company to
preserve the confidentiality of such information consistent with applicable
law.

         8.11 TAX MATTERS.

                  (a) TAX PERIODS ENDING ON OR BEFORE THE CLOSING DATE.
Sellers shall prepare or cause to be prepared and file or cause to be filed
all Tax Returns for the Company for all periods ending on or prior to the
Initial Closing Date or for which the date of measurement for such Tax occurs
prior to the Initial Closing Date which are filed after the Initial Closing
Date. All such Tax Returns shall be prepared in accordance with past practice
insofar as they relate to the Company. Sellers shall permit Buyer to review
and comment on each such Tax Return prior to filing. Sellers shall reimburse
Buyer for Taxes of Sellers and the Company with respect to such periods
within fifteen (15) days prior to any payment by Buyer or the Company of such
Taxes to the extent such Taxes are not accrued as a liability on the Closing
Balance Sheet and used to determine the Purchase Price pursuant to Section
2.3.

                  (b) TAX PERIODS BEGINNING BEFORE AND ENDING AFTER THE
INITIAL CLOSING DATE. Buyer shall prepare or cause to be prepared and file or
cause to be filed any Tax Returns of the Company for Tax periods which begin
before the Initial Closing Date and end after the Initial Closing Date
("STRADDLE TAX RETURNS"). Buyer shall permit Sellers to review and comment on
each such Tax Return prior to filing. Any portion of any Tax which must be
paid in connection with the filing of a Straddle Tax Return, to the extent
attributable to any period or portion of a period ending on or before the
Initial Closing Date, shall be referred to herein as "PRE-CLOSING TAXES."
Sellers shall


                                       46


pay to Buyer an amount equal to the Pre-Closing Taxes due with any Straddle
Tax Returns (to the extent such Taxes are not accrued as a liability on the
Closing Balance Sheet used to determine the Purchase Price pursuant to
Section 2.3) at least ten (10) days before Buyer is required to cause to be
paid the related Tax liability. Where the Pre-Closing Taxes involve a period
which begins before and ends after the Initial Closing Date, such Pre-Closing
Taxes shall be calculated as though the taxable year of the Company
terminated as of the close of business on the Initial Closing Date; PROVIDED,
HOWEVER, that in the case of a tax not based on income, receipts, proceeds,
profits or similar items, Pre-Closing Taxes shall be equal to the amount of
tax for the taxable period multiplied by a fraction, the numerator of which
shall be the number of days from the beginning of the taxable period through
the Initial Closing Date and the denominator of which shall be the number of
days in the taxable period. All determinations necessary to give effect to
the foregoing allocations shall be made in a manner consistent with prior
practice of the Company.

                  (c) COOPERATION ON TAX MATTERS.

                           (i) Sellers, the Company and Buyer shall cooperate
fully, as and to the extent reasonably requested by the other party, in
connection with the filing of Tax Returns pursuant to this Section 8.11 and
any audit, litigation or other proceeding with respect to Taxes. Such
cooperation shall include signing any Tax Return, amended Tax Returns, claims
or other documents necessary to settle any Tax controversy, the retention and
(upon the other party's request) the provision of records and information
which are reasonably relevant to any such audit, litigation or other
proceeding and making employees available on a mutually convenient basis to
provide additional information and explanation of any material provided
hereunder. Sellers agree to retain all books and records with respect to Tax
matters pertinent to the Company relating to any taxable period beginning
before the Initial Closing Date until the expiration of the statute of
limitations (and, to the extent notified by Buyer, any extensions thereof) of
the respective taxable periods, and to abide by all record retention
agreements entered into with any taxing authority and to give Buyer
reasonable written notice prior to transferring, destroying or discarding any
such books and records and, if the other party so requests, Buyer shall allow
Sellers to take possession of such books and records.

                           (ii) Buyer shall have the right to participate in
any Tax proceeding related to a pre-Closing Tax year of the Company which may
have the effect of increasing Buyer's or the Company's Tax liability for any
Tax period ending after the Initial Closing, and no Seller shall settle or
compromise any such proceeding without Buyer's prior written consent;
PROVIDED HOWEVER, Buyer hereby agrees to consent if Sellers fully indemnify
Buyer for any increase in Buyer's or the Company's Tax liability.

                           (iii) Buyer and Sellers further agree, upon
request by the other, to use their best efforts to obtain any certificate or
other document from any governmental authority or any other Person as may be
necessary to mitigate, reduce or eliminate any Tax that could be imposed
(including, but not limited to, with respect to the transactions contemplated
hereby).


                                       47



                           (iv) Without the prior written consent (which
shall not be unreasonably withheld) of Buyer, neither any Seller nor the
Company shall make or change any election, change an annual accounting
period, file any amended Tax Return, enter into any closing agreement, settle
any Tax claim or assessment relating to the Company, surrender any right to
claim a refund of Taxes, or take any other similar action, or omit to take
any action relating to the filing of any Tax Return or the payment of any
Tax, if such action or omission would have the effect of increasing the
present or future Tax liability or decreasing any present or future Tax asset
of the Company, Buyer or any Affiliate of Buyer. Each Seller shall notify
Buyer of any consent to any extension or waiver of the limitation period
applicable to any Tax claim or assessment relating to the Company within
fifteen (15) days of making such consent or waiver.

         8.12 MINORITY OWNED SUBSIDIARY. Within 180 days after the Initial
Closing Date, the Company shall: (i) create a wholly-owned corporate
subsidiary ("NEWCO"), (ii) contribute the assets and liabilities (and
properly assign any contracts or agreements, without violation of any
assignment provisions thereof) relating to the Company's business as a
minority owned company to Newco as a capital contribution, (iii) file for
certification of Newco as a minority owned business with the appropriate
certification agency or agencies in order to continue the business of a
minority owned company previously conducted by the Company, (iv) sell shares
of voting common stock and non-voting common stock of Newco to Ismael Perera
and Jordan such that Ismael Perera and Larry Jordan own approximately 49% and
2%, respectively of the outstanding voting common stock of Newco and
approximately 39% and 1% of the total outstanding common stock, (v) enter
into a stockholders agreement of Newco by and among Ismael Perera, Jordan and
the Company containing restrictions on transfer of Newco's capital stock and
provisions regarding the repurchase of Newco's capital stock upon the death
or disability of Ismael Perera or Jordan. Neither the Company nor any of the
Sellers has made any representation or warranty as to the effect of the
consummation of any of the transactions contemplated by this Agreement,
including without limitation, the acquisition of the Company's stock at the
Initial Closing and the Second Closing, and transactions described in this
Section 8.12, on the Company's status as a minority-owned business
enterprise. Buyer acknowledges and agrees that neither the Company nor any of
the Sellers shall be liable to Buyer, by way of indemnity or otherwise, for
any damages or losses suffered by the Company or Buyer as a result of a
change in or loss of the Company's status as a minority-owned business
enterprise resulting from or arising, directly or indirectly, out of the
consummation of any of the transactions contemplated by this Agreement,
including without limitation, the acquisition of the Company's stock at the
Initial Closing and the Second Closing, and transactions described in this
Section 8.12, and Buyer hereby accepts and assumes in full the risk of any
such change in or loss of the Company's status as a minority-owned business
enterprise as a result of the transactions contemplated. The parties
understand and agree, however, that the foregoing two sentences shall in no
way affect the Company's and the Sellers' representations and warranties
regarding the Company's status as a minority-owned business enterprise
immediately prior to the sale of the Shares at the Closing as contemplated
hereunder.


                                       48




                                   ARTICLE IX

                                  MISCELLANEOUS

         9.1 AMENDMENT AND WAIVER. This Agreement may be amended, and any
provision of this Agreement may be waived; PROVIDED THAT any such amendment
or waiver will be binding upon the Company, prior to the Initial Closing, and
Sellers only if such amendment or waiver is set forth in a writing executed
by the Principal Stockholders, and any such amendment or waiver will be
binding upon the Company, after the Initial Closing, and Buyer only if such
amendment or waiver is set forth in a writing executed by Buyer or the
Company, as the case may be. No course of dealing between or among any
Persons having any interest in this Agreement shall be deemed effective to
modify, amend or discharge any part of this Agreement or any rights or
obligations of any Person under or by reason of this Agreement. 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.

         9.2 NOTICES. All notices, demands and other communications to be
given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given (i) when
personally delivered, sent by telecopy (with hard copy to follow) or sent by
reputable overnight express courier (charges prepaid), or (ii) five days
following mailing by certified or registered mail, postage prepaid and return
receipt requested. Unless another address is specified in writing, notices,
demands and communications to Sellers, the Company and Buyer shall be sent to
the addresses indicated below:

NOTICES TO THE SELLERS:

Telpro Technologies, Inc.
3000 Executive Parkway, Suite 225
San Ramon, CA 94583
Attn: Larry Jordan
Fax: (925) 277-9022

WITH A COPY TO (WHICH SHALL NOT CONSTITUTE
NOTICE TO THE SELLERS):

Morgan, Miller & Blair
1676 North California Blvd., Suite 200
Walnut Creek, CA 94596-3600
Attn: George S. Cabot
Fax: (925) 943-1106


                                       49




NOTICES TO THE COMPANY AND BUYER:

Linc.net, Inc.
781 Crandon Blvd.
Suite 1801
Key Biscayne, FL 33149
Attn: Ismael Perera
Fax: (305) 365-7289

WITH COPIES TO (WHICH SHALL NOT CONSTITUTE NOTICE TO THE COMPANY OR BUYER):

First Chicago Equity Capital
55 West Monroe
16th Floor
Chicago, IL 60670
Attn:  Burton E. McGillivray
Fax: (312) 732-7483

Kirkland & Ellis
200 East Randolph
Chicago, IL 60601
Attn:    Ted H. Zook
         E. Paul Quinn
Fax:    (312) 861-2200

Saunders Karp & Megrue, L.P.
262 Harbor Drive
Stamford, CT 06902
Attn:    Timothy B. Armstrong
Fax:     (203) 708-6677



         9.3 SUCCESSORS AND ASSIGNS. This Agreement and all of the covenants
and agreements contained herein and rights, interests or obligations
hereunder, by or on behalf of any of the parties hereto, shall bind and inure
to the benefit of the respective heirs, successors and assigns of the parties
hereto whether so expressed or not, except that neither this Agreement nor
any of the covenants and agreements herein or rights, interests or
obligations hereunder may be assigned or delegated by Sellers prior to or
after the Initial Closing, or assigned or delegated by the Company prior to
the Initial Closing, without the prior written consent of Buyer. Buyer may
assign its rights and obligations hereunder (including its right to purchase
the Shares), in whole or in part, to any of its Affiliates without the
consent of any of the other parties hereto. In addition, Buyer may assign its
rights and obligations pursuant to this Agreement, including its rights and
obligations under the Escrow Agreement, in whole or in part, in connection
with any disposition or transfer of all or any portion of the Company or any
of its Subsidiaries or their respective businesses in any form of transaction
without the consent of any of the other parties hereto. Buyer and, following
the Initial


                                       50


Closing, the Company and its Subsidiaries may assign any or all of its rights
pursuant to this Agreement, including its rights to indemnification, to any
of its lenders as collateral security.

         9.4 SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.

         9.5 INTERPRETATION. The headings and captions used in this
Agreement, in any Schedule or Exhibit hereto, in the table of contents or in
any index hereto are for convenience of reference only and do not constitute
a part of this Agreement and shall not be deemed to limit, characterize or in
any way affect any provision of this Agreement or any Schedule or Exhibit
hereto, and all provisions of this Agreement and the Schedules and Exhibits
hereto shall be enforced and construed as if no caption or heading had been
used herein or therein. Any capitalized terms used in any Schedule or Exhibit
attached hereto and not otherwise defined therein shall have the meanings set
forth in this Agreement. Each defined term used in this Agreement shall have
a comparable meaning when used in its plural or singular form. The use of the
word "including" herein shall mean "including without limitation" and, unless
the context otherwise required, "neither," "nor," "any," "either" and "or"
shall not be exclusive. The parties hereto intend that each representation,
warranty and covenant contained herein shall have independent significance.
If any party has breached any representation, warranty or covenant contained
herein in any respect, the fact that there exists another representation,
warranty or covenant relating to the same subject matter (regardless of the
relative levels of specificity) which such party has not breached shall not
detract from or mitigate the fact that such party is in breach of the first
representation, warranty or covenant. The parties have participated jointly
in the negotiation and drafting of this Agreement. In the event an ambiguity
or question of intent or interpretation arises, this Agreement shall be
construed as if drafted jointly by the parties, and no presumption or burden
of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any of the provisions of this Agreement.

         9.6 CAPTIONS. The captions used in this Agreement are for
convenience of reference only and do not constitute a part of this Agreement
and shall not be deemed to limit, characterize or in any way affect any
provision of this Agreement, and all provisions of this Agreement shall be
enforced and construed as if no caption had been used in this Agreement.

         9.7 NO THIRD-PARTY BENEFICIARIES. Nothing herein expressed or
implied is intended or shall be construed to confer upon or give to any
Person other than the parties hereto and their respective permitted
successors and assigns, any rights or remedies under or by reason of this
Agreement, such third parties specifically including employees and creditors
of the Company.


                                       51



         9.8 COMPLETE AGREEMENT. This Agreement and the agreements and
documents referred to herein contain the entire agreement and understanding
between the parties with respect to the subject matter hereof and supersede
all prior agreements and understandings (including without limitation that
certain letter of intent dated August 27, 1999, between Buyer and the
Company), whether written or oral, relating to such subject matter in any way.

         9.9 COUNTERPARTS. This Agreement may be executed in one or more
counterparts (including by means of telecopied signature pages), all of which
taken together shall constitute one and the same instrument.

         9.10 DELIVERY BY FACSIMILE. This Agreement and any signed agreement
or instrument entered into in connection with this Agreement, and any
amendments hereto or thereto, to the extent signed and delivered by means of
a facsimile machine, shall be treated in all manner and respects as an
original agreement or instrument and shall be considered to have the same
binding legal effect as if it were the original signed version thereof
delivered in person. At the request of any party hereto or to any such
agreement or instrument, each other party hereto or thereto shall re-execute
original forms thereof and deliver them to all other parties. No party hereto
or to any such agreement or instrument shall raise the use of a facsimile
machine to deliver a signature or the fact that any signature or agreement or
instrument was transmitted or communicated through the use of a facsimile
machine as a defense to the formation of a contract and each such party
forever waives any such defense.

         9.11 GOVERNING LAW. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed
by the internal law of the State of California without giving effect to any
choice of law or conflict of law provision or rule (whether of the State of
California or any other jurisdictions) that would cause the application of
the laws of any jurisdictions other than the State of California.

         9.12 SCHEDULES. Nothing in any schedule attached hereto shall be
adequate to disclose an exception to a representation or warranty made in
this Agreement unless such schedule identifies the exception with
particularity and describes the relevant facts in reasonable detail. Without
limiting the generality of the foregoing, the mere listing (or inclusion of a
copy) of a document or other item shall not be adequate to disclose an
exception to a representation or warranty made in this Agreement, unless the
representation or warranty has to do with the existence of the document or
other item itself. No exceptions to any representations or warranties
disclosed on one schedule shall constitute an exception to any other
representations or warranties made in this Agreement unless the exception is
disclosed as provided herein on each such other applicable schedule or cross
referenced in such other applicable section or schedule.

         9.13 ATTORNEY'S FEES. In the event any attorney is employed by any
party to this Agreement with regard to any legal action, arbitration or other
proceeding brought by any party for the enforcement of this Agreement, or
because of an alleged dispute, breach, default or misrepresentation in
connection with any of the provisions of this Agreement, then the party or
parties prevailing in such proceeding, whether at trial or, arbitration or
other proceeding, shall be entitled to recover reasonable attorneys' fees and
other costs and expenses incurred, in addition to any other relief to which
it may be entitled.


                                       52








                              *    *    *    *    *








                                       53



                  IN WITNESS WHEREOF, the parties hereto have executed this
Stock Purchase Agreement on the date first written above.

                                            LINC.NET, INC.

                                            By:_________________________________
                                            Name:
                                            Title:


                                            TELPRO TECHNOLOGIES, INC.

                                            By:_________________________________
                                            Name:
                                            Title:


                                            ____________________________________
                                            Larry Jordan


                                            WAYNE E. JENSEN & LENORE C. JENSEN
                                            FAMILY TRUST


                                            By:_________________________________
                                            Its: Trustee


                                            ____________________________________
                                            Gary Keck


                                            ____________________________________
                                            Mark Carlson


                                            ____________________________________
                                            Ivan James


                                            ____________________________________
                                            Lynn Erickson



                                            ____________________________________
                                            Jon Hunt


                                            ____________________________________
                                            Dan Lyons


                                            EAGELSTON FAMILY TRUST
                                            Dated July 2, 1996


                                            By:_________________________________
                                            Its: Trustee


                                            ____________________________________
                                            Kenneth Pierce


                                            ____________________________________
                                            Les Minter


                                            ____________________________________
                                            David Seamans


                                            ____________________________________
                                            Valerie White


                                            ____________________________________
                                            Walt Laster


                                            ____________________________________
                                            Gerald Gauer


                                            ____________________________________
                                            Allen Carter


                                            ____________________________________
                                            Larry Cook



                                            ____________________________________
                                            Wayne E. Jensen





                                                SCHEDULE OF SELLERS

                                                      Number and
                                                   Class (A or B) of       Number and
                                 Number and        Shares to be Sold    Class (A or B) of    Gross Proceeds
                              Class (A or B) of     and Exchanged to      Shares to be        of Estimated
           Name                 Shares Owned             Buyer           Sold to Telpro      Purchase Price
           ----               -----------------    -----------------    -----------------    --------------
                                                                                 

INITIAL CLOSING


Larry Jordan                  1,275,000(A)         461,171(A)           --                   $ 6,625,917


Wayne E. Jensen & Lenore C.     512,500(A)
Jensen Family Trust             550,117(B)
  - Sold to Buyer                                  301,093(B)           --                   $ 4,325,981
  - Sold to Telpro                                 --                   512,500(A)           $10,941,266
                                                   --                   294,024(B)

Gary Keck                       250,000(A)
  - Sold to Buyer                68,750(B)
  - Sold to Telpro                                  68,750(B)           --                   $   987,772
                                                   --                   250,000(A)           $ 3,591,898

Mark Carlson                    125,000(A)
  - Sold to Buyer                34,375(B)
  - Sold to Telpro                                   1,640(A)           123,360(A)           $   517,449
                                                    34,375(B)           --                   $ 1,772,386

Larry Cook                      125,000(A)          48,707(B)                                  1,193,688
                                 34,375(B)          34,375(B)

Ivan James                       25,000(A)          25,000(A)           --                   $   359,189


Lynn Erickson                    12,500(A)          12,500(A)           --                   $   179,595


Jon Hunt                         12,500(A)          12,500(A)           --                   $   179,595


Dan Lyons                        12,500(A)          12,500(A)           --                   $   179,595


Eagelston Family Trust
Dated July 2, 1996               12,500(A)          12,500(A)           --                   $   179,595


                                                                                             Shares of
                                                                        Shares of Buyer's     Buyer's
                              Escrow               Rollover                  Series B         Common
           Name               Amount                Amount               Preferred Stock       Stock       Net Proceeds
           ----               ------               --------             -----------------    ---------     ------------
                                                                                            


INITIAL CLOSING


Larry Jordan                  $  905,622           $1,904,669           1,714.202            19,046.690    $ 3,815,626


Wayne E. Jensen & Lenore C.
Jensen Family Trust
  - Sold to Buyer             $1,509,537           $1,587,399           1,428.659            15,873.990    $ 1,229,045
  - Sold to Telpro            --                   --                   --                   --            $10,941,266


Gary Keck
  - Sold to Buyer
  - Sold to Telpro            $  452,811           $  476,167             428.550             4,761.670    $    58,794
                              --                   --                   --                   --            $ 3,591,898

Mark Carlson
  - Sold to Buyer
  - Sold to Telpro            $  226,406           $  238,084             214.276             2,380.840    $    52,958
                              --                   --                   --                   --            $ 1,772,386

Larry Cook                    --                   $1,193,681           1,074.313            11,936.810    [7]


Ivan James                    --                   --                   --                   --            $   359,189


Lynn Erickson                 --                   --                   --                   --            $   179,595


Jon Hunt                      --                   --                   --                   --            $   179,595


Dan Lyons                     --                   --                   --                   --            $   179,595


Eagelston Family Trust
Dated July 2, 1996            --                   --                   --                   --            $   179,595





                                                      Number and
                                                   Class (A or B) of       Number and
                                 Number and        Shares to be Sold    Class (A or B) of    Gross Proceeds
                              Class (A or B) of     and Exchanged to      Shares to be        of Estimated
           Name                 Shares Owned             Buyer           Sold to Telpro      Purchase Price
           ----               -----------------    -----------------    -----------------    --------------
                                                                                 



Kenneth Pierce                12,500(A)            12,500(A)            --                   $179,595

Les Minter                    12,500(A)            12,500(A)            --                   $179,595


David Seamans                 12,500(A)            12,500(A)            --                   $179,595


Valerie White                 12,500(A)            12,500(A)            --                   $179,595


Walt Laster                   12,500(A)            12,500(A)            --                   $179,595


Gerald Gauer                  12,500(A)            12,500(A)            --                   $179,595


Allen Carter                  12,500(A)            12,500(A)            --                   $179,595
                                                                                             --------


        Subtotal                                                                             $32,291,091
                                                                                             ===========

SECOND CLOSING

Larry Cook                    76,293(A)            76,293               --                   $1,096,091
                                                                                             ----------


        Totals                                                                               $33,387,238
                                                                                             ===========


                                                                                             Shares of
                                                                        Shares of Buyer's     Buyer's
                              Escrow               Rollover                  Series B         Common
           Name               Amount                Amount               Preferred Stock       Stock       Net Proceeds
           ----               ------               --------             -----------------    ---------     ------------
                                                                                            

Kenneth Pierce                --                   --                   --                   --            $   179,595

Les Minter                    --                   --                   --                   --            $   179,595


David Seamans                 --                   --                   --                   --            $   179,595


Valerie White                 --                   --                   --                   --            $   179,595


Walt Laster                   --                   --                   --                   --            $   179,595


Gerald Gauer                  --                   --                   --                   --            $   179,595


Allen Carter                  --                   --                   --                   --            $   179,595
                              ----------           ----------           -----                ------        -----------


        Subtotal              $3,094,377           $5,400,000           4,860                54,000        $23,796,714
                              ==========           ==========           =====                ======        ===========

SECOND CLOSING

Larry Cook                    --                   --                   --                   --            $ 1,096,147
                              ----------           ----------           -----                ------        -----------


        Totals                $3,094,377           $5,400,000           4,860                54,000        $24,892,861
                              ==========           ==========           =====                ======        ===========

EX-2.6

                                                                  EXHIBIT NO 2.6


                                                                  EXECUTION COPY

- --------------------------------------------------------------------------------








                            STOCK PURCHASE AGREEMENT

                                  by and among

                          GEORGE M. CONSTRUCTION, INC.,

                                THOMAS E. MURRELL

                                       and

                                 LINC.NET, INC.









                             Dated as of May 2, 2000





- --------------------------------------------------------------------------------



                                TABLE OF CONTENTS



                                                                                          Page
                                                                                      
ARTICLE I

         CERTAIN DEFINITIONS.............................................................- 1 -

         1.1          Definitions........................................................- 1 -

ARTICLE II

         PURCHASE AND SALE OF THE SHARES.................................................- 8 -

         2.1         Basic Transaction...................................................- 8 -
         2.2         Closing Transactions................................................- 9 -
         2.3         Purchase Price......................................................- 9 -
         2.4         Earnout Payments...................................................- 12 -
         2.5         Certain Adjustments Prohibited.....................................- 13 -

ARTICLE III

         CONDITIONS TO CLOSING..........................................................- 13 -

         3.1         Conditions to Buyer's Obligations..................................- 13 -
         3.2         Conditions to Seller's Obligations.................................- 16 -

ARTICLE IV

         [INTENTIONALLY OMITTED.].......................................................- 17 -

ARTICLE V

         REPRESENTATIONS AND WARRANTIES CONCERNING
         THE COMPANY AND SELLER.........................................................- 18 -

         5.1         Organization, Corporate Power and Licenses.........................- 18 -
         5.2         Capital Stock and Related Matters; Title to Shares.................- 18 -
         5.3         Authorization; Noncontravention....................................- 19 -
         5.4         Subsidiaries.......................................................- 19 -
         5.5         Financial Statements...............................................- 19 -
         5.6         Accounts Receivable................................................- 20 -
         5.7         Inventory..........................................................- 20 -
         5.8         Absence of Undisclosed Liabilities.................................- 20 -


                                       -i-



                                TABLE OF CONTENTS (CONTINUED)



                                                                                          Page
                                                                                      
         5.9         No Material Adverse Effect.........................................- 21 -
         5.10        Absence of Certain Developments....................................- 21 -
         5.11        Assets.............................................................- 23 -
         5.12        Contracts and Commitments..........................................- 25 -
         5.13        Intellectual Property Rights.......................................- 27 -
         5.14        Litigation.........................................................- 28 -
         5.15        Compliance with Laws...............................................- 28 -
         5.16        Environmental and Safety Matters...................................- 29 -
         5.17        Employees..........................................................- 30 -
         5.18        Employee Benefit Plans.............................................- 30 -
         5.19        Insurance..........................................................- 32 -
         5.20        Tax Matters........................................................- 32 -
         5.21        Brokerage and Transaction Bonuses..................................- 34 -
         5.22        Bank Accounts......................................................- 34 -
         5.23        Names and Locations................................................- 34 -
         5.24        Affiliate Transactions.............................................- 34 -
         5.25        Service Warranties.................................................- 34 -
         5.26        Customers and Suppliers............................................- 35 -
         5.27        Disclosure.........................................................- 35 -

ARTICLE VI

         REPRESENTATIONS AND WARRANTIES OF BUYER........................................- 35 -

         6.1         Organization and Power.............................................- 36 -
         6.2         Capitalization.....................................................- 36 -
         6.3         Authorization......................................................- 36 -
         6.4         No Violation.......................................................- 36 -
         6.5         Governmental Authorities and Consents..............................- 36 -
         6.6         Litigation.........................................................- 36 -
         6.7         Brokerage..........................................................- 37 -

ARTICLE VII

         [INTENTIONALLY OMITTED.........................................................- 37 -


                                      -ii-


                                                                                      

ARTICLE VIII

         ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING.................................- 37 -

         8.1         Survival of Representations and Warranties.........................- 37 -
         8.2         Indemnification....................................................- 38 -
         8.3         Mutual Assistance..................................................- 42 -
         8.4         Non-Competition; Non-Solicitation..................................- 42 -
         8.5         Press Release and Announcements....................................- 44 -
         8.6         Expenses...........................................................- 44 -
         8.7         Specific Performance...............................................- 44 -
         8.8         Arbitration Procedure..............................................- 44 -
         8.9         Further Assurances.................................................- 46 -
         8.10        Confidentiality....................................................- 46 -
         8.11        Tax Matters........................................................- 46 -

ARTICLE IX

         MISCELLANEOUS..................................................................- 48 -

         9.1         Amendment and Waiver...............................................- 48 -
         9.2         Notices............................................................- 49 -
         9.3         Successors and Assigns.............................................- 50 -
         9.4         Severability.......................................................- 51 -
         9.5         Interpretation.....................................................- 51 -
         9.6         Captions...........................................................- 51 -
         9.7         No Third-Party Beneficiaries.......................................- 51 -
         9.8         Complete Agreement.................................................- 52 -
         9.10        Delivery by Facsimile..............................................- 52 -
         9.11        Governing Law......................................................- 52 -
         9.12        Schedules..........................................................- 52 -




                                      -iii-



                             EXHIBITS AND SCHEDULES

EXHIBITS:

Exhibit A-1       -        Employment Agreements (Murrell)
Exhibit A-2       -        Employment Agreement (Hamilton, George, Crouch)
Exhibit B         -        Executive Purchase Agreement
Exhibit C         -        Amended and Restated Stockholders Agreement
Exhibit D         -        Amended and Restated Registration Agreement
Exhibit E         -        Opinion of Counsel for Seller and the Company
Exhibit F         -        Real Property Distribution
Exhibit G         -        Lease Agreement


SCHEDULES

Accounting Schedule
Accounts Receivable Schedule
Affiliated Transactions Schedule
Assets Schedule
Bank Account Schedule
Brokerage Schedule
Buyer Consents Schedule
Compliance Schedule
Contracts Schedule
Customers and Suppliers Schedule
Developments Schedule
Employee Benefits Schedule
Employees Schedule
Environmental Schedule
Financial Statements Schedule
Indemnification Schedule
Insurance Schedule
Intellectual Property Schedule
Leased Realty Schedule
Liabilities Schedule
Litigation Schedule
Material Adverse Effect Schedule
Names and Locations Schedule
Officers and Directors Schedule
Permits Schedule
Permitted Liens Schedule
Restrictions Schedule

                                      -iv-



Taxes Schedule
Transaction Bonuses Schedule
Warranty Schedule


















                                       -v-



                            STOCK PURCHASE AGREEMENT

                  THIS STOCK PURCHASE AGREEMENT (this "AGREEMENT") is made and
entered into as of April __, 2000, by and among George M. Construction, Inc., a
Texas corporation (the "COMPANY"), Thomas E. Murrell ("SELLER") and Linc.net,
Inc. a Delaware corporation ("BUYER").

                  WHEREAS, Seller owns all of the issued and outstanding capital
stock of the Company (the "SHARES"); and

                  WHEREAS, on the terms and subject to the conditions set forth
in this Agreement, Buyer desires to purchase from Seller, and Seller desires to
sell to Buyer, all of the Shares.

                  NOW, THEREFORE, in consideration of the mutual covenants,
agreements and understandings contained herein and intending to be legally
bound, the parties hereto hereby agree as follows:


                                    ARTICLE I

                               CERTAIN DEFINITIONS

         1.1 DEFINITIONS. For the purposes of this Agreement, the following
terms have the meanings set forth below:

                  "ACCOUNTING FIRM" has the meaning set forth in Section 2.3(c).

                  "AFFILIATE" of any particular Person means any other Person
controlling, controlled by or under common control with such Person. For
purposes of this definition, "CONTROL" (including the terms "CONTROLLING,"
"CONTROLLED BY" and "UNDER COMMON CONTROL WITH") means the possession, direct or
indirect, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise, and such "control" will be presumed if any Person owns
10% or more of the voting capital stock or other ownership interests, directly
or indirectly, of any other Person.

                  "AFFILIATED GROUP" means an affiliated group as defined in
Section 1504 of the Code (or any analogous combined, consolidated or unitary
group defined under state, local or foreign income Tax law) of which the Company
is or has been a member.

                  "AGGREGATE 2000 SAN ANTONIO LOSS" has the meaning set forth in
Section 2.4(b).

                  "AGREEMENT" has the meaning set forth in the preamble.

                  "APPLICABLE RATE" means the prime rate of interest reported
from time to time by the WALL STREET JOURNAL.

                  "BUYER" has the meaning set forth in the preamble.

                                      - 1 -



                  "BUYER PARTIES" has the meaning set forth in Section 8.2(a).

                  "CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.

                  "CLOSING" has the meaning set forth in Section 2.2(a).

                  "CLOSING BALANCE SHEET" has the meaning set forth in Section
2.3(c).

                  "CLOSING CASH AMOUNT" has the meaning set forth in Section
2.3(a).

                  "CLOSING DATE" has the meaning set forth in Section 2.2(a).

                  "CLOSING INDEBTEDNESS" has the meaning set forth in Section
2.3(a).

                  "CLOSING TAX LIABILITY" has the meaning set forth in Section
2.3(a).

                  "CODE" means the Internal Revenue Code of 1986, as amended,
and any reference to any particular Code section shall be interpreted to include
any revision of or successor to that section regardless of how numbered or
classified.

                  "COMPANY" has the meaning set forth in the preamble.

                  "COMPANY TRANSACTION" means any (a) reorganization,
liquidation, dissolution or recapitalization of the Company, (b) merger or
consolidation involving the Company, (c) purchase or sale of any assets or
capital stock (or any rights to acquire, or securities convertible into or
exchangeable for, any such capital stock) of the Company (other than the
purchase and sale of inventory and capital equipment in the ordinary course of
business consistent with past custom and practice), or (d) similar transaction
or business combination involving the Company or its business or assets.

                  "CONFIDENTIAL INFORMATION" means all information of a
confidential or proprietary nature (whether or not specifically labeled or
identified as "confidential"), in any form or medium, that relates to the
business, products, services or research or development of the Company or its
suppliers, distributors, customers, independent contractors or other business
relations. Confidential Information includes, but is not limited to, the
following: (i) internal business information (including information relating to
strategic and staffing plans and practices, business, training, marketing,
promotional and sales plans and practices, cost, rate and pricing structures and
accounting and business methods); (ii) identities of, individual requirements
of, specific contractual arrangements with, and information about, the Company's
suppliers, distributors, customers, independent contractors or other business
relations and their confidential information; (iii) trade secrets, know-how,
compilations of data and analyses, techniques, systems, formulae, recipes,
research, records, reports, manuals, documentation, models, data and data bases
relating thereto; (iv) inventions,

                                      - 2 -



innovations, improvements, developments, methods, designs, analyses, drawings,
reports and all similar or related information (whether or not patentable); and
(v) other Intellectual Property Rights.

                  "DISPUTES" has the meaning set forth in Section 8.8(a).

                  "DISPUTING PERSON" has the meaning set forth in Section
8.8(b).

                  "EARNOUT PAYMENT" has the meaning set forth in Section 2.4(c).

                  "EBITDA" means, for any period, the Company's net income for
such period, PLUS, to the extent (but only to the extent) deducted in
determining such net income (A) income tax expense, (B) interest expense for
indebtedness for borrowed money, (C) depreciation expense and (D) amortization
expense, MINUS to the extent (but only to the extent) added in determining such
consolidated net income (Y) interest income and (Z) extraordinary or
nonrecurring items of income or gain. For purposes of this Agreement, EBITDA
shall not take into account revenues, costs or expenses of the Company relating
to or arising out of jobs involving road or highway construction. Except as
otherwise specifically set forth on the ACCOUNTING SCHEDULE, net income and
corresponding EBITDA shall be determined in accordance with GAAP.

                  "EMPLOYMENT AGREEMENTS" has the meaning set forth in Section
3.1(i).

                  "ENCUMBRANCE" means any lien, charge, security interest,
claim, pledge, Tax, option, warrant, right, contract, call, commitment, equity,
demand, proxy, voting agreement, restriction on transfer (other than
restrictions on transfer under the Securities Act and applicable state
securities laws) or other encumbrance.

                  "ENVIRONMENTAL AND SAFETY REQUIREMENTS" means all federal,
state, local and foreign statutes, regulations, ordinances and other provisions
having the force or effect of law, all judicial and administrative orders and
determinations, all contractual obligations and all common law, in each case
concerning public health and safety, worker health and safety and pollution or
protection of the environment (including all those relating to the presence,
use, production, generation, handling, transport, treatment, storage, disposal,
distribution, labeling, testing, processing, discharge, release, threatened
release, control or cleanup of any hazardous or otherwise regulated materials,
substances or wastes, chemical substances or mixtures, pesticides, pollutants,
contaminants, toxic chemicals, petroleum products or byproducts, asbestos,
polychlorinated biphenyls, noise, radiation or radon), each as amended and as
now or hereafter in effect.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

                  "ESTIMATED PURCHASE PRICE" has the meaning set forth in
Section 2.3(b).

                  "EXCESS COMPENSATION" has the meaning set forth in Section
2.3(a).


                                      - 3 -



                  "EXCLUDED WRITE-OFF" has the meaning set forth in Section
2.3(a).

                  "EXECUTIVE PURCHASE AGREEMENT" has the meaning set forth in
Section 3.1(j).

                  "EXECUTIVE SECURITIES" means the shares of Buyer's Series A
Preferred Stock and Common Stock issued to the Seller pursuant to the Executive
Purchase Agreement between Seller and Buyer.

                  "FINAL DETERMINATION" has the meaning set forth in Section
8.8(d).

                  "FINAL PURCHASE PRICE" has the meaning set forth in Section
2.3(d).

                  "GAAP" means United States generally accepted accounting
principles, as in effect from time to time.

                  "GOVERNMENTAL APPROVALS" has the meaning set forth in Section
3.1(b).

                  "GUARANTY" means any agreement, undertaking or arrangement by
which any Person guarantees, endorses or otherwise becomes or is contingently
liable upon the debt, obligation or other liability of any other Person (other
than by endorsements of instruments in the ordinary course of collection), or
guaranties of the payment of dividends or other distributions upon the shares of
any other Person.

                  "HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended.

                  "INDEBTEDNESS" means, with respect to any Person at any date,
without duplication: (i) all obligations of such Person for borrowed money or in
respect of loans or advances, (ii) all obligations of such Person evidenced by
bonds, debentures, notes or other similar instruments or debt securities, (iii)
all obligations in respect of letters of credit and bankers' acceptances issued
for the account of such Person, (iv) all obligations arising from cash/book
overdrafts, (v) all obligations arising from deferred compensation arrangements,
(vi) all obligations of such Person secured by a Lien, (vii) all Guaranties of
such Person in connection with any of the foregoing, but only to the extent that
payment is actually required under the Guaranties or if such Guaranties are not
terminated by Seller as of the Closing, (viii) all capital lease obligations,
(ix) all deferred rent, (x) all indebtedness for the deferred purchase price of
property or services with respect to which a Person is liable, contingently or
otherwise, as obligor or otherwise (other than trade payables incurred in the
ordinary course of business which are not past due more than 60 days), (xi) all
other liabilities classified as non-current liabilities in accordance with GAAP
as of the Closing Date, except deferred federal income taxes, and (xii) all
accrued interest, prepayment premiums or penalties related to any of the
foregoing.

                  "INDEMNITEE" has the meaning set forth in Section 8.2(d).

                                      - 4 -



                  "INDEMNITOR" has the meaning set forth in Section 8.2(d).

                  "INSURANCE RECOVERY AMOUNT" has the meaning set forth in
Section 8.2(b)(v).

                  "INTELLECTUAL PROPERTY RIGHTS" means all (i) patents, patent
applications, patent disclosures and inventions, (ii) Internet domain names,
trademarks, service marks, trade dress, trade names, logos and corporate names
and registrations and applications for registration thereof together with all of
the goodwill associated therewith, (iii) copyrights (registered or unregistered)
and copyrightable works and registrations and applications for registration
thereof, (iv) mask works and registrations and applications for registration
thereof, (v) computer software, data, data bases and documentation thereof, (vi)
trade secrets and other confidential information (including ideas, formulas,
recipes, compositions, inventions (whether patentable or unpatentable and
whether or not reduced to practice), know-how, manufacturing and production
processes and techniques, research and development information, drawings,
specifications, designs, plans, proposals, technical data, copyrightable works,
financial and marketing plans and customer and supplier lists and information),
(vii) other intellectual property rights and (viii) copies and tangible
embodiments thereof (in whatever form or medium).

                  "INVESTMENT" as applied to any Person means (i) any direct or
indirect purchase or other acquisition by such Person of any notes, obligations,
instruments, stock, securities or ownership interest (including limited
liability company interests, partnership interests and joint venture interests)
of any other Person and (ii) any capital contribution by such Person to any
other Person.

                  "KNOWLEDGE" with respect to any matter means that which any of
Thomas E. Murrell, Thomas Hamilton, Thomas Coale and John George knows or should
know after reasonable investigation (including inquiry of the Company's legal
and accounting advisors' actual knowledge); provided, that "knowledge" regarding
the union plans referenced on the EMPLOYEE BENEFITS SCHEDULE means only the
actual knowledge of any of Thomas E. Murrell, Thomas Hamilton, Thomas Coale and
John George.

                  "LATEST BALANCE SHEET" has the meaning set forth in Section
5.5(b).

                  "LEASE AGREEMENT" has the meaning set forth in Section 3.1(p).

                  "LEASED REAL PROPERTY" and "LEASED REALTY" have the respective
meanings set forth in Section 5.11(b).

                  "LIEN" means any mortgage, pledge, hypothecation, lien
(statutory or otherwise), preference, priority, security interest, security
agreement, easement, covenant, restriction or other encumbrance of any kind or
nature whatsoever (including any conditional sale or other title retention

                                      -5-



agreement and any lease having substantially the same effect as any of the
foregoing and any assignment or deposit arrangement in the nature of a security
device).

                  "LOSSES" has the meaning set forth in Section 8.2(a).

                  "MATERIAL ADVERSE EFFECT" means a material and adverse effect
or development upon the business, operations, assets, liabilities, financial
condition, value, business prospects, operating results, cash flow or employee,
customer or supplier relations of the Company.

                  "MONTHLY SAN ANTONIO LOSS"  has the meaning set forth in
Section 2.4(b).

                  "NET CURRENT ASSETS" means as of any date of determination,
the excess of the Company's total current assets (excluding cash) as of such
date over the Company's total current liabilities as of such date determined in
accordance with GAAP except as otherwise specifically provided herein. In
determining total current assets and total current liabilities hereunder, (i)
all accounting entries shall be taken into account regardless of their amount
and all errors and omissions corrected, (ii) all proper adjustments shall be
made, and (iii) appropriate reserves for all liabilities and obligations for
which reserves are appropriate in accordance with GAAP shall be included.

                  "1999 SAN ANTONIO LOSS" means the San Antonio EBITDA for the
twelve months ended December 31, 1999.

                  "NOTICE OF ARBITRATION" has the meaning set forth in Section
8.8(b).

                  "NOTICE OF DISAGREEMENT" has the meaning set forth in Section
2.3(c).

                  "PERMITTED LIENS" means (i) Liens that are set forth on the
PERMITTED LIENS SCHEDULE attached hereto, (ii) Liens for Taxes not delinquent or
the validity of which are being contested in good faith by appropriate
proceedings and as to which adequate reserves have been established on the
Company's financial statements in accordance with GAAP, (iii) statutory
landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens
arising or incurred in the ordinary course of business and (iv) Liens arising
from zoning ordinances.

                  "PERSON" means any individual, sole proprietorship,
partnership, joint venture, trust, unincorporated association, corporation,
limited liability company, entity or governmental entity (whether federal,
state, county, city or otherwise and including any instrumentality, division,
agency or department thereof).

                  "PLAN" has the meaning set forth in Section 5.18(a).

                  "POSITIVE MONTHS" has the meaning set forth in Section 2.4(c).


                                      -6-



                  "PRE-CLOSING TAXES" has the meaning set forth in Section
8.11(b).

                  "PRICE ADJUSTMENT COMPONENTS" has the meaning set forth in
Section 2.3(a).

                  "PURCHASE PRICE" has the meaning set forth in Section 2.3(a).

                  "REALTY LEASES" has the meaning set forth in Section 5.11(b).

                  "REGISTRATION AGREEMENT" has the meaning set forth in Section
3.1(l).

                  "RESTRICTED TERRITORIES" has the meaning set forth in Section
8.4(a).

                  "RESTRICTIVE COVENANTS" has the meaning set forth in Section
8.4(c).

                  "REVIEWING ACCOUNTING FIRM" has the meaning set forth in
Section 2.4(c).

                  "SAN ANTONIO EBITDA" means for any period, the Company's
EBITDA for its San Antonio operations; provided that such EBITDA shall exclude
any overhead or general or administrative expenses associated with the Company's
headquarters in Houston and any of Buyer's overhead or general and
administrative expenses.

                  "SAN ANTONIO REPORTS" has the meaning set forth in Section
2.4(a).

                  "SECURITIES ACT" means the Securities Act of 1933, as amended,
or any similar federal law then in force.

                  "SELLER" has the meaning set forth in the preamble.

                  "SHARES" has the meaning set forth in the preamble.

                  "STOCKHOLDERS AGREEMENT" has the meaning set forth in Section
3.1(k).

                  "STRADDLE TAX RETURNS" has the meaning set forth in Section
8.11(b).

                  "SUBSIDIARY" means, with respect to any Person, any
corporation, partnership, limited liability company, association or other
business entity of which (i) if a corporation, a majority of the total voting
power of shares of stock entitled (irrespective of whether, at the time, stock
of any other class or classes of such corporation shall have or might have
voting power by reason of the happening of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a partnership,
limited liability


                                      -7-



company, association or other business entity, a majority of the partnership or
other similar ownership interest thereof is at the time owned or controlled,
directly or indirectly, by that Person or one or more Subsidiaries of that
Person or a combination thereof.

                  "TAX" means any (i) federal, state, local or foreign income,
gross receipts, franchise, estimated, alternative minimum, add-on minimum,
sales, use, transfer, registration, value added, excise, natural resources,
severance, stamp, occupation, premium, windfall profit, environmental, customs,
duties, real property, personal property, capital stock, social security,
unemployment, disability, payroll, license, employee or other withholding, or
other tax, of any kind whatsoever, including any interest, penalties or
additions to tax or additional amounts in respect of the foregoing; (ii)
liability of the Company for the payment of any amounts of the type described in
clause (i) above arising as a result of being (or ceasing to be) a member of any
Affiliated Group (or being included (or required to be included) in any Tax
Return relating thereto); and (iii) liability of the Company for the payment of
any amounts of the type described in clause (i) above as a result of any express
or implied obligation to indemnify or otherwise assume or succeed to the
liability of any other Person.

                  TAX REDUCTION AMOUNT" has the meaning set forth in Section
8.2(b)(v).

                  "TAX RETURNS" means returns, declarations, reports, claims for
refund, information returns or other documents (including any related or
supporting schedules, statements or information) filed or required to be filed
in connection with the determination, assessment or collection of any Taxes of
any party or the administration of any laws, regulations or administrative
requirements relating to any Taxes.

                  "THIRD-PARTY APPROVALS" has the meaning set forth in Section
3.1(a).

                  "UNBILLED WIP" has the meaning set forth in Section 2.3(a).


                                   ARTICLE II

                         PURCHASE AND SALE OF THE SHARES

         2.1 BASIC TRANSACTION. On the terms and subject to the conditions set
forth in this Agreement, at the Closing, Buyer shall purchase from Seller, and
Seller shall sell, convey, assign, transfer and deliver to Buyer, all of the
Shares, free and clear of all Encumbrances.

         2.2 CLOSING TRANSACTIONS.

                                      -8-



                  (a) CLOSING. The closing of the transactions contemplated by
this Agreement (the "CLOSING") shall take place at the offices of Kirkland &
Ellis in Chicago, Illinois, at 9:00 a.m. local time on April ___, 2000, or at
such other time or place as is mutually agreeable to the parties, or, if any of
the conditions to Closing set forth in Article III have not been satisfied at or
waived by the party entitled to the benefit thereof on or prior to such date, on
the second business day following satisfaction or waiver of such conditions (the
"CLOSING DATE").

                  (b)      DELIVERIES.  At the Closing:

                           (i)      Buyer shall pay to Seller cash in an amount
equal to the Estimated Purchase Price, by wire transfer of immediately available
funds to an account designated by Seller;

                           (ii)     Seller shall deliver to Buyer the
certificate or certificates representing the Shares, duly endorsed in blank or
accompanied by duly executed stock powers, with appropriate transfer stamps (if
any) affixed thereto;

                           (iii)    the Company, Seller and Buyer, as
applicable, shall deliver the opinions, certificates and other documents and
instruments required to be delivered by or on behalf of such party under
Article III below; and

                           (iv)     Seller shall deliver to Buyer all corporate
books and records and other property of the Company in his possession.

         2.3 PURCHASE PRICE.

                  (a) The aggregate purchase price to be paid for the Shares
(the "PURCHASE PRICE") shall be an amount equal to (i)(A) 4.5 MULTIPLIED BY
(B)(1) the EBITDA of the Company for the twelve months ended December 31, 1999,
PLUS (2) the $591,006 of accounts receivable that were written off in the first
calendar quarter of 1999 because they represented either duplicate or incorrect
billings (the "EXCLUDED WRITE-OFF"), PLUS (3) the amount of compensation paid by
the Company to Seller in excess of $200,000 for services performed by Seller for
the Company with respect to the twelve months ended December 31, 1999 (the
"EXCESS COMPENSATION"), PLUS (4) the amount of the Company's unbilled work in
process as of December 31, 1999 (the "UNBILLED WIP") if not otherwise already
included in calculating EBITDA, MINUS (ii) an amount equal to the aggregate
amount of all Indebtedness (if any) of the Company existing as of the end of
business on the day immediately preceding the Closing Date (the "CLOSING
INDEBTEDNESS"), MINUS (iii) an amount equal to the aggregate amount of all
foreign, federal, state and local Taxes of or payable by the Company with
respect to any taxable year or taxable period or portion thereof ended on or
prior to the end of business on the day immediately preceding the Closing Date
to the extent not already included in Closing Indebtedness (the "CLOSING TAX
LIABILITY"), MINUS (iv) the amount (if any) by which the cash of the Company as
of the end of business on the day immediately preceding the Closing Date as


                                      -9-



shown on the Closing Balance Sheet (as defined in Section 2.3(c) below and as
prepared in accordance with the provisions thereof) (the "CLOSING CASH AMOUNT")
is less than $1,700,000. The parties recognize and agree that the San Antonio
Loss was included in calculating the Company's EBITDA for the twelve months
ended December 31, 1999, and shall be subject to adjustment following the
Closing pursuant to Section 2.3(c) below. The EBITDA of the Company for the
twelve months ended December 31, 1999, the Excluded Write-Off, the Excess
Compensation, the Unbilled WIP, the Closing Indebtedness, the Closing Tax
Liability, the Closing Cash Amount and the 1999 San Antonio Loss shall
hereinafter collectively be referred to as the "PRICE ADJUSTMENT COMPONENTS."

                  (b) At the Closing, Buyer shall pay to Seller in the manner
described in clause (i) of Section 2.2(b) above an amount equal to the Purchase
Price, including the Price Adjustment Components, as estimated in good faith by
Buyer and Seller in a writing completed not less than two days prior to the
Closing (the "ESTIMATED PURCHASE PRICE").

                  (c) Within 120 days following the Closing Date, Buyer shall
deliver to Seller a balance sheet of the Company as of the end of the business
day on the day immediately preceding the Closing Date (in its final and binding
form, the "CLOSING BALANCE SHEET"), including Buyer's calculation of each of the
Price Adjustment Components (as of the dates contained in the definitions
thereof provided under Section 2.3(a) above) and the resulting Purchase Price
calculated with reference to such amounts. The Closing Balance Sheet shall
include all known adjustments required in a year-end closing of the books and
shall be prepared in accordance with GAAP, except as otherwise provided in
Section 2.5 below. Seller shall cooperate as reasonably requested in connection
with the preparation of the Closing Balance Sheet. During the 20-day period
immediately following Seller's receipt of the Closing Balance Sheet, Seller
shall be permitted to review the Company's books and records and the Company's
working papers related to the preparation of the Closing Balance Sheet and
determination of the Purchase Price. The Closing Balance Sheet, the Price
Adjustment Components and the resulting Purchase Price shall become final and
binding upon the parties 20 days following Seller's receipt thereof, unless
Seller shall give written notice of its disagreement (a "NOTICE OF
DISAGREEMENT") to Buyer prior to such date. Any Notice of Disagreement shall
specify in reasonable detail the nature and dollar amount of any disagreement so
asserted and shall be delivered only if (and to the extent that) Seller
reasonably and in good faith determines that the Closing Balance Sheet, the
Price Adjustment Components and the resulting Purchase Price calculated with
reference thereto delivered by Buyer has not been determined in accordance with
the guidelines and procedures set forth in this Agreement. If a timely Notice of
Disagreement is received by Buyer, then the Closing Balance Sheet, the Price
Adjustment Components and the resulting Purchase Price (as revised in accordance
with clause (x) or (y) below) shall become final and binding upon the parties on
the earliest of (x) the date the parties resolve in writing any differences they
have with respect to the matters specified in the Notice of Disagreement or (y)
the date all matters in dispute are finally resolved in writing by the
Accounting Firm (defined below). During the 20 days following delivery of a
Notice of Disagreement, the Parties shall seek in good faith to resolve in
writing any differences which they have with respect to the


                                      -10-


matters specified in the Notice of Disagreement. Following delivery of a Notice
of Disagreement, Buyer and its agents and representatives shall be permitted to
review Seller's and its representatives' working papers relating to the Notice
of Disagreement. At the end of the 20-day period referred to above, the parties
shall submit to a mutually satisfactory independent "big-five" accounting firm
other than Ernst & Young LLP for review and resolution of all matters (but only
such matters) that remain in dispute and that were properly included in the
Notice of Disagreement. If the parties are unable to mutually agree upon an
accounting firm, Buyer and Seller shall select by lot a "big-five" accounting
firm other than Ernst & Young LLP. The parties shall instruct the accounting
firm ultimately agreed upon or selected by lot under this Section 2.3(c) (the
"ACCOUNTING FIRM") to make a final determination of the Closing Balance Sheet,
the Price Adjustment Components and the resulting Purchase Price calculated with
reference to such amounts to the extent such amounts are in dispute, in
accordance with the guidelines and procedures set forth in this Agreement. The
Parties will cooperate with the accounting firm during the term of its
engagement. The Parties shall instruct the Accounting Firm to not assign a value
to any item in dispute greater than the greatest value for such item assigned by
Buyer, on the one hand, or Seller, on the other hand, or less than the smallest
value for such item assigned by Buyer, on the one hand, or Seller, on the other
hand. The Parties shall also instruct the Accounting Firm to make its
determination based solely on presentations by Buyer and Seller which are in
accordance with the guidelines and procedures set forth in this Agreement (i.e.
not on the basis of an independent review). The Closing Balance Sheet and the
determination of the Price Adjustment Components and the resulting Purchase
Price calculated with reference thereto shall become final and binding on the
Parties on the date the Accounting Firm delivers its final resolution in writing
to the parties (which final resolution shall be requested by the Parties to be
delivered not more than 45 days following submission of such disputed matters).
The fees and expenses of the Accounting Firm shall be shared equally by Buyer
and Seller.

                  (d) Promptly after the Closing Balance Sheet and the
determination of the Price Adjustment Components and the resulting Purchase
Price calculated with reference to such amounts become final and binding on the
parties under Section 2.3(c) above, the Estimated Purchase Price shall be
recalculated by giving effect to the final and binding Price Adjustment
Components (as recalculated, the "FINAL PURCHASE PRICE"). If the Estimated
Purchase Price is greater than the Final Purchase Price, Seller shall, and if
the Final Purchase Price is greater than the Estimated Purchase Price, Buyer
shall, within three business days after the Closing Balance Sheet, the Price
Adjustment Components and the resulting Purchase Price become final and binding
on the parties, make payment by wire transfer to Buyer or Seller, as the case
may be, in immediately available funds of the amount of such difference,
together with interest thereon at a rate per annum equal to the Applicable Rate,
calculated on the basis of the actual number of days elapsed over 360, from the
Closing Date to the date of payment.


                                      -11-



         2.4 EARNOUT PAYMENTS.

                  (a) Following Closing, the Company shall cause to be prepared
monthly reports (the "SAN ANTONIO REPORTS") setting forth in reasonable detail
the San Antonio EBITDA for the previous calendar month. Each San Antonio Report
shall be prepared in accordance with GAAP (except as otherwise specifically
provided herein) and shall be completed no later than 45 days following the last
day of the month with respect to which such San Antonio Report is prepared;
PROVIDED THAT the San Antonio EBITDA for January, February and March 2000 may be
included in the San Antonio Report for April 2000. A copy of each San Antonio
Report shall be promptly delivered to Seller upon its completion.

                  (b) In the event that a San Antonio Report indicates that the
Company realized negative San Antonio EBITDA for the month with respect to which
such San Antonio Report was issued (a "MONTHLY SAN ANTONIO LOSS"), such Monthly
San Antonio Loss shall be aggregated with all prior 2000 Monthly San Antonio
Losses (if any)(such sum hereinafter referred to as the "AGGREGATE 2000 SAN
ANTONIO LOSS") for purposes of calculating the amount of the Earnout Payment
pursuant to Section 2.4(c) below.

                  (c) In the event that the San Antonio Reports indicate that
the Company has realized positive monthly San Antonio EBITDA for at least two
consecutive months (the "POSITIVE MONTHS") or in the event that Seller provides
written notice (a "TERMINATION NOTICE") to the Company of his desire that the
Company's San Antonio Operations be discontinued, Buyer shall deliver by wire
transfer of immediately available funds, to an account designated by Seller, at
such time as the amounts in clauses (i) and (ii) below are finally determined,
an amount equal to 4.5 MULTIPLIED BY the excess, if any, of (i) the absolute
value of the amount of the 1999 San Antonio Loss as settled on the final Closing
Balance Sheet over (ii) the absolute value of the Aggregate 2000 San Antonio
Loss, if any, for the period beginning January 1, 2000 and ending the last day
of the second of the Positive Months or the date of delivery of the Termination
Notice, whichever is applicable (the "EARNOUT PAYMENT").

                  (d) Each San Antonio Report shall be final and binding upon
Buyer and Seller for all purposes unless, within 20 days after the delivery of
such San Antonio Report, Seller requests in writing that a nationally recognized
"Big Five" accounting firm (other than Ernst & Young LLP) (the "REVIEWING
ACCOUNTING FIRM"), mutually agreed upon by Buyer and Seller, review such San
Antonio Report and determine the San Antonio EBITDA identified therein. The
adjustment (if any) of San Antonio EBITDA contemplated in the disputed San
Antonio Report by the Reviewing Accounting Firm shall be final, conclusive and
binding on Buyer and Seller, and all fees, expenses and disbursements of the
Reviewing Accounting Firm shall be borne by (i) Buyer (in the case that the
absolute value of the San Antonio EBITDA as determined by the Reviewing
Accounting Firm is more than 10% greater than the absolute value of the San
Antonio EBITDA as set forth on the disputed San Antonio Report) or (ii) Seller
(in the case that the absolute value of the San Antonio EBITDA as


                                      -12-



determined by the Reviewing Accounting Firm is less than or equal to 10% greater
than the absolute value of the San Antonio EBITDA as set forth on the disputed
San Antonio Report).

         2.5 CERTAIN ADJUSTMENTS PROHIBITED. Notwithstanding any contrary terms
or provisions of this Agreement, the Closing Balance Sheet shall be prepared,
adjustments (if any) to the Price Adjustment Components shall be made, and the
Final Purchase Price shall be calculated in accordance with the provisions set
forth on the ACCOUNTING SCHEDULE.


                                   ARTICLE III

                              CONDITIONS TO CLOSING

         3.1 CONDITIONS TO BUYER'S OBLIGATIONS. The obligation of Buyer to
consummate the transactions contemplated by this Agreement is subject to the
satisfaction of the following conditions on or prior to the Closing Date:

                  (a) The representations and warranties in Article V hereof
that are subject to materiality qualifications shall be true and correct in all
respects at and as of the Closing and the representations and warranties
contained in Article V hereof that are not subject to materiality qualifications
shall be true and correct in all material respects at and as of the Closing, and
each of Seller and the Company shall have performed in all material respects all
of the covenants and agree ments required to be performed by Seller and the
Company hereunder prior to the Closing;

                  (b) Seller and the Company shall have received or obtained all
third-party consents and approvals that are necessary (i) for the consummation
of the transactions contemplated hereby or (ii) to prevent a breach of or
default under, or a termination, modification or acceleration of, any
instrument, contract, lease, license or other agreement identified with an
asterisk on the attached RESTRICTIONS SCHEDULE (collectively, the "THIRD-PARTY
APPROVALS"), in each case on terms reasonably satisfactory to Buyer;

                  (c) Buyer and the Company shall have received or obtained all
governmental and regulatory consents, approvals, licenses and authorizations
that are necessary (i) for the consummation of the transactions contemplated
hereby or (ii) for Buyer to own the Shares and to operate the businesses of and
control the Company following the Closing (including any required approvals from
the State of Texas), in each case on terms and conditions reasonably
satisfactory to Buyer (collectively, the "GOVERNMENTAL APPROVALS");

                  (d) No suit, action or other proceeding shall be pending or
threatened before any court or governmental or regulatory official, body or
authority or any arbitrator wherein an unfavorable injunction, judgment, order,
decree, ruling or charge would (i) prevent the performance of this


                                      -13-



Agreement or the consummation of any of the transactions contemplated hereby or
declare unlawful any of the transactions contemplated hereby, (ii) cause any of
the transactions contemplated by this Agreement to be rescinded following
consummation, (iii) affect adversely the right of Buyer to own the Shares or
operate the businesses of or control the Company or (iv) affect adversely the
right of the Company to own its assets or control its businesses, and no such
injunction, judgment, order, decree or ruling shall have been entered or be in
effect;

                  (e) Since December 31, 1999, there shall have been no material
adverse change, in the aggregate taking into account all changes, or development
in the business, financial condition, value, operating results, assets,
operations, business prospects, cash flow or customer, supplier or employee
relations of the Company taken as a whole (as determined by Buyer in its sole
discretion);

                  (f) Buyer shall have completed and shall be satisfied in its
reasonable discretion with the results of its and its attorneys', accountants'
and other representatives' business, legal, accounting and financial due
diligence investigation and evaluation of the Company (which investigation and
evaluation shall include a review of the Company's relationships with key
customers and suppliers, ongoing relationships with key employees (including
Seller) and Intellectual Property Rights, as well as the Company's acquisition
opportunities and any other matters as deemed appropriate by Buyer);

                  (g) Buyer shall have obtained all of the financing it needs in
order to consummate the transactions contemplated hereby and fund the working
capital requirements of the Company following the Closing (in each case on terms
and conditions satisfactory to Buyer in its sole discretion);

                  (h) Seller shall have delivered to the Company (i) all
property owned by the Company that is currently used by any persons who are not
full-time employees of the Company, and (ii) all credit cards issued in the name
of the Company and used by any persons who are not full-time employees of the
Company;

                  (i) The Company shall have obtained and delivered to Buyer a
letter of consent and estoppel certificate and landlord lien waiver from each
lessor of the Leased Realty in form and substance reasonably satisfactory to
Buyer and Buyer's lender and their special counsel and such other endorsements
and affidavits and related items as Buyer or Buyer's lenders may reasonably
request;

                  (j) The Company shall have terminated all employment
agreements between the Company and its employees, and each of Seller, Thomas
Hamilton, Johnny George and Glen Crouch shall have entered into an agreement for
employment with the Company in forms substantially the same as those attached
hereto as EXHIBIT A-1 (in the case of Seller) and EXHIBIT A-2 (in the case of
Messrs. Hamilton, George and Crouch), respectively (the "EMPLOYMENT
AGREEMENTS"), and all of such agreements shall be in full force and effect at
the Closing;


                                      -14-



                  (k) Seller shall have entered into an executive stock purchase
agreement with Buyer providing for the purchase of capital stock of Buyer, in
form substantially the same as that attached hereto as EXHIBIT B (the "EXECUTIVE
PURCHASE AGREEMENT"), and such agreement shall be in full force and effect at
the Closing;

                  (l) Seller shall have entered into an Amended and Restated
Stockholders Agreement among Buyer and the stockholders of Buyer dated December
21, 1999 and attached hereto as EXHIBIT C (the "STOCKHOLDERS AGREEMENT"), and
such agreement shall be in full force and effect at the Closing;

                  (m) Seller shall have entered into an Amended and Restated
Registration Agreement among Buyer and the stockholders of Buyer dated December
21, 1999 and attached hereto as EXHIBIT D (the "REGISTRATION AGREEMENT"), and
such agreement shall be in full force and effect at the Closing;

                  (n) Buyer shall have received from Baker & Hostetler LLP,
counsel for Seller and the Company, an opinion with respect to the matters set
forth in EXHIBIT E attached hereto, which shall be addressed to Buyer and
Buyer's lenders, dated as of the Closing Date, and in form and substance
reasonably satisfactory to Buyer and Buyer's lenders;

                  (o) Buyer shall have received evidence (in form and substance
satisfactory to Buyer) that the Company's and Seller's legal counsel, investment
bankers, brokers, and other agents and representatives have been paid in full
and that the Company has no liability to any of the Company's or Seller's legal
counsel, investment bankers, brokers, agents or representatives;

                  (p) The Company shall have obtained releases of all Liens
(other than any Permitted Liens) relating to the assets and properties of the
Company and the Company shall have obtained and delivered to Buyer and Buyer's
lenders payoff letters with respect to all Indebtedness for borrowed money
outstanding as of the Closing (in each case on terms and conditions satisfactory
to Buyer);

                  (q) Seller or an Affiliate of Seller shall have entered into
an agreement in the form substantially the same as that attached hereto as
EXHIBIT G (the "LEASE AGREEMENT") for the lease to Buyer of the real property
identified therein, providing for a five year initial term and an additional
five year renewal term, and the Lease Agreement shall be in full force and
effect at the Closing;

                  (r) Seller and the Company shall have obtained and delivered
to Buyer a letter of consent and an estoppel certificate and landlord lien
waiver agreement from each lessor of Leased Realty in form and substance
reasonably satisfactory to Buyer and Buyer's lender and their special counsel
and such other related items as Buyer and Buyer's lenders may reasonably
request;

                  (s) Seller and the Company shall have delivered to Buyer
copies of the Company's interim monthly and year-to-date financial statements
pursuant to Section 4.11 below;


                                      -15-



                  (t) On the day immediately preceding the Closing Date, the
Company shall have distributed the real property identified in EXHIBIT F
attached hereto as a dividend or a redemption with respect to Seller's common
stock in the Company;

                  (u) At the Closing, Seller shall have delivered to Buyer (i) a
certificate, dated the Closing Date, stating that the conditions specified in
subsections (a) through (t) above (other than subsections (f), (g) and (n)
above) have been satisfied as of the Closing; (ii) a certificate from Seller and
the Company indicating their good faith and best estimates of the Price
Adjustment Components and the resulting Purchase Price; (iii) copies of all
Third-Party Approvals and Governmental Approvals; (iv) certified copies of the
resolutions of the Company's board of directors authorizing the execution,
delivery and performance of this Agreement and the other agreements contemplated
hereby and the consummation of the transactions contemplated hereby and thereby;
(v) the resignations, effective as of the Closing, of each director of the
Company; (vi) good standing certificates for the Company from its jurisdiction
of incorporation and each jurisdiction in which the Company is quali fied to do
business as a foreign corporation, in each case dated as of a recent date prior
to the Closing Date; and (vii) such other documents or instruments as are
required to be delivered by Seller or the Company at the Closing pursuant to the
terms hereof or that Buyer reasonably requests prior to the Closing Date to
effect the transactions contemplated hereby.

                  All proceedings to be taken by Seller and the Company in
connection with the consummation of the transactions contemplated hereby and all
certificates, opinions, instruments and other documents required to effect the
transactions contemplated hereby reasonably requested by Buyer shall be
reasonably satisfactory in form and substance to Buyer and its special counsel.
Any condition specified in this Section 3.1 may be waived by Buyer if such
waiver is set forth in a writing duly executed by Buyer.

         3.2 CONDITIONS TO SELLER'S OBLIGATIONS. The obligation of Seller to
consummate the transactions contemplated by this Agreement is subject to the
satisfaction of the following conditions at or prior to the Closing:

                  (a) The representations and warranties made in Article VI
hereof shall be true and correct in all material respects at and as of the
Closing Date, and Buyer shall have performed in all material respects all the
covenants and agreements required to be performed by Buyer hereunder prior to
the Closing;

                  (b) No suit, action or other proceeding shall be pending
before any court or governmental or regulatory official, body or authority
wherein an unfavorable injunction, judgment, order, decree or ruling would (i)
prevent consummation of the transactions contemplated by this Agreement or (ii)
cause the transactions contemplated by this Agreement to be rescinded following
consummation, and no such injunction, judgment, order, decree or ruling shall be
in effect;


                                      -16-



                  (c) Buyer shall have executed and delivered the Stockholders
Agreement, and the Stockholders Agreement shall be in full force and effect as
of the Closing;

                  (d) Buyer shall have executed and delivered the Registration
Agreement, and the Registration Agreement shall be in full force and effect as
of the Closing;

                  (e) Buyer shall have executed and delivered each of the
Executive Purchase Agreements, and each of the Executive Purchase Agreements
shall be in full force and effect as of the Closing; and

                  (f) At the Closing, Buyer shall have delivered to Seller (i) a
certificate, dated the date of the Closing, stating that the conditions
specified in subsection (b) above have been satisfied, (ii) certified copies of
the resolutions of Buyer's board of directors authorizing the execution,
delivery and performance of this Agreement and the other agreements contemplated
hereby and the consummation of the transactions contemplated hereby and thereby
and (iii) such other documents or instruments as are required to be delivered by
Buyer at the Closing pursuant to the terms hereof or that Seller reasonably
requests prior to the Closing Date to effect the transactions contemplated
hereby.

                  All proceedings to be taken by Buyer in connection with the
consummation of the trans actions contemplated hereby and all documents required
to be delivered by Buyer to effect the trans actions contemplated hereby
reasonably requested by Seller shall be reasonably satisfactory in form and
substance to Seller. Any condition specified in this Section 3.2 may be waived
if such waiver is set forth in a writing duly executed by Seller.


                                   ARTICLE IV

                            [INTENTIONALLY OMITTED.]



                                    ARTICLE V

                   REPRESENTATIONS AND WARRANTIES CONCERNING
                             THE COMPANY AND SELLER

         As a material inducement to Buyer to enter into this Agreement and
consummate the transactions contemplated hereby, each of Seller and the Company
hereby jointly and severally represents and warrants to Buyer that:


                                      -17-



         5.1 ORGANIZATION, CORPORATE POWER AND LICENSES. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Texas and is qualified to do business in every jurisdiction in
which its ownership of property or conduct of business requires it to qualify.
The Company possesses all requisite corporate power and authority and all
licenses, permits and authorizations necessary to own and operate its
properties, to carry on its businesses as now conducted and presently proposed
to be conducted and to carry out the transactions contemplated by this
Agreement. The copies of the Company's articles of incorporation and by-laws
which have been furnished to Buyer's special counsel reflect all amendments made
thereto at any time prior to the date of this Agreement and are correct and
complete. The minute books (containing the records of meetings of the Company's
stockholders and board of directors), the stock certificate books and the stock
record books of the Company are correct and complete in all material respects.
The Company is not in default under or in violation of any provision of its
articles of incorporation or by-laws. The attached OFFICERS AND DIRECTORS
SCHEDULE sets forth a list all of the officers and directors of the
Company.

         5.2 CAPITAL STOCK AND RELATED MATTERS; TITLE TO SHARES. The entire
authorized capital stock of the Company consists of 500,000 shares of common
stock, $0.10 par value per share, of which 10,000 shares are issued and
outstanding. Seller is the record owner of, and has good and marketable title
to, all of the outstanding shares of common stock of the Company, free and clear
of all Encumbrances. At the Closing, Seller shall sell to Buyer good and
marketable title to the Shares, free and clear of all Encumbrances. The Company
does not have outstanding any stock or securities convertible or exchangeable
for any shares of its capital stock or containing any profit participation
features, nor any rights or options to subscribe for or to purchase its capital
stock or any stock or securities convertible into or exchangeable for its
capital stock or any stock appreciation rights or phantom stock plan. The
Company is not subject to any option or obligation (contingent or otherwise) to
repurchase or otherwise acquire or retire any shares of its capital stock or any
warrants, options or other rights to acquire its capital stock. The Company has
not violated any federal or state securities laws in connection with the offer,
sale or issuance of its capital stock. All of the outstanding shares of the
Company's capital stock have been validly issued and are fully paid and
nonassessable. There are no agreements between the Company's stockholders with
respect to the voting or transfer of the Company's capital stock or with respect
to any other aspect of the Company's affairs.

         5.3 AUTHORIZATION; NONCONTRAVENTION. The execution, delivery and
performance of this Agreement and all of the other agreements and instruments
contemplated hereby to which the Company or the Seller is a party have been duly
authorized by the Company and the Seller, as applicable, and no other corporate
act or other proceeding on the part of the Company, its board of directors or
the Seller is necessary to authorize the execution, delivery or performance of
this Agreement or the other agreements contemplated hereby and the consummation
of the transactions contemplated hereby or thereby. This Agreement has been duly
executed and delivered by each of Company and Seller and constitutes a valid and
binding obligation of each of the Company and Seller, enforceable in accordance
with its terms, and each of the other agreements and instruments


                                      -18-



contemplated hereby to which the Company or Seller is a party, when executed and
delivered by the Company or Seller, as applicable, in accordance with the terms
hereof and thereof, shall each constitute a valid and binding obligation of such
Person, enforceable in accordance with its respective terms. Except as set forth
on the attached RESTRICTIONS SCHEDULE and except for any filing, notice or
authorization required pursuant to the HSR Act, the execution and delivery by
the Company and Seller of this Agreement and all of the other agreements and
instruments contemplated hereby to which the Company or Seller is a party and
the fulfillment of and compliance with the respective terms hereof and thereof
by the Company and Seller do not and shall not (a) conflict with or result in a
breach of the terms, conditions or provisions of, (b) constitute a default under
(whether with or without the passage of time, the giving of notice or both), (c)
result in the creation of any Lien upon the Company's capital stock or assets
pursuant to, (d) give any third party the right to modify, terminate or
accelerate any obligation under, (e) result in a violation of, or (f) require
any authorization, consent, approval, exemption or other action of or by or
notice or declaration to, or filing with, any third party or any court or
administrative or governmental body or agency pursuant to, Seller's or the
Company's charter documents, bylaws or other constituent documents (including
trust instruments), or any law, statute, rule or regulation to which the Company
or Seller is subject, or any agreement, instrument, license, permit, order,
judgment or decree to which the Company or Seller is subject. Neither the
Company nor Seller is a party to or bound by any written or oral agreement or
understanding with respect to a Company Transaction other than this Agreement,
and each such Person has terminated all discussions with third parties (other
than with Buyer and its Affiliates) regarding Company Transactions.

         5.4 SUBSIDIARIES. The Company has no and never has had any Subsidiaries
or Investments.

         5.5 FINANCIAL STATEMENTS. Attached hereto as the FINANCIAL STATEMENTS
SCHEDULE are the following financial statements:

                  (a) the balance sheet of the Company as of March 31, 1999
(reviewed), March 31, 1998 (compiled) and March 31, 1997 (audited), and the
related statements of income and cash flows (or the equivalent) for the fiscal
years ended March 31, 1999 and March 31, 1998; and

                  (b) the unaudited consolidated balance sheet of the Company as
of December 31, 1999 (the "LATEST BALANCE SHEET"), and the related statements of
income and cash flows (or the equivalent) for the nine-month period then ended.

Each of the foregoing financial statements (including in all cases the notes
thereto, if any) is accurate and complete, is consistent with the books and
records of the Company (which, in turn, are accurate and complete), fairly
presents the financial condition and operating results of the Company and has
been prepared in accordance with GAAP consistently applied throughout the
periods covered thereby except as expressly noted on the FINANCIAL STATEMENTS
SCHEDULE, subject in the case of the unaudited financial statements to the
absence of footnote disclosures (none of which footnote disclosures would,


                                      -19-



alone or in the aggregate, be materially adverse to the business, operations,
assets, liabilities, financial condition, operating results, value or cash flow
of the Company).

         5.6 ACCOUNTS RECEIVABLE. Except as set forth on the attached ACCOUNTS
RECEIVABLE SCHEDULE, all accounts and notes receivable reflected on the Closing
Balance Sheet (net of allowances for doubtful accounts as reflected thereon and
as determined in accordance with GAAP) are or shall be valid receivables arising
in the ordinary course of business and, to the Company's knowledge, are or shall
be current and collectible at the aggregate recorded amount therefor as shown on
the Latest Balance Sheet and on the Closing Balance Sheet, as the case may be
(net of allowances for doubtful accounts as reflected thereon and as determined
in accordance with GAAP). No Person has any Lien on such receivables or any part
thereof, and the receivables shown on the Latest Balance Sheet and Closing
Balance Sheet are net of any agreement for deduction, free goods, discount or
other deferred price or quantity adjustment.

         5.7 INVENTORY. All of the Company's inventory to the extent shown on
the Closing Balance Sheet consists of a quantity and quality usable and salable
in the ordinary course of business consistent with past practice, is not
obsolete, defective, damaged or slow-moving, is merchantable and fit for its
intended use, and is being actively marketed in normal commercial channels and
in normal commercial quantities, subject only to the reserves for inventory
write-down set forth on the face of the Latest Balance Sheet and the Closing
Balance Sheet (rather than the notes thereto) and as determined in accordance
with GAAP.

         5.8 ABSENCE OF UNDISCLOSED LIABILITIES. Except as set forth on the
attached LIABILITIES SCHEDULE, the Company does not have knowledge of any
obligation or liability (whether accrued, absolute, contingent, unliquidated or
otherwise, whether due or to become due and regardless of when or by whom
asserted), arising out of any transaction entered at or prior to the date
hereof, or any action or inaction at or prior to the date hereof, or any state
of facts existing at or prior to the date hereof, other than (a) liabilities
reflected on the Latest Balance Sheet, (b) liabilities and obligations which
have arisen after the date of the Latest Balance Sheet in the ordinary course of
business (none of which is a liability for breach of contract, breach of
warranty (of which the Company has knowledge and which has not been cured as of
the date hereof), tort, infringement, violation of law, claim or lawsuit), (c)
obligations under contracts and commitments described on the attached CONTRACTS
SCHEDULE or under contracts and commitments entered into in the ordinary course
of business consistent with past practice which are not required to be disclosed
on such Schedule pursuant to Section 5.12 below (but not liabilities for any
breach of any such contract or commitment occurring on or prior to the Closing
Date), and (d) other liabilities and obligations expressly disclosed in the
other Schedules referred to in this Article V.

         5.9 NO MATERIAL ADVERSE EFFECT. Except as provided on the attached
MATERIAL ADVERSE EFFECT SCHEDULE, since March 31, 1999 there has occurred no
fact, event or circumstance which has had or would reasonably be expected to
have a Material Adverse Effect. Since March 31, 1999, each


                                      -20-



of the Company has conducted its business only in the ordinary course of
business consistent with past practice.

         5.10 ABSENCE OF CERTAIN DEVELOPMENTS. Except as set forth on the
attached DEVELOPMENTS SCHEDULE, since March 31, 1999, the Company has not:

                  (a) issued any notes, bonds or other debt securities or any
capital stock or other equity securities or any securities or rights
convertible, exchangeable or exercisable into any capital stock or other equity
securities;

                  (b) borrowed any amount or incurred or become subject to any
material liabilities, except current liabilities incurred in the ordinary course
of business consistent with past practice or liabilities for equipment purchases
paid prior to Closing;

                  (c) discharged or satisfied any material Lien or paid any
material obligation or liability, other than current liabilities paid in the
ordinary course of business or equipment liens paid off prior to Closing;

                  (d) declared, set aside or made any payment or distribution of
cash (including so-called "tax distributions") or other property, other than the
real property contemplated in the Lease Agreement with respect to the Company's
stockholder's capital stock or otherwise, or purchased, redeemed or otherwise
acquired any shares of its capital stock or other equity securities (including
any warrants, options or other rights to acquire its capital stock or other
equity);

                  (e) mortgaged or pledged any of its properties or assets or
subjected them to any Lien, except for Permitted Liens or unless removed prior
to Closing;

                  (f) sold, assigned, transferred, leased, licensed or otherwise
encumbered any of its tangible assets, except in the ordinary course of business
consistent with past practice, or canceled any material debts or claims;

                  (g) sold, assigned, transferred, leased, licensed or otherwise
encumbered any Intellectual Property Rights, disclosed any proprietary
confidential information to any Person (other than to Buyer and its Affiliates
and other than in the ordinary course of business consistent with past practice
in circumstances in which it has imposed reasonable confidentiality
restrictions), or abandoned or permitted to lapse any Intellectual Property
Rights;

                  (h) made or granted any bonus or any wage or salary increase
to any management employee except as described on the EMPLOYEE SCHEDULE, or made
or granted any increase in any employee benefit plan or arrangement, or amended
or terminated any existing employee benefit plan or arrangement or adopted any
new employee benefit plan or arrangement except for the health


                                      -21-



insurance plan described on the EMPLOYEE BENEFIT SCHEDULE or entered into,
amended or terminated any collective bargaining agreement or other employment
agreement except for the collective bargaining agreement described on the
CONTRACTS SCHEDULE;

                  (i) implemented any plant closing or other layoff of employees
that could implicate the Worker Adjustment and Retraining Notification Act, as
amended, or any similar foreign, state or local law, regulation or ordinance;

                  (j) suffered any extraordinary losses or waived any rights of
material value (whether or not in the ordinary course of business or consistent
with past practice) in excess of $10,000 in the aggregate;

                  (k) made capital expenditures or commitments therefor that
amount in the aggregate to more than $10,000, except for equipment purchases and
leasehold improvements as described in the ASSETS SCHEDULE;

                  (l) delayed or postponed the payment of any accounts payable
or commissions or any other liability or obligation or agreed or negotiated with
any party to extend the payment date of any accounts payable or commissions or
any other liability or obligation or accelerated the collection of (or
discounted) any accounts or notes receivable;

                  (m) made any loans or advances to, guaranties for the benefit
of, or any Investments in, any Person (other than advances to the Company's
employees or subcontractors in the ordinary course of business consistent with
past practice);

                  (n) made any charitable contributions or pledges exceeding in
the aggregate $5,000 or made any political contributions;

                  (o) suffered any damage, destruction or casualty loss
exceeding in the aggregate $10,000, whether or not covered by insurance;

                  (p) made any change in any method of accounting or accounting
policies or made any write-down in the value of its inventory that is material
or that is other than in the usual, regular and ordinary course of business
consistent with past practice or reversed any accruals (whether or not in the
ordinary course of business or consistent with past practice);

                  (q) made any Investment in or taken any steps to incorporate
any Subsidiary;

                  (r) amended its articles of incorporation, by-laws or other
organizational documents;


                                      -22-



                  (s) entered into any agreement or arrangement prohibiting or
restricting it from freely engaging in any business or otherwise restricting the
conduct of its business anywhere in the world;

                  (t) taken any action or failed to take any action that has,
had or would reasonably be expected to have the effect of accelerating to
pre-Closing periods sales to the trade or other customers that would otherwise
be expected to occur after the Closing;

                  (u) entered into, amended or terminated any contract other
than in the ordinary course of business consistent with past practice, entered
into any other material transaction contemplating consideration in an amount or
having a value in excess of $250,000 (other than transactions with customers and
suppliers), whether or not in the ordinary course of business or consistent with
past practice, or materially changed any business practice; or

                  (v) agreed, whether orally or in writing, to do any of the
foregoing.

         5.11 ASSETS.

                  (a) Except as set forth on the attached ASSETS SCHEDULE, the
Company has good and marketable title to, or a valid leasehold interest in, all
properties and assets used by it, located on its premises or shown on the Latest
Balance Sheet or acquired after the date thereof, free and clear of all Liens
(other than properties and assets disposed of for fair consideration in the
ordinary course of business since the date of the Latest Balance Sheet and
except for Liens disclosed on the Latest Balance Sheet (including any notes
thereto) and Liens for current property taxes not yet due and payable and
Permitted Liens). The Company owns, has a valid leasehold interest in or has the
valid and enforceable right to use all assets, tangible or intangible, necessary
for the conduct of its business as presently conducted and as presently proposed
to be conducted. Except as set forth on the attached ASSETS SCHEDULE, all of the
Company's buildings (including all components of such buildings, structures and
other improvements), equipment, machinery, fixtures, improvements and other
tangible assets (whether owned or leased) currently used in the Company's
business are in good condition and repair (ordinary wear and tear excepted) and
are fit for use in the ordinary course of the Company's business as presently
conducted and as presently proposed to be conducted. All such assets have been
installed and maintained in all material respects in accordance with all
applicable laws, regulations and ordinances. The attached ASSETS SCHEDULE sets
forth and describes in reasonable detail the actual out-of-pocket capital
expenditures (as determined in accordance with GAAP) made by the Company during
the twelve months ended March 31, 1999 and the eleven months ended February 29,
2000.

                  (b) The Company does not own any real property or possess any
right to acquire any real property. The LEASED REAL PROPERTY SCHEDULE attached
hereto contains a complete list of all real property leased or subleased by the
Company (individually "LEASED REAL PROPERTY" and collectively, the "LEASED
REALTY"). The Company has a valid leasehold interest in each Leased Real
Property, subject only to Permitted Liens. The Company has previously delivered
to Buyer's special


                                      -23-



counsel complete and accurate copies of each of the leases for the Leased Realty
(the "REALTY LEASES"). With respect to each Realty Lease: (i) the Realty Lease
is legal, valid, binding, enforceable and in full force and effect; (ii) neither
the Company nor any other party to the Realty Lease is in breach or default, and
no event has occurred which, with notice or lapse of time or both, would
constitute such a breach or default or permit termination, modification or
acceleration under the Realty Lease; (iii) no party to the Realty Lease has
repudiated any provision thereof; (iv) there are no disputes, oral agreements or
forbearance programs in effect as to the Realty Lease; (v) the Realty Lease has
not been modified in any respect, except to the extent that such modifications
are disclosed by the documents delivered to Buyer; and (vi) the Company has not
assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any
interest in the Realty Lease.

                  (c) The lessor of the Leased Real Property demised by the
Lease Agreement owns such property in fee simple absolute, free and clear of all
Liens except Permitted Liens, and does not lease or sublease such property to
any Person other than the Company and does not allow any Person other than the
Company to use such property.

         5.12 CONTRACTS AND COMMITMENTS.

                  (a) Except as expressly contemplated by this Agreement or as
set forth on the attached CONTRACTS SCHEDULE, the Company is not a party to or
bound by any written or oral:

                           (i)      pension, profit sharing, stock option,
employee stock purchase or other plan or arrangement providing for deferred or
other compensation to employees, former employees or consultants, or any other
employee benefit plan or arrangement, or any collective bargaining agreement or
any other contract with any labor union, or severance agreements, programs,
policies or arrangements;

                           (ii)     contract for the employment of any officer,
individual employee or other Person on a full-time, part-time, consulting or
other basis or relating to loans to officers, directors or Affiliates;

                           (iii)    contract under which the Company has
advanced or loaned any other Person amounts in the aggregate exceeding $10,000;

                           (iv)     agreement or indenture relating to borrowed
money or other Indebtedness or the mortgaging, pledging or otherwise placing a
Lien on any material asset or material group of assets of the Company;

                           (v)      Guaranty;


                                      -24-



                           (vi)     lease or agreement under which the Company
is lessee of or holds or operates any property, real or personal, owned by any
other party, except for any lease of real or personal property under which the
aggregate annual rental payments do not exceed $10,000;

                           (vii)    lease or agreement under which the Company
is lessor of or permits any third party to hold or operate any property, real or
personal, owned or controlled by the Company;

                           (viii)   contract or group of related contracts with
the same party or group of affiliated parties the performance of which involves
consideration in the aggregate in excess of $10,000, other than purchase and
sales orders incurred in the ordinary course of business;

                           (ix)     assignment, license, indemnification or
agreement with respect to any intangible property (including any Intellectual
Property Rights);

                           (x)      warranty agreement with respect to its
services rendered or its products sold or leased;

                           (xi)     agreement under which it has granted any
Person any registration rights (including demand or piggyback registration
rights);

                           (xii)    sales, distribution, supply or franchise
agreement;

                           (xiii)   agreement with a term of more than six
months which is not terminable by the Company upon less than 30 days' notice
without penalty and involves a consideration in excess of $10,000 annually;

                           (xiv)    contract regarding voting, transfer or other
arrangements related to the Company's capital stock or warrants, options or
other rights to acquire any of the Company's capital stock;

                           (xv)     contract or agreement prohibiting it from
freely engaging in any business or competing anywhere in the world; or

                           (xvi)    any other agreement which is material to its
operations and business prospects or involves a consideration in excess of
$25,000 annually.

                  (b) All of the contracts, leases, agreements and instruments
set forth or required to be set forth on the CONTRACTS SCHEDULE are valid,
binding and enforceable in accordance with their respective terms and shall be
in full force and effect without penalty in accordance with their terms upon
consummation of the transactions contemplated hereby. Except as set forth on the
CONTRACTS SCHEDULE, (i) the Company has performed all obligations required to be
performed by it prior to Closing and is not in default under or in breach of nor
in receipt of any claim of default or breach under


                                      -25-


any contract, lease, agreement or instrument to which the Company is subject;
(ii) no event has occurred which with the passage of time or the giving of
notice or both would result in a default, breach or event of noncompliance by
the Company under any contract, lease, agreement or instrument to which the
Company is subject; (iii) the Company does not have any present expectation or
intention of not fully performing all such obligations; (iv) no partially-filled
or unfilled customer purchase order or sales order is subject to cancellation or
any other material modification by the other party thereto or is subject to any
penalty, right of set-off or other charge by the other party thereto for late
performance or delivery; and (v) the Company has no knowledge of any breach or
anticipated breach by the other parties to any contract, lease, agreement,
instrument or commitment to which they are parties. Except as disclosed on the
MATERIAL ADVERSE EFFECT SCHEDULE, the Company is not a party to any contract,
agreement or commitment the performance of which could reasonably be expected to
have a Material Adverse Effect.

                  (c) Buyer's counsel has been supplied with a true and correct
copy of each of the written instruments, plans, contracts and agreements and an
accurate description of each of the oral arrangements, contracts and agreements
which are referred to on the attached CONTRACTS SCHEDULE, together with all
amendments, waivers or other changes thereto.

         5.13 INTELLECTUAL PROPERTY RIGHTS.

                  (a) The attached INTELLECTUAL PROPERTY SCHEDULE contains a
complete and accurate list of all (i) patented or registered Intellectual
Property Rights owned or, to the Company's or the Seller's knowledge, used by
the Company, (ii) pending patent applications and applications for other
registrations of Intellectual Property Rights filed by or on behalf of the
Company, and (iii) material unregistered Intellectual Property Rights owned or
used by the Company. The attached INTELLECTUAL PROPERTY SCHEDULE also contains a
complete and accurate list of all licenses and other rights granted by the
Company to any third party with respect to any Intellectual Property Rights and
all licenses and other rights granted by any third party to the Company with
respect to any Intellectual Property Rights, in each case identifying the
subject Intellectual Property Rights. The Company owns and possesses all right,
title and interest to, or has the right to use pursuant to a valid and
enforceable license, all Intellectual Property Rights necessary for the
operation of the businesses of the Company as presently conducted and as
presently proposed to be conducted, free and clear of all Liens. Without
limiting the generality of the foregoing, the Company owns and possesses all
right, title and interest in and to all Intellectual Property Rights created or
developed by the Company's employees and independent contractors or under the
direction or supervision of the Company's employees or independent contractors
relating to the businesses of the Company or to the actual or demonstratively
anticipated research or development conducted by the Company. Except as set
forth on the attached INTELLECTUAL PROPERTY SCHEDULE, the loss or expiration of
any Intellectual Property Right or related group of Intellectual Property Rights
owned or used by the Company has not had and would not reasonably be expected to
have a Material Adverse Effect, and no loss or expiration of any Intellectual
Property Right is threatened, pending or, to the Company's or the Seller's
knowledge, reasonably foreseeable.


                                      -26-



                  (b) Except as set forth on the attached INTELLECTUAL PROPERTY
SCHEDULE, (i) there have been no claims made against the Company asserting the
invalidity, misuse or unenforceability of any of the Intellectual Property
Rights owned or used by the Company and, to the Company's and the Seller's
knowledge, there is no basis for any such claim, (ii) neither the Company nor
the Seller has received any notices of, and has no knowledge of any facts which
indicate a likelihood of, any infringement or misappropriation by, or conflict
with, any third party with respect to any Intellectual Property Rights
(including any demand or request that the Company license any rights from a
third party), (iii) the conduct of the Company's businesses has not infringed,
misappropriated or conflicted with and does not infringe, misappropriate or
conflict with any Intellectual Property Rights of other Persons, and (iv) to the
Company's and the Seller's knowledge, the Intellectual Property Rights owned by
or licensed to the Company have not been infringed, misappropriated or
conflicted by other Persons. The transactions contemplated by this Agreement
will not have a Material Adverse Effect on the Company's right, title or
interest in and to the Intellectual Property Rights listed on the INTELLECTUAL
PROPERTY SCHEDULE and all of such Intellectual Property Rights shall be owned or
available for use by the Company on identical terms and conditions immediately
after the Closing.

                  (c) Except as disclosed on the INTELLECTUAL PROPERTY SCHEDULE,
none of the material computer software, computer firmware, computer hardware
(whether general or special purpose) or other similar or related computer
systems or software that are used or relied on by Company in the conduct of its
business will malfunction, will cease to function, will generate incorrect data
or will produce incorrect results when processing, providing or receiving (i)
date-related data from, into and between the twentieth and twenty-first
centuries or (ii) date-related data in connection with any valid date in the
twentieth and twenty-first centuries.

         5.14 LITIGATION. Except as set forth on the attached LITIGATION
SCHEDULE, there are no unresolved (or resolved, in which the amount paid in
settlement exceeded $20,000) (and, during the three years preceding the date
hereof, there have not been any) actions, suits, proceedings (including any
arbitration proceedings), orders, investigations or claims pending or, to the
Company's or the Seller's knowledge, threatened against or affecting the Company
(or to the Company's or the Seller's knowledge, pending or threatened against or
affecting any of the officers, directors or employees of the Company with
respect to their business or proposed business activities), or pending or
threatened by the Company against any Person, at law or in equity, or before or
by any governmental department, commission, board, bureau, agency or
instrumentality (including any actions, suits, proceedings or investigations
with respect to the transactions contemplated by this Agreement); the Company is
not subject to any arbitration proceedings under collective bargaining
agreements or otherwise or any governmental investigations or inquiries; and, to
the Company's or the Seller's knowledge, there is no basis for any of the
foregoing. The foregoing includes, without limitation, actions pending or
threatened involving the prior employment of any of the Company's employees,
their use in connection with the Company's businesses of any information or
techniques allegedly proprietary to any of their former employers or their
obligations under any agreements with prior employers. The Company is fully
insured with respect to each of the matters set forth on the attached LITIGATION
SCHEDULE, except to the extent noted thereon. The Company is not subject to any
judgment, order or decree of any court


                                      -27-



or other governmental agency, and the Company has not received any opinion or
memorandum or advice from legal counsel to the effect that it is exposed, from a
legal standpoint, to any material liabilities. There are no actions, suits,
proceedings (including any arbitration proceedings), orders, investigations or
claims pending or, to the Company's or the Seller's knowledge, threatened
against or affecting the Company or Seller in which it is sought to restrain or
prohibit or to obtain damages or other relief in connection with the
transactions contemplated hereby.

         5.15 COMPLIANCE WITH LAWS. Except as set forth on the attached
COMPLIANCE SCHEDULE:

                  (a) The Company is in compliance with all applicable laws,
ordinances, codes, rules, requirements and regulations of foreign, federal,
state and local governments and all agencies thereof relating to the operation
of its business and the maintenance and operation of its properties and assets.
No notices have been received by and no claims have been filed against the
Company alleging a violation of any such laws, ordinances, codes, rules,
requirements or regulations. The Company has not made any bribes, kickback
payments or other similar payments of cash or other consideration, including
payments to customers or clients or employees of customers or clients for
purposes of doing business with such Persons.

                  (b) The Company holds and is in compliance with all permits,
licenses, bonds, approvals, certificates, registrations, accreditations and
other authorizations of all foreign, federal, state and local governmental
agencies required for the conduct of its business and the ownership of its
properties (including as the same relate to Environmental and Safety
Requirements), and the attached PERMITS SCHEDULE sets forth a list of all of
such material permits, licenses, bonds, approvals, certificates, registrations,
accreditations and other authorizations. No notices have been received by the
Company alleging the failure to hold any of the foregoing. All of such permits,
licenses, bonds, approvals, accreditations, certificates, registrations and
authorizations will be available for use by the Company immediately after the
Closing.

         5.16 ENVIRONMENTAL AND SAFETY MATTERS. Except as set forth on the
attached ENVIRONMENTAL SCHEDULE:

                  (a) The Company has complied in all material respects with and
is in compliance in all material respects with all Environmental and Safety
Requirements. The Company has not received any oral or written notice, report or
information regarding any actual or alleged violation of Environmental and
Safety Requirements or any liabilities or potential liabilities relating to it
or its facilities arising under Environmental and Safety Requirements.

                  (b) Neither this Agreement nor the consummation of the
transactions contemplated hereby will result in any obligations for site
investigation or cleanup, or notification to or consent of any government
agencies or third parties under any Environmental and Safety Requirements
(including any so called "transaction-triggered" or "responsible property
transfer" laws and regulations).


                                      -28-



                  (c) None of the following exists at any property or facility
currently or previously owned, occupied or operated by the Company: (i)
underground storage tanks; (ii) asbestos-containing material in any form or
condition; (iii) materials or equipment containing polychlorinated biphenyls; or
(iv) landfills, surface impoundments or other disposal areas.

                           (i)      The Company has not treated, stored,
disposed of, arranged for or permitted the disposal of, transported, handled or
released any substance (including any hazardous substance) or owned, occupied or
operated any facility or property (and no such property or facility is
contaminated by any such substance) in a manner that has given or could give
rise to any liabilities (including any liability for response costs, corrective
action costs, personal injury, natural resource damages, property damage or
attorneys fees or any investigative, corrective or remedial obligations)
pursuant to CERCLA or any other Environmental and Safety Requirements.

                           (ii)     The Company has not, either expressly or by
operation of law, assumed or undertaken any liability or corrective,
investigatory or remedial obligation of any other Person relating to any
Environmental and Safety Requirements.

                           (iii)    The Company has provided to Buyer all
environmental audits, reports and other material environmental documents
relating to the Company and any of its facilities, which audits, reports and
documents are in its possession, custody or control.

         5.17 EMPLOYEES. The attached EMPLOYEES SCHEDULE correctly sets forth
the name and current annual salary of each of the Company's union employees
receiving more than $100,000 in annual compensation and non-union employees
receiving more than $75,000 in annual compensation, and whether any employees
are absent from active employment, including, but not limited to, leave of
absence or disability. Except as set forth on the attached EMPLOYEES SCHEDULE,
(a) the Company is not aware that any executive or key employee of the Company
or any group of employees of the Company has any plans to terminate employment
with the Company; (b) the Company has complied with all laws relating to the
employment of labor (including provisions thereof relating to wages, hours,
equal opportunity, collective bargaining and the payment of social security and
other Taxes), and the Company is not aware that it has any labor relations
problems (including any union organization or decertification activities,
threatened or actual strikes or work stoppages or material grievances); and (c)
neither the Company nor, to the best of the Company's or the Seller's knowledge,
any of their respective employees are subject to any noncompete, nondisclosure,
confidentiality, employment, consulting or similar agreements relating to,
affecting or in conflict with the present or proposed business activities of the
Company, except for agreements between the Company and their present and former
employees. The EMPLOYEES SCHEDULE sets forth the bonuses paid and reasonably
expected to be paid to the Company's officers and employees during 1999 and for
the fiscal year ended March 31, 1999.


                                      -29-



         5.18 EMPLOYEE BENEFIT PLANS.

                  (a) The attached EMPLOYEE BENEFITS SCHEDULE sets forth an
accurate and complete list of each "employee benefit plan" (as such term is
defined in Section 3(3) of ERISA) and each other employee benefit plan, program
or arrangement providing benefits to current or former employees (including any
bonus plan, plan for deferred compensation, retirement, severance, sick leave,
employee health or other welfare benefit plan or other arrangement), at any time
maintained, sponsored, or contributed to by the Company, or with respect to
which the Company has any liability or potential liability. Each such item
listed on the attached EMPLOYEE BENEFITS SCHEDULE is referred to herein as a
"PLAN."

                  (b) Except for union plans as referenced on the attached
EMPLOYEE BENEFITS SCHEDULE, the Company does not have any obligation to
contribute to (or any other liability, including current or potential withdrawal
liability, with respect to) any "multiemployer plan" (as defined in Section
3(37) of ERISA) or any union-sponsored benefit plan or any employee benefit plan
which is a "defined benefit plan" (as defined in Section 3(35) of ERISA),
whether or not terminated.

                  (c) Except for union plans as referenced on the attached
EMPLOYEE BENEFITS SCHEDULE, the Company does not have any obligation under any
Plan or otherwise to provide medical, health, life insurance or other
welfare-type benefits to current or future retired or terminated employees
(except for limited continued medical benefit coverage required to be provided
under Section 4980B of the Code or as required under applicable state law).

                  (d) Except for union plans as referenced on the EMPLOYEE
BENEFITS SCHEDULE under the heading "Profit Sharing Plans," the Company does not
maintain, contribute to or have any liability or potential liability under (or
with respect to) any employee benefit plan which is a "defined contribution
plan" (as defined in Section 3(34) of ERISA), whether or not terminated.

                  (e) With respect to the Plans, to the Company's knowledge all
required or recommended (in accordance with historical practices) payments,
premiums, contributions, reimbursements or accruals for all periods ending prior
to or as of the Closing shall have been made or properly accrued on the Latest
Balance Sheet. Except for union plans as referenced on the EMPLOYEE BENEFITS
SCHEDULE, none of the Plans has any unfunded liabilities which are not reflected
on the Latest Balance Sheet.

                  (f) To the Company's knowledge, the Plans and all related
trusts, insurance contracts and funds have been maintained, funded and
administered in compliance in all material respects with their terms and with
the applicable provisions of ERISA, the Code and other applicable laws. To the
Company's knowledge, neither the Company nor any trustee or administrator of any
Plan has engaged in any transaction with respect to the Plans which would
subject the Company or any trustee or administrator of the Plans, or any party
dealing with any such Plan, nor do the transactions contemplated by this
Agreement constitute transactions which would subject any such party, to either


                                      -30-



a civil penalty assessed pursuant to Section 502(i) of ERISA or the tax or
penalty on prohibited transactions imposed by Section 4975 of the Code. To the
Company's knowledge, no actions, suits or claims with respect to the assets of
the Plans (other than routine claims for benefits) are pending or, to the
Company's or the Seller's knowledge, threatened which could result in or subject
the Company to any liability and there are no circumstances which would give
rise to or be expected to give rise to any such actions, suits or claims. To the
Company's knowledge, no liability to the Pension Benefit Guaranty Corporation or
otherwise under Title IV of ERISA has been or could be incurred by the Company.

                  (g) To the Company's knowledge, each of the Plans which is
intended to be qualified under Section 401(a) of the Code has received a
favorable determination from the Internal Revenue Service that such plan is
qualified under Section 401(a) of the Code, and there are no circumstances which
would adversely affect the qualified status of any such Plan.

         5.19 INSURANCE. The attached INSURANCE SCHEDULE contains a description
of each insurance policy maintained by the Company with respect to its
properties, assets and businesses, and each such policy is in full force and
effect as of the Closing. The Company is not in default with respect to its
obligations under any insurance policy maintained by it, and the Company has not
been denied insurance coverage. Except as set forth on the INSURANCE SCHEDULE,
the Company does not have any self-insurance or co-insurance programs, and the
reserves set forth on the Latest Balance Sheet are adequate (and the reserves to
be set forth on the Company's books and records as of the Closing will be
adequate) to cover all anticipated liabilities with respect to any such
self-insurance or co-insurance programs.

         5.20 TAX MATTERS.

                  (a) The Company has timely filed all Tax Returns required to
be filed by it, each such Tax Return has been prepared in compliance with all
applicable laws and regulations, and all such Tax Returns are true and accurate.
All Taxes due and payable by the Company have been paid and the Company has
withheld and paid over to the appropriate taxing authority all Taxes which it is
required to withhold from amounts paid or owing to any employee, stockholder,
creditor or other third party. All Taxes accrued but not yet due are accrued on
the Latest Balance Sheet and will be accrued on the Closing Balance Sheet. The
charges, accruals and reserves for Taxes with respect to the Company for any Tax
period (or portion thereof) ending on or before the Closing Date (excluding any
provision for deferred income taxes) to be reflected on the Closing Balance
Sheet will be adequate to cover such Taxes.

                  (b) Except as set forth on the attached TAXES SCHEDULE:


                           (i)      the Company has not requested or been
granted an extension of the time for filing any Tax Return which has not yet
been filed;


                                      -31-



                           (ii)     the Company has not consented to extend to a
date later than the date hereof the time in which any Tax may be assessed or
collected by any taxing authority;

                           (iii)    no deficiency or proposed adjustment which
has not been settled or otherwise resolved for any amount of Tax has been
proposed, asserted or assessed by any taxing authority against the Company;

                           (iv)     there is no action, suit, taxing authority
proceeding or audit now in progress, pending or, to the Company's or the
Seller's knowledge, threatened against or with respect to the Company;

                           (v)      the Company does not reasonably expect any
taxing authority to claim or assess any amount of additional Taxes against the
Company;

                           (vi)     no claim has ever been made by a taxing

authority in a jurisdiction where the Company does not file Tax Returns claiming
that the Company is or may be subject to Taxes assessed by such jurisdiction;

                           (vii)    the Company has not made any election under
Section 341(f) of the Code (or any corresponding provision of state, local or
foreign income Tax law);

                           (viii)   there are no Liens for Taxes (other than for
current Taxes not yet due and payable) upon the assets of the Company.

                           (ix)     the Company will not be required (A) as a
result of a change in method of accounting for a taxable period ending on or
prior to the Closing Date, to include any adjustment in taxable income for any
taxable period (or portion thereof) ending after the Closing Date, (B) as a
result of any "closing agreement," as described in Section 7121 of the Code (or
any corresponding provision of state, local or foreign income Tax law), to
include any item of income in, or exclude any item of deduction from, taxable
income for any taxable period (or portion thereof) ending after the Closing
Date, (C) as a result of any sale reported on the installment method, to include
in taxable income any amount from a sale in a taxable period ending on or prior
to the Closing Date, or (D) as a result of any prepaid amount received in a
taxable period ending on or prior to the Closing Date, to include in taxable
income such amount (or portion thereof) for any taxable period (or portion
thereof) ending after the Closing Date;

                           (x)      the Company is not a party to or bound by
any Tax allocation or Tax sharing agreement and has no current or potential
contractual obligation to indemnify any other Person with respect to Taxes and
the Company is not and has never been part of an Affiliated Group for tax
purposes; and


                                      -32-



                           (xi)     Buyer will not be required to deduct and
withhold any amount pursuant to Section 1445(a) of the Code upon the transfer of
any cash or property pursuant to this Agreement.

                           (xii)    The Company made a valid election under Code
Section 1362, effective April 1, 1999, to be an S Corporation for all taxable
years since such election through and including the current year and has made
all corresponding valid elections, where required, in the states in which it
does business and such elections have not been terminated.

                           (xiii)   The Company, after consulting with its legal
and accounting advisors, has no knowledge of any transfer, documentary, sales,
use, stamp, registration or other Tax or fee (including any corporate level
capital gains tax) that will be incurred by the Company in connection with the
sale of the Company's stock contemplated hereunder.

         5.21 BROKERAGE AND TRANSACTION BONUSES. Except for brokerage fees set
forth on the attached BROKERAGE SCHEDULE, there are no claims for brokerage
commissions, finders' fees or similar compensation in connection with the
transactions contemplated by this Agreement based on any arrangement or
agreement binding upon Seller or the Company. Except as set forth on the
attached TRANSACTION BONUSES SCHEDULE, there are no special bonuses or other
similar compensation payable to any employee of the Company in connection with
the transactions contemplated hereby. Seller shall pay, and hold the Company,
Buyer and its Affiliates harmless against, any liability, loss or expense
(including reasonable attorneys' fees and out-of-pocket expenses) arising in
connection with any such claim for special bonus or other similar compensation.

         5.22 BANK ACCOUNTS. The BANK ACCOUNT SCHEDULE attached hereto lists all
of the Company's bank accounts (designating each authorized signatory and the
level of each signatory's authorization).

         5.23 NAMES AND LOCATIONS. Except as set forth on the attached NAMES AND
LOCATIONS SCHEDULE, during the five-year period prior to the execution and
delivery of this Agreement, the Company has not used any name or names under
which it has invoiced account debtors, maintained records concerning its assets
or otherwise conducted business. All of the tangible assets and properties of
the Company are located at the locations set forth on the NAMES AND LOCATIONS
SCHEDULE.

         5.24 AFFILIATE TRANSACTIONS. Except as set forth on the attached
AFFILIATED TRANSACTIONS SCHEDULE, no officer, director, shareholder, employee or
Affiliate of the Company or, to the Company's or the Seller's knowledge, any
individual related by blood, marriage or adoption to any such individual or any
entity in which any such Person or individual owns any beneficial interest, is a
party to any agreement, contract, commitment or transaction with the Company or
has any interest in any property used by the Company (including any Intellectual
Property Rights). The Company has not paid any fees, expenses or costs of the
type described in Section 8.6 below that are to be paid by Seller pursuant to
Section 8.6 below.


                                      -33-



         5.25 SERVICE WARRANTIES. To the Company's knowledge, all services
rendered by the Company have been in conformity in all material respects with
all applicable contractual commitments and all express and implied warranties,
and the Company does not have knowledge of any liability (and, to the Company's
knowledge, there is no reasonable basis for any present or future action, suit,
proceeding, hearing, investigation, charge, complaint, claim or demand against
it giving rise to any such liability) for curing or providing services related
to any specific claims already made or other damages in connection therewith. To
the Company's knowledge, no services rendered by the Company are subject to any
guaranty, warranty or other indemnity beyond the applicable standard terms and
conditions of such sale (including as a result of any course of conduct between
the Company and any Person or as a result of any statements in any of the
Company's service or promotional literature). The attached WARRANTY SCHEDULE
includes references to those contracts containing such standard terms and
conditions of sale for the Company (containing applicable guaranty, warranty and
indemnity provisions). The Company has not been notified of any claims for (and
the Company has no knowledge of any threatened claims for) any extraordinary
warranty obligations or additional services relating to any of its services.

         5.26 CUSTOMERS AND SUPPLIERS. The CUSTOMERS AND SUPPLIERS SCHEDULE
attached hereto sets forth (a) a list of the top twenty customers of the Company
(on a consolidated basis) (by volume of sales to such customers) and (b) a list
of the top ten suppliers of the Company (on a consolidated basis) (by volume of
purchases from such suppliers), for the twelve months ended December 31, 1999
and, with respect to such customers, the committed volume of purchases by such
customers for the twelve months ended December 31, 1999 and prices related
thereto. The Company has not received any indication from any material customer
of the Company to the effect that, and the Company has no reason to believe
that, such customer will stop, materially decrease the rate of, or materially
change the terms (whether related to payment, price or otherwise) with respect
to, buying products from the Company (whether as a result of the consummation of
the transactions contemplated hereby or otherwise). The Company has not received
any indication from any material supplier to the Company to the effect that, and
the Company has no reason to believe that, such supplier will stop, materially
decrease the rate of, or materially change the terms (whether related to
payment, price or otherwise) with respect to, supplying materials, products or
services to the Company (whether as a result of the consummation of the
transactions contemplated hereby or otherwise).

         5.27 DISCLOSURE. Neither this Article V or any of the Exhibits or
Schedules attached hereto nor any of the written statements, documents,
certificates or other items prepared and supplied to Buyer or its Affiliates by
or on behalf of the Company or Seller in connection with the transactions
contemplated hereby, when taken together as a whole, contain any untrue
statement of a material fact or omit a material fact necessary to make each
statement contained herein or therein, in light of the circumstances in which
they were made, not misleading. There is no fact which the Company has not
disclosed to Buyer in writing and of which any of its stockholders, officers,
directors or executive employees is aware which has had or would reasonably be
expected to have a Material Adverse Effect.


                                      -34-



                                   ARTICLE VI

                     REPRESENTATIONS AND WARRANTIES OF BUYER

         As an inducement to Seller and the Company to enter into this Agreement
and consummate the transactions contemplated hereby, Buyer hereby represents and
warrants to Seller and the Company as follows:

         6.1 ORGANIZATION AND POWER. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.
Buyer has all requisite corporate power and authority to execute and deliver
this Agreement and to perform its obligations hereunder.

         6.2 CAPITALIZATION. The authorized capital stock of Buyer consists of
1,500,000 shares of Common Stock and 150,000 shares of Series Preferred Stock,
of which 665,761.467 shares of Common Stock, 52,696.032 shares of Series A
Redeemable Preferred Stock and 4,860.000 shares of Series B Preferred Stock are
issued and outstanding. All of such capital stock has been validly issued, is
fully paid and nonassessable, and has not been issued in violation of any
preemptive rights or rights of refusal. There are no voting trusts, proxies or
any other agreements or understandings with respect to the voting of the capital
stock of the Company other than under the Stockholders Agreement. The Company is
not subject to any obligation (contingent or otherwise) to repurchase or
otherwise acquire or retire any shares of its capital stock other than under the
Stockholders Agreement.

         6.3 AUTHORIZATION. The execution, delivery and performance by Buyer of
this Agreement and the consummation of the transactions contemplated hereby have
been duly and validly authorized by Buyer and no other corporate act or
proceeding on the part of Buyer, its board of directors or stockholders is
necessary to authorize the execution, delivery or performance of this Agreement
and the consummation of the transactions contemplated hereby. This Agreement has
been duly executed and delivered by Buyer and this Agreement constitutes a valid
and binding obligation of Buyer, enforceable in accordance with its terms.

         6.4 NO VIOLATION. Buyer is not subject to nor obligated under its
articles of incorporation or by-laws, or any applicable law, rule or regulation
of any governmental authority, or any agreement, instrument, license or permit,
or subject to any order, writ, injunction or decree, which would be breached or
violated by its execution, delivery or performance of this Agreement or the
consummation of the transactions contemplated hereby.

         6.5 GOVERNMENTAL AUTHORITIES AND CONSENTS. Except as set forth on the
BUYER CONSENTS SCHEDULE attached hereto no permit, consent, approval or
authorization of, or declaration to or filing with, any governmental or
regulatory authority or any other Person is required in connection with the
execution, delivery or performance of this Agreement by Buyer or the
consummation by Buyer of the transactions contemplated hereby.


                                      -35-



         6.6 LITIGATION. There are no actions, suits, proceedings, orders or
investigations pending or, to Buyer's knowledge, threatened against or affecting
Buyer, at law or in equity, or before or by any federal, state, municipal or
other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, which would adversely affect Buyer's
performance under this Agreement or the consummation of the transactions
contemplated hereby.

         6.7 BROKERAGE. There are no claims for brokerage commissions, finders'
fees or similar compensation in connection with the transactions contemplated by
this Agreement based on any arrangement or agreement made by or on behalf of
Buyer.


                                   ARTICLE VII

                            [INTENTIONALLY OMITTED.]



                                  ARTICLE VIII

                 ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING

         8.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The indemnities and
actions expressly provided for or expressly referenced in this Article VIII are
the exclusive remedies of the parties and their successors or assigns for any
breach of this Agreement (with it being understood, however, that nothing in
this Agreement (including this Section 8.1) shall limit or restrict any of the
Buyer Parties' right to maintain or recover any amounts in connection with any
action or claim based upon fraudulent misrepresentation or deceit). The
representations and warranties in this Agreement and the Schedules and Exhibits
attached hereto or in any writing delivered by any party to another party in
connection with this Agreement shall survive the Closing as follows:

                  (a) the representations and warranties in Section 5.20 (Tax
Matters) shall terminate when the applicable statutes of limitations with
respect to the liabilities in question expire (after giving effect to any
extensions or waivers thereof), PLUS thirty (30) days;

                  (b) the representations and warranties in Section 5.2 (Capital
Stock and Related Matters; Title to Shares) and Section 5.21 (Brokerage and
Transaction Bonuses) shall not terminate;

                  (c) all other representations and warranties in this Agreement
and the Schedules and Exhibits attached hereto or in any writing delivered by
any party to another party in connection with this Agreement shall terminate on
the one year anniversary of the Closing Date; PROVIDED THAT any representation
or warranty in respect of which indemnity may be sought under Section 8.2 below,
and


                                      -36-



the indemnity with respect thereto, shall survive the time at which it would
otherwise terminate pursuant to this Section 8.1 if notice of the inaccuracy or
breach or potential inaccuracy or breach thereof giving rise to such right or
potential right of indemnity shall have been given to the party against whom
such indemnity may be sought prior to such time (regardless of when the Losses
in respect thereof may actually be incurred). The representations and warranties
in this Agreement and the Schedules and Exhibits attached hereto or in any
writing delivered by any party to another party in connection with this
Agreement shall survive for the periods set forth in this Section 8.1 and shall
in no event be affected by any investigation, inquiry or examination made for or
on behalf of any party, or the knowledge of any party's officers, directors,
stockholders, employees or agents or the acceptance by any party of any
certificate or opinion hereunder. The parties acknowledge that indemnification
hereunder with respect to the breach of any covenant or agreement contained
herein, including any breach of any covenant or agreement contained in this
Article VIII, shall not be subject to any time or other limitations, except as
otherwise set forth in this Agreement.

         8.2 INDEMNIFICATION.

                  (a) INDEMNIFICATION BY SELLER. Seller agrees to and shall
indemnify Buyer and its Affiliates, stockholders, officers, directors,
employees, agents, partners, representatives, successors and assigns
(collectively, the "BUYER PARTIES") and save and hold each of them harmless
against and pay on behalf of or reimburse such Buyer Parties as and when
incurred for any loss, liability, demand, claim, action, cause of action, cost,
damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of
third-party claims (including interest, penalties, reasonable attorneys' fees
and expenses and all amounts paid in investigation, defense or settlement of any
of the foregoing) (collectively, "LOSSES"), which any such Buyer Party may
suffer, sustain or become subject to, as a result of, in connection with,
relating or incidental to or by virtue of: (i) any breach by the Company or
Seller of any representation or warranty made by the Company or Seller in this
Agreement or any of the Schedules or Exhibits attached hereto, or in any of the
certificates or other instruments or documents furnished by the Company pursuant
to this Agreement; (ii) any nonfulfillment or breach of any covenant, agreement
or other provision by the Company, Seller under this Agreement or any of the
Schedules and Exhibits attached hereto; (iii) any action, demand, proceeding,
investigation or claim by any Person against or affecting the Company or any
Buyer Party which, if successful, would give rise to or evidence the existence
of or relate to a breach of any of the representations, warranties, covenants or
agreements of the Company or the Seller under this Agreement; (iv) any Taxes of
the Company with respect to any Tax year or portion thereof ending on or before
the Closing Date as determined in accordance with Section 8.11 hereof; or (v)
any of the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto;
PROVIDED THAT Seller shall not have any liability under clauses (i) and (iii)
above (other than with respect to the representations and warranties contained
in Section 5.2 (Capital Stock and Related Matters; Title to Shares), Section
5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses)) unless
the aggregate of all Losses relating thereto for which Seller would, but for
this proviso, be liable exceeds on a cumulative basis an amount equal to
$100,000 (and then Seller shall be liable for all such Losses including the
$100,000 threshold amount); and PROVIDED FURTHER that Seller's aggregate
liability under clause (i) above (other than with


                                      -37-



respect to the representations and warranties contained in Section 5.2 (Capital
Stock and Related Matters; Title to Shares), Section 5.20 (Tax Matters) and
Section 5.21 (Brokerage and Transaction Bonuses)), shall in no event exceed an
amount equal to one-half of the Purchase Price (with it being understood,
however, that nothing in this Agreement (including this Section 8.2(a)) shall
limit or restrict any of the Buyer Parties' right to maintain or recover any
amounts in connection with any action or claim based upon fraudulent
misrepresentation or deceit).

                  (b) FURTHER LIMITATIONS ON INDEMNIFICATION.

                           (i)      Each addition to the asset portion of the
Company's balance sheet that corresponds to a liability, obligation, cost or
expense to be indemnified by Seller hereunder shall be taken into account as an
offset to such corresponding liability, obligation, cost or expense for purposes
of determining Seller's indemnification liability with respect to such
liability, obligation, cost and expense, to the extent such asset addition did
not appear on the Latest Balance Sheet or Closing Balance Sheet (i.e., if a
liability under a capital lease is to be indemnified by Seller hereunder, the
corresponding asset under such capital lease shall also be taken into account
for purposes of determining Seller's indemnification liability, but only to the
extent of such liability).

                           (ii)     No breach of Seller's and the Company's
representations and warranties and no claim for adjustment of the Purchase Price
shall be asserted by Buyer based upon any change in the accounting methods set
forth on the Accounting Schedule.

                           (iii)    No breach of the representations and
warranties and no claim for adjustment of the Purchase Price shall be asserted
that results from the creation of any new or additional reserve fund(s) with
respect to accrual of liabilities for future or contingent claims or otherwise
unless the Company had knowledge of a specific claim.

                           (iv)     Notwithstanding any provision herein to the
contrary, any Loss for which an Indemnitor claims indemnification under this
Section 8.2 shall take into account (A) the proceeds of any insurance actually
received by the Indemnitee with respect to such Loss less any increase in
premiums to such Person as a result of such claim for insurance proceeds (the
"INSURANCE RECOVERY AMOUNT"), (B) the amount of any reduction in Tax that (1) is
actually realized by a reduction of Taxes actually paid or by a refund actually
received by the Indemnitee, and (2) is attributable to any deduction, loss,
credit or other Tax benefit arising from or arising out of such Loss (the "TAX
REDUCTION AMOUNT"). Any indemnification payment under this Section 8.2 shall
initially be made without regard to clauses (A) and (B) of this Section
8.2(b)(v) and the Indemnitee shall remit to the Indemnitor the Tax Reduction
Amount or the Insurance Recovery Amount, as the case may be, when the Indemnitee
actually realizes the Tax Reduction Amount or actually receives the Insurance
Recovery Amount, as the case may be.

                  (c) INDEMNIFICATION BY BUYER. Buyer agrees to and shall
indemnify Seller and hold it harmless against any Losses which Seller may
suffer, sustain or become subject to, as the result of,


                                      -38-



in connection with, relating or incidental to or by virtue of the breach by
Buyer of any representation, warranty, covenant or agreement made by Buyer in
this Agreement, including without limitation the representation and warranty by
Buyer contained in Section 6.8 above.

                  (d) MANNER OF PAYMENT. Except as otherwise provided herein,
any indemnification of the Buyer Parties or Seller pursuant to this Section 8.2
shall be effected by wire transfer of immediately available funds from Seller or
Buyer, as the case may be, to an account designated by the applicable Buyer
Party or Seller, as the case may be, within ten days after the determination
thereof. Any such indemnification payments shall include interest at the
Applicable Rate calculated on the basis of the actual number of days elapsed
over 360, from the date any such Loss is suffered or sustained to the date of
payment. Any amounts owing from Seller pursuant to this Section 8.2 shall be
made directly by Seller in accordance with the terms of this Section 8.2(d). All
indemnification payments under this Section 8.2 shall be deemed adjustments to
the Purchase Price set forth in Section 2.3(a) above.

                  (e) DEFENSE OF THIRD-PARTY CLAIMS. Any Person making a claim
for indemnification under this Section 8.2 (an "INDEMNITEE") shall notify the
indemnifying party (an "INDEMNITOR") of the claim in writing promptly after
receiving written notice of any action, lawsuit, proceeding, investigation or
other claim against it (if by a third party), describing the claim, the amount
thereof (if known and quantifiable) and the basis thereof; PROVIDED THAT the
failure to so notify an Indemnitor shall not relieve the Indemnitor of its
obligations hereunder except to the extent that (and only to the extent that)
such failure shall have caused the damages for which the Indemnitor is obligated
to be greater than such damages would have been had the Indemnitee given the
Indemnitor prompt notice hereunder. Any Indemnitor shall be entitled to
participate in the defense of such action, lawsuit, proceeding, investigation or
other claim giving rise to an Indemnitee's claim for indemnification at such
Indemnitor's expense, and at its option (subject to the limitations set forth
below) shall be entitled to assume the defense thereof by appointing a
recognized and reputable counsel acceptable to the Indemnitee to be the lead
counsel in connection with such defense; PROVIDED THAT prior to the Indemnitor
assuming control of such defense it shall first (A) verify to the Indemnitee in
writing that such Indemnitor shall be fully responsible (with no reservation of
any rights) for all liabilities and obligations relating to such claim for
indemnification (without regard to any dollar limitations otherwise set forth
herein) and that it shall provide full indemnification (whether or not otherwise
required hereunder) to the Indemnitee with respect to such action, lawsuit,
proceeding, investigation or other claim giving rise to such claim for
indemnification hereunder and (B) enter into an agreement with the Indemnitee in
form and substance satisfactory to the Indemnitee which agreement
unconditionally guarantees the payment and performance of any liability or
obligation which may arise with respect to such action, lawsuit, proceeding,
investigation or facts giving rise to such claim for indemnification hereunder;
and PROVIDED FURTHER, that:

                           (i)      the Indemnitee shall be entitled to
participate in the defense of such claim and to employ counsel of its choice for
such purpose; PROVIDED THAT the fees and expenses of such separate counsel shall
be borne by the Indemnitee (other than any fees and expenses of such


                                      -39-



separate counsel that are incurred prior to the date the Indemnitor effectively
assumes control of such defense which, notwithstanding the foregoing, shall be
borne by the Indemnitor, and except that the Indemnitor shall pay all of the
fees and expenses of such separate counsel if the Indemnitee has been advised by
counsel that a reasonable likelihood exists of a conflict of interest between
the Indemnitor and the Indemnitee);

                           (ii)     the Indemnitor shall not be entitled to
assume control of such defense (unless otherwise agreed to in writing by the
Indemnitee) and shall pay the fees and expenses of counsel retained by the
Indemnitee if (1) the claim for indemnification relates to or arises in
connection with any criminal or quasi-criminal proceeding, action, indictment,
allegation or investigation; (2) the Indemnitee reasonably believes an adverse
determination with respect to the action, lawsuit, investigation, proceeding or
other claim giving rise to such claim for indemnification would be detrimental
to or injure the Indemnitee's reputation or future business prospects; (3) the
claim seeks an injunction or equitable relief against the Indemnitee; (4) the
Indemnitee has been advised by counsel that a reasonable likelihood exists of a
conflict of interest between the Indemnitor and the Indemnitee; (5) the claim
involves environmental matters in which case the Indemnitee shall have sole
control and management authority over the resolution of such claim (including
hiring legal counsel and environmental consultants, conducting environmental
investigations and cleanups, negotiating with governmental agencies and third
parties and defending or settling claims and actions); PROVIDED THAT the
Indemnitee shall keep the Indemnitor apprised of any major developments relating
to any environmental claim; or (6) upon petition by the Indemnitee, the
appropriate court rules that the Indemnitor failed or is failing to vigorously
prosecute or defend such claim; and

                           (iii)    if the Indemnitor shall control the defense
of any such claim, the Indemnitor shall obtain the prior written consent of the
Indemnitee before entering into any settlement of a claim or ceasing to defend
such claim if, pursuant to or as a result of such settlement or cessation,
injunctive or other equitable relief will be imposed against the Indemnitee or
if such settlement does not expressly and unconditionally release the Indemnitee
from all liabilities and obligations with respect to such claim, without
prejudice.

                  (f) CERTAIN WAIVERS; ETC. Seller hereby agrees that he shall
not make any claim for indemnification against Buyer, the Company or any of
their respective Affiliates by reason of the fact that Seller is or was a
stockholder, director, officer, employee or agent of the Company or any of its
Affiliates or is or was serving at the request of the Company or any of its
Affiliates as a partner, trustee, director, officer, employee or agent of
another entity (whether such claim is for judgments, damages, penalties, fines,
costs, amounts paid in settlement, losses, expenses or otherwise and whether
such claim is pursuant to any statute, charter document, bylaw, agreement or
otherwise) with respect to any action, suit, proceeding, complaint, claim or
demand brought by any of the Buyer Parties against Seller pursuant to this
Agreement or applicable law or otherwise, and Seller hereby acknowledges and
agrees that he shall not have any claim or right to contribution or indemnity
from the Company or any of its Affiliates with respect to any amounts paid by
him pursuant to this Agreement or otherwise. Effective upon the Closing, Seller
hereby irrevocably waives, releases and discharges the Company


                                      -40-



and its Affiliates from any and all liabilities and obligations to it or him of
any kind or nature whatsoever, whether in his capacity as a stockholder, officer
or director of the Company or any of its Affiliates or otherwise (including in
respect of any rights of contribution or indemnification but excluding
compensation otherwise payable as an employee of the Company, in each case
whether absolute or contingent, liquidated or unliquidated, known or unknown,
and whether arising under any agreement or understanding (other than this
Agreement and any of the other agreements executed and delivered in connection
herewith) or otherwise at law or equity, and Seller agrees that he shall not
seek to recover any amounts in connection therewith or thereunder from the
Company or any of its Affiliates. In no event shall the Company or any of its
Affiliates have any liability whatsoever to Seller for any breaches of the
representations, warranties, agreements or covenants of the Company hereunder,
and Seller shall not in any event seek contribution from the Company or any of
its Affiliates in respect of any payments required to be made by Seller pursuant
to this Agreement.

         8.3 MUTUAL ASSISTANCE. Buyer, the Company and Seller agree that they
will mutually cooperate in the expeditious filing of all notices, reports and
other filings with any governmental authority required to be submitted jointly
by the Company and Buyer in connection with the execution and delivery of this
Agreement and/or the other agreements contemplated hereby and the consummation
of the transactions contemplated hereby or thereby.

         8.4 NON-COMPETITION; NON-SOLICITATION.

                  (a) Seller hereby acknowledges that he is familiar with the
Company's trade secrets and with other Confidential Information. Seller (who is
the sole shareholder and the founder, president and a director of the Company)
acknowledges and agrees that the Company would be irreparably damaged if he were
to provide services to or otherwise participate in the business of any Person
competing with the Company in a similar business and that any such competition
by Seller would result in a significant loss of goodwill by the Company. Seller
further acknowledges and agrees that the covenants and agreements set forth in
this Section 8.4 were a material inducement to Buyer to enter into this
Agreement and to perform its obligations hereunder, and that Buyer and its
stockholders would not obtain the benefit of the bargain set forth in this
Agreement as specifically negotiated by the parties hereto if Seller breached
the provisions of this Section 8.4. Therefore, in further consideration of the
amounts to be paid hereunder for the Shares and the goodwill of the Company sold
by Seller, Seller agrees that until the fifth anniversary of the Closing, Seller
shall not (and Seller shall cause his Affiliates not to) directly or indirectly
own any interest in, manage, control, participate in (whether as an officer,
director, employee, partner, agent, representative or otherwise), consult with,
render services for, or in any other manner engage anywhere in the Restricted
Territories in any business engaged directly or indirectly in the installation,
construction, maintenance or repair of electric transmission lines or the
installation, construction, maintenance or repair of telephonic or communication
transmission lines and all related services; PROVIDED THAT nothing herein shall
prohibit Seller or his Affiliates from being a passive owner of not more than 2%
of the outstanding stock of any class of a corporation which is publicly traded
so long as none of such Persons has any active participation in the business of
such corporation. For purposes of this Agreement, "RESTRICTED


                                      -41-


TERRITORIES" shall mean the United States of America. Seller acknowledges that
the Company's business has been conducted or is presently proposed to be
conducted throughout the Restricted Territories and that the geographic
restrictions set forth above are reasonable and necessary to protect the
goodwill of the Company's business being sold by Seller pursuant to this
Agreement.

                  (b) Seller shall not (and Seller shall cause his Affiliates
not to) directly, or indirectly through another Person, (i) induce or attempt to
induce any employee of the Company or any of its Affiliates to leave the employ
of the Company or any of its Affiliates, or in any way interfere with the
relationship between the Company or any of its Affiliates and any employee
thereof, (ii) hire any person who was an employee of the Company or any of its
Affiliates at any time during the six-month period immediately prior to the date
on which such hiring would take place (it being conclusively presumed by the
parties so as to avoid any disputes under this Section 8.4(b) that any such
hiring within such six-month period is in violation of clause (i) above), or
(iii) for so long as Seller has continuing obligations under Section 8.4(a)
above, call on, solicit or service any customer, supplier, licensee, licensor or
other business relation of the Company or any of its Affiliates in order to
induce or attempt to induce such Person to cease doing business with the Company
or any of its Affiliates, or in any way interfere with the relationship between
any such customer, supplier, licensee or business relation and the Company or
any of its Affiliates (including making any negative statements or
communications about the Company or any of its Affiliates).

                  (c) If, at the time of enforcement of the covenants contained
in this Section 8.4 (the "RESTRICTIVE COVENANTS"), a court shall hold that the
duration, scope or area restrictions stated herein are unreasonable under
circumstances then existing, the parties agree that the maximum duration, scope
or area reasonable under such circumstances shall be substituted for the stated
duration, scope or area and that the court shall be allowed and directed to
revise the restrictions contained herein to cover the maximum period, scope and
area permitted by law. Seller has consulted with legal counsel regarding the
Restrictive Covenants and based on such consultation has determined and hereby
acknowledges that the Restrictive Covenants are reasonable in terms of duration,
scope and area restrictions and are necessary to protect the goodwill of the
Company's business and the substantial investment in the Company made by Buyer
hereunder. Seller further acknowledges and agrees that the Restrictive Covenants
are being entered into by him in connection with the sale by Seller of the
Shares and the goodwill of the Company's business pursuant to this Agreement and
not directly or indirectly in connection with Seller's employment or other
relationship with the Company.

                  (d) If Seller or any of his Affiliates breaches, or threatens
to commit a breach of, any of the Restrictive Covenants, the Company shall have
the following rights and remedies, each of which rights and remedies shall be
independent of the others and severally enforceable, and each of which is in
addition to, and not in lieu of, any other rights and remedies available to the
Company or its Affiliates at law or in equity:

                           (i)      the right and remedy to have the Restrictive
Covenants specifically enforced by any court of competent jurisdiction, it being
agreed that any breach or threatened breach


                                      -42-



of the Restrictive Covenants would cause irreparable injury to the Company and
that money damages would not provide an adequate remedy to the Company; and

                           (ii)     the right and remedy to require Seller to
account for and pay over to the Company any profits, monies, accruals,
increments or other benefits derived or received by such Person as the result of
any transactions constituting a breach of the Restrictive Covenants.

                           (iii)    In the event of any breach or violation by
Seller of any of the Restrictive Covenants, the time period of such covenant
shall be tolled until such breach or violation is resolved.

         8.5 PRESS RELEASE AND ANNOUNCEMENTS. Unless required by law (in which
case each of Buyer and the Company agree to use reasonable efforts to consult
with the other party prior to any such disclosure as to the form and content of
such disclosure), after the date hereof and through and including the Closing
Date, no press releases, announcements to the employees, customers or suppliers
of the Company or other releases of information related to this Agreement or the
transactions contem plated hereby will be issued or released without the consent
of each of Buyer and the Company. After the Closing, Buyer and the Company may
issue any such releases of information without the consent of any other party
hereto.

         8.6 EXPENSES. Seller and Buyer shall pay all of their own respective
fees, costs and expenses (including fees, costs and expenses of legal counsel,
investment bankers, brokers or other representatives and consultants and
appraisal fees, costs and expenses) incurred in connection with the negotiation
of this Agreement, the performance of its obligations hereunder and the
consummation of the transactions contemplated hereby.

         8.7 SPECIFIC PERFORMANCE. Each of the Company, Seller and Buyer
acknowledges and agrees that the other parties would be damaged irreparably in
the event any of the provisions of this Agreement is not performed in accordance
with its specific terms or is otherwise breached. Accordingly, the Company,
Seller and Buyer agree that the other parties shall be entitled to an injunction
or injunctions to prevent breaches of the provisions of this Agreement and to
enforce specifically this Agreement and the terms and provisions hereof in any
action instituted in any court in the United States or in any state having
jurisdiction over the parties and the matter in addition to any other remedy to
which they may be entitled pursuant hereto.

         8.8 ARBITRATION PROCEDURE.

                  (a) Each of Buyer and Seller agree that the arbitration
procedure set forth below shall be the sole and exclusive method for resolving
and remedying claims for money damages arising out of the provisions this
Article VIII (the "DISPUTES") following the Closing; PROVIDED THAT nothing in
this Section 8.8 shall prohibit a party hereto from instituting litigation to
enforce any Final Determination (as defined below). The parties hereby
acknowledge and agree that, except as otherwise provided in this Section 8.8,
the arbitration procedures and any Final Determination hereunder shall


                                      -43-



be governed by, and shall be enforced pursuant to, the United States Arbitration
Act, 9 U.S.C. Section 1 ET. SEQ.

                  (b) In the event that any party asserts that there exists a
Dispute, such party shall deliver a written notice to each other party involved
therein specifying the nature of the asserted Dispute and requesting a meeting
to attempt to resolve the same. If no such resolution is reached within ten
business days after the delivery of such notice, the party delivering such
notice of Dispute (the "DISPUTING PERSON") may thereafter commence arbitration
hereunder by delivering to each other party involved therein a notice of
arbitration (a "NOTICE OF ARBITRATION"). Such Notice of Arbitration shall
specify the nature of any Dispute. Buyer and Seller shall mutually agree upon
one arbitrator to resolve any Dispute pursuant to the procedures set forth in
this Section 8.8; PROVIDED, if Buyer and Seller cannot agree on an arbitrator
within ten business days, then they shall request the American Arbitration
Association to appoint an arbitrator experienced in the area of dispute who does
not have an ongoing business relationship with any of the parties to the
dispute. The Arbitrator shall permit and facilitate such discovery as the party
initiating such claim shall reasonably request.

                  (c) The arbitrator selected pursuant to Section 8.8(b) will
determine the allocation of the costs and expenses of arbitration based upon the
percentage which the portion of the contested amount not awarded to each party
bears to the amount actually contested by such party. For example, if Buyer
submits a claim for $1,000 and if Seller contests only $500 of the amount
claimed by Buyer, and if the arbitrator ultimately resolves the dispute by
awarding Buyer $300 of the $500 contested, then the costs and expenses of
arbitration will be allocated 60% (i.e., 300 / 500) to Seller and 40% (i.e., 200
/ 500) to Buyer.

                  (d) The arbitration shall be conducted in Miami, Florida. The
arbitrator shall conduct the arbitration so that a final result, determination,
finding, judgment and/or award (the "FINAL DETERMINATION") is made or rendered
as soon as practicable, but in no event later than 90 business days after the
delivery of the Notice of Arbitration nor later than 10 days following
completion of the arbitration. The Final Determination shall be final and
binding on all parties and there shall be no appeal from or reexamination of the
Final Determination, except for fraud, perjury, evident partiality or misconduct
by an arbitrator prejudicing the rights of any party and to correct manifest
clerical errors.

                  (e) Buyer or Seller may enforce any Final Determination in any
state or federal court of competent jurisdiction. For the purpose of any action
or proceeding instituted with respect to any Final Determination, each party
hereto hereby irrevocably submits to the jurisdiction of such courts,
irrevocably consents to the service of process by registered mail or personal
service and hereby irrevocably waives, to the fullest extent permitted by law,
any objection which it may have or hereafter have as to personal jurisdiction,
the laying of the venue of any such action or proceeding brought in any such
court and any claim that any such action or proceeding brought in any court has
been brought in an inconvenient forum.


                                      -44-



         8.9 FURTHER ASSURANCES. In the event that at any time after the Closing
any further action is necessary or desirable to carry out the purposes of this
Agreement, each of the parties hereto will take such further action (including
the execution and delivery of such further instruments and documents) as any
other party hereto reasonably may request. Seller acknowledges and agrees that,
from and after the Closing, Buyer will be entitled to possession of all
documents, books, records (including Tax records), agreements and financial data
of any sort relating to the Company. Seller shall not in any manner take any
action which is designed, intended or might be reasonably anticipated to have
the effect of discouraging customers, suppliers, lessors, licensors and other
business associates from maintaining the same business relationships with the
Company and its Affiliates at any time after the date of this Agreement as were
maintained with the Company and its Affiliates prior to the date of this
Agreement.

         8.10 CONFIDENTIALITY. Seller agrees not to disclose or use at any time
(and shall cause each of his Affiliates not to use or disclose at any time) any
Confidential Information, except to the extent that such disclosure or use is
directly related to and required by the performance of Seller's duties to the
Company as an officer or employee. Seller further agrees to take all appropriate
steps (and to cause each of his Affiliates to take all appropriate steps) to
safeguard such Confidential Information and to protect it against disclosure,
misuse, espionage, loss and theft. In the event Seller or any of his Affiliates
is required by law to disclose any Confidential Information, Seller shall
promptly notify Buyer in writing, which notification shall include the nature of
the legal requirement and the extent of the required disclosure, and Seller
shall cooperate with Buyer and the Company to preserve the confidentiality of
such information consistent with applicable law.

         8.11 TAX MATTERS.

                  (a) TAX PERIODS ENDING ON OR BEFORE THE CLOSING DATE. Seller
shall prepare or cause to be prepared and file or cause to be filed all Tax
Returns for the Company for all periods ending on or prior to the Closing Date
or for which the date of measurement for such Tax occurs prior to the Closing
Date which are filed after the Closing Date. All such Tax Returns shall be
prepared in accordance with past practice insofar as they relate to the Company.
Seller shall permit Buyer to review and comment on each such Tax Return prior to
filing. Seller shall reimburse Buyer for Taxes of Seller and the Company with
respect to such periods within fifteen (15) days prior to any payment by Buyer
or the Company of such Taxes to the extent such Taxes are not accrued as a
liability on the Closing Balance Sheet and used to determine the Purchase Price
pursuant to Section 2.3. Seller shall not be liable for and shall not pay or
reimburse Buyer or Company for any Taxes incurred as a result of any election
under Section 338 of the Code.

                  (b) TAX PERIODS BEGINNING BEFORE AND ENDING AFTER THE CLOSING
DATE. Buyer shall prepare or cause to be prepared and file or cause to be filed
any Tax Returns of the Company for Tax periods which begin before the Closing
Date and end after the Closing Date ("STRADDLE TAX RETURNS"). Buyer shall permit
Seller to review and comment on each such Tax Return prior to filing. Any
portion of any Tax which must be paid in connection with the filing of a
Straddle Tax Return, to the extent


                                      -45-



attributable to any period or portion of a period ending on or before the
Closing Date, shall be referred to herein as "PRE-CLOSING TAXES." Seller shall
pay to Buyer an amount equal to the Pre-Closing Taxes due with any Straddle Tax
Returns (to the extent such Taxes are not accrued as a liability on the Closing
Balance Sheet used to determine the Final Purchase Price pursuant to Section
2.3) at least ten (10) days before Buyer is required to cause to be paid the
related Tax liability. Where the Pre-Closing Taxes involve a period which begins
before and ends after the Closing Date, such Pre-Closing Taxes shall be
calculated as though the taxable year of the Company terminated as of the close
of business on the Closing Date; PROVIDED, HOWEVER, that in the case of a tax
not based on income, receipts, proceeds, profits or similar items, Pre-Closing
Taxes shall be equal to the amount of tax for the taxable period multiplied by a
fraction, the numerator of which shall be the number of days from the beginning
of the taxable period through the Closing Date and the denominator of which
shall be the number of days in the taxable period. All determinations necessary
to give effect to the foregoing allocations shall be made in a manner consistent
with prior practice of the Company.

                  (c) CERTAIN TAXES. All transfer, documentary, sales, use,
stamp, registration and other such Taxes and fees (including any penalties and
interest) incurred in connection with the transfer by the Company to Seller of
the real property demised by the Lease Agreement), shall be paid by Seller when
due and Seller will at his own expense file all necessary Tax Returns and other
documentation with respect to all such transfer, documentary, sales, use, stamp,
registration and other Taxes and fees, and if required by applicable law, Buyer
will, and will cause the Company to, join in the execution of any such Tax
Returns and documentation.

                  (d) COOPERATION ON TAX MATTERS.

                           (i)      Seller, the Company and Buyer shall
cooperate fully, as and to the extent reasonably requested by the other party,
in connection with the filing of Tax Returns pursuant to this Section 8.11 and
any audit, litigation or other proceeding with respect to Taxes. Such
cooperation shall include signing any Tax Return, amended Tax Returns, claims or
other documents necessary to settle any Tax controversy, the retention and (upon
the other party's request) the provision of records and information which are
reasonably relevant to any such audit, litigation or other proceeding and making
employees available on a mutually convenient basis to provide additional
information and explanation of any material provided hereunder. Seller agrees to
retain all books and records with respect to Tax matters pertinent to the
Company relating to any taxable period beginning before the Closing Date until
the expiration of the statute of limitations (and, to the extent notified by
Buyer, any extensions thereof) of the respective taxable periods, and to abide
by all record retention agreements entered into with any taxing authority and to
give Buyer reasonable written notice prior to transferring, destroying or
discarding any such books and records and, if the other party so requests, Buyer
shall allow Seller to take possession of such books and records.

                           (ii)     Buyer shall have the right to participate in
any Tax proceeding related to a pre-Closing Tax year of the Company which may
have the effect of increasing Buyer's or the Company's Tax liability for any Tax
period ending after the Closing, and Seller shall not settle or


                                      -46-



compromise any such proceeding without Buyer's prior written consent (which
shall not be unreasonably withheld); PROVIDED HOWEVER, Buyer hereby agrees to
consent if Seller fully indemnifies Buyer for any increase in Buyer's or the
Company's Tax liability.

                           (iii)    Buyer and Seller further agree, upon request
by the other, to use their best efforts to obtain any certificate or other
document from any governmental authority or any other Person as may be necessary
to mitigate, reduce or eliminate any Tax that could be imposed (including, but
not limited to, with respect to the transactions contemplated hereby).

                           (iv)     Without the prior written consent (which
shall not be unreasonably withheld) of Buyer, neither Seller nor the Company
shall make or change any election, change an annual accounting period, file any
amended Tax Return, enter into any closing agreement, settle any Tax claim or
assessment relating to the Company, surrender any right to claim a refund of
Taxes, or take any other similar action, or omit to take any action relating to
the filing of any Tax Return or the payment of any Tax, if such action or
omission would have the effect of increasing the present or future Tax liability
or decreasing any present or future Tax asset of the Company, Buyer or any
Affiliate of Buyer. Seller shall notify Buyer of any consent to any extension or
waiver of the limitation period applicable to any Tax claim or assessment
relating to the Company within fifteen (15) days of making such consent or
waiver.

                  (e) NO SECTION 338(h)(10) ELECTION. None of Seller, Buyer or
the Company shall make or be required to consent to any election under Section
338(h)(10) of the Code.


                                   ARTICLE IX

                                  MISCELLANEOUS

         9.1 AMENDMENT AND WAIVER. This Agreement may be amended, and any
provision of this Agreement may be waived; PROVIDED THAT any such amendment or
waiver will be binding upon the Company, prior to the Closing, and Seller only
if such amendment or waiver is set forth in a writing executed by Seller, and
any such amendment or waiver will be binding upon the Company, after the
Closing, and Buyer only if such amendment or waiver is set forth in a writing
executed by Buyer or the Company, as the case may be. No course of dealing
between or among any Persons having any interest in this Agreement shall be
deemed effective to modify, amend or discharge any part of this Agreement or any
rights or obligations of any Person under or by reason of this Agreement. 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.


                                      -47-



         9.2 NOTICES. All notices, demands and other communications to be given
or delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given (i) when personally delivered,
sent by telecopy (with hard copy to follow) or sent by reputable overnight
express courier (charges prepaid), or (ii) five days following mailing by
certified or registered mail, postage prepaid and return receipt requested.
Unless another address is specified in writing, notices, demands and
communications to Seller, the Company and Buyer shall be sent to the addresses
indicated below:

NOTICES TO SELLER:
Mr. Thomas E. Murrell
George M. Construction, Inc.
31479 SM 249 Road
Pinehurst, Texas 77362
Telecopy:


WITH A COPY TO (WHICH SHALL NOT CONSTITUTE
NOTICE TO THE COMPANY OR SELLER):
Richard Yount, Esq.
Baker & Hostetler LLP
1000 Louisiana, Suite 2000
Houston, TX 77002-5008
Telecopy: (713) 276-1626

NOTICES TO THE COMPANY AND BUYER:
Linc.net, Inc.
6303 Blue Lagoon Drive, Suite 305
Miami, FL 33126
Attn:    Ismael Perera
Telecopy: (305) 266-0875

WITH COPIES TO (WHICH SHALL NOT CONSTITUTE NOTICE TO THE COMPANY OR BUYER):
First Chicago Equity Capital
55 West Monroe
16th Floor
Chicago, IL 60670
Attn:    Burton E. McGillivray
Telecopy: (312) 732-7483


                                      -48-



Kirkland & Ellis
200 East Randolph
Chicago, IL 60601
Attn:    Ted H. Zook
         E. Paul Quinn
Telecopy:    (312) 861-2200

Saunders, Karp & Megrue
262 Harbor Drive, 4th Floor
Stamford, CT 06902
Attn:    John F. Megrue
         Timothy B. Armstrong
Telecopy: (203) 708-6677


         9.3 SUCCESSORS AND ASSIGNS. This Agreement and all of the covenants and
agreements contained herein and rights, interests or obligations hereunder, by
or on behalf of any of the parties hereto, shall bind and inure to the benefit
of the respective heirs, successors and assigns of the parties hereto whether so
expressed or not, except that neither this Agreement nor any of the covenants
and agreements herein or rights, interests or obligations hereunder may be
assigned or delegated by the Seller prior to or after the Closing, or assigned
or delegated by the Company prior to the Closing, without the prior written
consent of Buyer. Buyer may assign its rights and obligations hereunder
(including its right to purchase the Shares), in whole or in part, to any of its
Affiliates without the consent of any of the other parties hereto. In addition,
Buyer may assign its rights and obligations pursuant to this Agreement in whole
or in part, in connection with any disposition or transfer of all or any portion
of the Company or its businesses in any form of transaction without the consent
of any of the other parties hereto. Buyer and, following the Closing, the
Company may assign any or all of its rights pursuant to this Agreement,
including its rights to indemnification, to any of its lenders as collateral
security.

         9.4 SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or
invalid under applicable law, such provision will be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.

         9.5 INTERPRETATION. The headings and captions used in this Agreement,
in any Schedule or Exhibit hereto, in the table of contents or in any index
hereto are for convenience of reference only and do not constitute a part of
this Agreement and shall not be deemed to limit, characterize or in any way
affect any provision of this Agreement or any Schedule or Exhibit hereto, and
all provisions of this Agreement and the Schedules and Exhibits hereto shall be
enforced and construed as if no caption or heading had been used herein or
therein. Any capitalized terms used in any Schedule or Exhibit attached hereto
and not otherwise defined therein shall have the meanings set forth in this
Agreement.


                                      -49-



Each defined term used in this Agreement shall have a comparable meaning when
used in its plural or singular form. The use of the word "including" herein
shall mean "including without limitation" and, unless the context otherwise
required, "neither," "nor," "any," "either" and "or" shall not be exclusive. The
parties hereto intend that each representation, warranty and covenant contained
herein shall have independent significance. If any party has breached any
representation, warranty or covenant contained herein in any respect, the fact
that there exists another representation, warranty or covenant relating to the
same subject matter (regardless of the relative levels of specificity) which
such party has not breached shall not detract from or mitigate the fact that
such party is in breach of the first representation, warranty or covenant. The
parties have participated jointly in the negotiation and drafting of this
Agreement. In the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the parties,
and no presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any of the provisions of this Agreement.

         9.6 CAPTIONS. The captions used in this Agreement are for convenience
of reference only and do not constitute a part of this Agreement and shall not
be deemed to limit, characterize or in any way affect any provision of this
Agreement, and all provisions of this Agreement shall be enforced and construed
as if no caption had been used in this Agreement.

         9.7 NO THIRD-PARTY BENEFICIARIES. Nothing herein expressed or implied
is intended or shall be construed to confer upon or give to any Person other
than the parties hereto and their respective permitted successors and assigns,
any rights or remedies under or by reason of this Agreement, such third parties
specifically including employees and creditors of the Company.

         9.8 COMPLETE AGREEMENT. This Agreement and the agreements and documents
referred to herein contain the entire agreement and understanding between the
parties with respect to the subject matter hereof and supersede all prior
agreements and understandings (including that certain letter of intent dated
June 10, 1999, between First Chicago Equity Capital and the Company), whether
written or oral, relating to such subject matter in any way.

         9.9 COUNTERPARTS. This Agreement may be executed in one or more
counterparts (including by means of telecopied signature pages), all of which
taken together shall constitute one and the same instrument.

         9.10 DELIVERY BY FACSIMILE. This Agreement and any signed agreement or
instrument entered into in connection with this Agreement, and any amendments
hereto or thereto, to the extent signed and delivered by means of a facsimile
machine, shall be treated in all manner and respects as an original agreement or
instrument and shall be considered to have the same binding legal effect as if
it were the original signed version thereof delivered in person. At the request
of any party hereto or to any such agreement or instrument, each other party
hereto or thereto shall re-execute original forms thereof and deliver them to
all other parties. No party hereto or to any such agreement or instrument shall
raise the use of a facsimile machine to deliver a signature or the fact that any
signature


                                      -50-



or agreement or instrument was transmitted or communicated through the use of a
facsimile machine as a defense to the formation of a contract and each such
party forever waives any such defense.

         9.11 GOVERNING LAW. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by
the internal law of the State of Texas without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of Texas or any
other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of Texas.

         9.12 SCHEDULES. Nothing in any schedule attached hereto shall be
adequate to disclose an exception to a representation or warranty made in this
Agreement unless such schedule identifies the exception in reasonable detail.
Without limiting the generality of the foregoing, the mere listing (or inclusion
of a copy) of a document or other item shall not be adequate to disclose an
exception to a representation or warranty made in this Agreement, unless the
representation or warranty has to do with the existence of the document or other
item itself. No exceptions to any representations or warranties disclosed on one
schedule shall constitute an exception to any other representations or
warranties made in this Agreement unless the exception is disclosed as provided
herein on each such other applicable schedule or cross-referenced in such other
applicable section or schedule.



                           *    *    *    *    *









                                      -51-


                  IN WITNESS WHEREOF, the parties hereto have executed this
Stock Purchase Agreement on the date first written above.


                                            LINC.NET, INC.


                                            By:________________________________
                                            Name:
                                            Title:


                                            GEORGE M. CONSTRUCTION, INC.


                                            By:________________________________
                                            Name:
                                            Title:



                                            ___________________________________
                                            Thomas E. Murrell


                                       52


                               ACCOUNTING SCHEDULE


         1. The Allowance for Bad Debt as provided on the Latest Balance Sheet
and Closing Balance Sheet may or may not be equal to actual bad debt but shall
be deemed to be a final and conclusive estimate of uncollectible accounts
receivable as of those dates and no adjustment of the Final Balance Sheet,
Closing Balance Sheet, Price Adjustment Components, Purchase Price or Final
Purchase Price shall be made for actual uncollectible accounts receivable except
to the extent (1) it is shown any accounts receivable are based upon work not
done or material not delivered, and (2) the Company has knowledge of the
uncollectability of any account(s) receivable.

         2. The Company has made no allowance or accrual of liability for future
warranty work and no adjustment on the Latest Balance Sheet, Closing Balance
Sheet, Price Adjustment Components, Purchase Price or the Final Purchase Price
shall be made based upon accruals for warranty work relating to finished jobs or
jobs in progress unless the Company has knowledge of a service warranty
liability as of the Closing.

         3. No adjustment of the Latest Balance Sheet, Closing Balance Sheet,
Price Adjustment Components, Purchase Price or the Final Purchase Price shall be
asserted based upon any change in the methods of calculating the value of
unbilled work in progress used for purposes of preparing the Latest Balance
Sheet even if the methodology used is not in accordance with GAAP or even if
other GAAP methods of accounting are permissible. Nothing contained herein shall
prohibit adjustments based on work not done or material not delivered.

         4. No claim for adjustment of the Latest Balance Sheet, Closing Balance
Sheet, Price Adjustment Components, the Purchase Price or the Final Purchase
Price shall be asserted based upon the creation of any new or additional reserve
funds with respect to accrual of liabilities for future or contingent tort
claims unless the Company has knowledge of specific facts giving rise to such
future or contingent tort claims.

         5. The Company is required to contribute to certain union-sponsored
employee benefit plans pursuant to its union contracts. No adjustment to the
Latest Balance Sheet, Closing Balance Sheet, Purchase Price, Price Adjustment
Components or Final Purchase Price shall be asserted based upon liability to or
for any such union-sponsored employee benefit plan, unless the Company has
knowledge of specific facts giving rise to such liability.


                                      -53-


                            INDEMNIFICATION SCHEDULE

         1. All Losses arising out of or relating to third party or governmental
claims with respect to the Company's ownership and operation of real property
prior to the date hereof, other than the real property contemplated under the
Lease Agreement (except as otherwise specifically provided herein).

         2. All Losses incurred but not paid by the Company during or with
respect to the period beginning on the date of the Latest Balance Sheet and
ending on the date hereof that are not otherwise reflected on the Closing
Balance Sheet arising out of or relating to an action, claim or lawsuit based on
breach of contract, breach of warranty (except for routine warranty work of the
type normally performed by the Company in the ordinary course of business),
tort, infringement, violation of law, claim or lawsuit.

         3. All Losses arising out of or relating to the claim(s) by Hanron
Group, Inc. d/b/a ABA American Business Acquisition for amounts owed to it by
the Company and/or Seller in connection with the proposed sale of the Company,
including without limitation for brokerage commissions payable by the Company.

         4. All Losses arising out of or relating to the use and operation of
the water supply well and water supply system at the property contemplated under
the Lease Agreement (the "WATER SUPPLY SYSTEM") prior to the Closing Date,
including without limitation (a) any fines or penalties resulting from the
failure of the Water Supply System to comply with any applicable local, state or
federal law, rule, order or regulation and (b) any liabilities resulting from
any Person's use of the Water Supply System and any health effects resulting
therefrom.


                                      -54-

EX-2.7

                                                                 EXHIBIT NO. 2.7

                                                                [EXECUTION COPY]










                            STOCK PURCHASE AGREEMENT

                                  by and among

                           UTILITY CONSULTANTS, INC.,

                                  IRVIN GUNTER,

                                 RONALD LIPHAM,

                                       and

                           LINC.NET ACQUISITION CORP.






                             Dated as of May 8, 2000














                                TABLE OF CONTENTS



                                                                                                               PAGE
ARTICLE I
                                                                                                      
         CERTAIN DEFINITIONS......................................................................................1
         1.1          Definitions.................................................................................1

ARTICLE  II

         PURCHASE AND SALE OF THE SHARES..........................................................................6
         2.1         Basic Transaction............................................................................6
         2.2         Closing Transactions.........................................................................6
         2.3         Purchase Price...............................................................................7
         2.4         Determination and Payment of Earnout Payment.................................................9

ARTICLE  III

         CONDITIONS TO CLOSING...................................................................................10
         3.1         Conditions to Buyer's Obligations...........................................................10
         3.2         Conditions to Sellers' Obligations..........................................................13

ARTICLE   IV

         COVENANTS PRIOR TO CLOSING..............................................................................14

ARTICLE  V

         REPRESENTATIONS AND WARRANTIES CONCERNING
         THE COMPANY AND SELLERS.................................................................................14
         5.1         Capacity, Organization, Corporate Power and Licenses........................................14
         5.2         Capital Stock and Related Matters; Title to Shares..........................................15
         5.3         Authorization; Noncontravention.............................................................15
         5.4         Subsidiaries................................................................................16
         5.5         Financial Statements........................................................................16
         5.6         Accounts Receivable.........................................................................16
         5.7         Inventory...................................................................................17
         5.8         Absence of Undisclosed Liabilities..........................................................17
         5.9         No Material Adverse Effect..................................................................17
         5.10        Absence of Certain Developments.............................................................17
         5.11        Assets......................................................................................19
         5.12        Contracts and Commitments...................................................................20
         5.13        Intellectual Property Rights................................................................22
         5.14        Litigation..................................................................................23


                                       -i-



                          TABLE OF CONTENTS (continued)



                                                                                                               PAGE
                                                                                                      
         5.15        Compliance with Laws........................................................................24
         5.16        Environmental and Safety Matters............................................................24
         5.17        Employees...................................................................................25
         5.18        Employee Benefit Plans......................................................................25
         5.19        Insurance...................................................................................26
         5.20        Tax Matters.................................................................................27
         5.21        Brokerage and Transaction Bonuses...........................................................28
         5.22        Bank Accounts...............................................................................28
         5.23        Names and Locations.........................................................................28
         5.24        Affiliate Transactions......................................................................29
         5.25        Service Warranties..........................................................................29
         5.26        Customers and Suppliers.....................................................................29
         5.27        Disclosure..................................................................................29

ARTICLE VI

         REPRESENTATIONS AND WARRANTIES OF BUYER.................................................................30
         6.1         Organization and Power......................................................................30
         6.2         Capitalization..............................................................................30
         6.3         Authorization...............................................................................30
         6.4         No Violation................................................................................30
         6.5         Governmental Authorities and Consents.......................................................30
         6.6         Litigation..................................................................................31
         6.7         Brokerage...................................................................................31

ARTICLE VII

         TERMINATION.............................................................................................31

ARTICLE  VIII

         ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING..........................................................31
         8.1         Survival of Representations and Warranties..................................................31
         8.2         Indemnification.............................................................................32
         8.3         Mutual Assistance...........................................................................35
         8.4         Non-Competition; Non-Solicitation...........................................................35
         8.5         Press Release and Announcements.............................................................37
         8.6         Expenses....................................................................................37
         8.7         Specific Performance........................................................................38
         8.8         Arbitration Procedure.......................................................................38

                                      -ii-



                          TABLE OF CONTENTS (continued)


                                                                                                               PAGE
                                                                                                      
         8.9         Further Assurances..........................................................................39
         8.10        Confidentiality.............................................................................39
         8.11        Tax Matters.................................................................................39
         8.12        Employment Agreements.......................................................................42

ARTICLE  IX

         MISCELLANEOUS...........................................................................................42
         9.1         Amendment and Waiver........................................................................42
         9.2         Notices.....................................................................................42
         9.3         Successors and Assigns......................................................................44
         9.4         Severability................................................................................44
         9.5         Interpretation..............................................................................44
         9.6         Captions....................................................................................45
         9.7         No Third-Party Beneficiaries................................................................45
         9.8         Complete Agreement..........................................................................45
         9.9         Counterparts................................................................................45
         9.10        Delivery by Facsimile.......................................................................45
         9.11        Governing Law...............................................................................45
         9.12        Schedules...................................................................................46


                                      -iii-



                             EXHIBITS AND SCHEDULES



EXHIBITS:
                        
Exhibit A         -        Escrow Agreement
Exhibit B-1       -        Employment Agreement
Exhibit B-2       -        Employment Agreement
Exhibit C         -        Executive Purchase Agreement
Exhibit D         -        Amended and Restated Stockholders Agreement
Exhibit E         -        Amended and Restated Registration Agreement
Exhibit F         -        Form of Opinion of Counsel for Sellers and the Company


SCHEDULES

Adjusted EBITDA Schedule
Permitted Liens Schedule
Officers and Directors Schedule
Schedule of Sellers
Restrictions Schedule
Subsidiary Schedule
Financial Statements Schedule
Accounts Receivable Schedule
Inventory Schedule
Liabilities Schedule
Contracts Schedule
Developments Schedule
Assets Schedule
Leased Real Property Schedule
Intellectual Property Schedule
Litigation Schedule
Compliance Schedule
Permits Schedule
Environmental Schedule
Employees Schedule
Employee Benefits Schedule
Insurance Schedule
Taxes Schedule
Brokerage Schedule
Transaction Bonuses Schedule
Bank Account Schedule
Names and Locations Schedule
Affiliated Transactions Schedule


                                      -iv-




Warranty Schedule
Customers and Suppliers Schedule
Buyer Brokerage Schedule
Indemnification Schedule








                                       -v-





                            STOCK PURCHASE AGREEMENT

                  THIS STOCK PURCHASE AGREEMENT (this "AGREEMENT") is made and
entered into as of May 8, 2000, by and among Utility Consultants, Inc., a
Georgia corporation (the "COMPANY"), and Irvin Gunter ("GUNTER") and Ronald
Lipham ("LIPHAM") (each a "SELLER" and collectively the "SELLERS"), and Linc.net
Acquisition Corp., a Delaware corporation ("BUYER").

                  WHEREAS, Sellers own all of the issued and outstanding capital
stock of the Company (the "SHARES"); and

                  WHEREAS, on the terms and subject to the conditions set forth
in this Agreement, Buyer desires to purchase from Sellers, and Sellers desire to
sell to Buyer, all of the Shares.

                  NOW, THEREFORE, in consideration of the mutual covenants,
agreements and understandings contained herein and intending to be legally
bound, the parties hereto hereby agree as follows:

                                    ARTICLE I

                               CERTAIN DEFINITIONS

         1.1 DEFINITIONS. For the purposes of this Agreement, the following
terms have the meanings set forth below:

                  "ADJUSTED EBITDA" means, for any period, the Company's net
income for such period, PLUS to the extent deducted in determining such net
income (A) federal and state income tax expense, (B) interest expense for
indebtedness for borrowed money, (C) depreciation expense, (D) amortization
expense and (E) expenses incurred, and adjustments made, in connection with the
items set forth on the ADJUSTED EBITDA SCHEDULE attached hereto, MINUS to the
extent added in determining such net income (Y) interest income and (Z)
extraordinary or nonrecurring items of income or gain. Adjusted EBITDA shall be
determined first, in accordance with GAAP and second, to the extent such methods
and practices are in accordance with GAAP, in a manner consistent with the
accounting methods and practices historically used by the Company.

                  "AFFILIATE" of any particular Person means any other Person
controlling, controlled by or under common control with such Person. For
purposes of this definition, "CONTROL" (including the terms "CONTROLLING,"
"CONTROLLED BY" and "UNDER COMMON CONTROL WITH") means the possession, direct or
indirect, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise, and such "control" will be presumed if any Person owns
10% or more of the voting capital stock or other ownership interests, directly
or indirectly, of any other Person.



                  "AFFILIATED GROUP" means an affiliated group as defined in
Section 1504 of the Code (or any analogous combined, consolidated or unitary
group defined under state, local or foreign income Tax law) of which the Company
or any of its Subsidiaries is or has been a member.

                  "APPLICABLE RATE" means the prime rate of interest reported
from time to time by the Wall Street Journal.

                  "BANK" means PNC Bank National Association or such other
financial institution as shall be selected by Buyer.

                  "CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.

                  "CODE" means the Internal Revenue Code of 1986, as amended,
and any reference to any particular Code section shall be interpreted to include
any revision of or successor to that section regardless of how numbered or
classified.

                  "COMPANY TRANSACTION" means any (a) reorganization,
liquidation, dissolution or recapitalization of the Company, (b) merger or
consolidation involving the Company, (c) purchase or sale of any assets or
capital stock (or any rights to acquire, or securities convertible into or
exchangeable for, any such capital stock) of the Company (other than the
purchase and sale of inventory and capital equipment in the ordinary course of
business consistent with past custom and practice) or (d) similar transaction or
business combination involving the Company or their business or assets.

                  "CONFIDENTIAL INFORMATION" means all information of a
confidential or proprietary nature (whether or not specifically labeled or
identified as "confidential"), in any form or medium, that relates to the
business, financial condition and results (whether historical or projected),
products, services or research or development of the Company or its Subsidiaries
or their respective suppliers, distributors, customers, independent contractors
or other business relations. Confidential Information includes, but is not
limited to, the following: (i) internal business information (including
information relating to strategic and staffing plans and practices, business,
finances, training, marketing, promotional and sales plans and practices, cost,
rate and pricing structures and accounting and business methods); (ii)
identities of, individual requirements of, specific contractual arrangements
with, and information about, the Company's or any of its Subsidiaries'
suppliers, distributors, customers, independent contractors or other business
relations and their confidential information; (iii) trade secrets, know-how,
compilations of data and analyses, techniques, systems, formulae, recipes,
research, records, reports, manuals, documentation, models, data and data bases
relating thereto; (iv) inventions, innovations, improvements, developments,
methods, designs, analyses, drawings, reports and all similar or related
information (whether or not patentable); and (v) other Intellectual Property
Rights. The term "Confidential Information" does not include information which
(i) is or becomes generally available to the public other than as a result of an
unauthorized disclosure by the Company, its Subsidiaries, any of the Sellers or
any of their respective representatives or agents, or (ii) is required to be
disclosed by law, court order or other

                                      -2-



governmental authority, or (iii) is independently developed or acquired after
the Closing from a source not under a confidentiality obligation to the Company
or its Subsidiaries.

                  "ENCUMBRANCE" means any lien, charge, security interest,
claim, pledge, Tax, option, warrant, right, contract, call, commitment, equity,
demand, proxy, voting agreement, restriction on

transfer (other than restrictions on transfer under the Securities Act and
applicable state securities laws) or other encumbrance.

                  "ENVIRONMENTAL AND SAFETY REQUIREMENTS" means all federal,
state, local and foreign statutes, regulations, ordinances and other provisions
having the force or effect of law, all judicial and administrative orders and
determinations, all contractual obligations and all common law, in each case
concerning public health and safety, worker health and safety and pollution or
protection of the environment (including all those relating to the presence,
use, production, generation, handling, transport, treatment, storage, disposal,
distribution, labeling, testing, processing, discharge, release, threatened
release, control or cleanup of any hazardous or otherwise regulated materials,
substances or wastes, chemical substances or mixtures, pesticides, pollutants,
contaminants, toxic chemicals, petroleum products or byproducts, asbestos,
polychlorinated biphenyls, noise, radiation or radon), each as amended.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

                  "EXECUTIVES" means Gunter and Lipham.

                  "EXECUTIVE SECURITIES" means the shares of Linc.net's Series A
Preferred Stock and Common Stock issued to Sellers pursuant to the respective
Executive Purchase Agreements between Seller and Buyer.

                  "GAAP" means United States generally accepted accounting
principles, as in effect from time to time, as consistently applied by the
Company from period to period.

                  "GUARANTY" means any agreement, undertaking or arrangement by
which any Person guarantees, endorses or otherwise becomes or is contingently
liable upon the debt, obligation or other liability of any other Person (other
than by endorsements of instruments in the ordinary course of collection), or
guaranties of the payment of dividends or other distributions upon the shares of
any other Person.

                  "HSR ACT" means Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended.

                  "INDEBTEDNESS" means, with respect to any Person at any date,
without duplication: (i) all obligations of such Person for borrowed money or in
respect of loans or advances, (ii) all obligations of such Person evidenced by
bonds, debentures, notes or other similar instruments or debt securities, (iii)
all obligations in respect of letters of credit and bankers' acceptances issued
for the account of such Person, (iv) all obligations arising from cash/book
overdrafts, (v) all obligations

                                      -3-


arising from deferred compensation arrangements, (vi) all obligations of such
Person secured by a Lien, (vii) all Guaranties of such Person in connection with
any of the foregoing, (viii) all capital lease obligations, (ix) all deferred
rent, (x) all indebtedness for the deferred purchase price of property or
services with respect to which a Person is liable, contingently or otherwise, as
obligor or otherwise (other than trade payables incurred in the ordinary course
of business which are not past due), (xi) all other liabilities classified as
non-current liabilities in accordance with GAAP as of the Closing Date and (xii)
all accrued interest, prepayment premiums or penalties related to any of the
foregoing.

                  "INTELLECTUAL PROPERTY RIGHTS" means all (i) patents, patent
applications, patent disclosures and inventions, (ii) Internet domain names,
trademarks, service marks, trade dress, trade names, logos and corporate names
and registrations and applications for registration thereof together with all of
the goodwill associated therewith, (iii) copyrights (registered or unregistered)
and copyrightable works and registrations and applications for registration
thereof, (iv) mask works and registrations and applications for registration
thereof, (v) computer software, data, data bases and documentation thereof, (vi)
trade secrets and other confidential information (including ideas, formulas,
recipes, compositions, inventions (whether patentable or unpatentable and
whether or not reduced to practice), know-how, manufacturing and production
processes and techniques, research and development information, drawings,
specifications, designs, plans, proposals, technical data, copyrightable works,
financial and marketing plans and customer and supplier lists and information),
(vii) other intellectual property rights and (viii) copies and tangible
embodiments thereof (in whatever form or medium).

                  "INVESTMENT" as applied to any Person means (i) any direct or
indirect purchase or other acquisition by such Person of any notes, obligations,
instruments, stock, securities or ownership interest (including limited
liability company interests, partnership interests and joint venture interests)
of any other Person and (ii) any capital contribution by such Person to any
other Person.

                  "LIEN" means any mortgage, pledge, hypothecation, lien
(statutory or otherwise), preference, priority, security interest, security
agreement, easement, covenant, restriction or other encumbrance of any kind or
nature whatsoever (including any conditional sale or other title retention
agreement and any lease having substantially the same effect as any of the
foregoing and any assignment or deposit arrangement in the nature of a security
device).

                  "LINC.NET" means Linc.net, Inc., a Delaware corporation.

                  "MATERIAL ADVERSE EFFECT" means a material and adverse effect
or development upon the business, financial condition, operating results, or
customer or supplier relations of the Company.

                  "NET CURRENT ASSETS" means as of any date of determination,
the excess of the Company's total current assets (excluding the Sprint Las Vegas
Receivables) as of such date over the Company's total current liabilities
(excluding Indebtedness) as of such date determined in accordance with GAAP. In
determining total current assets and total current liabilities hereunder,

                                      -4-


(i) all accounting entries shall be taken into account regardless of their
amount and all errors and omissions corrected, (ii) all proper adjustments shall
be made, and (iii) appropriate reserves for all liabilities and obligations for
which reserves are appropriate in accordance with GAAP shall be included.

                  "NET WORTH" means, as of any date of determination, the excess
of the Company's total assets (excluding the Sprint Las Vegas Receivables) as of
such date over the Company's total liabilities (excluding Indebtedness) as of
such date, determined in accordance with GAAP. In determining total assets and
total liabilities hereunder, (i) all accounting entries shall be taken into
account regardless of their amount and all errors and omissions shall be
corrected, (ii) all proper adjustments shall be made, and (iii) appropriate
reserves for all liabilities and obligations for which reserves are appropriate
in accordance with GAAP shall be included.

                  "PERMITTED LIENS" means (i) Liens that are set forth on the
PERMITTED LIENS SCHEDULE attached hereto, (ii) Liens for Taxes not delinquent or
the validity of which are being contested in good faith by appropriate
proceedings and as to which adequate reserves have been established on the
Company's financial statements in accordance with GAAP, (iii) statutory
landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens
arising or incurred in the ordinary course of business and (iv) Liens arising
from zoning ordinances.

                  "PERSON" means any individual, sole proprietorship,
partnership, joint venture, trust, unincorporated association, corporation,
limited liability company, entity or governmental entity (whether federal,
state, county, city or otherwise and including any instrumentality, division,
agency or department thereof).

                  "SECURITIES ACT" means the Securities Act of 1933, as amended,
or any similar federal law then in force.

                  "SELLERS' KNOWLEDGE" and any words or phrases of similar
meaning shall mean the actual knowledge of any of the Sellers, after reasonable
investigation, or of the actual knowledge of the Company's Vice Presidents,
Controller and Northeast and Western Regional Managers.

                  "SPRINT LAS VEGAS RECEIVABLES" means the amounts payable by
Sprint to the Company in connection with certain work performed by the Company
for Sprint in Las Vegas, which amounts are more than 120 days past due and
aggregate $690,238. At the Closing, the Sprint Las Vegas Receivables shall be
transferred and assigned by the Company to Sellers.

                  "SUBSIDIARY" means, with respect to any Person, any
corporation, partnership, limited liability company, association or other
business entity of which (i) if a corporation, a majority of the total voting
power of shares of stock entitled (irrespective of whether, at the time, stock
of any other class or classes of such corporation shall have or might have
voting power by reason of the happening of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a partnership,
limited liability

                                      -5-



company, association or other business entity, either (A) a majority of the
partnership or other similar ownership interest thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more Subsidiaries
of that Person or a combination thereof, or (B) such Person is a general
partner, managing member or managing director of such partnership, limited
liability company, association or other entity.

                  "TAX" means any (i) federal, state, local or foreign
income, gross receipts, franchise, estimated, alternative minimum, add-on
minimum, sales, use, transfer, registration, value added, excise, natural
resources, severance, stamp, occupation, premium, windfall profit,
environmental, customs, duties, real property, personal property, capital
stock, social security, unemployment, disability, payroll, license, employee
or other withholding, or other tax, of any kind whatsoever, including any
interest, penalties or additions to tax or additional amounts in respect of
the foregoing; (ii) liability of the Company or any of its Subsidiaries for
the payment of any amounts of the type described in clause (i) above arising
as a result of being (or ceasing to be) a member of any Affiliated Group (or
being included (or required to be included) in any Tax Return relating
thereto); and (iii) liability of the Company or any of its Subsidiaries for
the payment of any amounts of the type described in clause (i) above as a
result of any express or implied obligation to indemnify or otherwise assume
or succeed to the liability of any other Person.

                  "TAX RETURNS" means returns, declarations, reports, claims for
refund, information returns or other documents (including any related or
supporting schedules, statements or information) filed or required to be filed
in connection with the determination, assessment or collection of any Taxes of
any party or the administration of any laws, regulations or administrative
requirements relating to any Taxes.

                  "TREASURY REGULATIONS" means the United States Treasury
Regulations promulgated under the Code, and any reference to any particular
Treasury Regulation section shall be interpreted to include any final or
temporary revision of or successor to that section regardless of how numbered or
classified.


                                   ARTICLE II

                         PURCHASE AND SALE OF THE SHARES

         2.1      BASIC TRANSACTION. On the terms and subject to the conditions
set forth in this Agreement, at the Closing, Buyer shall purchase from Sellers,
and Sellers shall sell, convey, assign, transfer and deliver to Buyer, all of
the Shares, free and clear of all Encumbrances.

         2.2      CLOSING TRANSACTIONS.

                  (a) CLOSING. The closing of the transactions contemplated by
this Agreement (the "CLOSING") shall take place at the offices of Kirkland &
Ellis in Chicago, Illinois, at 9:00 a.m. local time May 8, 2000, or at such
other time or place as is mutually agreeable to the parties, or, if any

                                      -6-


of the conditions to Closing set forth in ARTICLE III have not been satisfied at
or waived by the party entitled to the benefit thereof on or prior to such date,
on the second business day following satisfaction or waiver of such conditions
(the "CLOSING DATE"). The Closing shall be deemed effective as of the opening of
business on the Closing Date.

                  (b)      DELIVERIES.  At the Closing:

                           (i)      Buyer shall pay to each of the Sellers an
amount equal to the (i) percentage set forth opposite such Seller's name on the
SCHEDULE OF SELLERS attached hereto multiplied by (ii) Purchase Price, as
estimated in good faith by Buyer and Sellers as of the end of the business day
immediately preceding the Closing Date (including an estimate of the components
of the Purchase Price) (the "ESTIMATED PURCHASE PRICE"), by wire transfer of
immediately available funds to the account designated by each Seller;

                           (ii)     Sellers shall deliver to Buyer the
certificates representing the Shares, duly endorsed in blank or accompanied by
duly executed stock powers, with appropriate transfer stamps (if any) affixed
thereto;

                           (iii)    the Company, Sellers and Buyer, as
applicable, shall deliver the opinions, certificates and other documents and
instruments required to be delivered by or on behalf of such party under Article
III below;

                           (iv)     Sellers shall deliver to Buyer all corporate
books and records and other property of the Company in their possession; and

                           (v)      the Sprint Las Vegas Receivables shall be
transferred and assigned to the Sellers.

         2.3      PURCHASE PRICE.

                  (a) The aggregate purchase price to be paid for the Shares
(the "PURCHASE PRICE") shall be an amount equal to $15,924,423 MINUS (i) an
amount equal to the aggregate amount of all Indebtedness of the Company and its
Subsidiaries existing as of the Closing (the "CLOSING INDEBTEDNESS"), and MINUS
(ii) an amount equal to the aggregate amount of all foreign, federal, state and
local income (or state franchise Tax if such state does assess an income Tax)
Taxes of or payable by the Company and its Subsidiaries with respect to any
taxable year or taxable period or portion thereof ended on or prior to the
Closing Date (the "CLOSING TAX LIABILITY") and MINUS (iii) an amount equal to
the greater of (x) the amount (if any) by which the Net Current Assets of the
Company as of the Closing Date as shown on the Closing Balance Sheet (as defined
in Section 2.3(c) below and as prepared in accordance with the provisions
thereof) (the "CLOSING NET CURRENT ASSETS") is less than $5,850,000, and (y) an
amount equal to the amount (if any) by which the Net Worth of the Company as of
the Closing Date as shown on the Closing Balance Sheet (as defined in Section
2.3(c) below and as prepared in accordance with the provisions thereof) (the
"CLOSING NET WORTH") is less than

                                      -7-



$6,950,000. In addition, the Sellers will be entitled to the Earnout Payment (if
any) pursuant to Section 2.4 below as an addition to the Purchase Price.

                  (b) At the Closing, Buyer shall pay to Sellers in the manner
described in clause (i) of Section 2.2(b) above an amount equal to the Purchase
Price, as estimated in good faith by Buyer and Sellers as of the end of the day
immediately preceding the Closing Date (including an estimate of the components
of the Purchase Price), not less than two days prior to the Closing (the
"ESTIMATED PURCHASE PRICE").

                  (c) Within 90 days following the Closing Date, Buyer shall
deliver to the Sellers a balance sheet of the Company (in its final and binding
form, the "CLOSING BALANCE SHEET"), setting forth the Closing Indebtedness, the
Closing Tax Liability, the Closing Net Worth, the Closing Net Current Assets and
the resulting Purchase Price calculated with reference to such amounts. The
Closing Balance Sheet shall include all known adjustments required in a year-end
closing of the books and shall be prepared first, in accordance with GAAP and
second, to the extent such methods and practices are in accordance with GAAP, in
a manner consistent with the accounting methods and practices historically used
by the Company. Sellers shall cooperate as reasonably requested in connection
with the preparation of the Closing Balance Sheet. During the 30-day period
immediately following the Sellers' receipt of the Closing Balance Sheet, Sellers
shall be permitted to review the Company's books and records and the Company's
working papers related to the preparation of the Closing Balance Sheet and
determination of the Purchase Price. The Closing Balance Sheet shall become
final and binding upon the parties 30 days following the Sellers' receipt
thereof, unless Sellers gives written notice of its disagreement (a "NOTICE OF
DISAGREEMENT") to Buyer prior to such date. Any Notice of Disagreement shall
specify in reasonable detail the nature and dollar amount of any disagreement so
asserted. If a timely Notice of Disagreement is received by Buyer, then the
Closing Balance Sheet (as revised in accordance with clause (x) or (y) below)
shall become final and binding upon the parties on the earliest of (x) the date
the parties resolve in writing any differences they have with respect to the
matters specified in the Notice of Disagreement or (y) the date all matters in
dispute are finally resolved in writing by the Accounting Firm (defined below).
During the 20 days following delivery of a Notice of Disagreement, the Parties
shall seek in good faith to resolve in writing any differences which they have
with respect to the matters specified in the Notice of Disagreement. Following
delivery of a Notice of Disagreement, Buyer and its agents and representatives
shall be permitted to review Sellers' and their representatives' working papers
relating to the Notice of Disagreement. At the end of the 20-day period referred
to above, the parties shall submit to a mutually satisfactory independent
"big-five" accounting firm other than Ernst & Young LLP and BDO Seidman, LLP for
review and resolution of all matters (but only such matters) that remain in
dispute and that were properly included in the Notice of Disagreement. If the
parties are unable to mutually agree upon an accounting firm, Buyer and Sellers
shall select by lot a "big-five" accounting firm other than Ernst & Young LLP
and BDO Seidman, LLP. The parties shall instruct the accounting firm ultimately
agreed upon or selected by lot under this Section 2.3(c) (the "ACCOUNTING FIRM")
to make a final determination of the Closing Indebtedness, the Closing Tax
Liability, the Closing Net Worth, the Closing Net Current Assets and the
resulting Purchase Price calculated with reference to such amounts to the extent
such amounts are in dispute, in accordance with the guidelines and procedures
set forth in this Agreement. The Parties will cooperate with the Accounting Firm
during the term of its

                                      -8-



engagement. The Parties shall instruct the Accounting Firm to not assign a value
to any item in dispute greater than the greatest value for such item assigned by
Buyer, on the one hand, or Sellers, on the other hand, or less than the smallest
value for such item assigned by Buyer, on the one hand, or Sellers, on the other
hand. The Parties shall also instruct the Accounting Firm to make its
determination based solely on presentations by Buyer and Sellers which are in
accordance with the guidelines and procedures set forth in this Agreement (i.e.
not on the basis of an independent review). The Closing Balance Sheet and the
determination of the Closing Indebtedness, the Closing Tax Liability, the
Closing Net Worth, the Closing Net Current Assets and the resulting Purchase
Price calculated with reference thereto shall become final and binding on the
Parties on the date the Accounting Firm delivers its final resolution in writing
to the parties (which final resolution shall be requested by the Parties to be
delivered not more than 45 days following submission of such disputed matters).
The fees and expenses of the Accounting Firm shall be shared equally by Buyer,
on the one hand, and Sellers, on the other hand.

                  (d) Promptly after the Closing Balance Sheet and the
determination of the Closing Indebtedness, the Closing Tax Liability, the
Closing Net Worth, the Closing Net Current Assets and the resulting Purchase
Price calculated with reference to such amounts become final and binding on the
parties under Section 2.3(c) above, the Estimated Purchase Price shall be
recalculated by giving effect to the final and binding Closing Indebtedness,
Closing Tax Liability, Closing Net Worth, and Closing Net Current Assets (as
recalculated, the "FINAL PURCHASE PRICE"). If the Estimated Purchase Price is
greater than the Final Purchase Price, Sellers shall, and if the Final Purchase
Price is greater than the Estimated Purchase Price, Buyer shall, within three
business days after the Closing Balance Sheet becomes final and binding on the
parties, make payment by wire transfer to Buyer or Sellers, as the case may be,
in immediately available funds of the amount of such difference, together with
interest thereon at a rate per annum equal to the Applicable Rate, calculated on
the basis of the actual number of days elapsed over 360, from the Closing Date
to the date of payment.

         2.4      DETERMINATION AND PAYMENT OF EARNOUT PAYMENT.

                  (a) AMOUNT OF EARNOUT PAYMENT. Buyer may be required to pay an
additional amount to the Sellers based on the Company's performance during the
twelve-month period ending September 30, 2000 (the "EARNOUT PERIOD"). The amount
(if any) paid with respect to the Earnout Period (the "EARNOUT PAYMENT") shall
be determined in accordance with this Section 2.4.

                  (b) PAYMENT OF EARNOUT PAYMENT. Any Earnout Payment payable
hereunder shall be made by wire transfer of immediately payable funds to the
Sellers by Buyer. The Earnout Payment shall be paid following the determination
of Adjusted EBITDA for the Earnout Period pursuant to Sections 2.4(c) and 2.4(d)
below; PROVIDED that unless the Sellers have filed a Notice of Disagreement
which has not been finally determined by the Accounting Firm, the Earnout
Payment shall be paid on or prior to January 1, 2001. Notwithstanding the
foregoing, any amounts payable by Buyer pursuant to this Section 2.4 may be
reduced by any amounts owing to any of the Buyer Parties pursuant to Section 8.2
below.

                                      -9-


                  (c) DETERMINATION OF EARNOUT PAYMENT. If the Company's
Adjusted EBITDA is greater than $2,135,500 (the "ADJUSTED EBITDA THRESHOLD")
during the Earnout Period, then the Earnout Payment shall be equal to (i) the
amount of Adjusted EBITDA in excess of the Adjusted EBITDA Threshold DIVIDED by
(ii) $1,281,500 and MULTIPLIED by (iii) $2,375,577.

                  (d) DETERMINATION OF ADJUSTED EBITDA. Within 60 days after the
last day of the Earnout Period, the Buyer will prepare and deliver to the
Sellers a statement (the "ADJUSTED EBITDA STATEMENT") that sets forth Adjusted
EBITDA for the Earnout Period. The Sellers shall cooperate as reasonably
requested by Buyer in connection with the preparation of the foregoing. The
Sellers may dispute the calculation of Adjusted EBITDA set forth on an Adjusted
EBITDA Statement by delivering a Notice of Disagreement to Buyers within 10 days
following delivery of the Adjusted EBITDA Statement. Any Notice of Disagreement
delivered pursuant to this Section 2.4(d) shall specify in reasonable detail the
nature and dollar amount of any disagreement so asserted and shall be delivered
only if (and to the extent that) the Sellers reasonably and in good faith
determine that the Adjusted EBITDA set forth on the Adjusted EBITDA Statement
has not been determined in accordance with the guidelines and procedures set
forth in this Agreement. During the 10 days following delivery of a Notice of
Disagreement, the parties shall seek in good faith to resolve in writing any
differences which they may have with respect to the matters specified in the
Notice of Disagreement. At the end of the 10 day period referred to above, the
parties shall submit to a mutually agreeable accounting firm for review and
resolution of all matters (but only such matters) which were properly included
in the Notice of Disagreement; PROVIDED that if the parties are unable to
mutually agree on an accounting firm, the Sellers and Buyer shall select a
"big-five" accounting firm by lot (after excluding Ernst & Young, LLP and BDO
Seidman, LLP) (the "ACCOUNTING FIRM") and the Accounting Firm shall make a final
determination of Adjusted EBITDA in accordance with the guidelines and
procedures set forth in this Agreement. The parties will cooperate with the
Accounting Firm during the term of its engagement. In resolving any matters in
dispute, the Accounting Firm may not assign a value to any item in dispute
greater than the greatest value for such item assigned by Buyer, on the one
hand, or the Sellers on the other hand, or less than the smallest value for such
item assigned by Buyer, on the one hand, or the Sellers, on the other hand. The
Accounting Firm's determination will be based solely on presentations by Buyer
and Sellers or their respective representatives which are in accordance with the
guidelines and procedures set forth in this Agreement (I.E., not on the basis of
an independent review). The determination of Adjusted EBITDA shall become final
and binding on the parties on the date the Accounting Firm delivers its final
resolution in writing to the parties (which final resolution shall be delivered
not more than 30 days following submission of such disputed matters). The fees
and expenses of the Accounting Firm shall be shared equally by the Sellers, on
the one hand, and the Company, on the other hand.

                  (e) EARNOUT PAYMENTS ARE NOT SECURITIES. The rights of a
Seller to receive a portion of any Earnout Payment (i) will not be represented
by any form of certificate or instrument; (ii) do not give the Sellers any
dividend rights, voting rights, liquidation rights, preemptive rights or other
rights common to holders of the Company's capital stock; (iii) are not
redeemable; and (iv) may not be sold, assigned, pledged, gifted, conveyed,
transferred or otherwise disposed of (a "TRANSFER"), except by will or pursuant
to the laws of descent and distribution (and any Transfer in violation of this
Section 2.4(e)

                                      -10-


shall be null and void). The right to receive a portion of the
Earnout Payment is solely a contractual right, and is not a security for
purposes of any federal or state securities laws.


                                   ARTICLE III

                              CONDITIONS TO CLOSING

         3.1      CONDITIONS TO BUYER'S OBLIGATIONS.  The obligation of Buyer
to consummate the transactions contemplated by this Agreement is subject to the
satisfaction of the following conditions on or prior to the Closing Date:

                  (a) The representations and warranties in Article V hereof
that are subject to materiality qualifications shall be true and correct in all
respects at and as of the Closing and the representations and warranties
contained in Article V hereof that are not subject to materiality
qualifications shall be true and correct in all material respects at and as of
the Closing, in each case as though then made and as though the Closing Date was
substituted for the date of this Agreement throughout such representations and
warranties, and each of the Sellers and the Company shall have performed in all
material respects all of the covenants and agreements required to be performed
by Sellers and the Company hereunder prior to the Closing;

                  (b) Sellers and the Company shall have received or obtained
all third-party consents and approvals that are necessary (i) for the
consummation of the transactions contemplated hereby or (ii) to prevent a breach
of or default under, or a termination, modification or acceleration of, any
instrument, contract, lease, license or other agreement identified with an
asterisk on the attached RESTRICTIONS SCHEDULE (collectively, the "THIRD-PARTY
APPROVALS"), in each case on terms reasonably satisfactory to Buyer;

                  (c) Buyer and the Company shall have received or obtained all
governmental and regulatory consents, approvals, licenses and authorizations
that are necessary (i) for the consummation of the transactions contemplated
hereby or (ii) for Buyer to own the Shares and to operate the businesses of and
control the Company and its Subsidiaries following the Closing (including any
required approvals from the State of Georgia), in each case on terms and
conditions reasonably satisfactory to Buyer, and all applicable waiting periods
under the HSR Act shall have expired or been terminated (collectively, the
"GOVERNMENTAL APPROVALS");

                  (d) No suit, action or other proceeding shall be pending or
threatened before any court or governmental or regulatory official, body or
authority or any arbitrator wherein an unfavorable injunction, judgment, order,
decree, ruling or charge would (i) prevent the performance of this Agreement or
the consummation of any of the transactions contemplated hereby or declare
unlawful any of the transactions contemplated hereby, (ii) cause any of the
transactions contemplated by this Agreement to be rescinded following
consummation, (iii) affect adversely the right of Buyer to own the Shares or
operate the businesses of or control the Company and its Subsidiaries or (iv)
affect adversely the right of the Company and its Subsidiaries to own their
respective assets or control their

                                      -11-


respective businesses, and no such injunction, judgment, order, decree or ruling
shall have been entered or be in effect;

                  (e) Since September 30, 1999, there shall have been no
material adverse change or development in the business, financial condition,
value, operating results, assets, operations, business prospects, cash flow, net
worth or customer, supplier or employee relations of the Company and its
Subsidiaries taken as a whole;

                  (f) Buyer shall have obtained all of the financing it needs in
order to consummate the transactions contemplated hereby and fund the working
capital requirements of the Company and its Subsidiaries following the Closing
(in each case on terms and conditions satisfactory to Buyer in its discretion);

                  (g) The Company shall have obtained and delivered to Buyer a
letter of consent, estoppel certificate and landlord lien waiver agreement from
each lessor of the Leased Realty in form and substance reasonably satisfactory
to Buyer and Buyer's lender and their special counsel and such other related
items as Buyer and Buyer's lender may reasonably request;

                  (h) Sellers shall have entered into an agreement for
employment with the Company, in form substantially the same as that attached
hereto as EXHIBIT B-1 and Joseph A. Wallace, Steven D. Vickers, Otis E. Willett
and Dana Morton shall have entered into an agreement for employment with the
Company, in form substantially the same as that attached hereto as EXHIBIT B-2
(collectively, the "EMPLOYMENT AGREEMENTS"), and such agreements shall be in
full force and effect at the Closing;

                  (i) Sellers shall have entered into an Executive Stock
Purchase Agreement with Linc.net in form substantially the same as that attached
hereto as EXHIBIT C (the "EXECUTIVE PURCHASE AGREEMENT"), and such agreement
shall be in full force and effect at the Closing;

                  (j) Sellers shall have entered into the Amended and Restated
Stockholders Agreement, dated as of December 21, 1999, among Linc.net and the
stockholders of Linc.net attached hereto as EXHIBIT D (the "STOCKHOLDERS
AGREEMENT"), and such agreement shall be in full force and effect at the
Closing;

                  (k) Sellers shall have entered into the Amended and Restated
Registration Agreement, dated as of December 21, 1999, among Linc.net and the
stockholders of Linc.net attached hereto as EXHIBIT E (the "REGISTRATION
AGREEMENT"), and such agreement shall be in full force and effect at the
Closing;

                  (l) Buyer shall have received from Altman, Kritzer & Levick
P.C., counsel for Sellers and the Company, an opinion with respect to the
matters set forth in EXHIBIT F attached hereto, which shall be addressed to
Buyer and Buyer's lenders, dated as of the Closing Date, and in form and
substance reasonably satisfactory to Buyer and Buyer's lenders;

                                      -12-



                  (m) The Company shall have obtained releases of all Liens
(other than any Permitted Liens) relating to the assets and properties of the
Company and the Company shall have obtained and delivered to Buyer and Buyer's
lenders payoff letters with respect to all Indebtedness for borrowed money
outstanding as of the Closing (in each case on terms and conditions satisfactory
to Buyer);

                  (n) The Stock Purchase Agreement, dated December 23, 1996, by
and among the Company, Irvin Gunter, Ronald Lipham and Kenneth R. Taylor, as
trustee shall have been terminated in its entirety;

                  (o) The Company shall have assigned the Sprint Las Vegas
Receivables to the Sellers; and

                  (p) At the Closing, Sellers shall have delivered to Buyer (i)
a certificate signed by the Company, dated the date of the Closing, stating that
the conditions specified in subsections (a) through (o) above (other than
subsections (f), (g) and (l) above) have been satisfied as of the Closing; (ii)
a certificate from Sellers and the Company indicating their good faith estimates
of (A) the Closing Indebtedness, (B) the Closing Tax Liability, (C) the Closing
Net Worth, (D) the Closing Net Current Assets and the resulting Purchase Price;
(iii) copies of all Third-Party Approvals and Governmental Approvals; (iv)
certified copies of the resolutions of the Company's board of directors
authorizing the execution, delivery and performance of this Agreement and the
other agreements contemplated hereby and the consummation of the transactions
contemplated hereby and thereby; (v) the resignations, effective as of the
Closing, of each director of the Company; (vi) good standing certificates for
each of the Company and its Subsidiaries from their respective jurisdictions of
incorporation and each jurisdiction in which the Company and its Subsidiaries is
qualified to do business as a foreign corporation, in each case dated as of a
recent date prior to the Closing Date; and (vii) such other documents or
instruments as are required to be delivered by Sellers or the Company at the
Closing pursuant to the terms hereof or that Buyer reasonably requests prior to
the Closing Date to effect the transactions contemplated hereby.

                  All proceedings to be taken by Sellers and the Company in
connection with the consummation of the transactions contemplated hereby and all
certificates, opinions, instruments and other documents required to effect the
transactions contemplated hereby reasonably requested by Buyer shall be
reasonably satisfactory in form and substance to Buyer and its special counsel.
Any condition specified in this Section 3.1 may be waived by Buyer if such
waiver is set forth in a writing duly executed by Buyer.

         3.2 CONDITIONS TO SELLERS' OBLIGATIONS. The obligation of Sellers to
consummate the transactions contemplated by this Agreement is subject to the
satisfaction of the following conditions at or prior to the Closing:

                  (a) The representations and warranties made in Article VI
hereof shall be true and correct in all material respects at and as of the
Closing Date as though then made and as though the Closing Date was substituted
for the date of this Agreement throughout such representations and warranties,
and Buyer shall have performed in all material respects all the covenants and
agreements

                                      -13-


required to be performed by Buyer hereunder prior to the Closing;

                  (b) All applicable waiting periods under the HSR Act shall
have expired or been otherwise terminated and the Buyer or the Company shall
have received or obtained all governmental and regulatory consents, approvals,
licenses and authorizations that are necessary for the consummation of the
transactions contemplated hereby;

                  (c) No suit, action or other proceeding shall be pending or
threatened before any court or governmental or regulatory official, body or
authority or any arbitrator wherein an unfavorable injunction, judgment, order,
decree, ruling or charge would (i) prevent the performance of this Agreement or
the consummation of the transactions contemplated by this Agreement or declare
unlawful any of the transactions contemplated hereby or (ii) cause the
transactions contemplated by this Agreement to be rescinded following
consummation, and no such injunction, judgment, order, decree or ruling shall be
in effect;

                  (d) Linc.net shall have executed and delivered the
Stockholders Agreement, and the Stockholders Agreement shall be in full force
and effect as of the Closing;

                  (e) Linc.net shall have executed and delivered the
Registration Agreement, and the Registration Agreement shall be in full force
and effect as of the Closing;

                  (f) Linc.net shall have executed and delivered each of the
Executive Purchase Agreements, and each of the Executive Purchase Agreements
shall be in full force and effect as of the Closing;

                  (g) At the Closing, Buyer shall have delivered to Sellers (i)
a certificate signed by Buyer, dated the date of the Closing, stating that the
conditions specified in subsection (a) above have been satisfied, (ii) certified
copies of the resolutions of Buyer's board of directors authorizing the
execution, delivery and performance of this Agreement and the other agreements
contemplated hereby and the consummation of the transactions contemplated hereby
and thereby and (iii) such other documents or instruments as are required to be
delivered by Buyer at the Closing pursuant to the terms hereof or that Sellers
reasonably request prior to the Closing Date to effect the transactions
contemplated hereby.

                  (h) All proceedings to be taken by Buyer in connection with
the consummation of the transactions contemplated hereby and all documents
required to be delivered by Buyer to effect the transactions contemplated hereby
reasonably requested by Sellers shall be reasonably satisfactory in form and
substance to Sellers. Any condition specified in this Section 3.2 may be waived
if such waiver is set forth in a writing duly executed by Sellers.

                                      -14-


                                   ARTICLE IV

                           COVENANTS PRIOR TO CLOSING

                             [Intentionally Omitted]


                                    ARTICLE V

                    REPRESENTATIONS AND WARRANTIES CONCERNING
                             THE COMPANY AND SELLERS

         As a material inducement to Buyer to enter into this Agreement and
consummate the transactions contemplated hereby, Sellers and the Company hereby
jointly and severally represent and warrant to Buyer that:

         5.1 CAPACITY, ORGANIZATION, CORPORATE POWER AND LICENSES. Sellers have
full power, authority and legal capacity to enter into this Agreement and the
other documents contemplated hereby to which Sellers are a party and to perform
their obligations hereunder and thereunder. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Georgia and is qualified to do business in every jurisdiction in which its
ownership of property or conduct of business requires it to qualify, except
where a failure to so qualify would not have a Material Adverse Effect. The
Company possesses all requisite corporate power and authority and all material
licenses, permits and authorizations necessary to own and operate its
properties, to carry on its businesses as now conducted and presently proposed
to be conducted and to carry out the transactions contemplated by this
Agreement. The copies of the Company's articles of incorporation and by-laws
which have been furnished to Buyer's special counsel reflect all amendments made
thereto at any time prior to the date of this Agreement and are correct and
complete. The minute books (containing the records of meetings of the
shareholders and the board directors), the stock certificate books and the stock
record books of the Company are correct and complete in all material respects.
The Company is not in default under or in violation of any provision of its
articles of incorporation or by-laws. The attached OFFICERS AND DIRECTORS
SCHEDULE sets forth a list all of the officers and directors of the Company.

         5.2 CAPITAL STOCK AND RELATED MATTERS; TITLE TO SHARES. The entire
authorized capital stock of the Company consists of 50,000 shares of common
stock, $0.20 par value per share, of which 32,500 shares are issued and
outstanding. Except as set forth on the CAPITALIZATION SCHEDULE, Sellers are the
record owners of, and have good and marketable title to, all of the outstanding
shares of common stock of the Company free and clear of all Encumbrances. Each
Seller owns the number of Shares set forth opposite his name on the SCHEDULE OF
SELLERS attached hereto. At the Closing, Sellers shall sell to Buyer good and
marketable title to the Shares, free and clear of all Encumbrances. The Company
does not have outstanding any stock or securities convertible or exchangeable
for any shares of its capital stock or containing any profit participation
features, nor any rights or options to subscribe for or to purchase its capital
stock or any stock or securities convertible into or exchangeable for its

                                      -15-


capital stock or any stock appreciation rights or phantom stock plan. The
Company is not subject to any option or obligation (contingent or otherwise) to
repurchase or otherwise acquire or retire any shares of its capital stock or any
warrants, options or other rights to acquire its capital stock. The Company has
not violated any federal or state securities laws in connection with the offer,
sale or issuance of its capital stock. All of the outstanding shares of the
Company's capital stock have been validly issued and are fully paid and
nonassessable. There are no agreements between the Company's shareholders with
respect to the voting or transfer of the Company's capital stock or with respect
to any other aspect of the Company's affairs.

         5.3 AUTHORIZATION; NONCONTRAVENTION. The execution, delivery and
performance of this Agreement and all of the other agreements and instruments
contemplated hereby to which the Company is a party have been duly authorized by
the Company, and no other corporate act or other proceeding on the part of the
Company or its board of directors is necessary to authorize the execution,
delivery or performance of this Agreement or the other agreements contemplated
hereby and the consummation of the transactions contemplated hereby or thereby.
This Agreement has been duly executed and delivered by each of Company and
Sellers and constitutes a valid and binding obligation of each of the Company
and Sellers, enforceable in accordance with its terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws attaching creditors rights generally and by
general principles of equity, and each of the other agreements and instruments
contemplated hereby to which the Company or any Seller is a party, when executed
and delivered by the Company or Sellers, as applicable, in accordance with the
terms hereof and thereof, shall each constitute a valid and binding obligation
of such Person, enforceable in accordance with its respective terms. Except as
set forth on the attached RESTRICTIONS SCHEDULE, the execution and delivery by
the Company and Sellers of this Agreement and all of the other agreements and
instruments contemplated hereby to which the Company or any Seller is a party
and the fulfillment of and compliance with the respective terms hereof and
thereof by the Company and Sellers do not and shall not (a) conflict with or
result in a breach of the terms, conditions or provisions of, (b) constitute a
default under (whether with or without the passage of time, the giving of notice
or both), (c) result in the creation of any Lien upon the Company's or any of
its Subsidiaries' capital stock or assets pursuant to, (d) give any third party
the right to modify, terminate or accelerate any obligation under, (e) result in
a violation of, or (f) require any authorization, consent, approval, exemption
or other action of or by or notice or declaration to, or filing with, any third
party or any court or administrative or governmental body or agency pursuant to,
(x) the Company's charter documents, bylaws or other constituent documents, or
(y) any law, statute, rule or regulation to which the Company or any Seller is
subject, or (z) any agreement, instrument, license, permit, order, judgment or
decree to which the Company or any Seller is subject, except where such breach,
default, Lien, violation or failure to receive authorization would not have a
Material Adverse Effect. Neither the Company nor any Seller is a party to or
bound by any written or oral agreement or understanding with respect to a
Company Transaction other than this Agreement, and each such Person has
terminated all discussions with third parties (other than with Buyer and its
Affiliates) regarding Company Transactions.

         5.4 SUBSIDIARIES. Except as set forth on the SUBSIDIARY SCHEDULE
attached hereto, the Company does not have and within the last five years has
not had any Subsidiary.

                                      -16-


         5.5 FINANCIAL STATEMENTS. Attached hereto as the FINANCIAL STATEMENTS
SCHEDULE are the following financial statements:

                  (a) the audited balance sheet of the Company as of September
30, 1999, September 30, 1998 and September 30, 1997, and the related statements
of income and cash flows (or the equivalent) for the fiscal years then ended.

                  (b) the unaudited balance sheet of the Company as of March 31,
2000 (the "LATEST BALANCE SHEET"), and the related statements of income and cash
flows (or the equivalent) for the six-month period then ended.

Each of the foregoing financial statements (including in all cases the notes
thereto, if any) is consistent with the books and records of the Company, fairly
presents the financial condition and operating results of the Company and has
been prepared in accordance with GAAP consistently applied throughout the
periods covered thereby, subject in the case of the unaudited financial
statements to the absence of footnote disclosures and normal year-end
adjustments (none of which footnote disclosures or adjustments would, alone or
in the aggregate, be materially adverse to the business, operations, assets,
liabilities, financial condition, operating results, value, cash flow or net
worth of the Company).

         5.6 ACCOUNTS RECEIVABLE. Except as set forth on the attached ACCOUNTS
RECEIVABLE SCHEDULE and except for the Sprint Las Vegas Receivables, all
accounts and notes receivable reflected on the Latest Balance Sheet and all
accounts and notes receivable to be reflected on the Closing Balance Sheet (net
of allowances for doubtful accounts as reflected thereon and as determined in
accordance with GAAP) are or shall be valid receivables arising in the ordinary
course of business and are or shall be current and collectible at the aggregate
recorded amount therefor as shown on the Latest Balance Sheet and on the Closing
Balance Sheet, as the case may be (net of allowances for doubtful accounts as
reflected thereon and as determined in accordance with GAAP). No Person has any
Lien on such receivables or any part thereof, and no agreement for deduction,
free goods, discount or other deferred price or quantity adjustment has been
made with respect to any such receivables.

         5.7 INVENTORY. Except as set forth on the attached INVENTORY SCHEDULE,
all of the Company's inventory consists of a quantity and quality usable and
salable in the ordinary course of business consistent with past practice, is not
obsolete, defective, damaged or slow-moving, is merchantable and fit for its
intended use, and is being actively marketed in normal commercial channels and
in normal commercial quantities, subject only to the reserves for inventory
write-down set forth on the face of the Latest Balance Sheet and the Closing
Balance Sheet (rather than the notes thereto) and as determined in accordance
with GAAP.

         5.8 ABSENCE OF UNDISCLOSED LIABILITIES. Except as set forth on the
attached LIABILITIES SCHEDULE, the Company does not have any obligation or
liability (whether accrued, absolute, contingent, unliquidated or otherwise,
whether or not known to the Company, whether due or to become due and regardless
of when or by whom asserted) arising out of any transaction entered at or prior
to the date hereof, or any action or inaction at or prior to the date hereof, or
any state of facts existing at or prior to the date hereof, other than (a)
liabilities reflected on the Latest Balance Sheet,

                                      -17-



(b) liabilities and obligations which have arisen after the date of the Latest
Balance Sheet in the ordinary course of business (none of which is a liability
for breach of contract, breach of warranty, tort, infringement, violation of
law, claim or lawsuit), (c) obligations under contracts and commitments
described on the attached CONTRACTS SCHEDULE or under contracts and commitments
entered into in the ordinary course of business consistent with past practice
which are not required to be disclosed on such Schedule pursuant to Section 5.12
below (but not liabilities for any breach of any such contract or commitment
occurring on or prior to the Closing Date), and (d) other liabilities and
obligations expressly disclosed in the other Schedules referred to in this
Article V.

         5.9 NO MATERIAL ADVERSE EFFECT. To Sellers' knowledge, since September
30, 1999 there has occurred no fact, event or circumstance which has had or
would reasonably be expected to have a Material Adverse Effect. Since September
30, 1999, the Company has conducted its business only in the ordinary course of
business consistent with past practice.

         5.10 ABSENCE OF CERTAIN DEVELOPMENTS. Except as set forth on the
attached DEVELOPMENTS SCHEDULE, since September 30, 1999 the Company has not:

                  (a) issued any notes, bonds or other debt securities or any
capital stock or other equity securities or any securities or rights
convertible, exchangeable or exercisable into any capital stock or other equity
securities;

                  (b) borrowed any amount or to Sellers' knowledge, incurred or
become subject to any material liabilities, except current liabilities incurred
in the ordinary course of business consistent with past practice;

                  (c) discharged or satisfied any material Lien or paid any
material obligation or liability, other than current liabilities paid in the
ordinary course of business;

                  (d) declared, set aside or made any payment or distribution of
cash (including so-called "tax distributions") or other property to any of its
shareholders with respect to such shareholder's capital stock or otherwise, or
purchased, redeemed or otherwise acquired any shares of its capital stock or
other equity securities (including any warrants, options or other rights to
acquire its capital stock or other equity);

                  (e) mortgaged or pledged any of its properties or assets or
subjected them to any Lien, except for Permitted Liens;

                  (f) sold, assigned, transferred, leased, licensed or otherwise
encumbered any of its tangible assets, except in the ordinary course of business
consistent with past practice, or canceled any material debts or claims;

                  (g) sold, assigned, transferred, leased, licensed or otherwise
encumbered any Intellectual Property Rights, disclosed any proprietary
confidential information to any Person (other than to Buyer and its Affiliates
and other than in the ordinary course of business consistent with past

                                      -18-


practice), or to Sellers' knowledge abandoned or permitted to lapse any
Intellectual Property Rights;

                  (h) made or granted any bonus or any wage or salary increase
to any employee or group of employees (except as required by pre-existing
contracts described on the attached CONTRACTS SCHEDULE), or made or granted any
increase in any employee benefit plan or arrangement, or amended or terminated
any existing employee benefit plan or arrangement or adopted any new employee
benefit plan or arrangement or entered into, amended or terminated any
collective bargaining agreement or other employment agreement;

                  (i) implemented any plant closing or other layoff of employees
that could implicate the Worker Adjustment and Retraining Notification Act, as
amended, or any similar foreign, state or local law, regulation or ordinance;

                  (j) to Sellers' knowledge, suffered any extraordinary losses
or waived any rights of material value (whether or not in the ordinary course of
business or consistent with past practice) in excess of $10,000 in the
aggregate;

                  (k) made capital expenditures or commitments therefor that
amount in the aggregate to more than $10,000;

                  (l) delayed or postponed the payment of any accounts payable
or commissions or any other liability or obligation inconsistent with past
practice or agreed or negotiated with any party to extend the payment date of
any accounts payable or commissions or any other liability or obligation
inconsistent with past practice or accelerated the collection of (or discounted)
any accounts or notes receivable inconsistent with past practice;

                  (m) made any loans or advances to, guaranties for the benefit
of, or any Investments in, any Person (other than advances to the Company's or
its Subsidiaries' employees in the ordinary course of business consistent with
past practice);

                  (n) made any charitable contributions or pledges exceeding in
the aggregate $5,000 or made any political contributions;

                  (o) suffered any damage, destruction or casualty loss
exceeding in the aggregate $10,000, whether or not covered by insurance;

                  (p) made any change in any method of accounting or accounting
policies, made any write-down in the value of its inventory or reversed any
accruals that is material or that is other than in the usual, regular and
ordinary course of business consistent with past practice;

                  (q)      made any Investment in or taken any steps to
incorporate any Subsidiary;

                  (r)      amended its articles of incorporation, by-laws or
other organizational documents;

                                      -19-



                  (s) entered into any agreement or arrangement prohibiting or
restricting it from freely engaging in any business or otherwise restricting the
conduct of its business anywhere in the world;

                  (t) taken any action or failed to take any action that has,
had or would reasonably be expected to have the effect of accelerating to
pre-Closing periods sales to the trade or other customers that would otherwise
be expected by the Company to occur after the Closing;

                  (u) entered into, amended or terminated any contract other
than in the ordinary course of business consistent with past practice, entered
into any other material transaction, other than in the ordinary course of
business consistent with past practice, or materially changed any business
practice; or

                  (v) agreed, whether orally or in writing, to do any of the
foregoing.

         5.11     ASSETS.

                  (a) Except as set forth on the attached ASSETS SCHEDULE, the
Company has good and marketable title to, or a valid leasehold interest in, all
properties and assets used by it, located on its premises or shown on the Latest
Balance Sheet or acquired after the date thereof, free and clear of all Liens
(other than properties and assets disposed of for fair consideration in the
ordinary course of business since the date of the Latest Balance Sheet and
except for Liens disclosed on the Latest Balance Sheet (including any notes
thereto) and Liens for current property taxes not yet due and payable and
Permitted Liens). The Company owns, has a valid leasehold interest in or has the
valid right to use all assets, tangible or intangible, necessary for the conduct
of its business as presently conducted. Except as set forth on the attached
ASSETS SCHEDULE, all of the Company's buildings (including all components of
such buildings, structures and other improvements), equipment, machinery,
fixtures, improvements and other tangible assets (whether owned or leased) are
in good condition and repair (ordinary wear and tear excepted). To Sellers'
knowledge, all such assets have been installed and maintained in all material
respects in accordance with all applicable laws, regulations and ordinances. The
attached ASSETS SCHEDULE sets forth and describes in reasonable detail the
actual out-of-pocket capital expenditures (as determined in accordance with
GAAP) made by the Company during the twelve-months ended December 31, 1999.

                  (b) The Company does not own any real property or possesses
any right to acquire any real property. The LEASED REAL PROPERTY SCHEDULE
attached hereto contains a complete list of all real property leased or
subleased by the Company (individually "LEASED REAL PROPERTY" and collectively,
the "LEASED REALTY"). The Company has a valid leasehold interest in each Leased
Real Property, subject only to Permitted Liens. The Company has previously
delivered to Buyer's special counsel complete and accurate copies of each of the
leases for the Leased Realty (the "REALTY LEASES"). With respect to each Realty
Lease: (i) the Realty Lease is legal, valid, binding, enforceable and in full
force and effect; (ii) neither the Company nor to the Sellers' knowledge, nor
any other party to the Realty Lease is in material breach or default, and to
Sellers' knowledge, no event has occurred which,

                                      -20-



with notice or lapse of time or both, would constitute such a breach or default
or permit termination, modification or acceleration under the Realty Lease;
(iii) no party to the Realty Lease has repudiated any provision thereof; (iv)
there are no disputes, oral agreements or forbearance programs in effect as to
the Realty Lease; (v) the Realty Lease has not been modified in any respect,
except to the extent that such modifications are disclosed by the documents
delivered to Buyer; and (vi) the Company has not assigned, transferred,
conveyed, mortgaged, deeded in trust or encumbered any interest in the Realty
Lease, except for Permitted Liens.

         5.12     CONTRACTS AND COMMITMENTS.

                  (a) Except as expressly contemplated by this Agreement or as
set forth on the attached CONTRACTS SCHEDULE, the Company is not a party to or
to Sellers' knowledge bound by any written or oral:

                           (i)      pension, profit sharing, stock option,
employee stock purchase or other plan or arrangement providing for deferred or
other compensation to employees, former employees or consultants, or any other
employee benefit plan or arrangement, or any collective bargaining agreement or
any other contract with any labor union, or severance agreements, programs,
policies or arrangements;

                           (ii)     contract for the employment of any officer,
individual employee or other Person on a full-time, part-time, consulting or
other basis or relating to loans to officers, directors or Affiliates;

                           (iii) contract under which the Company has advanced
or loaned any other Person amounts in the aggregate exceeding $10,000;

                           (iv)     agreement or indenture relating to borrowed
money or other Indebtedness or the mortgaging, pledging or otherwise placing a
Lien on any material asset or material group of assets of the Company;

                           (v)      Guaranty, performance bond or similar
agreement;

                           (vi)     lease or agreement under which the Company
is lessee of or holds or operates any property, real or personal, owned by any
other party, except for any lease of real or personal property under which the
aggregate annual rental payments do not exceed $10,000;

                           (vii)    lease or agreement under which the Company
is lessor of or permits any third party to hold or operate any property, real or
personal, owned or controlled by the Company;

                           (viii)   contract or group of related contracts with
the same party or group of affiliated parties the performance of which involves
consideration in the aggregate in excess of $10,000, other than purchase and
sales orders incurred in the ordinary course of business;

                                      -21-


                           (ix)     assignment, license, indemnification or
agreement with respect to any intangible property (including any Intellectual
Property Rights);

                           (x)      warranty agreement with respect to its
services rendered or its products sold or leased;

                           (xi)     agreement under which it has granted any
Person any registration rights (including demand or piggyback registration
rights);

                           (xii)    sales, distribution, supply or franchise
agreement;

                           (xiii)   agreement with a term of more than six
months which is not terminable by the Company upon 30 or less days' notice
without penalty and involves a consideration in excess of $10,000 annually;

                           (xiv)    contract regarding voting, transfer or other
arrangements related to the Company's capital stock or warrants, options or
other rights to acquire any of the Company's capital stock;

                           (xv)     contract or agreement prohibiting it from
freely engaging in any business or competing anywhere in the world; or

                           (xvi)    any other agreement which is material to its
operations and business prospects or involves a consideration in excess of
$25,000 annually.

                     (b)   All of the contracts, leases, agreements and
instruments set forth or required to be set forth on the CONTRACTS SCHEDULE are
valid, binding and enforceable in accordance with their respective terms and
shall not be materially adversely affected by the consummation of the
transactions contemplated hereby. Except as set forth on the CONTRACTS SCHEDULE,
(i) the Company has performed all obligations required to have been performed by
it and is not in material default under or in material breach of nor in receipt
of any claim of default or breach under any contract, lease, agreement or
instrument to which the Company is subject; (ii) no event has occurred which
with the passage of time or the giving of notice or both would result in a
material default, breach or event of noncompliance by the Company under any
contract, lease, agreement or instrument to which the Company is subject; (iii)
the Company has no present expectation or intention of not fully performing all
such obligations; (iv) no partially-filled or unfilled customer purchase order
or sales order is subject to cancellation or any other material modification by
the other party thereto or is subject to any penalty, right of set-off or other
charge by the other party thereto for late performance or delivery; and (v)
neither the Company nor Sellers have knowledge of any breach or anticipated
breach by the other parties to any contract, lease, agreement, instrument or
commitment to which they are parties. The Company is not a party to any
contract, agreement or commitment the performance of which could reasonably be
expected to have a Material Adverse Effect.

                                      -22-



                  (c) Buyer's counsel has been supplied with a true and correct
copy of each of the written instruments, plans, contracts and agreements and an
accurate description of each of the oral arrangements, contracts and agreements
which are referred to on the attached CONTRACTS SCHEDULE, together with all
amendments, waivers or other changes thereto.

         5.13     INTELLECTUAL PROPERTY RIGHTS.

                  (a) The attached INTELLECTUAL PROPERTY SCHEDULE contains a
complete and accurate list of all (i) patented or registered Intellectual
Property Rights owned or, to the Sellers' knowledge, used by the Company, (ii)
pending patent applications and applications for other registrations of
Intellectual Property Rights filed by or on behalf of the Company, and (iii)
material unregistered Intellectual Property Rights owned or used by the Company.
The attached INTELLECTUAL PROPERTY SCHEDULE also contains a complete and
accurate list of all licenses and other rights expressly granted by the Company
to any third party with respect to any Intellectual Property Rights and all
licenses and other rights granted by any third party to the Company with respect
to any Intellectual Property Rights, in each case identifying the subject
Intellectual Property Rights. Except as set forth on the attached INTELLECTUAL
PROPERTY SCHEDULE, the Company owns and possesses all right, title and interest
to, or has the right to use pursuant to a valid and enforceable license, all
Intellectual Property Rights necessary for the operation of the businesses of
the Company as presently conducted, free and clear of all Liens, other than
Permitted Liens. Without limiting the generality of the foregoing, the Company
owns and possesses all right, title and interest in and to all Intellectual
Property Rights created or developed by the Company's employees and independent
contractors or under the direction or supervision of the Company's employees or
independent contractors relating to the businesses of the Company or to the
actual or demonstratively anticipated research or development conducted by the
Company. Except as set forth on the attached INTELLECTUAL PROPERTY SCHEDULE, the
loss or expiration of any Intellectual Property Right or related group of
Intellectual Property Rights owned or used by the Company has not had and would
not reasonably be expected to have a Material Adverse Effect, and no loss or
expiration of any Intellectual Property Right is pending or, to the Sellers'
knowledge, threatened. The Company has taken the steps described on the
INTELLECTUAL PROPERTY SCHEDULE to maintain and protect the Intellectual Property
Rights which it owns and uses. To the Sellers' knowledge, the owners of any
Intellectual Property Rights licensed to the Company have taken commercially
reasonable action to maintain and protect the Intellectual Property Rights which
are subject to such licenses.

                  (b) Except as set forth on the attached INTELLECTUAL PROPERTY
SCHEDULE, (i) there have been no claims made against the Company asserting the
invalidity, misuse or unenforceability of any of the Intellectual Property
Rights owned or used by the Company and, to the Sellers' knowledge, there is no
basis for any such claim, (ii) neither the Company nor any Seller has received
any notices of, and has no knowledge of any facts which indicate a likelihood
of, any infringement or misappropriation by, or conflict with, any third party
with respect to any Intellectual Property Rights (including any demand or
request that the Company license any rights from a third party), (iii) to
Sellers' knowledge, the conduct of the Company's businesses has not infringed,
misappropriated or conflicted with and does not infringe, misappropriate or
conflict with any Intellectual Property Rights of other Persons, and (iv) to the
Sellers' knowledge, the Intellectual Property Rights owned by or licensed to the
Company have not been infringed, misappropriated or conflicted by other Persons.
The transactions

                                      -23-



contemplated by this Agreement will not have a Material Adverse Effect on the
Company's right, title or interest in and to the Intellectual Property Rights
listed on the INTELLECTUAL PROPERTY SCHEDULE and all of such Intellectual
Property Rights shall be owned or available for use by the Company on identical
terms and conditions immediately after the Closing.

                  (c) Except as disclosed on the INTELLECTUAL PROPERTY SCHEDULE,
none of the computer software, computer firmware, computer hardware (whether
general or special purpose) or other similar or related computer systems or
software that are used or relied on by Company in the conduct of its business
will malfunction, will cease to function, will generate incorrect data or will
produce incorrect results when processing, providing or receiving (i)
date-related data from, into and between the twentieth and twenty-first
centuries or (ii) date-related data in connection with any valid date in the
twentieth and twenty-first centuries.

         5.14     LITIGATION. Except as set forth on the attached LITIGATION
SCHEDULE, there are no (and, during the five years preceding the date hereof,
there have not been any) actions, suits, proceedings (including any arbitration
proceedings), orders, investigations or claims pending or, to the Sellers'
knowledge, threatened against or affecting the Company (or to the Sellers'
knowledge, pending or threatened against or affecting any of the officers,
directors or employees of the Company with respect to their business or proposed
business activities), or pending or threatened by the Company against any
Person, at law or in equity, or before or by any governmental department,
commission, board, bureau, agency or instrumentality (including any actions,
suits, proceedings or investigations with respect to the transactions
contemplated by this Agreement); the Company is not subject to any arbitration
proceedings under collective bargaining agreements or otherwise or any
governmental investigations or inquiries. The foregoing includes, without
limitation, actions pending or threatened involving the prior employment of any
of the Company's employees, their use in connection with the Company's
businesses of any information or techniques allegedly proprietary to any of
their former employers or their obligations under any agreements with prior
employers. The Company is fully insured with respect to each of the outstanding
matters set forth on the attached LITIGATION SCHEDULE. The Company is not
subject to any judgment, order or decree of any court or other governmental
agency, and the Company has not received any opinion or memorandum or advice
from legal counsel to the effect that it is exposed, from a legal standpoint, to
any material liabilities. There are no actions, suits, proceedings (including
any arbitration proceedings), orders, investigations or claims pending or, to
the Sellers' knowledge, threatened against or affecting any Seller in which it
is sought to restrain or prohibit or to obtain damages or other relief in
connection with the transactions contemplated hereby.

         5.15     COMPLIANCE WITH LAWS. Except as set forth on the attached
COMPLIANCE SCHEDULE:

                  (a) The Company has complied and is in compliance with all
applicable laws, ordinances, codes, rules, requirements and regulations and
Environmental and Safety Requirements of foreign, federal, state and local
governments and all agencies thereof relating to the operation of its business
and the maintenance and operation of its properties and assets. No notices have
been received by and no claims have been filed against the Company or any of its
Subsidiaries alleging a violation of any such laws, ordinances, codes, rules,
requirements or regulations. The Company has not made

                                      -24-



any bribes, kickback payments or other similar payments of cash or other
consideration, including payments to customers or clients or employees of
customers or clients for purposes of doing business with such Persons.

                  (b) The Company holds and is in compliance with all permits,
licenses, bonds, approvals, certificates, registrations, accreditations and
other authorizations of all foreign, federal, state and local governmental
agencies required for the conduct of its business and the ownership of its
properties (including as the same relate to Environmental and Safety
Requirements), and the attached PERMITS SCHEDULE sets forth a list of all of
such material permits, licenses, bonds, approvals, certificates, registrations,
accreditations and other authorizations. No notices have been received by the
Company alleging the failure to hold any of the foregoing. All of such permits,
licenses, bonds, approvals, accreditations, certificates, registrations and
authorizations will be available for use by the Company immediately after the
Closing.

         5.16     ENVIRONMENTAL AND SAFETY MATTERS. Except as set forth on the
attached ENVIRONMENTAL SCHEDULE:

                  (a) The Company has not received any oral or written notice,
report or information regarding any actual or alleged violation of Environmental
and Safety Requirements or any liabilities or potential liabilities relating to
it or its facilities arising under Environmental and Safety Requirements.

                  (b) To Sellers' knowledge, neither this Agreement nor the
consummation of the transactions contemplated hereby will result in any
obligations for site investigation or cleanup, or notification to or consent of
any government agencies or third parties under any Environmental and Safety
Requirements (including any so called "transaction-triggered" or "responsible
property transfer" laws and regulations).

                  (c) To Sellers' knowledge, none of the following exists at any
property or facility owned, occupied or operated by the Company: (i) underground
storage tanks; (ii) asbestos-containing material in any form or condition; (iii)
materials or equipment containing polychlorinated biphenyls; or (iv) landfills,
surface impoundments or other disposal areas.

                  (d) The Company has not treated, stored, disposed of, arranged
for or permitted the disposal of, transported, handled or released any substance
(including any hazardous substance) or to Seller's knowledge, owned, occupied or
operated any facility or property (and no such property or facility is
contaminated by any such substance) in a manner that has given or could give
rise to any liabilities (including any liability for response costs, corrective
action costs, personal injury, natural resource damages, property damage or
attorneys fees or any investigative, corrective or remedial obligations)
pursuant to CERCLA or any other Environmental and Safety Requirements.

                  (e) To Seller's knowledge, the Company has not either
expressly or by operation of law, assumed or undertaken any liability or
corrective, investigatory or remedial obligation of any other Person relating to
any Environmental and Safety Requirements.

                                      -25-



                  (f) Sellers and the Company have furnished to Buyer all
environmental audits, reports and other material environmental documents
relating to the Company and any of its facilities, which are in its possession,
custody or control.

         5.17 EMPLOYEES. The attached EMPLOYEES SCHEDULE correctly sets forth
the name and current annual salary of each of the Company's employees receiving
more than $50,000 in annual compensation and whether any employees are absent
from active employment, including, but not limited to, leave of absence or
disability. Except as set forth on the attached EMPLOYEES SCHEDULE, (a) the
Company is not aware that any executive or key employee of the Company or any
group of employees of the Company has any plans to terminate employment with the
Company; (b) to the Sellers' knowledge, the Company has complied with all laws
relating to the employment of labor (including provisions thereof relating to
wages, hours, equal opportunity, collective bargaining and the payment of social
security and other Taxes), and the Company is not aware that it has any labor
relations problems (including any union organization or decertification
activities, threatened or actual strikes or work stoppages or material
grievances); and (c) neither the Company nor, to the Sellers' knowledge, any of
their respective employees are subject to any noncompete, nondisclosure,
confidentiality, employment, consulting or similar agreements relating to,
affecting or in conflict with the present or proposed business activities of the
Company, except for agreements between the Company and its present and former
employees. The EMPLOYEES SCHEDULE sets forth the bonuses paid and reasonably
expected to be paid to the Company's officers and employees for the fiscal years
ended September 30, 1999 and 1998.

         5.18     EMPLOYEE BENEFIT PLANS.

                  (a) The attached EMPLOYEE BENEFITS SCHEDULE sets forth an
accurate and complete list of each "employee benefit plan" (as such term is
defined in Section 3(3) of ERISA) and each other employee benefit plan, program
or arrangement providing benefits to current or former employees (including any
bonus plan, plan for deferred compensation, retirement, severance, sick leave,
employee health or other welfare benefit plan or other arrangement), at any time
maintained, sponsored, or contributed to by the Company, or with respect to
which the Company has any liability or potential liability. Each such item
listed on the attached EMPLOYEE BENEFITS SCHEDULE is referred to herein as a
"PLAN."

                  (b) The Company does not have any obligation to contribute to
(or any other liability, including current or potential withdrawal liability,
with respect to) any "multiemployer plan" (as defined in Section 3(37) of ERISA)
or any employee benefit plan which is a "defined benefit plan" (as defined in
Section 3(35) of ERISA), whether or not terminated.

                  (c) The Company does not have any obligation under any Plan or
otherwise to provide medical, health, life insurance or other welfare-type
benefits to current or future retired or terminated employees (except for
limited continued medical benefit coverage required to be provided under Section
4980B of the Code or as required under applicable state law).

                  (d) Except as set forth on the EMPLOYEE BENEFITS SCHEDULE
under the heading "Profit

                                      -26-



Sharing Plans," the Company does not maintain, contribute to or have any
liability or potential liability under (or with respect to) any employee benefit
plan which is a "defined contribution plan" (as defined in Section 3(34) of
ERISA), whether or not terminated.

              (e) For purposes of this Section 5.18, the term "Company" includes
all entities treated as a single employer with the Company pursuant to Section
414 of the Code.

              (f) With respect to the Plans, all required or recommended (in
accordance with historical practices) payments, premiums, contributions,
reimbursements or accruals for all periods ending prior to or as of the Closing
shall have been made or properly accrued on the Latest Balance Sheet. None of
the Plans has any unfunded liabilities which are not reflected on the Latest
Balance Sheet.

              (g) Except as set forth on the attached EMPLOYEE BENEFITS
SCHEDULE, the Plans and all related trusts, insurance contracts and funds have
been maintained, funded and administered in compliance in all material respects
with their terms and with the applicable provisions of ERISA, the Code and other
applicable laws. Neither the Company nor any trustee or administrator of any
Plan has engaged in any transaction with respect to the Plans which would
subject the Company or any trustee or administrator of the Plans, or any party
dealing with any such Plan, nor do the transactions contemplated by this
Agreement constitute transactions which would subject any such party, to either
a civil penalty assessed pursuant to Section 502(i) of ERISA or the tax or
penalty on prohibited transactions imposed by Section 4975 of the Code. No
actions, suits or claims with respect to the assets of the Plans (other than
routine claims for benefits) are pending or, to the Company's or Sellers'
knowledge, threatened which could result in or subject the Company to any
liability and there are no circumstances which would give rise to or be expected
to give rise to any such actions, suits or claims. No liability to the Pension
Benefit Guaranty Corporation or otherwise under Title IV of ERISA has been or
could be incurred by the Company.

              (h) Except as set forth on the attached EMPLOYEE BENEFITS
SCHEDULE, each of the Plans which is intended to be qualified under Section
401(a) of the Code has received a favorable determination from the Internal
Revenue Service that such plan is qualified under Section 401(a) of the Code,
and there are no circumstances which would adversely affect the qualified status
of any such Plan, or if no such favorable determination letter has been
received, such qualified Plan is within the "remedial amendment period" of
Section 7805(b) of the Code, as described in IRS Revenue Procedure 97-41 or
99-23.

              (i) The Company has provided Buyer with true and complete
copies of all documents pursuant to which the Plans are maintained, funded and
administered, and the most recent annual reports (Form 5500 and attachments) for
the Plans.

         5.19 INSURANCE. The attached INSURANCE SCHEDULE contains a description
of each insurance policy maintained by the Company with respect to its
properties, assets and businesses setting forth the type of coverage, the annual
premiums, deductibles and coverage amounts therefor and an indication whether
such policy is on a "claims made" or "incurrence" basis, and each such policy is

                                      -27-


in full force and effect. The Company is not in default with respect to its
obligations under any insurance policy maintained by it, and the Company has not
been denied insurance coverage. Except as set forth on the INSURANCE SCHEDULE,
the Company does not have any self-insurance or co-insurance programs, and the
reserves set forth on the Latest Balance Sheet are adequate (and the reserves to
be set forth on the Company's books and records as of the Closing will be
adequate) to cover all anticipated liabilities with respect to any such
self-insurance or co-insurance programs.

         5.20     TAX MATTERS.

                  (a) The Company and each Affiliated Group has timely filed all
Tax Returns required to be filed by it, each such Tax Return has been prepared
in compliance with all applicable laws and regulations, and all such Tax Returns
are true and accurate. All Taxes due and payable by the Company have been paid
and the Company has withheld and paid over to the appropriate taxing authority
all Taxes which they are required to withhold from amounts paid or owing to any
employee, stockholder, creditor or other third party. All Taxes accrued but not
yet due are accrued on the Latest Balance Sheet and will be accrued on the
Closing Balance Sheet in accordance with GAAP. The charges, accruals and
reserves for Taxes with respect to the Company for any Tax period (or portion
thereof) ending on or before the Closing Date (excluding any provision for
deferred income taxes) to be reflected on the Closing Balance Sheet will be
adequate to cover such Taxes.

                  (b) Except as set forth on the attached TAXES SCHEDULE:

                           (i)      the Company has not requested or been
granted an extension of the time for filing any Tax Return which has not yet
been filed;

                           (ii)     the Company has not consented to extend to
a date later than the date hereof the time in which any Tax may be assessed or
collected by any taxing authority;

                           (iii)    no deficiency or proposed adjustment which
has not been settled or otherwise resolved for any amount of Tax has been
proposed, asserted or assessed by any taxing authority against the Company;

                           (iv)     there is no action, suit, taxing authority
proceeding or audit now in progress, pending or, to the Sellers' knowledge,
threatened against or with respect to the Company;

                           (v)      no claim has ever been made by a taxing
authority in a jurisdiction where the Company does not file Tax Returns claiming
that the Company is or may be subject to Taxes assessed by such jurisdiction;

                           (vi)     the Company has not made any election under
Section 341(f) of the Code (or any corresponding provision of state, local or
foreign income Tax law);

                           (vii)    there are no Liens for Taxes (other than for
current Taxes not yet due and payable) upon the assets of the Company;

                                      -28-


                           (viii) the Company will not be required (A) as a
result of a change in method of accounting for a taxable period ending on or
prior to the Closing Date, to include any adjustment in taxable income for any
taxable period (or portion thereof) ending after the Closing Date, (B) as a
result of any "closing agreement," as described in Section 7121 of the Code (or
any corresponding provision of state, local or foreign income Tax law), to
include any item of income in, or exclude any item of deduction from, taxable
income for any taxable period (or portion thereof) ending after the Closing
Date, (C) as a result of any sale reported on the installment method, to include
in taxable income any amount from a sale in a taxable period ending on or prior
to the Closing Date, or (D) as a result of any prepaid amount received in a
taxable period ending on or prior to the Closing Date, to include in taxable
income such amount (or portion thereof) for any taxable period (or portion
thereof) ending after the Closing Date;

                           (ix)     the Company  is not a party to or bound by
any Tax allocation or Tax sharing agreement and has no current or potential
contractual obligation to indemnify any other Person with respect to Taxes; and

                           (x)      Buyer will not be required to deduct and
withhold any amount pursuant to Section 1445(a) of the Code upon the transfer of
any cash or property pursuant to this Agreement.

                  (c)      The Company made a valid election under Code Section
1362, effective October 1, 1987, to be an S Corporation for all taxable years
since its inception through and including the current year and has made all
corresponding valid elections, where required, in the states in which it does
business and such elections have not been terminated.

                  (d)      Each Seller is a resident of the State of Florida.

         5.21     BROKERAGE AND TRANSACTION BONUSES. Except for brokerage fees
set forth on the attached BROKERAGE SCHEDULE, there are no claims for brokerage
commissions, finders' fees or similar compensation in connection with the
transactions contemplated by this Agreement based on any arrangement or
agreement binding upon Sellers or the Company. Except as set forth on the
attached TRANSACTION BONUSES SCHEDULE, there are no special bonuses or other
similar compensation payable to any employee of the Company in connection with
the transactions contemplated hereby. Sellers shall pay, and hold the Company,
Buyer and its Affiliates harmless against, any liability, loss or expense
(including reasonable attorneys' fees and out-of-pocket expenses) arising in
connection with any such claim or special bonus or other similar compensation.

         5.22 BANK ACCOUNTS. The BANK ACCOUNT SCHEDULE attached hereto lists all
of the Company's bank accounts (designating each authorized signatory and the
level of each signatory's authorization).

         5.23 NAMES AND LOCATIONS. Except as set forth on the attached NAMES AND
LOCATIONS SCHEDULE, during the five-year period prior to the execution and
delivery of this Agreement, the Company has not used any name or names under
which it has invoiced account debtors, maintained records concerning its assets
or otherwise conducted business. All of the tangible assets and properties of
the Company are located at the locations set forth on the NAMES AND LOCATIONS
SCHEDULE.

                                      -29-



         5.24 AFFILIATE TRANSACTIONS. Except as set forth on the attached
AFFILIATED TRANSACTIONS SCHEDULE, no officer, director, shareholder, employee or
Affiliate of the Company or, to the Seller's knowledge, any individual related
by blood, marriage or adoption to any such individual or any entity in which any
such Person or individual owns any beneficial interest, is a party to any
agreement, contract, commitment or transaction with the Company or has any
interest in any property used by the Company (including any Intellectual
Property Rights).

         5.25 SERVICE WARRANTIES. All services rendered by the Company have been
in conformity in all material respects with all applicable contractual
commitments and all express and implied warranties, and, except as set forth on
the WARRANTY SCHEDULE attached hereto, the Company has no liability (and, to the
Sellers' knowledge, there is no reasonable basis for any present or future
action, suit, proceeding, hearing, investigation, charge, complaint, claim or
demand against it giving rise to any such liability) for curing or providing
additional services or other damages in connection therewith in excess of any
warranty reserve specifically established with respect thereto and included on
the face of the Latest Balance Sheet (rather than the notes thereto) or to be
included on the Closing Balance Sheet. No services rendered by the Company are
subject to any guaranty, warranty or other indemnity beyond the applicable
standard terms and conditions of such sale (including as a result of any course
of conduct between the Company and any Person or as a result of any statements
in any of the Company's service or promotional literature). The attached
WARRANTY SCHEDULE includes copies of such standard terms and conditions of sale
for the Company (containing applicable guaranty, warranty and indemnity
provisions). Except as set forth on the WARRANTY SCHEDULE attached hereto, the
Company has not been notified of any outstanding claims for (and Sellers have no
knowledge of any threatened claims for) any extraordinary warranty obligations
or additional services relating to any of its services.

         5.26 CUSTOMERS AND SUPPLIERS. The CUSTOMERS AND SUPPLIERS SCHEDULE
attached hereto sets forth (a) a list of the top twenty customers of the Company
(on a consolidated basis) (by volume of sales to such customers) and (b) a list
of the top ten suppliers of the Company (on a consolidated basis) (by volume of
purchases from such suppliers), for the fiscal year ended September 30, 1999
and, with respect to such customers, the committed volume of purchases by such
customers for the fiscal year ending September 30, 2000 and prices related
thereto. To the Sellers' knowledge, the Company has not received any indication
from any material customer of the Company to the effect that such customer will
stop, materially decrease the rate of, or materially change the terms (whether
related to payment, price or otherwise) with respect to, buying products or
services from the Company (whether as a result of the consummation of the
transactions contemplated hereby or otherwise). To the Sellers' knowledge, the
Company has not received any indication from any material supplier to the
Company to the effect that such supplier will stop, materially decrease the rate
of, or materially change the terms (whether related to payment, price or
otherwise) with respect to, supplying materials, products or services to the
Company (whether as a result of the consummation of the transactions
contemplated hereby or otherwise).

         5.27 DISCLOSURE. Neither this Article V or any of the Exhibits or
Schedules attached hereto nor any of the written statements, documents,
certificates or other items prepared and supplied to Buyer or its Affiliates by
or on behalf of the Company or Sellers in connection with the transactions

                                      -30-



contemplated hereby, when taken together as a whole, contain any untrue
statement of a material fact or omit a material fact necessary to make each
statement contained herein or therein, in light of the circumstances in which
they were made, misleading.


                                   ARTICLE VI

                     REPRESENTATIONS AND WARRANTIES OF BUYER

         As an inducement to Sellers and the Company to enter into this
Agreement and consummate the transactions contemplated hereby, Buyer hereby
represents and warrants to Sellers and the Company as follows:

         6.1 ORGANIZATION AND POWER. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.
Buyer has all requisite corporate power and authority to execute and deliver
this Agreement and to perform its obligations hereunder.

         6.2 CAPITALIZATION. The authorized capital stock of Buyer consists of
1,000 shares of common stock, of which 1,000 shares of common stock are issued
and outstanding. All of such capital stock has been validly issued, is fully
paid and nonassessable, and has not been issued in violation of any preemptive
rights or rights of refusal. There are no voting trusts, proxies or any other
agreements or understandings with respect to the voting of the capital stock of
the Company. The Company is not subject to any obligation (contingent or
otherwise) to repurchase or otherwise acquire or retire any shares of its
capital stock.

         6.3 AUTHORIZATION. The execution, delivery and performance by Buyer of
this Agreement and the consummation of the transactions contemplated hereby have
been duly and validly authorized by Buyer and no other corporate act or
proceeding on the part of Buyer, its board of directors or stockholders is
necessary to authorize the execution, delivery or performance of this Agreement
and the consummation of the transactions contemplated hereby. This Agreement has
been duly executed and delivered by Buyer and this Agreement constitutes a valid
and binding obligation of Buyer, enforceable in accordance with its terms.

         6.4 NO VIOLATION. Buyer is not subject to nor obligated under its
certificate of incorporation or by-laws, or any applicable law, rule or
regulation of any governmental authority, or any agreement, instrument, license
or permit, or subject to any order, writ, injunction or decree, which would be
breached or violated by its execution, delivery or performance of this Agreement
or the consummation of the transactions contemplated hereby.

         6.5 GOVERNMENTAL AUTHORITIES AND CONSENTS. Except as required pursuant
to the HSR Act, no permit, consent, approval or authorization of, or declaration
to or filing with, any governmental or regulatory authority or any other Person
is required in connection with the execution, delivery or performance of this
Agreement by Buyer or the consummation by Buyer of the transactions contemplated
hereby.

                                      -31-




         6.6 LITIGATION. There are no actions, suits, proceedings, orders or
investigations pending or, to Buyer's knowledge, threatened against or affecting
Buyer, at law or in equity, or before or by any federal, state, municipal or
other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, which would adversely affect Buyer's
performance under this Agreement or the consummation of the transactions
contemplated hereby.

         6.7 BROKERAGE. Except as set forth on the attached BUYER BROKERAGE
SCHEDULE, there are no claims for brokerage commissions, finders' fees or
similar compensation in connection with the transactions contemplated by this
Agreement based on any arrangement or agreement made by or on behalf of Buyer.


                                   ARTICLE VII

                                   TERMINATION

                             [Intentionally Omitted]


                                  ARTICLE VIII

                 ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING

         8.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties in this Agreement and the Schedules shall survive the Closing as
follows:

                  (a) the representations and warranties in Section 5.15
(Compliance with Laws), Section 5.16 (Environmental and Safety Matters), Section
5.18 (Employee Benefits Plans) and Section 5.20 (Tax Matters) shall terminate
when the applicable statutes of limitations with respect to the liabilities in
question expire (after giving effect to any extensions or waivers thereof), PLUS
thirty (30) days;

                  (b) the representations and warranties in Section 5.2 (Capital
Stock and Related Matters; Title to Shares), the first two and last sentences of
Section 5.3 (Authorization; Noncontravention), Section 5.21 (Brokerage and
Transaction Bonuses), Section 6.7 (Brokerage) and the last sentence of Section
6.3 (Authorization) shall not terminate; and

                  (c) all other representations and warranties in this Agreement
and the Schedules shall terminate on the first anniversary of the Closing;

PROVIDED THAT any representation or warranty in respect of which indemnity may
be sought under Section 8.2 below, and the indemnity with respect thereto, shall
survive the time at which it would otherwise terminate pursuant to this Section
8.1 if notice of the inaccuracy or breach or potential inaccuracy or breach
thereof giving rise to such right or potential right of indemnity shall have
been

                                      -32-



given to the party against whom such indemnity may be sought prior to such time
(regardless of when the Losses in respect thereof may actually be incurred). The
representations and warranties in this Agreement and the Schedules shall survive
for the periods set forth in this Section 8.1. The parties acknowledge that
indemnification hereunder with respect to the breach of any covenant or
agreement contained herein, including any breach of any covenant or agreement
contained in this Article VIII, shall not be subject to any time or other
limitations.

         8.2      INDEMNIFICATION.

                  (a) INDEMNIFICATION BY SELLERS. Sellers shall indemnify Buyer
and its Affiliates, stockholders, officers, directors, employees, agents,
partners, representatives, successors and assigns (collectively, the "BUYER
PARTIES") and save and hold each of them harmless against and pay on behalf of
or reimburse such Buyer Parties as and when incurred for any actual loss,
liability, demand, claim, action, cause of action, cost, damage, deficiency,
Tax, penalty, fine or expense, whether or not arising out of third-party claims
(including interest, penalties, reasonable attorneys' fees and expenses and all
amounts paid in investigation, defense or settlement of any of the foregoing)
(individually a "LOSS," and collectively, "LOSSES"), which any such Buyer Party
may suffer as a result of: (i) any breach by the Company or Sellers of any
representation or warranty made by the Company or Sellers in this Agreement or
any of the Schedules; (ii) any nonfulfillment or breach of any covenant,
agreement or other provision by the Company or Sellers under this Agreement or
any of the Schedules; (iii) any Taxes of the Company with respect to any Tax
year or portion thereof ending on or before the Closing Date as determined in
accordance with Section 8.11 hereof; or (iv) any of the matters set forth on the
INDEMNIFICATION SCHEDULE attached hereto; PROVIDED THAT Sellers shall not have
any liability under clause (i) above (other than with respect to the
representations and warranties contained in Section 5.2 (Capital Stock and
Related Matters; Title to Shares), the first two and last sentences of Section
5.3 (Authorization/ Noncontravention), Section 5.20 (Tax Matters), and Section
5.21(Brokerage and Transaction Bonuses)) unless the aggregate of all Losses
relating thereto for which Sellers would, but for this proviso, be liable
exceeds on a cumulative basis an amount equal to $300,000 (and then Sellers
shall be liable for all such Losses including the $300,000 threshold amount);
and PROVIDED FURTHER that Sellers' aggregate liability under clause (i) above
(other than with respect to the representations and warranties contained in
Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two
and last sentences of Section 5.3 (Authorization/Noncontravention), Section 5.20
(Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses)), shall in no
event exceed one-half of the Purchase Price (with it being understood, however,
that nothing in this Agreement (including this Section 8.2(a)) shall limit or
restrict any of the Buyer Parties' right to maintain or recover any amounts in
connection with any action or claim based upon fraud or intentional
misrepresentation).

                  (b) INDEMNIFICATION BY BUYER. Buyer, and after the Closing,
the Company, shall jointly and severally indemnify each of the Sellers and their
respective Affiliates, stockholders, officers, directors, employees, agents,
partners, representatives, successors and assigns (collectively, the "SELLER
PARTIES") and save and hold each of them harmless against and pay on behalf of
or reimburse such Seller Parties as and when incurred for any Losses which any
such Seller Party may become subject to, as a result of, or in connection with:
(i) any breach by Buyer of any representation or warranty made by Buyer in this
Agreement, (ii) any nonfulfillment or breach by the Company of

                                      -33-



any covenant, agreement or other provision under this Agreement to be performed
or complied with by the Company after the Closing, or (iii) any nonfulfillment
or breach by Buyer of any covenant, agreement or other provision under this
Agreement.

                  (c) MANNER OF PAYMENT. Except as otherwise provided herein,
any indemnification of the Buyer Parties or Sellers pursuant to this Section 8.2
shall be effected by wire transfer of immediately available funds from Sellers
or Buyer, as the case may be, to an account(s) designated by the applicable
Buyer Party or Sellers, as the case may be, within ten days after the
determination thereof. Any such indemnification payments shall include interest
at the Applicable Rate calculated on the basis of the actual number of days
elapsed over 360, from the date any such Loss is suffered or sustained to the
date of payment. The Buyer Parties shall be entitled to (but shall not be
required to) set-off any amounts due or payable to any of the Buyer Parties by
Sellers pursuant to this Section 8.2 against any cash amounts otherwise due and
payable by any of the Buyer Parties or any of their Affiliates to Sellers
(including any amounts payable by Buyer in respect of the Earnout Payment
pursuant to Section 2.4). All indemnification payments under this Section 8.2
shall be deemed adjustments to the Purchase Price set forth in Section 2.3(a)
above.

                  (d) DEFENSE OF THIRD-PARTY CLAIMS. Any Person making a claim
for indemnification under this Section 8.2 (an "INDEMNITEE") shall notify the
indemnifying party (an "INDEMNITOR") of the claim in writing promptly after
receiving written notice of any action, lawsuit, proceeding, investigation or
other claim against it (if by a third party), describing the claim, the amount
thereof (if known and quantifiable) and the basis thereof; PROVIDED THAT the
failure to so notify an Indemnitor shall not relieve the Indemnitor of its
obligations hereunder except to the extent that (and only to the extent that)
such failure shall have caused the damages for which the Indemnitor is obligated
to be greater than such damages would have been had the Indemnitee given the
Indemnitor prompt notice hereunder. Any Indemnitor shall be entitled to
participate in the defense of such action, lawsuit, proceeding, investigation or
other claim giving rise to an Indemnitee's claim for indemnification at such
Indemnitor's expense, and at its option (subject to the limitations set forth
below) shall be entitled to assume the defense thereof by appointing a reputable
counsel reasonably acceptable to the Indemnitee to be the lead counsel in
connection with such defense; PROVIDED THAT prior to the Indemnitor assuming
control of such defense it shall first verify to the Indemnitee in writing that
such Indemnitor shall be fully responsible (with the exception of the $300,000
threshold amount to the extent not exceeded) for all liabilities and obligations
relating to such claim for indemnification and that it shall provide full
indemnification (with the exception of the $300,000 threshold amount to the
extent not exceeded) to the Indemnitee with respect to such action, lawsuit,
proceeding, investigation or other claim giving rise to such claim for
indemnification hereunder; and PROVIDED FURTHER, that:

                           (i)      the Indemnitee shall be entitled to
participate in the defense of such claim and to employ counsel of its choice for
such purpose; PROVIDED THAT the fees and expenses of such separate counsel shall
be borne by the Indemnitee (other than in the event Indemnitor is obligated to
indemnify Indemnitee with respect to such claim which fees and expenses shall be
borne by the Indemnitor, so long as they do not exceed more than 50% of
Indemnitor's fees and expenses with respect to such claim);

                                      -34-


                           (ii)     the Indemnitor shall not be entitled to
assume control of such defense (unless otherwise agreed to in writing by the
Indemnitee) and shall pay the fees and expenses of counsel retained by the
Indemnitee with respect to (1) any claim for indemnification to the extent
related any criminal or quasi-criminal proceeding, action, indictment,
allegation or investigation; (2) a claim in which the Indemnitee reasonably
believes an adverse determination with respect to the action, lawsuit,
investigation, proceeding or other claim giving rise to such claim for
indemnification would be materially detrimental to or materially injurious to
the Indemnitee's reputation or future business prospects; (3) any claim seeking
an injunction or equitable relief against the Indemnitee; (4) a claim in which
the Indemnitee has been advised by counsel that a reasonable likelihood exists
of a conflict of interest between the Indemnitor and the Indemnitee; (5) any
claim to the extent involving environmental matters in which case the Indemnitee
shall have sole control and management authority over the resolution of such
claim (including hiring legal counsel and environmental consultants, conducting
environmental investigations and cleanups, negotiating with governmental
agencies and third parties and defending or settling claims and actions);
PROVIDED THAT the Indemnitee shall keep the Indemnitor apprised of any major
developments relating to any environmental claim; or (6) upon petition by the
Indemnitee, the appropriate court rules that the Indemnitor failed or is failing
to vigorously prosecute or defend such claim; and

                           (iii)    if the Indemnitor shall control the
defense of any such claim, the Indemnitor shall obtain the prior written
consent of the Indemnitee before entering into any settlement of a claim or
ceasing to defend such claim if, pursuant to or as a result of such
settlement or cessation, injunctive or other equitable relief will be imposed
against the Indemnitee or if such settlement does not expressly and
unconditionally release the Indemnitee from all liabilities and obligations
with respect to such claim, without prejudice.

                    (e)    CERTAIN WAIVERS; ETC. Sellers hereby agree that they
shall not make any claim for indemnification against Buyer, the Company or any
of their respective Affiliates by reason of the fact that Sellers are or were a
shareholder, director, officer, employee or agent of the Company or any of its
Affiliates or are or were serving at the request of the Company or any of its
Affiliates as a partner, trustee, director, officer, employee or agent of
another entity (whether such claim is for judgments, damages, penalties, fines,
costs, amounts paid in settlement, losses, expenses or otherwise and whether
such claim is pursuant to any statute, charter document, bylaw, agreement or
otherwise) with respect to any action, suit, proceeding, complaint, claim or
demand brought by any of the Buyer Parties against Sellers pursuant to this
Agreement or applicable law or otherwise, and Sellers hereby acknowledge and
agree that they shall not have any claim or right to contribution or indemnity
from the Company or any of its Affiliates with respect to any amounts paid by
them pursuant to this Agreement. Except as provided in the immediately preceding
sentence, nothing in this Section 8.2(e), however, shall prohibit, restrict or
modify any right of the Sellers to receive indemnification from the Company to
the extent such Seller is otherwise entitled to indemnification pursuant to the
articles of incorporation or bylaws of the Company and applicable law with
respect to any claim which does not give rise to or evidence the existence of a
breach of any of the representations, warranties, covenants or agreements of the
Company or the Sellers contained in this Agreement. Except as provided in
Section 8.11, effective upon the Closing, Sellers hereby irrevocably waive,
release and discharge the Company and its Affiliates from any and all
liabilities and obligations to them of any kind or nature

                                      -35-



whatsoever, whether in his capacity as a shareholder, officer or director of the
Company or any of its Affiliates or otherwise (including in respect of any
rights of contribution or indemnification, but excluding compensation otherwise
payable as an employee of the Company for periods after the Company's last
regularly scheduled pay period), in each case whether absolute or contingent,
liquidated or unliquidated, known or unknown, and whether arising under any
agreement or understanding (other than this Agreement and any of the other
agreements executed and delivered in connection herewith) or otherwise at law or
equity, and Sellers agree that they shall not seek to recover any amounts in
connection therewith or thereunder from the Company or any of its Affiliates. In
no event shall the Company or any of its Affiliates have any liability
whatsoever to Sellers for any breaches of the representations, warranties,
agreements or covenants of the Company hereunder (other than agreements and
covenants to be performed by the Company after the Closing), and in any event
Sellers may not seek contribution from the Company or any of its Affiliates in
respect of any payments required to be made by Sellers pursuant to this
Agreement.

                  (f)      Notwithstanding anything in this Agreement to the
contrary, including, without limitation this Article 8:

                           (i)      except as specifically provided in Section
8.4 and Section 8.7 and except for fraud or intentional misrepresentation, the
remedies provided in this Section 8.2 shall constitute the sole and exclusive
remedies for recovery against a party to this Agreement for any dispute, breach
or default hereunder;

                           (ii)     Losses shall be reduced to the extent of
the amount of (i) any tax savings resulting from the indemnified matter to which
such Losses relate which are actually realized by the Indemnitee, and (ii) any
insurance proceeds paid to the Indemnitee resulting from the indemnified matter
to which such Losses relate;

                           (iii)    No fact, event, liability or circumstance
that reduces the Final Purchase Price may also serve as the basis for any claim
(to the extent of such reduction) for indemnification by Buyer against any of
the Sellers; and

                           (iv)     The parties expressly acknowledge and agree
that in no event shall any claim for Losses by Buyer be based, in any respect,
upon any multiple. In addition, Losses shall specifically exclude any punitive
damages.

         8.3  MUTUAL ASSISTANCE. Buyer, the Company and Sellers agree that they
will mutually cooperate in the expeditious filing of all notices, reports and
other filings with any governmental authority required to be submitted jointly
by the Company and Buyer in connection with the execution and delivery of this
Agreement and/or the other agreements contemplated hereby and the consummation
of the transactions contemplated hereby or thereby. Buyer shall pay the HSR
filing fee.

                                      -36-



         8.4      NON-COMPETITION; NON-SOLICITATION.

                  (a) Each Seller hereby acknowledges that he is familiar with
the Company's trade secrets and with other Confidential Information. Each Seller
acknowledges and agrees that the Company would be irreparably damaged if he were
to provide services to or otherwise participate in the business of any Person
competing with the Company in a similar business and that any such competition
by such Seller would result in a significant loss of goodwill by the Company.
Each Seller further acknowledges and agrees that the covenants and agreements
set forth in this Section 8.4 were a material inducement to Buyer to enter into
this Agreement and to perform its obligations hereunder, and that Buyer and its
stockholders would not obtain the benefit of the bargain set forth in this
Agreement as specifically negotiated by the parties hereto if such Seller
breached the provisions of this Section 8.4. Therefore, each Seller agrees, in
further consideration of the amounts to be paid hereunder for the Shares and the
goodwill of the Company sold by such Seller, that after the Closing and until
the fifth anniversary of the Closing, each Seller shall not (and shall cause his
Affiliates not to) directly or indirectly own any interest in, manage, control,
participate in (whether as an officer, director, employee, partner, agent,
representative or otherwise), consult with, render services for, or in any other
manner engage anywhere in the Restricted Territories in any business engaged
directly or indirectly in the business of providing outside plant or inside
plant engineering, design, project/construction management, turnkey, or
technical services to the telecommunications, CATV, and power industries;
PROVIDED THAT nothing herein shall prohibit any Seller or any Seller's Affiliate
from being a passive owner of not more than 5% of the outstanding stock of any
class of a corporation which is publicly traded so long as none of such Persons
has any active participation in the business of such corporation. For purposes
of this Agreement, "RESTRICTED TERRITORIES" shall mean the United States of
America. Each Seller acknowledges that the Company's business has been conducted
or is presently proposed to be conducted throughout the Restricted Territories
and that the geographic restrictions set forth above are reasonable and
necessary to protect the goodwill of the Company's business being sold by each
Seller pursuant to this Agreement.

                  (b) After the Closing and until the fifth anniversary of the
Closing, each Seller may not (and each Seller shall cause his Affiliates not to)
directly, or indirectly through another Person, (i) induce or attempt to induce
any employee of the Company or its Affiliates to leave the employ of the Company
or its Affiliates, or in any way interfere with the relationship between the
Company or its Affiliates and any employee thereof, (ii) hire any person who was
an employee of the Company or its Affiliates at any time during the six-month
period immediately prior to the date on which such hiring would take place (it
being conclusively presumed by the parties so as to avoid any disputes under
this Section 8.4(b) that any such hiring within such six-month period is in
violation of clause (i) above), or (iii) for so long as such Seller has
continuing obligations under Section 8.4(a) above, call on, solicit or service
any customer, supplier, licensee, licensor or other business relation of the
Company or its Affiliates (including any Person that was a customer, supplier or
other potential business relation of the Company or its Affiliates at any time
during the 12-month period immediately prior to such call, solicit or service)
for purposes of providing products or services in competition with the
businesses of the Company and its Affiliates, induce or attempt to induce such
Person to cease doing business with the Company or its Affiliates, or in any way
interfere with the relationship between any such customer, supplier, licensee or
business relation and the Company or its Affiliates (including making

                                      -37-



any negative statements or communications about the Company or its Affiliates
reasonably likely to harm the Company's or its Affiliates' customer or supplier
relations).

                  (c) If, at the time of enforcement of the covenants contained
in this Section 8.4 (the "RESTRICTIVE COVENANTS"), a court shall hold that the
duration, scope or area restrictions stated herein are unreasonable under
circumstances then existing, the parties agree that the maximum duration, scope
or area reasonable under such circumstances shall be substituted for the stated
duration, scope or area and that the court shall be allowed and directed to
revise the restrictions contained herein to cover the maximum period, scope and
area permitted by law. Each Seller has consulted with legal counsel regarding
the Restrictive Covenants and based on such consultation has determined and
hereby acknowledges that the Restrictive Covenants are reasonable in terms of
duration, scope and area restrictions and are necessary to protect the goodwill
of the Company's business and the substantial investment in the Company made by
Buyer hereunder. Each Seller further acknowledges and agrees that the
Restrictive Covenants are being entered into by him in connection with the sale
by such Seller of the Shares and the goodwill of the Company's business pursuant
to this Agreement and not directly or indirectly in connection with such
Seller's employment or other relationship with the Company.

                  (d) If any Seller or an Affiliate of any Seller breaches, or
threatens to commit a breach of, any of the Restrictive Covenants, the Company
shall have the following rights and remedies, each of which rights and remedies
shall be independent of the others and severally enforceable, and each of which
is in addition to, and not in lieu of, any other rights and remedies available
to the Company or its Affiliates at law or in equity:

                           (i)      the right and remedy to have the Restrictive
Covenants specifically enforced by any court of competent jurisdiction, it being
agreed that any breach or threatened breach of the Restrictive Covenants would
cause irreparable injury to the Company and that money damages would not provide
an adequate remedy to the Company; and

                           (ii)     the right and remedy to require such Seller
to account for and pay over to the Company any profits, monies, accruals,
increments or other benefits derived or received by such Person as the result of
any transactions constituting a breach of the Restrictive Covenants.

                  (e) In the event of any breach or violation by any Seller of
any of the Restrictive Covenants, the time period of such covenant shall be
tolled until such breach or violation is resolved.

         8.5 PRESS RELEASE AND ANNOUNCEMENTS. Unless required by law (in which
case each of Buyer and the Company agree to use reasonable efforts to consult
with the other party prior to any such disclosure as to the form and content of
such disclosure), after the date hereof and through and including the Closing
Date, no press releases, announcements to the employees, customers or suppliers
of the Company or other releases of information related to this Agreement or the
transactions contemplated hereby will be issued or released without the consent
of each of Buyer and the Company. After the Closing, Buyer and the Company may
issue any such releases of information without the consent of any other party
hereto.

                                      -38-


         8.6      EXPENSES. Except as set forth below, Sellers and Buyer shall
pay all of their own respective fees, costs and expenses (including fees, costs
and expenses of legal counsel, investment bankers, brokers or other
representatives and consultants and appraisal fees, costs and expenses) incurred
in connection with the negotiation of this Agreement, the performance of its
obligations hereunder and the consummation of the transactions contemplated
hereby. The Company shall pay all of the fees and expenses of Altman Kritzer &
Levick, P.C. in connection with the transactions contemplated hereby.

         8.7      SPECIFIC PERFORMANCE. Each of the Company, Sellers and Buyer
acknowledge and agree that the other parties would be damaged irreparably in the
event any of the provisions of this Agreement is not performed in accordance
with its specific terms or is otherwise breached. Accordingly, each of the
Company, Sellers and Buyer agree that the other parties shall be entitled to an
injunction or injunctions to prevent breaches of the provisions of this
Agreement and to enforce specifically this Agreement and the terms and
provisions hereof in any action instituted in any court in the United States or
in any state having jurisdiction over the parties and the matter in addition to
any other remedy to which they may be entitled pursuant hereto.

         8.8      ARBITRATION PROCEDURE.

                  (a) Each of Buyer and Sellers agree that the arbitration
procedure set forth below shall be the sole and exclusive method for resolving
and remedying claims for money damages arising out of the provisions this
Article VIII (the "DISPUTES") following the Closing; PROVIDED THAT nothing in
this Section 8.8 shall prohibit a party hereto from instituting litigation to
enforce any Final Determination (as defined below). The parties hereby
acknowledge and agree that, except as otherwise provided in this Section 8.8 or
in the Rules for Non-Administered Arbitration of Business Disputes (the "RULES")
promulgated by the Center for Public Resources Institute for Dispute Resolutions
(the "INSTITUTE") as in effect from time to time, the arbitration procedures and
any Final Determination hereunder shall be governed by, and shall be enforced
pursuant to, the United States Arbitration Act, 9 U.S.C. Section 1 Et. SEQ.

                  (b) In the event that any party asserts that there exists a
Dispute, such party shall deliver a written notice to each other party involved
therein specifying the nature of the asserted Dispute and requesting a meeting
to attempt to resolve the same. If no such resolution is reached within ten
business days after the delivery of such notice, the party delivering such
notice of Dispute (the "DISPUTING PERSON") may thereafter commence arbitration
hereunder by delivering to each other party involved therein a notice of
arbitration (a "NOTICE OF ARBITRATION"). Such Notice of Arbitration shall
specify the nature of any Dispute and any other matters required by the Rules as
in effect from time to time to be included therein. The Arbitrator shall permit
and facilitate such discovery as the party initiating such claim shall
reasonably request. Buyer and Sellers shall mutually agree upon one arbitrator
to resolve any Dispute pursuant to the procedures set forth in this Section 8.8
and the Rules.

                  (c) The arbitrator selected pursuant to Section 8.8(b) will
determine the allocation of the costs and expenses of arbitration based upon the
percentage which the portion of the contested amount not awarded to each party
bears to the amount actually contested by such party. For example,

                                      -39-



if Buyer submits a claim for $1,000 and if Sellers contest only $500 of the
amount claimed by Buyer, and if the arbitrator ultimately resolves the
dispute by awarding Buyer $300 of the $500 contested, then the costs and
expenses of arbitration will be allocated 60% (i.e., 300 divided by 500) to
Sellers and 40% (i.e., 200 divided by 500) to Buyer.

                  (d) The arbitration shall be conducted in Orlando, Florida
under the Rules as in effect from time to time. The arbitrator shall conduct the
arbitration so that a final result, determination, finding, judgment and/or
award (the "FINAL DETERMINATION") is made or rendered as soon as practicable,
but in no event later than 90 business days after the delivery of the Notice of
Arbitration nor later than 10 days following completion of the arbitration. The
Final Determination shall be final and binding on all parties and there shall be
no appeal from or reexamination of the Final Determination, except for fraud,
perjury, evident partiality or misconduct by an arbitrator prejudicing the
rights of any party and to correct manifest clerical errors.

                  (e) Buyer or Sellers may enforce any Final Determination in
any state or federal court of competent jurisdiction. For the purpose of any
action or proceeding instituted with respect to any Final Determination, each
party hereto hereby irrevocably submits to the jurisdiction of such courts,
irrevocably consents to the service of process by registered mail or personal
service and hereby irrevocably waives, to the fullest extent permitted by law,
any objection which it may have or hereafter have as to personal jurisdiction,
the laying of the venue of any such action or proceeding brought in any such
court and any claim that any such action or proceeding brought in any court has
been brought in an inconvenient forum.

         8.9      FURTHER ASSURANCES. In the event that at any time after the
Closing any further action is necessary or desirable to carry out the purposes
of this Agreement, each of the parties hereto will take such further action
(including the execution and delivery of such further instruments and documents)
as any other party hereto reasonably may request. Sellers acknowledge and agree
that, from and after the Closing, Buyer will be entitled to possession of all
documents, books, records (including Tax records), agreements and financial data
of any sort relating to the Company. Sellers shall not in any manner take any
action which is designed or intended to have the effect of discouraging
customers, suppliers, lessors, licensors and other business associates from
maintaining the same business relationships with the Company and its Affiliates
at any time after the date of this Agreement as were maintained with the Company
and its Affiliates prior to the date of this Agreement.

         8.10     CONFIDENTIALITY. Sellers agree not to disclose or use at any
time (and Sellers shall cause each of their Affiliates not to use or disclose at
any time) any Confidential Information, except to the extent that such
disclosure or use is directly related to and required by the performance of
Sellers' duties to the Company as an officer or employee. In the event any such
Seller or any Affiliates of a Seller is required by law to disclose any
Confidential Information, Sellers shall promptly notify Buyer in writing, which
notification shall include the nature of the legal requirement and the extent of
the required disclosure, and such Seller shall cooperate with Buyer and the
Company to preserve the confidentiality of such information consistent with
applicable law.

                                      -40-



         8.11     TAX MATTERS.

                  (a) TAX PERIODS ENDING ON OR BEFORE THE CLOSING DATE. Sellers
shall prepare or cause to be prepared and file or cause to be filed all Tax
Returns for the Company for all periods ending on or prior to the Closing Date
or for which the date of measurement for such Tax occurs prior to the Closing
Date which are filed after the Closing Date. All such Tax Returns shall be
prepared in accordance with past practice insofar as they relate to the Company.
Sellers shall permit Buyer to review and comment on each such Tax Return prior
to filing, and Sellers shall permit Buyer to prepare any portion of a Tax Return
that relates to the Section 338(h)(10) Election. Sellers shall reimburse Buyer
for all Pre-Closing Taxes with respect to such periods within fifteen (15) days
prior to any payment by Buyer or the Company of such Taxes but only to the
extent such Taxes are not accrued as a liability on the Closing Balance Sheet
and used to determine the Final Purchase Price pursuant to Section 2.3.
Notwithstanding any other provision of this Agreement, Sellers shall be liable
for, and shall indemnify and hold Buyer harmless against, all Taxes attributable
to or arising out of the failure of the Company to be qualified as an "S
corporation" at any time and all Taxes (including Taxes resulting from a Section
338(h)(10) Election) imposed on the Company under Section 1374 and any similar
provision of state or local law.

                  (b) TAX PERIODS BEGINNING BEFORE AND ENDING AFTER THE CLOSING
DATE. Buyer shall prepare or cause to be prepared and file or cause to be filed
any Tax Returns of the Company for Tax periods which begin before the Closing
Date and end after the Closing Date ("STRADDLE TAX RETURNS"). Buyer shall permit
Sellers to review and comment on each such Tax Return prior to filing and shall
prepare such Tax Returns in accordance with the Company's past practice insofar
as they relate to the Company and as long as such practice is in accordance with
applicable law. The portion of any Tax liability of the Company which must be
paid in connection with the filing of a Straddle Tax Return, to the extent
attributable to any period or portion of a period ending on or before the
Closing Date, excluding any income Tax liability of the Company resulting from a
Section 338(h)(10) Election, shall be referred to herein as "PRE-CLOSING TAXES."
Sellers shall pay to Buyer an amount equal to the Pre- Closing Taxes due with
any Straddle Tax Returns (to the extent such Taxes are not accrued as a
liability on the Closing Balance Sheet used to determine the Final Purchase
Price pursuant to Section 2.3) at least ten (10) days before Buyer is required
to cause to be paid the related Tax liability. Where the Pre-Closing Taxes
involve a period which begins before and ends after the Closing Date, such Pre-
Closing Taxes shall be calculated as though the taxable year of the Company
terminated as of the close of business on the Closing Date; PROVIDED, HOWEVER,
that in the case of a tax not based on income, receipts, proceeds, profits or
similar items, Pre-Closing Taxes shall be equal to the amount of tax for the
taxable period multiplied by a fraction, the numerator of which shall be the
number of days from the beginning of the taxable period through the Closing Date
and the denominator of which shall be the number of days in the taxable period.
All determinations necessary to give effect to the foregoing allocations shall
be made in a manner consistent with prior practice of the Company.
Notwithstanding the foregoing, Sellers shall be liable for, and shall indemnify
and hold Buyer harmless against, all Taxes attributable to or arising out of the
failure of the Company to be qualified as an "S corporation" at any time and all
Taxes (including Taxes resulting from a Section 338(h)(10) Election) imposed on
the Company under Code Section 1374 and any similar state or local law.

                                      -41-


                  (c)      SECTION 338(h)(10) ELECTION.

                           (i)      At Buyer's election (by written notice to
the Sellers), each of the Sellers and Buyer will make an election under Code
Section 338(h)(10) (and any corresponding provisions of state, local, or foreign
law) (collectively, a "SECTION 338(h)(10) ELECTION") for the Company with
respect to the purchase and sale of the Shares. Sellers shall sign on a timely
basis all federal and state forms used to make a Section 338(h)(10) Election
requiring its signature, which forms shall be provided to Sellers at least 30
days prior to the required filing date.

                           (ii)     If Buyer elects to make a Section 338(h)(10)
Election, Buyer shall pay each Seller, no later than 10 days prior to the date
that such Seller's income taxes associated with the Section 338(h)(10) Election
are due, an amount in cash equal to (1) the excess, if any, of the federal,
state and local income taxes of such Seller as a result of the sale of the
Shares with a Section 338(h)(10) Election over the amount of the federal, state
and local income taxes that would have been imposed on such Seller if no Section
338(h)(10) Election had been made plus (2) an amount equal to the Taxes payable
by the Sellers with respect to the amount paid to them in clause (1).

                           (iii)    Promptly after the Closing Date, Sellers
shall provide to Buyer any information (including Tax elections made by or on
behalf of Sellers) reasonably requested by Buyer in connection with its filing
of a Section 338(h)(10) Election.

                           (iv)     The Purchase Price and other relevant items
shall be allocated among the assets of the Company in accordance with their fair
market values as reasonably determined by Buyer, in accordance with Code Section
1060 and the regulations thereunder, which allocation shall be binding upon
Sellers. Buyer shall deliver a schedule setting forth the fair market value of
the assets and such allocation within ninety (90) days after the Closing Date.
Buyer and Sellers shall file any Tax Returns and any other governmental filings
on a basis consistent with such allocation of fair market value.

                  (d)      CERTAIN TAXES. All transfer, documentary, sales, use,
stamp, registration and other such Taxes and fees (including any penalties and
interest) incurred in connection with this Agreement (including any corporate
level gains tax triggered by the sale of the Company's stock), shall be paid by
Sellers when due, and Sellers will, at its own expense, file all necessary Tax
Returns and other documentation with respect to such transfer, documentary,
sales, use, stamp, registration and other Taxes and fees, and, if requested by
applicable law, Buyer will, and will cause the Companies to, join in the
execution of any such Tax Returns and documentation.

                  (e)      COOPERATION ON TAX MATTERS.

                           (i)      Sellers, the Company and Buyer shall
cooperate fully, as and to the extent reasonably requested by the other party,
in connection with the filing of Tax Returns pursuant to this Section 8.11 and
any audit, litigation or other proceeding with respect to Taxes. Such
cooperation shall include signing any Tax Return, amended Tax Returns, claims or
other documents reasonably necessary to settle any Tax controversy, the
retention and (upon the other party's request)

                                      -42-


the provision of records and information which are reasonably relevant to any
such audit, litigation or other proceeding and making employees available on a
mutually convenient basis to provide additional information and explanation of
any material provided hereunder. Sellers, the Company and Buyer agree to retain
all books and records with respect to Tax matters pertinent to the Company
relating to any taxable period beginning before the Closing Date until the
expiration of the statute of limitations (and, to the extent notified by any
party hereto, any extensions thereof) of the respective taxable periods, and to
abide by all record retention agreements entered into with any taxing authority
and to give each of the parties reasonable written notice prior to transferring,
destroying or discarding any such books and records and, if the other party so
requests, a party shall allow the other party to take possession of such books
and records or copies thereof.

                           (ii) Buyer shall have the right to participate in any
Tax proceeding related to a pre-Closing Tax year of the Company which may have
the effect of increasing Buyer's or the Company's Tax liability for any Tax
period ending after the Closing, and Sellers shall not settle or compromise any
such proceeding without Buyer's prior written consent; PROVIDED HOWEVER, Buyer
hereby agrees to consent if Sellers fully indemnify Buyer for any increase in
Buyer's or the Company's Tax liability. Buyer shall not file an amended Tax
Return including the Company for any period ending before the Closing, if such
amendment would have the effect of increasing the Tax liability of the Sellers,
without the prior written consent of the Sellers.

                           (iii) Buyer and Sellers further agree, upon request
by the other, to use their best efforts to obtain any certificate or other
document from any governmental authority or any other Person as may be necessary
to mitigate, reduce or eliminate any Tax that could be imposed (including, but
not limited to, with respect to the transactions contemplated hereby).

                           (iv)  Without the prior written consent (which shall
not be unreasonably withheld) of Buyer, neither Sellers nor the Company shall
make or change any election, change an annual accounting period, file any
amended Tax Return, enter into any closing agreement, settle any Tax claim or
assessment relating to the Company, surrender any right to claim a refund of
Taxes, or take any other similar action, or omit to take any action relating to
the filing of any Tax Return or the payment of any Tax, if such action or
omission would have the effect of increasing the present or future Tax liability
or decreasing any present or future Tax asset of the Company, Buyer or any
Affiliate of Buyer. Sellers shall notify Buyer of any consent to any extension
or waiver of the limitation period applicable to any Tax claim or assessment
relating to the Company within fifteen (15) days of making such consent or
waiver.

         8.12 EMPLOYMENT AGREEMENTS. On the Closing, the Company shall enter
into each of the Employment Agreements and if the Company does not do so the
Buyer shall cause the Company immediately after the Closing to execute such
agreements.

                                      -43-




                                   ARTICLE IX

                                  MISCELLANEOUS

         9.1 AMENDMENT AND WAIVER. This Agreement may be amended, and any
provision of this Agreement may be waived; PROVIDED THAT any such amendment or
waiver will be binding upon the Sellers only if such amendment or waiver is set
forth in a writing executed by Sellers, and any such amendment or waiver will be
binding upon the Company and Buyer only if such amendment or waiver is set forth
in a writing executed by Buyer or the Company, as the case may be. No course of
dealing between or among any Persons having any interest in this Agreement shall
be deemed effective to modify, amend or discharge any part of this Agreement or
any rights or obligations of any Person under or by reason of this Agreement. 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.

         9.2 NOTICES. All notices, demands and other communications to be given
or delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given (i) when personally delivered,
sent by telecopy (with hard copy to follow) or one day after being sent by
reputable overnight express courier (charges prepaid), or (ii) three days
following mailing by certified or registered mail, postage prepaid and return
receipt requested. Unless another address is specified in writing, notices,
demands and communications to Sellers, the Company and Buyer shall be sent to
the addresses indicated below:

NOTICES TO THE SELLERS:

Utility Consultants, Inc.
1810 Water Place
Suite 200
Atlanta, Georgia 30339
Attn:    Irvin Gunter
         Ronald Lipham
Telecopy: (770) 955-9955

WITH A COPY TO (WHICH SHALL NOT CONSTITUTE
NOTICE TO THE SELLERS):

Altman, Kritzer & Levick P.C.
6400 Powers Ferry Road, NW
Suite 224
Atlanta, Georgia 30339
Attn:    Theodore I. Blum
Telecopy:  (770) 303-1169


                                      -44-





NOTICES TO THE COMPANY AND BUYER:

Linc.net, Inc.
6303 Blue Lagoon Drive, Suite 305
Miami, FL 33126
Attn:    Ismael Perera
Telecopy: (305) 266-0875

WITH COPIES TO (WHICH SHALL NOT CONSTITUTE NOTICE TO THE COMPANY OR BUYER):

First Chicago Equity Capital
55 W. Monroe
16th Floor
Chicago, IL 60670
Attn:    Burton E. McGillivray
Telecopy: (312) 732-7483

Saunders Karp & Megrue, L.P.
262 Harbor Drive
4th Floor
Stamford, CT 06902
Attn:    Timothy B. Armstrong
Telecopy:    (203) 708-6677

Kirkland & Ellis
200 East Randolph
Chicago, IL 60601
         Attn:    Ted H. Zook
         E. Paul Quinn
Telecopy:    (312) 861-2200


         9.3 SUCCESSORS AND ASSIGNS. This Agreement and all of the covenants and
agreements contained herein and rights, interests or obligations hereunder, by
or on behalf of any of the parties hereto, shall bind and inure to the benefit
of the respective heirs, successors and assigns of the parties hereto whether so
expressed or not, except that neither this Agreement nor any of the covenants
and agreements herein or rights, interests or obligations hereunder may be
assigned or delegated by Sellers without the prior written consent of Buyer.
Buyer may assign its rights and obligations hereunder (including its right to
purchase the Shares), in whole or in part, to any of its Affiliates without the
consent of any of the other parties hereto; PROVIDED that after such assignment
Buyer shall remain fully and primarily liable for the payment and performance of
Buyer's obligations hereunder if Buyer's assignee is unable to pay or perform.
In addition, Buyer may assign its rights and obligations pursuant to this
Agreement, in whole or in part, in connection with any disposition or transfer
of all or any portion of the Company or its respective businesses in any form of
transaction without the consent

                                      -45-



of any of the other parties hereto. Buyer and, following the Closing, the
Company may assign any or all of its rights pursuant to this Agreement,
including its rights to indemnification, to any of its lenders as collateral
security.

         9.4 SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or
invalid under applicable law, such provision will be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.

         9.5 INTERPRETATION. The headings and captions used in this Agreement,
in any Schedule or Exhibit hereto, in the table of contents or in any index
hereto are for convenience of reference only and do not constitute a part of
this Agreement and shall not be deemed to limit, characterize or in any way
affect any provision of this Agreement or any Schedule or Exhibit hereto, and
all provisions of this Agreement and the Schedules and Exhibits hereto shall be
enforced and construed as if no caption or heading had been used herein or
therein. Any capitalized terms used in any Schedule or Exhibit attached hereto
and not otherwise defined therein shall have the meanings set forth in this
Agreement. Each defined term used in this Agreement shall have a comparable
meaning when used in its plural or singular form. The use of the word
"including" herein shall mean "including without limitation" and, unless the
context otherwise required, "neither," "nor," "any," "either" and "or" shall not
be exclusive. The parties hereto intend that each representation, warranty and
covenant contained herein shall have independent significance. The parties have
participated jointly in the negotiation and drafting of this Agreement. In the
event an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the parties, and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any of the provisions of this Agreement.

         9.6 CAPTIONS. The captions used in this Agreement are for convenience
of reference only and do not constitute a part of this Agreement and shall not
be deemed to limit, characterize or in any way affect any provision of this
Agreement, and all provisions of this Agreement shall be enforced and construed
as if no caption had been used in this Agreement.

         9.7 NO THIRD-PARTY BENEFICIARIES. Nothing herein expressed or implied
is intended or shall be construed to confer upon or give to any Person other
than the parties hereto and their respective permitted successors and assigns,
any rights or remedies under or by reason of this Agreement, such third parties
specifically including employees and creditors of the Company.

         9.8 COMPLETE AGREEMENT. This Agreement and the agreements and documents
referred to herein contain the entire agreement and understanding between the
parties with respect to the subject matter hereof and supersede all prior
agreements and understandings, whether written or oral, relating to such subject
matter in any way, including, but not limited to, that certain letter agreement
dated October 15, 1999 by and among the Company, the Sellers and Linc.net.

                                      -46-



         9.9 COUNTERPARTS. This Agreement may be executed in one or more
counterparts (including by means of telecopied signature pages), all of which
taken together shall constitute one and the same instrument.

         9.10 DELIVERY BY FACSIMILE. This Agreement and any signed agreement or
instrument entered into in connection with this Agreement, and any amendments
hereto or thereto, to the extent signed and delivered by means of a facsimile
machine, shall be treated in all manner and respects as an original agreement or
instrument and shall be considered to have the same binding legal effect as if
it were the original signed version thereof delivered in person. At the request
of any party hereto or to any such agreement or instrument, each other party
hereto or thereto shall re-execute original forms thereof and deliver them to
all other parties. No party hereto or to any such agreement or instrument shall
raise the use of a facsimile machine to deliver a signature or the fact that any
signature or agreement or instrument was transmitted or communicated through the
use of a facsimile machine as a defense to the formation of a contract and each
such party forever waives any such defense.

         9.11 GOVERNING LAW. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by
the internal law of the State of Georgia without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of Georgia or any
other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of Georgia.

         9.12 SCHEDULES. Nothing in any schedule attached hereto shall be
adequate to disclose an exception to a representation or warranty made in this
Agreement unless such schedule identifies the exception with reasonable
particularity and describes the relevant facts in reasonable detail. Without
limiting the generality of the foregoing, the mere listing (or inclusion of a
copy) of a document or other item shall not be adequate to disclose an exception
to a representation or warranty made in this Agreement, unless the
representation or warranty has to do with the existence of the document or other
item itself. No exceptions to any representations or warranties disclosed on one
schedule shall constitute an exception to any other representations or
warranties made in this Agreement unless the exception is disclosed as provided
herein on each such other applicable schedule or cross-referenced in such other
applicable section or schedule.

                                    * * * * *


                                      -47-



                  IN WITNESS WHEREOF, the parties hereto have executed this
Stock Purchase Agreement on the date first written above.

                           LINC.NET ACQUISITION CORP.


                           By:_________________________________
                           Name:
                           Title:


                            UTILITY CONSULTANTS, INC.



                             By:________________________________
                             Name:
                             Title:



                              -----------------------------------
                              Irvin Gunter


                              -----------------------------------
                              Ronald Lipham







                               SCHEDULE OF SELLERS




                                 Number of          Percentage
                                   Shares              Owned
                                 ---------          ----------
                                              
         Irvin Gunter               26,000                80
         Ronald Lipham               6,500                20
                                 ---------          ----------

                                   32,500              100%

EX-2.8

                                                                 Exhibit No. 2.8
                                                                 ---------------

                                                                [EXECUTION COPY]

================================================================================









                            ASSET PURCHASE AGREEMENT

                                  by and among

                          COMMUNICOR CORPORATION - USA,

                          THE PRINCIPALS NAMED HEREIN,

                              CERTAIN OTHER PERSONS

                                       and

                       COMMUNICOR TELECOMMUNICATIONS, INC.






                            Dated as of May 10, 2000




================================================================================










                                TABLE OF CONTENTS



                                                                                                               Page

                                                                                                           
ARTICLE I

         CERTAIN DEFINITIONS......................................................................................1
         1.1         Definitions..................................................................................1

ARTICLE II

         PURCHASE AND SALE OF THE PURCHASED ASSETS................................................................7
         2.1         Basic Transaction............................................................................7
         2.2         Assumption of Liabilities...................................................................10
         2.3         Closing Transactions........................................................................12
         2.4         Purchase Price..............................................................................13
         2.5         Allocation of the Purchase Price............................................................15
         2.6         Nonassignable Contracts.....................................................................16

ARTICLE III

         CONDITIONS TO CLOSING...................................................................................16
         3.1         Conditions to Buyer's Obligations...........................................................16
         3.2         Conditions to the Seller Parties' Obligations...............................................19

ARTICLE IV

         [Intentionally Omitted].................................................................................20

ARTICLE V

         REPRESENTATIONS AND WARRANTIES
         CONCERNING THE SELLER PARTIES...........................................................................20
         5.1         Capacity, Organization, Corporate Power and Licenses........................................20
         5.2         Authorization; Noncontravention.............................................................21
         5.3         Subsidiaries................................................................................21
         5.4         Financial Statements........................................................................21
         5.5         Inventory...................................................................................22
         5.6         Absence of Undisclosed Liabilities..........................................................22
         5.7         No Material Adverse Effect..................................................................23

                                        -i-





                         TABLE OF CONTENTS (continued)                                                         Page

                                                                                                           
         5.8         Absence of Certain Developments.............................................................23
         5.9         Assets......................................................................................25
         5.10        Contracts and Commitments...................................................................26
         5.11        Intellectual Property Rights................................................................28
         5.12        Litigation..................................................................................29
         5.13        Compliance with Laws........................................................................29
         5.14        Environmental and Safety Matters............................................................30
         5.15        Employees...................................................................................31
         5.16        Employee Benefit Plans......................................................................31
         5.17        Insurance...................................................................................32
         5.18        Tax Matters.................................................................................33
         5.19        Brokerage and Transaction Bonuses...........................................................34
         5.20        Names and Locations.........................................................................34
         5.21        Affiliated Transactions.....................................................................34
         5.22        Service Warranties..........................................................................34
         5.23        Customers and Suppliers.....................................................................35
         5.24        Disclosure..................................................................................35

ARTICLE VI

         REPRESENTATIONS AND WARRANTIES OF BUYER.................................................................35
         6.1         Organization and Power......................................................................35
         6.2         Capitalization..............................................................................36
         6.3         Authorization...............................................................................36
         6.4         No Violation................................................................................36
         6.5         Governmental Authorities and Consents.......................................................36
         6.6         Litigation..................................................................................36
         6.7         Brokerage...................................................................................36

ARTICLE VII

         [Intentionally Omitted].................................................................................37

ARTICLE VIII

         ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING..........................................................37
         8.1         Survival of Representations and Warranties..................................................37
         8.2         Indemnification.............................................................................38


                                      -ii-


                         TABLE OF CONTENTS (continued)


                                                                                                               Page

                                                                                                           
         8.3         Mutual Assistance...........................................................................41
         8.4         Press Release and Announcements.............................................................42
         8.5         Expenses....................................................................................42
         8.6         Specific Performance........................................................................42
         8.7         Arbitration Procedure.......................................................................42
         8.8         Further Assurances..........................................................................43
         8.9         Confidentiality.............................................................................44
         8.10        Tax Matters.................................................................................44
         8.11        Employee and Related Matters................................................................44
         8.12        Name Change.................................................................................46
         8.13        Nuline Equipment............................................................................46
         8.14        Insurance Transition........................................................................46

ARTICLE IX

         MISCELLANEOUS...........................................................................................46
         9.1         Amendment and Waiver........................................................................46
         9.2         Notices.....................................................................................47
         9.3         Successors and Assigns......................................................................48
         9.4         Severability................................................................................48
         9.5         Interpretation..............................................................................49
         9.6         Captions....................................................................................49
         9.7         No Third-Party Beneficiaries................................................................49
         9.8         Complete Agreement..........................................................................49
         9.9         Counterparts................................................................................49
         9.10        Delivery by Facsimile.......................................................................50
         9.11        Governing Law...............................................................................50
         9.12        Schedules...................................................................................50
         9.13        Bulk Transfer Laws..........................................................................50
         9.14        Linc.net Guarantee..........................................................................50

                                      -iii-






                              EXHIBITS AND SCHEDULES


EXHIBITS:

Exhibit A            -     Escrow Agreement
Exhibit B            -     Employment Agreement
Exhibit C            -     Consulting Agreement
Exhibit D            -     Securities Acquisition Agreement
Exhibit E            -     Amended and Restated Stockholders Agreement
Exhibit F            -     Amended and Restated Registration Agreement
Exhibit G            -     Form of Opinion of Counsel for Seller Parties
Exhibit H            -     Real Estate Lease
Exhibit I            -     Pledge Agreement

SCHEDULES

Permitted Liens Schedule
Contracts Schedule
Tangible Assets Schedule
Permits Schedule
Purchase Price Allocation Schedule
Restrictions Schedule
Qualifications Schedule
Officers and Directors Schedule
Financial Statements Schedule
Liabilities Schedule
Developments Schedule
Assets Schedule
Leased Real Property Schedule
Intellectual Property Schedule
Litigation Schedule
Compliance Schedule
Environmental Schedule
Employees Schedule
Employee Benefits Schedule
Insurance Schedule
Taxes Schedule
Names and Locations Schedule
Affiliated Transactions Schedule
Customers and Suppliers Schedule

                                      -iv-



Buyer Brokerage Schedule
Indemnification Schedule
Insurance Transition Schedule





                                      -v-








                            ASSET PURCHASE AGREEMENT

          THIS ASSET PURCHASE AGREEMENT (this "AGREEMENT") is made and entered
into as of May 10, 2000, by and among Communicor Corporation - USA, an Arizona
corporation (the "SELLER"), Charlie R. Lundgren ("LUNDGREN"), Gardner H. Altman,
Jr. ("ALTMAN") and Stanley D. Lebakken ("LEBAKKEN" and together with Altman and
Lundgren, the "PRINCIPALS"), Transwest, Inc., a Minnesota corporation
("TRANSWEST"), Transwestsouth, Inc., a North Carolina corporation
("TRANSWESTSOUTH"), Stanley D. Lebakken, individually and doing business as
dealer under the name Transwest, and Charles R. Lundgren, individually and doing
business as dealer under the name Transwest (together, the "DEALERS"), Char
Stan, Inc., a Delaware corporation ("CHAR STAN"), AsTraKel International, Ltd.,
a Delaware corporation ("ASTRAKEL"), Communications Construction Corporation, a
Delaware corporation ("CCC"), Communicor Telecommunications, Inc., a Delaware
corporation ("BUYER"), and Linc.net, Inc., a Delaware corporation and parent of
Buyer ("LINC.NET"). Seller, the Principals, Transwest, Transwestsouth, Dealers,
Char Stan and CCC are referred to collectively herein as the "SELLER PARTIES."

          WHEREAS, Seller is engaged in the business of the installation,
maintenance, construction and project management of telecommunications networks
(the "BUSINESS");

          WHEREAS, certain other Seller Parties have assets used in the
Business; and

          WHEREAS, subject to the terms and conditions set forth in this
Agreement, Buyer desires to purchase from Seller and Seller desires to sell to
Buyer all of the Purchased Assets (as defined in Section 2.1(a) below) and
pursuant to other agreements herein described, the remaining Seller Parties
desire to sell and Buyer desires to buy certain other assets used in the
Business.

          NOW, THEREFORE, in consideration of the mutual covenants, agreements
and understandings contained herein and intending to be legally bound, the
parties hereto hereby agree as follows:

                                    ARTICLE I

                               CERTAIN DEFINITIONS

     1.1  DEFINITIONS. For the purposes of this Agreement, the following terms
have the meanings set forth below:

          "AFFILIATE" of any particular Person means any other Person
controlling, controlled by or under common control with such Person. For
purposes of this definition, "CONTROL" (including the terms "CONTROLLING,"
"CONTROLLED BY" and "UNDER COMMON CONTROL WITH") means the possession, direct or
indirect, of the power to direct or cause the direction of the management and
policies of a




Person, whether through the ownership of voting securities, by contract or
otherwise, and such "control" will be presumed if any Person owns 10% or more of
the voting capital stock or other ownership interests, directly or indirectly,
of any other Person.

          "AFFILIATED GROUP" means an affiliated group as defined in Section
1504 of the Code (or any analogous combined, consolidated or unitary group
defined under state, local or foreign income tax law) of which Seller is or has
been a member.

          "APPLICABLE RATE" means the prime rate of interest reported from time
to time by the Wall Street Journal.

          "BANK" means PNC Bank National Association or such other financial
institution as shall be selected by Buyer.

          "CERCLA" means the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended.

          "CODE" means the Internal Revenue Code of 1986, as amended, and any
reference to any particular Code section shall be interpreted to include any
revision of or successor to that section regardless of how numbered or
classified.

          "CONFIDENTIAL INFORMATION" means all information of a confidential or
proprietary nature (whether or not specifically labeled or identified as
"confidential"), in any form or medium, that relates to the business, financial
condition and results (whether historical or projected), products, services or
research or development of Seller or its suppliers, distributors, customers,
independent contractors or other business relations. Confidential Information
includes, but is not limited to, the following: (i) internal business
information (including information relating to strategic and staffing plans and
practices, business, training, marketing, promotional and sales plans and
practices, cost, rate and pricing structures and accounting and business
methods); (ii) identities of, individual requirements of, specific contractual
arrangements with, and information about, Seller's suppliers, distributors,
customers, independent contractors or other business relations and their
confidential information; (iii) trade secrets, know-how, compilations of data
and analyses, techniques, systems, formulae, recipes, research, records,
reports, manuals, documentation, models, data and data bases relating thereto;
(iv) inventions, innovations, improvements, developments, methods, designs,
analyses, drawings, reports and all similar or related information (whether or
not patentable); and (v) other Intellectual Property Rights.

          "ENCUMBRANCE" means any lien, charge, security interest, claim,
pledge, Tax, option, warrant, right, contract, call, commitment, equity, demand,
proxy, voting agreement, restriction on transfer (other than restrictions on
transfer under the Securities Act and applicable state securities laws) or other
encumbrance.


                                      -2-


          "ENVIRONMENTAL AND SAFETY REQUIREMENTS" means all federal, state,
local and foreign statutes, regulations, ordinances and other provisions having
the force or effect of law, all judicial and administrative orders and
determinations, all contractual obligations and all common law, in each case
concerning public health and safety, worker health and safety and pollution or
protection of the environment (including all those relating to the presence,
use, production, generation, handling, transport, treatment, storage, disposal,
distribution, labeling, testing, processing, discharge, release, threatened
release, control or cleanup of any hazardous or otherwise regulated materials,
substances or wastes, chemical substances or mixtures, pesticides, pollutants,
contaminants, toxic chemicals, petroleum products or byproducts, asbestos,
polychlorinated biphenyls, noise, radiation or radon), each as amended and as
now or hereafter in effect.

          "ESCROW AGREEMENT" means the escrow agreement in the form of EXHIBIT A
attached hereto.

          "ESCROW AMOUNT" means $1,000,000.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

          "EXECUTIVE SECURITIES" means the shares of Linc.net's Series B
Preferred Stock and Common Stock issued to Lundgren, Lebakken and AsTraKel
pursuant to the respective Securities Acquisition Agreements between Lundgren
and Linc.net, between Lebakken and Linc.net, and among AsTraKel, Altman and
Linc.net, respectively, and the CCC Merger Agreement and the Char Stan Merger
Agreement.

          "GAAP" means United States generally accepted accounting principles,
as in effect from time to time.

          "GUARANTY" means any agreement, undertaking or arrangement by which
any Person guarantees, endorses or otherwise becomes or is contingently liable
upon the debt, obligation or other liability of any other Person (other than by
endorsements of instruments in the ordinary course of collection), or guaranties
of the payment of dividends or other distributions upon the shares of any other
Person.

          "HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

          "INDEBTEDNESS" means, with respect to any Person at any date, without
duplication: (i) all obligations of such Person for borrowed money or in respect
of loans or advances, (ii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments or debt securities, (iii) all
obligations in respect of letters of credit and bankers' acceptances issued for
the account of such Person, (iv) all obligations arising from cash/book
overdrafts, (v) all obligations arising from deferred compensation arrangements,
(vi) all obligations of such Person secured by a


                                      -3-


Lien, (vii) all Guaranties of such Person in connection with any of the
foregoing, (viii) all capital lease obligations, (ix) all deferred rent, (x) all
indebtedness for the deferred purchase price of property or services with
respect to which a Person is liable, contingently or otherwise, as obligor or
otherwise (other than trade payables incurred in the ordinary course of business
which are not past due) and (xi) all accrued interest, prepayment premiums or
penalties related to any of the foregoing.

          "INTELLECTUAL PROPERTY RIGHTS" means all (i) patents, patent
applications, patent disclosures and inventions, (ii) Internet domain names,
trademarks, service marks, trade dress, trade names, logos and corporate names
and registrations and applications for registration thereof together with all of
the goodwill associated therewith, (iii) copyrights (registered or unregistered)
and copyrightable works and registrations and applications for registration
thereof, (iv) mask works and registrations and applications for registration
thereof, (v) computer software, data, data bases and documentation thereof, (vi)
trade secrets and other confidential information (including ideas, formulas,
recipes, compositions, inventions (whether patentable or unpatentable and
whether or not reduced to practice), know-how, manufacturing and production
processes and techniques, research and development information, drawings,
specifications, designs, plans, proposals, technical data, copyrightable works,
financial and marketing plans and customer and supplier lists and information),
(vii) other intellectual property rights and (viii) copies and tangible
embodiments thereof (in whatever form or medium).

          "INVESTMENT" as applied to any Person means (i) any direct or indirect
purchase or other acquisition by such Person of any notes, obligations,
instruments, stock, securities or ownership interest (including limited
liability company interests, partnership interests and joint venture interests)
of any other Person and (ii) any capital contribution by such Person to any
other Person.

          "LIEN" means any mortgage, pledge, hypothecation, lien (statutory or
otherwise), preference, priority, security interest, security agreement,
easement, covenant, restriction or other encumbrance of any kind or nature
whatsoever (including any conditional sale or other title retention agreement
and any lease having substantially the same effect as any of the foregoing and
any assignment or deposit arrangement in the nature of a security device).

          "MATERIAL ADVERSE EFFECT" means a material and adverse effect or
development upon the business, operations, assets, liabilities, financial
condition, value, business prospects, operating results, cash flow, net worth or
employee, customer or supplier relations of Seller.

          "NET CURRENT ASSETS" means as of any date of determination, the excess
of Seller's total prepaid expenses (other than prepaid insurance) and work in
process of the Purchased Assets as of such date over Seller's total accounts
payable and accrued expenses of the Assumed Liabilities as of such date
determined in accordance with GAAP. In determining total prepaid expenses and
work in process of the Purchased Assets and total accounts payable and accrued
expenses of the


                                      -4-


Assumed Liabilities hereunder, (i) all accounting entries shall be taken into
account regardless of their amount and all errors and omissions corrected, and
(ii) all proper adjustments and accruals shall be made in accordance with GAAP.

          "PERMITTED LIENS" means (i) Liens that are set forth on the PERMITTED
LIENS SCHEDULE attached hereto, (ii) Liens for Taxes not delinquent or the
validity of which are being contested in good faith by appropriate proceedings
and as to which adequate reserves have been established on Seller's financial
statements in accordance with GAAP, (iii) statutory landlord's, mechanic's,
carrier's, workmen's, repairmen's or other similar Liens arising or incurred in
the ordinary course of business and (iv) Liens arising from zoning ordinances.

          "PERSON" means any individual, sole proprietorship, partnership, joint
venture, trust, unincorporated association, corporation, limited liability
company, entity or governmental entity (whether federal, state, county, city or
otherwise and including any instrumentality, division, agency or department
thereof).

          "PRINCIPAL REPRESENTATIONS" means the representations and warranties
contained in (i) the first two and last sentences of Section 5.2
(Authorization/Noncontravention), the first sentence of Section 5.9(a) (Assets),
Section 5.14 (Environmental and Safety Matters), Section 5.16 (Employee Benefit
Plans), Section 5.18 (Tax Matters), Section 5.19 (Brokerage and Transaction
Bonuses) and Section 5.21 (Affiliated Transactions) of this Agreement; (ii) the
first two and last sentences of Section 5.2 (Authorization; Noncontravention)
and the first sentence of Section 5.3 (Title to Assets) of the Equipment
Purchase Agreement; (iii) the first two and last sentences of Section 5.2
(Authorization; Noncontravention) of the Goodwill Purchase Agreement; (iv)
Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two
and last sentences of Section 5.3 (Authorization; Noncontravention), Section
5.11 (Environmental and Safety Matters), Section 5.13 (Employee Benefit Plans),
Section 5.14 (Tax Matters), Section 5.15 (Brokerage and Transaction Bonuses) and
Section 5.18 (Affiliated Transactions) of the CCC Merger Agreement; and (v)
Section 5.2 (Capital Stock and Related Matters; Title to Shares), the first two
and last sentences of Section 5.3 (Authorization; Noncontravention), the first
two sentences of Section 5.4 (Assets), Section 5.11 (Environmental and Safety
Matters), Section 5.13 (Employee Benefit Plans), Section 5.14 (Tax Matters),
Section 5.15 (Brokerage and Transaction Bonuses) and Section 5.18 (Affiliated
Transactions) of the Char Stan Merger Agreement.

          "SECURITIES ACT" means the Securities Act of 1933, as amended, or any
similar federal law then in force.

          "SELLER REPRESENTATIVE" means Gardner H. Altman, Jr.

          "SELLER TRANSACTION" means any (a) reorganization, liquidation,
dissolution or recapitalization of Seller, (b) merger or consolidation involving
Seller, (c) purchase or sale of any



                                      -5-


assets or capital stock (or any rights to acquire, or securities convertible
into or exchangeable for, any such capital stock) of Seller (other than the
purchase and sale of inventory and capital equipment in the ordinary course of
business consistent with past custom and practice), or (d) similar transaction
or business combination involving Seller or its business or assets.

          "SUBSIDIARY" means, with respect to any Person, any corporation,
partnership, limited liability company, association or other business entity of
which (i) if a corporation, a majority of the total voting power of shares of
stock entitled (irrespective of whether, at the time, stock of any other class
or classes of such corporation shall have or might have voting power by reason
of the happening of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly or
indirectly, by that Person or one or more of the other Subsidiaries of that
Person or a combination thereof, or (ii) if a partnership, limited liability
company, association or other business entity, either (A) a majority of the
partnership or other similar ownership interest thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more Subsidiaries
of that Person or a combination thereof, or (B) such Person is a general
partner, managing member or managing director of such partnership, limited
liability company, association or other entity.

          "SYSTEM OWNERS" means the companies with whom Seller has executed
cable installation contracts as identified on the CONTRACTS SCHEDULE.

          "TFC" means Tescor Financial Corporation, the factor of the accounts
receivable of Seller.

          "TAX" means any (i) federal, state, local or foreign income, gross
receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use,
transfer, registration, value added, excise, natural resources, severance,
stamp, occupation, premium, windfall profit, environmental, customs, duties,
real property, personal property, capital stock, social security, unemployment,
disability, payroll, license, employee or other withholding, or other tax, of
any kind whatsoever, including any interest, penalties or additions to tax or
additional amounts in respect of the foregoing; (ii) liability of Seller for the
payment of any amounts of the type described in clause (i) above arising as a
result of being (or ceasing to be) a member of any Affiliated Group (or being
included (or required to be included) in any Tax Return relating thereto); and
(iii) liability of Seller for the payment of any amounts of the type described
in clause (i) above as a result of any express or implied obligation to
indemnify or otherwise assume or succeed to the liability of any other Person.

          "TAX RETURNS" means returns, declarations, reports, claims for refund,
information returns or other documents (including any related or supporting
schedules, statements or information) filed or required to be filed in
connection with the determination, assessment or collection of any Taxes of any
party or the administration of any laws, regulations or administrative
requirements relating to any Taxes.


                                      -6-



          "TREASURY REGULATIONS" means the United States Treasury Regulations
promulgated under the Code, and any reference to any particular Treasury
Regulation section shall be interpreted to include any final or temporary
revision of or successor to that section regardless of how numbered or
classified.


                                   ARTICLE II

                    PURCHASE AND SALE OF THE PURCHASED ASSETS


     2.1  BASIC TRANSACTION.

          (a)  PURCHASED ASSETS. On the terms and subject to the conditions set
forth in this Agreement, Buyer shall purchase from Seller, and Seller shall
sell, convey, assign, transfer and deliver to Buyer on the Closing Date, all of
Seller's right, title and interest as of the Closing Date in all properties,
assets and rights of any kind, whether tangible or intangible, real or personal
(except for the Excluded Assets), related to or used in the Business (the
"PURCHASED ASSETS"), free and clear of all liens, charges, encumbrances and
restrictions of whatever nature (other than Permitted Liens), including the
following:

               (i)   all unbilled work in process under all pending contracts
     with System Owners and other customers of Seller (collectively, the "WIP");

               (ii)  all Intellectual Property Rights which are owned by, issued
     to or licensed to Seller and which are used in the Business, along with all
     income, royalties, damages and payments due or payable as of the Closing
     Date or thereafter (including damages and payments for past, present or
     future infringements or misappropriations thereof, the right to sue and
     recover for past infringements or misappropriations thereof and any and all
     corresponding rights that, now or hereafter, may be secured throughout the
     world);

               (iii) all of the contracts, licenses, leases and other agreements
     to which Seller is a party including without limitation, those described on
     the attached CONTRACTS SCHEDULE (other than Excluded Assets) including a
     list of any leased machinery and equipment and the fair market value
     thereof (collectively, the "ASSUMED CONTRACTS");

               (iv)  all leasehold improvements and all machinery, equipment
     (including all vehicles and office equipment), fixtures, trade fixtures,
     computers and related software, tooling, molds, dies and furniture,
     including those identified on the attached TANGIBLE ASSETS SCHEDULE;


                                      -7-



               (v)    all office supplies, production supplies and other
     supplies, spare parts, other miscellaneous supplies and other tangible
     property of any kind;

               (vi)   all prepayments and prepaid expenses (other than those
     related to Excluded Assets or Excluded Liabilities), employee advances (to
     the extent relating to Transferred Employees) and cash deposits;

               (vii)  all claims, causes of action, chooses in action, rights of
     recovery and rights of set-off of any kind including with respect to any of
     Seller's policies of insurance (other than those related to Excluded
     Assets, Excluded Liabilities or the Seller Parties' obligations to
     indemnify under this Agreement);

               (viii) the right to receive and retain mail and other
     communications (other than those related to Excluded Assets or Excluded
     Liabilities);

               (ix)   all lists, records and other information pertaining to
     accounts, Transferred Employees and referral sources; all lists and records
     pertaining to suppliers and customers; and all studies, plans, books,
     ledgers, files and business records of every kind (including all financial,
     business and marketing plans and information); in each case whether
     evidenced in writing, electronic data (including by computer) or otherwise;

               (x)    all advertising, marketing and promotional materials, all
     archival materials and all other printed or written materials;

               (xi)   all permits, licenses, certifications, authorizations and
     approvals from all permitting, licensing, accrediting and certifying
     agencies (including all of the foregoing listed or described on the
     attached PERMITS SCHEDULE) which are assignable by their terms or
     assignable with the consent of the applicable agencies, and the rights to
     all data and records held by such agencies;

               (xii)  all rights and use of the name "Communicor Corporation"
     and derivations thereof in connection with the Business or otherwise;

               (xiii) System Owner vendor numbers;

               (xiv)  all goodwill of Seller as a going concern; and

               (xv)   all other properties, assets and rights owned by Seller as
     of the Closing Date, or in which Seller has an interest, and which are
     related to or used in the Business, and which are not otherwise Excluded
     Assets.



                                      -8-



          (b)  EXCLUDED ASSETS. Notwithstanding the foregoing, the following
properties, assets and rights (the "EXCLUDED ASSETS") are expressly excluded
from the purchase and sale contemplated hereby and, as such, are not included in
the Purchased Assets:

              (i)    Seller's corporate charter, qualifications to conduct
       business as a foreign corporation, arrangements with registered agents
       relating to foreign qualifications, taxpayer and other identification
       numbers, seals, minute books, stock transfer books and blank stock
       certificates and other documents relating to the organization,
       maintenance and existence of Seller as a corporation;

              (ii)   all cash and cash equivalents;

              (iii)  all trade accounts receivable;

              (iv)   all retainages withheld from Seller by System Owners
       relating to any work done prior to the Closing Date;

              (v)    all remittances payable to Seller by TFC and Capital
       Resource Funding ("CRF") in connection with the factoring by TFC and CRF,
       respectively, of the trade accounts receivable of Seller;

              (vi)   the factoring of trade accounts receivable agreements
       between Seller and each of TFC and CRF;

              (vii)  the Glendale, Arizona residential lease agreement between
       Seller and Lebakken;

              (viii) any claim of Seller against Communication Technologies
       Companies, Inc. or its successors or assigns by operation of law or
       otherwise;

              (ix)   the insurance policies related to representation and
       warranty insurance listed as items 2, 3, 4 and 5 on the attached
       INSURANCE SCHEDULE;

              (x)    Seller's rights under or pursuant to this Agreement and the
       Schedules and Exhibits attached hereto; and

              (xi)   all other assets, properties or contracts of Seller
       specifically listed or described on the EXCLUDED ASSETS SCHEDULE.


                                      -9-



     2.2  ASSUMPTION OF LIABILITIES

          (a)  ASSUMED LIABILITIES. Subject to the conditions set forth in this
Agreement, in addition to the Purchase Price and as additional consideration for
the Purchased Assets, Buyer shall assume on the Closing Date and shall pay,
discharge or perform when due the following obligations and liabilities of
Seller (collectively, the "ASSUMED LIABILITIES"):

               (i)  all trade accounts payable and accrued expenses reflected on
     the books and records of Seller as of the Closing Date and incurred in the
     ordinary course of business (except (A) to the extent related to any of the
     Excluded Assets, (B) those which represent Affiliate payables, (C) any
     liabilities for Taxes, (D) Excluded Liabilities and (E) any liability or
     obligation arising out of or in connection with any breach, violation or
     default in respect thereof occurring on or prior to the Closing Date
     including service warranty of Seller related thereto other than service
     warranty of Seller for which Seller has fully performed the service
     warranty work thereof as of the date of this Agreement); PROVIDED THAT such
     trade accounts payable and accrued expenses shall not include any legal,
     accounting, brokerage or other professional fees and expenses incurred by
     Seller or the Seller Parties in connection with the transactions
     contemplated hereby or the Goodwill Purchase Agreement, the Equipment
     Purchase Agreement, the CCC Merger Agreement or the Char Stan Merger
     Agreement; and

               (ii) the liabilities and obligations of Seller under the Assumed
     Contracts and other written agreements, leases, contracts and commitments
     entered into in the ordinary course of business which are not required by
     the terms of this Agreement to be listed on the CONTRACTS SCHEDULE
     requiring performance by Seller on or after the Closing and which are
     validly assigned to Buyer (but excluding any liability or obligation
     arising out of or in connection with any breach, violation or default in
     respect thereof occurring on or prior to the Closing Date including service
     warranty of Seller related thereto other than service warranty of Seller
     for which Seller has fully performed the service warranty work thereof as
     of the date of this Agreement).

          (b)  EXCLUDED LIABILITIES. Notwithstanding anything to the contrary in
this Agreement, Buyer shall not assume or in any way become liable for any of
Seller's debts, liabilities or obligations of any nature whatsoever (other than
the Assumed Liabilities), whether accrued, absolute, contingent or otherwise,
whether known or unknown, whether due or to become due, whether related to the
Business or the Purchased Assets and whether disclosed on the Schedules attached
hereto, and regardless of when or by whom asserted, including:

               (i)  any of Seller's liabilities or obligations under this
     Agreement and the Schedules and Exhibits attached hereto;



                                      -10-



               (ii)   any of Seller's liabilities or obligations for expenses or
     fees incident to or arising out of the negotiation, preparation, approval
     or authorization of this Agreement or the consummation (or preparation for
     the consummation) of the transactions contemplated hereby (including all
     attorneys' and accountants' fees and brokerage fees);

               (iii)  any liability or obligation of Seller for Taxes, including
     any liability or obligation of Seller in respect of any amount of federal,
     state, local or other Taxes (including interest, penalties and additions to
     such Taxes) which are imposed on or measured by the income of Seller for
     any period or taxes in connection with any "bulk sales" or "transfer" laws
     or which are imposed by certain jurisdictions for failing to qualify to do
     business in such jurisdictions;

               (iv)   any liability or obligation under or with respect to any
     Seller employee benefit plan or any other employee benefit plan, program,
     policy or arrangement presently or formerly maintained or contributed to by
     any member of the controlled group of companies (as such term is defined in
     Section 414 of the Code) of which Seller is or was a member, or with
     respect to which Seller or such controlled group member has any liability;

               (v)    any liabilities or obligations with respect to any
     products or services that were sold or rendered prior to the Closing,
     including product or service liability and infringement claims and any
     related claims and litigation;

               (vi)   any of Seller's liabilities or obligations for sick pay,
     bonuses or other payments or liabilities of any kind to any Business
     Employees (other than liabilities for employee salaries accrued as a
     liability on the Closing Balance Sheet);

               (vii)  any of Seller's liabilities or obligations relating to
     Business Employees who are offered employment by Buyer in accordance with
     Section 8.12 below, but who do not become Transferred Employees;

               (viii) any liability or obligation relating to workers'
     compensation claims which were filed or presented on or before the Closing
     Date or which are filed or presented after the Closing Date but relate to
     claims and/or injuries first arising on or before the Closing Date;

               (ix)   any of Seller's liabilities or obligations (A) arising by
     reason of any violation or alleged violation of any federal, state, local
     or foreign law or any requirement of any governmental authority, (B)
     arising under any Environmental and Safety Requirements or (C) arising by
     reason of any breach or alleged breach by Seller of any agreement,
     contract, lease, license, commitment, instrument, judgment, order or
     decree;


                                      -11-



               (x)    any of Seller's liabilities or obligations relating to any
     legal action, proceeding or claim arising out of or in connection with
     Seller's conduct of the Business or any other conduct of Seller, Seller's
     officers, directors, employees, consultants, agents or advisors on or prior
     to the Closing Date;

               (xi)   any of Seller's liabilities or obligations for
     Indebtedness;

               (xii)  any payables to Affiliates of Seller or the Principals,
     including but not limited to, Transwest, Char Stan and TFC;

               (xiii) any of Seller's liabilities or obligations relating to the
     proposed acquisition of Communicor Corporation, a North Carolina
     corporation ("COMMUNICOR CORPORATION"), or Seller by Communications
     Technology Companies, Inc. or its successors or assigns by operation of law
     or otherwise, including, but not limited to, any promissory note(s) issued
     by Communicor Corporation or Seller in connection therewith;

               (xiv)  any of Seller's liabilities or obligations relating to the
     Communicor Southwest Joint Venture or Masoud Shirazi (other than
     compensation for services performed by Masoud Shirazi prior to the Closing
     Date in connection with his employment with Seller);

               (xv)   any liabilities or obligations in respect of any of the
     Excluded Assets (including under any contracts, leases, commitments or
     understandings related thereto); and

               (xvi)  any other liabilities or obligations of Seller not
     expressly assumed by Buyer pursuant to Section 2.2(a) above (clauses (i)
     through (xvi) are collectively referred to herein as the "EXCLUDED
     LIABILITIES").

For purposes of determining Excluded Liabilities, "SELLER" shall be deemed to
include all Affiliates of Seller and any predecessors to Seller and any Person
with respect to which Seller is a successor-in-interest (including by operation
of law, merger, liquidation, consolidation, assignment, assumption or
otherwise). Each of Seller and the other Seller Parties hereby acknowledges that
it is retaining or otherwise responsible for the Excluded Liabilities, and
Seller shall pay, discharge and perform all such liabilities and obligations
promptly when due.

     2.3  CLOSING TRANSACTIONS

          (a)  CLOSING. The closing of the transactions contemplated by this
Agreement (the "CLOSING") shall take place at the offices of Kirkland & Ellis in
Chicago, Illinois, at 9:00 a.m. local time on May 10, 2000, or at such other
time or place as is mutually agreeable to the parties, or, if any of the
conditions to Closing set forth in ARTICLE III have not been satisfied at or
waived by the party entitled to the benefit thereof on or prior to such date, on
the second business day following



                                      -12-


satisfaction or waiver of such conditions (the "CLOSING DATE"). This Agreement
shall not be effective until all deliveries required by Section 2.3(b) have been
made and all conditions required by Section 3.1 and Section 3.2 have been
satisfied or waived.

          (b)  DELIVERIES. At the Closing:

               (i)   Buyer shall pay to Seller an amount equal to the Estimated
     Purchase Price LESS the Escrow Amount, by wire transfer of immediately
     available funds to the account designated by Seller and Buyer shall assume
     the Assumed Liabilities by delivery of an appropriate instrument to Seller;

               (ii)  Buyer shall deliver the Escrow Amount to the Escrow Agent
     for deposit into an escrow account established pursuant to the terms of the
     Escrow Agreement;

               (iii) Seller shall convey all of the Purchased Assets to Buyer
     and shall deliver to Buyer such appropriately executed instruments of sale,
     transfer, assignment, conveyance and delivery, warranty deeds, warranty
     assignments of leases, assignments, vehicle titles, transfer tax
     declarations and all other instruments of conveyance which are necessary or
     desirable to effect transfer to Buyer of good and marketable title to the
     Purchased Assets (free and clear of all liens, charges, security interests,
     encumbrances and restrictions of whatever nature, other than Permitted
     Liens), including documents acceptable for recordation in the United States
     Patent and Trademark Office, the United States Copyright Office and any
     other similar domestic or foreign office, department or agency (it being
     understood that all of the foregoing shall be satisfactory in form and
     substance to Buyer and its counsel);

               (iv)  Seller and Buyer, as applicable, shall deliver the
     certificates and other documents and instruments required to be delivered
     by or on behalf of such party under Article III below.

     2.4  PURCHASE PRICE

          (a)  The aggregate purchase price to be paid for the Purchased Assets
(the "PURCHASE PRICE") shall be an amount equal to $12,250,000, minus (i) an
amount equal to the sum of (A) the Purchase Price (as such term is defined in
the Goodwill Purchase Agreement), (B) the Purchase Price (as such term is
defined in the Equipment Purchase Agreement) (the "GOODWILL PURCHASE PRICE"),
and (C) $1,000,000 (representing the value of the stock consideration delivered
in connection with the CCC Merger Agreement and the Char Stan Merger Agreement)
and MINUS (ii) an amount equal to the amount (if any) by which the Net Current
Assets of Seller as of the Closing Date as shown on the Closing Balance Sheet
(as defined in Section 2.4(c) below and as prepared in accordance with the
provisions thereof) (the "CLOSING NET CURRENT ASSETS") is less than $3,000,000.
In addition to delivering the Purchase Price consideration, Buyer shall assume
the Assumed Liabilities. Notwithstanding anything to the contrary in this
Agreement or the Goodwill



                                      -13-


Purchase Agreement, the allocation of the aggregate purchase price between this
Agreement and the Goodwill Purchase Agreement shall be reallocated, if
necessary, from the Goodwill Purchase Price to the Purchase Price to the extent
that the fair market value of the Purchased Assets as finally determined
pursuant to Section 2.4(c) exceeds the sum of the Purchase Price plus the value
of the Assumed Liabilities as finally determined pursuant to Section 2.4(c).

          (b)  At the Closing, Buyer shall pay to Seller in the manner described
in clause (i) of Section 2.3(b) above an amount equal to the Purchase Price, as
estimated in good faith by Buyer and Seller (including an estimate of the
components of the Purchase Price), not less than two days prior to the Closing
(the "ESTIMATED PURCHASE PRICE").

          (c)  Within 120 days following the Closing Date, Buyer shall deliver
to the Seller Representative a balance sheet of Seller as of the end of the
business day immediately preceding the Closing Date for the purpose of
calculating the Closing Net Current Assets (in its final and binding form, the
"CLOSING BALANCE SHEET"), setting forth the Closing Net Current Assets and the
resulting Purchase Price calculated with reference to such amounts. The Closing
Net Current Assets shall include all known adjustments required in a year-end
closing of the books and shall be prepared first in accordance with GAAP and
second in a manner consistent with the accounting principles used to prepare
Seller's Latest Balance Sheet. Seller shall cooperate as reasonably requested in
connection with the preparation of the Closing Balance Sheet. During the 20-day
period immediately following the Seller Representative's receipt of the Closing
Balance Sheet, Seller shall be permitted to review the Buyer's books and records
and the Buyer's working papers related to the preparation of the Closing Balance
Sheet and determination of the Purchase Price. The Closing Balance Sheet shall
become final and binding upon the parties 20 days following the Seller
Representative's receipt thereof, unless Seller shall give written notice of its
disagreement (a "NOTICE OF DISAGREEMENT") to Buyer prior to such date. Any
Notice of Disagreement shall specify in reasonable detail the nature and dollar
amount of any disagreement so asserted and shall be delivered only if (and to
the extent that) Seller reasonably and in good faith determines that the Closing
Balance Sheet and the resulting Purchase Price calculated with reference thereto
delivered by Buyer has not been determined in accordance with the guidelines and
procedures set forth in this Agreement. If a timely Notice of Disagreement is
received by Buyer, then the Closing Balance Sheet (as revised in accordance with
clause (x) or (y) below) shall become final and binding upon the parties on the
earliest of (x) the date the parties resolve in writing any differences they
have with respect to the matters specified in the Notice of Disagreement or (y)
the date all matters in dispute are finally resolved in writing by the
Accounting Firm (defined below). During the 20 days following delivery of a
Notice of Disagreement, the Parties shall seek in good faith to resolve in
writing any differences which they have with respect to the matters specified in
the Notice of Disagreement. Following delivery of a Notice of Disagreement,
Buyer and its agents and representatives shall be permitted to review Seller's
and their representatives' working papers relating to the Notice of
Disagreement. At the end of the 20-day period referred to above, the parties
shall submit to a mutually satisfactory independent "big-five" accounting firm
other than Ernst & Young LLP for review and resolution of all matters (but only
such matters) that remain in dispute and that were properly included in the
Notice of Disagreement. If the parties are unable to mutually agree upon an
accounting firm, Buyer and the Seller Representative shall select by lot a
"big-five" accounting firm



                                      -14-


other than Ernst & Young LLP. The parties shall instruct the accounting firm
ultimately agreed upon or selected by lot under this Section 2.4(c) (the
"ACCOUNTING FIRM") to make a final determination of the Closing Net Current
Assets and the resulting Purchase Price calculated with reference to such
amounts to the extent such amounts are in dispute, in accordance with the
guidelines and procedures set forth in this Agreement. The Parties will
cooperate with the accounting firm during the term of its engagement. The
Parties shall instruct the Accounting Firm to not assign a value to any item in
dispute greater than the greatest value for such item assigned by Buyer, on the
one hand, or Seller, on the other hand, or less than the smallest value for such
item assigned by Buyer, on the one hand, or Seller, on the other hand. The
Parties shall also instruct the Accounting Firm to make its determination based
solely on presentations by Buyer and Seller which are in accordance with the
guidelines and procedures set forth in this Agreement (i.e., not on the basis of
an independent review). The Closing Balance Sheet and the determination of the
Closing Net Current Assets and the resulting Purchase Price calculated with
reference thereto shall become final and binding on the Parties on the date the
Accounting Firm delivers its final resolution in writing to the parties (which
final resolution shall be requested by the Parties to be delivered not more than
45 days following submission of such disputed matters). The fees and expenses of
the Accounting Firm shall be paid (i) by Seller, if the Purchase Price as
finally determined by the Accounting Firm is not at least 10% greater than
Buyer's calculation of the Purchase Price, or (ii) by Buyer, if the Purchase
Price as finally determined by the Accounting Firm is at least 10% greater than
Buyer's calculation of the Purchase Price.

          (d)  Promptly after the Closing Balance Sheet and the determination of
the Closing Net Current Assets and the resulting Purchase Price calculated with
reference to such amounts become final and binding on the parties under Section
2.4(c) above, the Estimated Purchase Price shall be recalculated by giving
effect to the final and binding Closing Net Current Assets (as recalculated, the
"FINAL PURCHASE PRICE"). If the Estimated Purchase Price is greater than the
Final Purchase Price, Seller shall, and if the Final Purchase Price is greater
than the Estimated Purchase Price, Buyer shall, within three business days after
the Closing Balance Sheet becomes final and binding on the parties, make payment
by wire transfer to Buyer or Seller, as the case may be, in immediately
available funds of the amount of such difference, together with interest thereon
at a rate per annum equal to the Applicable Rate, calculated on the basis of the
actual number of days elapsed over 360, from the Closing Date to the date of
payment.

     2.5  ALLOCATION OF THE PURCHASE PRICE. Seller shall in good faith
determine the fair market value of the Purchased Assets with the consent of
Buyer (which consent will not be unreasonably withheld) and shall set forth
such fair market values on a PURCHASE PRICE ALLOCATION SCHEDULE (an example
of which is set forth on the attached PURCHASE PRICE ALLOCATION SCHEDULE)
which shall be deemed to be part of this Agreement. For tax purposes, the
Purchase Price and the Assumed Liabilities shall be allocated among the
Purchased Assets consistent with the fair market values thereof set forth on
the PURCHASE PRICE ALLOCATION SCHEDULE and in accordance with Section 1060 of
the Code. In such case, neither Buyer nor Seller, nor any of their respective
Affiliates, shall take any position in any income tax return or income tax
audit which is inconsistent with the PURCHASE PRICE ALLOCATION SCHEDULE
unless required to do so by Section 1060 of the code, and any similar state
statute that is

                                      -15-


applicable, at least 60 days prior to filing such returns and shall discuss in
good faith any modification suggested by the receiving party.

     2.6  NONASSIGNABLE CONTRACTS To the extent that the assignment hereunder
by Seller to Buyer of any Assumed Contract is not permitted or is not
permitted without the consent of any other party to such Assumed Contract,
this Agreement shall not be deemed to constitute an assignment of any such
Assumed Contract if such consent is not given or if such assignment otherwise
would constitute a breach of, or cause a loss of contractual benefits under,
any such Assumed Contract, and Buyer shall assume no obligations or
liabilities under any such Assumed Contract. Seller shall use its best
efforts to advise Buyer promptly in writing with respect to any Assumed
Contract which Seller knows or has substantial reason to believe will or may
not be subject to assignment to Buyer hereunder. Without in any way limiting
Seller's obligation to obtain all consents and waivers necessary for the
sale, transfer, assignment and delivery of the Assumed Contracts and the
Purchased Assets to Buyer hereunder, if any such consent is not obtained or
if such assignment is not permitted irrespective of consent and the Closing
hereunder is consummated, Seller shall cooperate with Buyer following the
Closing Date in any reasonable arrangement designed to provide Buyer with the
rights and benefits (subject to the obligations) under such Assumed Contract,
including enforcement for the benefit of Buyer of any and all rights of
Seller against any other party arising out of any breach or cancellation of
any such Assumed Contract by such other party and, if requested by Buyer,
acting as an agent on behalf of Buyer or as Buyer shall otherwise reasonably
require.

                                   ARTICLE III

                             CONDITIONS TO CLOSING

     3.1  CONDITIONS TO BUYER'S OBLIGATIONS. The obligation of Buyer to
consummate the transactions contemplated by this Agreement is subject to the
satisfaction of the following conditions on or prior to the Closing Date:

          (a)  The representations and warranties in Article V hereof that are
subject to materiality qualifications shall be true and correct in all respects
at and as of the Closing and the representations and warranties contained in
Article V hereof that are not subject to materiality qualifications shall be
true and correct in all material respects at and as of the Closing, and each of
the Seller Parties shall have performed in all material respects all of the
covenants and agreements required to be performed by the Seller Parties
hereunder;

          (b)  Seller Parties shall have received or obtained all third-party
consents and approvals that are necessary (i) for the consummation of the
transactions contemplated hereby or (ii) to prevent a breach of or default
under, or a termination, modification or acceleration of, any instrument,
contract, lease, license or other agreement identified with an asterisk on the
attached RESTRICTIONS SCHEDULE (collectively, the "THIRD-PARTY APPROVALS"), in
each case on terms reasonably satisfactory to Buyer;

                                      -16-


          (c)  Buyer and Seller shall have received or obtained all governmental
and regulatory consents, approvals, licenses and authorizations that are
necessary (i) for the consummation of the transactions contemplated hereby or
(ii) for Buyer to own and operate the Business following the Closing, in each
case on terms and conditions reasonably satisfactory to Buyer, and all
applicable waiting periods under the HSR Act shall have expired or been
terminated (collectively, the "GOVERNMENTAL APPROVALS");

          (d)  No suit, action or other proceeding shall be pending or
threatened before any court or governmental or regulatory official, body or
authority or any arbitrator wherein an unfavorable injunction, judgment, order,
decree, ruling or charge would (i) prevent the performance of this Agreement or
the consummation of any of the transactions contemplated hereby or declare
unlawful any of the transactions contemplated hereby, (ii) cause any of the
transactions contemplated by this Agreement to be rescinded following
consummation, (iii) affect adversely the right of Buyer to own or operate the
Business or (iv) affect adversely the right of the Buyer to own the Purchased
Assets, and no such injunction, judgment, order, decree or ruling shall have
been entered or be in effect;

          (e)  Since October 31, 1999, there shall have been no material adverse
change or development in the business, financial condition, value, operating
results, assets, operations, business prospects, cash flow, net worth or
customer, supplier or employee relations of Seller;

          (f)  Buyer shall have received all of the financing it needs in order
to consummate the transactions contemplated hereby and fund the working capital
requirements of Seller following the Closing (in each case on terms and
conditions satisfactory to Buyer in its discretion);

          (g)  Seller shall have obtained and delivered to Buyer a letter of
consent, estoppel certificate and landlord lien waiver agreement and an
assignment agreement from each lessor of the Leased Realty each in form and
substance reasonably satisfactory to Buyer and Buyer's lender and their special
counsel and such other related items as Buyer and Buyer's lender may reasonably
request;

          (h)  The respective employment arrangements between Seller and each of
Stanley D. Lebakken and Charles R. Lundgren shall have been terminated, and each
of Stanley D. Lebakken and Charles R. Lundgren shall have entered into an
agreement for employment with the Buyer or one of its Affiliates, each in form
substantially the same as that attached hereto as EXHIBIT B (the "EMPLOYMENT
AGREEMENTS"), and all of such agreements shall be in full force and effect at
the Closing;

          (i)  The employment arrangement between Seller and Gardner H. Altman,
Jr. shall have been terminated and Gardner H. Altman, Jr., P.A. shall have
entered into a consulting agreement with the Buyer or one of its Affiliates, in
form substantially the same as that attached hereto as EXHIBIT C (the
"CONSULTING AGREEMENT"), and such agreement shall be in full force and effect at
the Closing;

          (j)  Each of the Principals and AsTraKel shall have entered into a
securities acquisition agreement with Linc.net, each in form substantially the
same as that attached hereto as

                                      -17-


EXHIBIT D (the "SECURITIES ACQUISITION AGREEMENTS"), and all of such agreements
shall be in full force and effect at the Closing;

          (k)  Each of AsTraKel, Lundgren and Lebakken shall have entered into
the Amended and Restated Stockholders Agreement among Linc.net and the
stockholders of Linc.net, dated as of December 21, 1999, attached hereto as
EXHIBIT E (the "STOCKHOLDERS AGREEMENT"), and such agreement shall be in full
force and effect at the Closing;

          (l)  Each of AsTraKel, Lundgren and Lebakken shall have entered into
the Amended and Restated Registration Agreement among Linc.net and the
stockholders of Linc.net, dated as of December 21, 1999, attached hereto as
EXHIBIT F (the "REGISTRATION AGREEMENT"), and such agreement shall be in full
force and effect at the Closing;

          (m)  Each of the Seller Parties and the Escrow Agent shall have
executed and delivered the Escrow Agreement, and the Escrow Agreement shall be
in full force and effect as of the Closing and shall not have been amended or
modified;

          (n)  Buyer shall have received from counsel for the Seller Parties, an
opinion with respect to the matters set forth in EXHIBIT G attached hereto,
which shall be addressed to Buyer and Buyer's lenders, dated as of the Closing
Date, and in form and substance reasonably satisfactory to Buyer and Buyer's
lenders;

          (o)  The Principals shall have entered into that certain Goodwill
Purchase Agreement dated as of the Closing Date, by and among the Principals and
the Buyer or one of its Affiliates the ("GOODWILL PURCHASE AGREEMENT"),
Transwest shall have entered into that certain Equipment Purchase Agreement,
dated as of the Closing Date, by and between Transwest and Buyer (the "EQUIPMENT
PURCHASE AGREEMENT"), Communications Construction Corporation shall have entered
into that certain Merger Agreement, dated as of the Closing Date, with the Buyer
or one of Buyer's Affiliates (the "CCC MERGER AGREEMENT"), and Char Stan shall
have entered into that certain Merger Agreement, dated as of the Closing Date,
with the Buyer or one of Buyer's Affiliates (the "CHAR STAN MERGER AGREEMENT");

          (p)  Buyer shall have entered into an agreement for the lease of 6100
Industry Avenue, Anoka, Minnesota with AsTraKel in form substantially the same
as that attached hereto as EXHIBIT H (the "REAL ESTATE LEASE"), and the Real
Estate Lease shall be in full force and effect at the Closing;

          (q)  Seller shall have obtained releases of all Liens (other than any
Permitted Liens) relating to the Purchased Assets and Seller shall have obtained
and delivered to Buyer and Buyer's lenders payoff letters with respect to all
Indebtedness for borrowed money outstanding as of the Closing (in each case on
terms and conditions satisfactory to Buyer);


                                      -18-


          (r)  Seller shall have converted from a "close corporation" to a
corporation organized pursuant to Chapter 2, Article 1 of the Arizona Business
Corporation Act;

          (s)  At the Closing, Seller shall have delivered to Buyer (i) a
certificate signed by Seller, dated the date of the Closing, stating that the
conditions specified in subsections (a) through (r) above (other than
subsections (f) and (n) above) have been satisfied as of the Closing; (ii) a
certificate from Seller and the Principals indicating their good faith and best
estimates of the Closing Net Current Assets and the resulting Estimated Purchase
Price; (iii) copies of all Third-Party Approvals and Governmental Approvals;
(iv) certified copies of the resolutions of Seller's board of directors and the
stockholders authorizing the execution, delivery and performance of this
Agreement and the other agreements contemplated hereby and the consummation of
the transactions contemplated hereby and thereby; (v) good standing certificates
for Seller from its jurisdiction of incorporation and each jurisdiction in which
Seller is qualified to do business as a foreign corporation, in each case dated
as of a recent date prior to the Closing Date; and (vi) such other documents or
instruments as are required to be delivered by Seller or the Principals at the
Closing pursuant to the terms hereof or that Buyer reasonably requests to effect
the transactions contemplated hereby.

          All proceedings to be taken by the Seller Parties in connection with
the consummation of the transactions contemplated hereby and all certificates,
instruments and other documents required to effect the transactions contemplated
hereby reasonably requested by Buyer shall be reasonably satisfactory in form
and substance to Buyer and its special counsel. Any condition specified in this
Section 3.1 may be waived by Buyer if such waiver is set forth in a writing duly
executed by Buyer.

     3.2  CONDITIONS TO THE SELLER PARTIES' OBLIGATIONS. The obligation of
the Seller Parties to consummate the transactions contemplated by this
Agreement is subject to the satisfaction of the following conditions at or
prior to the Closing:

          (a)  The representations and warranties made in Article VI hereof
shall be true and correct in all material respects at and as of the Closing
Date, and Buyer shall have performed in all material respects all the covenants
and agreements required to be performed by Buyer hereunder;

          (b)  All applicable waiting periods under the HSR Act shall have
expired or been otherwise terminated.

          (c)  No suit, action or other proceeding shall be pending before any
court or governmental or regulatory official, body or authority wherein an
unfavorable injunction, judgment, order, decree or ruling would (i) prevent
consummation of the transactions contemplated by this Agreement or (ii) cause
the transactions contemplated by this Agreement to be rescinded following
consummation, and no such injunction, judgment, order, decree or ruling shall be
in effect;

          (d)  Each of Buyer and the Escrow Agent shall have executed and
delivered the Escrow Agreement, and the Escrow Agreement shall be in full force
and effect as of the Closing;

                                      -19-


          (e)  Linc.net shall have executed and delivered the Stockholders
Agreement, and the Stockholders Agreement shall be in full force and effect as
of the Closing;

          (f)  Linc.net shall have executed and delivered the Registration
Agreement, and the Registration Agreement shall be in full force and effect as
of the Closing;

          (g)  Linc.net shall have executed and delivered each of the Securities
Acquisition Agreements, and each of the Securities Acquisition Agreements shall
be in full force and effect as of the Closing;

          (h)  Buyer or its Affiliates shall have entered into the Goodwill
Purchase Agreement, the Equipment Purchase Agreement, the CCC Merger Agreement
and the Char Stan Merger Agreement;

          (i)  Buyer shall have provided a maintenance bond to Time Warner
Entertainment - Advance/Newhouse Partnership in lieu of accounts receivable
retainage satisfactory to Time Warner Entertainment - Advance/Newhouse
Partnership;

          (j)  At the Closing, Buyer shall have delivered to the Seller
Representative (i) a certificate signed by Buyer, dated the date of the Closing,
stating that the conditions specified in subsection (a) above have been
satisfied, (ii) certified copies of the resolutions of Buyer's board of
directors authorizing the execution, delivery and performance of this Agreement
and the other agreements contemplated hereby and the consummation of the
transactions contemplated hereby and thereby and (iii) certified copies of
Buyer's certificate of incorporation and bylaws and original certificates of
good standing issued by the proper party in states where the Buyer is doing
business, and (iv) such other documents or instruments as are required to be
delivered by Buyer at the Closing pursuant to the terms hereof or that Seller
reasonably request to effect the transactions contemplated hereby.

          All proceedings to be taken by Buyer in connection with the
consummation of the transactions contemplated hereby and all documents required
to be delivered by Buyer to effect the transactions contemplated hereby
reasonably requested by Seller or the Seller Representative shall be reasonably
satisfactory in form and substance to Seller. Any condition specified in this
Section 3.2 may be waived if such waiver is set forth in a writing duly executed
by Seller.


                                   ARTICLE IV

                             [Intentionally Omitted]


                                      -20-


                                                                     Exhibit 2.8


                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES
                          CONCERNING THE SELLER PARTIES

     As a material inducement to Buyer to enter into this Agreement and
consummate the transactions contemplated hereby, each of the Seller Parties
hereby jointly and severally represent and warrant to Buyer, subject to the
terms and conditions of Section 8.2, that:

     5.1  CAPACITY, ORGANIZATION, CORPORATE POWER AND LICENSES. Each Seller
Party has full power, authority and legal capacity to enter into this
Agreement and the other documents contemplated hereby to which Seller Party
is a party and to perform his or its obligations hereunder and thereunder.
Seller is a corporation duly organized, validly existing and in good standing
under the laws of the State of Arizona, except as set forth on the
QUALIFICATIONS SCHEDULE, and is qualified to do business in every
jurisdiction in which its ownership of property or conduct of business
requires it to qualify. Seller possesses all requisite corporate power and
authority and all licenses, permits and authorizations necessary to own and
operate its properties, to carry on its businesses as now conducted and
presently proposed to be conducted and to carry out the transactions
contemplated by this Agreement. The copies of Seller's articles of
incorporation and by-laws which have been furnished to Buyer's special
counsel reflect all amendments made thereto at any time prior to the date of
this Agreement and are correct and complete. Seller is not in default under
or in violation of any provision of its articles of incorporation or by-laws.
The attached OFFICERS AND DIRECTORS SCHEDULE sets forth a list all of the
officers and directors of Seller.

     5.2  AUTHORIZATION; NONCONTRAVENTION. The execution, delivery and
performance of this Agreement and all of the other agreements and instruments
contemplated hereby to which Seller is a party have been duly authorized by
Seller, and no other corporate act or other proceeding on the part of Seller
or its board of directors or stockholders is necessary to authorize the
execution, delivery or performance of this Agreement or the other agreements
contemplated hereby and the consummation of the transactions contemplated
hereby or thereby. This Agreement has been duly executed and delivered by
each of the Seller Parties and constitutes a valid and binding obligation of
each of the Seller Parties, enforceable in accordance with its terms, and
each of the other agreements and instruments contemplated hereby to which any
Seller Party is a party, when executed and delivered by such Party, as
applicable, in accordance with the terms hereof and thereof, shall each
constitute a valid and binding obligation of such Person, enforceable in
accordance with its respective terms. Except as set forth on the attached
RESTRICTIONS SCHEDULE, the execution and delivery by the Seller Parties of
this Agreement and all of the other agreements and instruments contemplated
hereby to which any Seller Party is a party and the fulfillment of and
compliance with the respective terms hereof and thereof by the Seller Parties
do not and shall not (a) conflict with or result in a breach of the terms,
conditions or provisions of, (b) constitute a default under (whether with or
without the passage of time, the giving of notice or both), (c) result in the
creation of any Lien upon any Seller Party's capital stock or assets pursuant
to, (d) give any third party the right to modify, terminate or accelerate any
obligation under, (e) result in a violation of, or (f) require any
authorization, consent,

                                       21



approval, exemption or other action of or by or notice or declaration to, or
filing with, any third party or any court or administrative or governmental body
or agency pursuant to, any Seller Party's charter documents, bylaws or other
constituent documents, or any law, statute, rule or regulation to which Seller
or any Seller Party is subject, or any agreement, instrument, license, permit,
order, judgment or decree to which any Seller or Party is subject. None of the
Seller Parties is a party to or bound by any written or oral agreement or
understanding with respect to a Seller Transaction other than this Agreement,
and each such Person has terminated all discussions with third parties (other
than with Buyer and its Affiliates) regarding Seller Transactions.

     5.3  SUBSIDIARIES. Seller has no and never has had any Subsidiaries.

     5.4  FINANCIAL STATEMENTS. Attached hereto as the FINANCIAL STATEMENTS
SCHEDULE are the following financial statements:

          (a)  the combined balance sheet of Communicor Corporation as of
October 31, 1998 (reviewed) and October 31, 1997 (compiled), and the related
statements of income and cash flows (or the equivalent) for the fiscal years
then ended;

          (b)  the unaudited balance sheet of Seller as of January 31, 2000; and

          (c)  the unaudited (compiled) balance sheet of Seller as of October
31, 1999 (the "LATEST BALANCE SHEET"), and the unaudited (compiled) balance
sheet of Communicor Corporation as of April 30, 1999 and the related statements
of income and cash flows (or the equivalent) for the respective 6-month periods
then ended.

Each of the foregoing financial statements (including in all cases the notes
thereto, if any) is accurate and complete, is consistent with the books and
records of Seller and fairly presents the financial condition and operating
results of Seller.

     5.5  INVENTORY. Seller has no inventory.

     5.6  ABSENCE OF UNDISCLOSED LIABILITIES

          (a)  With respect to Assumed Liabilities, except as set forth on the
attached LIABILITIES SCHEDULE, Seller does not and will not have any obligation
or liability (whether accrued, absolute, contingent, unliquidated or otherwise,
whether or not known to Seller, whether due or to become due and regardless of
when or by whom asserted) arising out of any transaction entered at or prior to
the date hereof, or any action or inaction at or prior to the date hereof, or
any state of facts existing at or prior to the date hereof, other than (a)
liabilities reflected on the Latest Balance Sheet, (b) liabilities and
obligations which have arisen after the date of the Latest Balance Sheet in the
ordinary course of business (none of which is a liability for breach of
contract, breach of warranty, tort, infringement, violation of law, claim or
lawsuit), (c) obligations under contracts and commitments described on the
attached CONTRACTS SCHEDULE or under contracts and commitments entered into in
the


                                       22




ordinary course of business consistent with past practice which are not required
to be disclosed on such Schedule pursuant to Section 5.10 below (but not
liabilities for any breach of any such contract or commitment occurring on or
prior to the Closing Date), or (d) other liabilities and obligations expressly
disclosed in the other Schedules referred to in this Article V.

          (b)  With respect to Excluded Liabilities, except as set forth on the
attached LIABILITIES SCHEDULE, to the Seller Parties' knowledge, Seller does not
and will not have any obligation or liability (whether accrued, absolute,
contingent, unliquidated or otherwise, whether or not known to Seller, whether
due or to become due and regardless of when or by whom asserted) arising out of
any transaction entered at or prior to the date hereof, or any action or
inaction at or prior to the date hereof, or any state of facts existing at or
prior to the date hereof, other than (a) liabilities reflected on the Latest
Balance Sheet, (b) liabilities and obligations which have arisen after the date
of the Latest Balance Sheet in the ordinary course of business (none of which is
a liability for breach of contract, breach of warranty, tort, infringement,
violation of law, claim or lawsuit), (c) obligations under contracts and
commitments described on the attached CONTRACTS SCHEDULE or under contracts and
commitments entered into in the ordinary course of business consistent with past
practice which are not required to be disclosed on such Schedule pursuant to
Section 5.10 below (but not liabilities for any breach of any such contract or
commitment occurring on or prior to the Closing Date), or (d) other liabilities
and obligations expressly disclosed in the other Schedules referred to in this
Article V.

     5.7  NO MATERIAL ADVERSE EFFECT. Since October 31, 1999 there has
occurred no fact, event or circumstance which has had or would reasonably be
expected to have a Material Adverse Effect. Since October 31, 1999, Seller
has conducted the Business only in the ordinary course of business consistent
with past practice.

     5.8  ABSENCE OF CERTAIN DEVELOPMENTS. Except as set forth on the
attached DEVELOPMENTS SCHEDULE, since October 31, 1999, Seller has not:

          (a)  issued any notes, bonds or other debt securities or any capital
stock or other equity securities or any securities or rights convertible,
exchangeable or exercisable into any capital stock or other equity securities;

          (b)  borrowed any amount or incurred or become subject to any material
liabilities, except current liabilities incurred in the ordinary course of
business consistent with past practice;

          (c)  discharged or satisfied any material Lien or paid any material
obligation or liability, other than current liabilities paid in the ordinary
course of business;

          (d)  declared, set aside or made any payment or distribution of cash
(including so-called "tax distributions") or other property to any of its
shareholders with respect to such shareholder's capital stock or otherwise, or
purchased, redeemed or otherwise acquired any shares of its capital stock or
other equity securities (including any warrants, options or other rights to
acquire its capital stock or other equity);



                                       23


          (e)  mortgaged or pledged any of its properties or assets or subjected
them to any Lien, except for Permitted Liens;

          (f)  sold, assigned, transferred, leased, licensed or otherwise
encumbered any of its tangible assets, except in the ordinary course of business
consistent with past practice, or canceled any material debts or claims;

          (g)  sold, assigned, transferred, leased, licensed or otherwise
encumbered any Intellectual Property Rights, disclosed any proprietary
confidential information to any Person (other than to Buyer and its Affiliates
and other than in the ordinary course of business consistent with past practice
in circumstances in which it has imposed reasonable confidentiality
restrictions), or abandoned or permitted to lapse any Intellectual Property
Rights;

          (h)  other than in the ordinary course of business consistent with
past practice, made or granted any bonus or any wage or salary increase to any
employee or group of employees (except as required by pre-existing contracts
described on the attached CONTRACTS SCHEDULE), or made or granted any increase
in any employee benefit plan or arrangement, or amended or terminated any
existing employee benefit plan or arrangement or adopted any new employee
benefit plan or arrangement or entered into, amended or terminated any
collective bargaining agreement or other employment agreement;

          (i)  implemented any plant closing or other layoff of employees that
could implicate the Worker Adjustment and Retraining Notification Act, as
amended, or any similar foreign, state or local law, regulation or ordinance;

          (j)  suffered any extraordinary losses or waived any rights of
material value (whether or not in the ordinary course of business or consistent
with past practice) in excess of $10,000 in the aggregate;

          (k)  made capital expenditures or commitments therefor that amount in
the aggregate to more than $10,000;

          (l)  delayed or postponed the payment of any accounts payable or
commissions or any other liability or obligation or agreed or negotiated with
any party to extend the payment date of any accounts payable or commissions or
any other liability or obligation or accelerated the collection of (or
discounted) any accounts or notes receivable;

          (m)  made any loans or advances to, guaranties for the benefit of, or
any Investments in, any Person (other than advances to Seller's employees in the
ordinary course of business consistent with past practice);

          (n)  made any charitable contributions or pledges exceeding in the
aggregate $5,000 or made any political contributions;



                                       24


          (o)  suffered any damage, destruction or casualty loss exceeding in
the aggregate $10,000, whether or not covered by insurance;

          (p)  made any change in any method of accounting or accounting
policies that is material or that is other than in the usual, regular and
ordinary course of business consistent with past practice or reversed any
accruals (whether or not in the ordinary course of business or consistent with
past practice);

          (q)  made any Investment in or taken any steps to incorporate any
Subsidiary;

          (r)  amended its articles of incorporation, by-laws or other
organizational documents;

          (s)  entered into any agreement or arrangement prohibiting or
restricting it from freely engaging in any business or otherwise restricting the
conduct of its business anywhere in the world;

          (t)  taken any action or failed to take any action that has, had or
would reasonably be expected to have the effect of accelerating to pre-Closing
periods sales to the trade or other customers that would otherwise be expected
to occur after the Closing;

          (u)  entered into, amended or terminated any contract other than in
the ordinary course of business consistent with past practice, entered into any
other material transaction, whether or not in the ordinary course of business or
consistent with past practice, or materially changed any business practice; or

          (v)  agreed, whether orally or in writing, to do any of the foregoing.

     5.9  ASSETS.

          (a)  Except as set forth on the attached EXCLUDED ASSETS SCHEDULE,
Seller has good and marketable title to, or a valid leasehold interest in, all
properties and assets used by it, located on its premises or shown on the Latest
Balance Sheet or acquired after the date thereof, free and clear of all Liens,
except for Liens disclosed on the Latest Balance Sheet (including any notes
thereto) and Liens for current property taxes not yet due and payable and
Permitted Liens. Except for the Nuline Equipment (as defined in Section 8.13
below), immediately after the Closing, Buyer or its Affiliates will own, have a
valid leasehold interest in or have a valid and enforceable right to use all
assets, tangible or intangible, necessary for the conduct of the Business as
presently conducted and as necessary to maintain the current run rate of the
Business free and clear of all Liens. Except as set forth on the attached ASSETS
SCHEDULE, all of Seller's buildings (including all components of such buildings,
structures and other improvements), equipment, machinery, fixtures, improvements
and other tangible assets (whether owned or leased) are in good condition and
repair (ordinary wear and tear excepted) and are fit for use in the ordinary
course of Seller's business as presently conducted.


                                       25


All such assets have been installed and maintained in all material respects in
accordance with all applicable laws, regulations and ordinances. The attached
ASSETS SCHEDULE sets forth and describes in reasonable detail the actual
out-of-pocket capital expenditures made by Seller during the twelve-months ended
April 30, 1999 and the nine months ended January 31, 2000.

          (b)  Seller does not own any real property or possess any right to
acquire any real property. The LEASED REAL PROPERTY SCHEDULE attached hereto
contains a complete list of all real property leased or subleased by Seller
(individually "LEASED REAL PROPERTY" and collectively, the "LEASED REALTY").
Seller has a valid leasehold interest in each Leased Real Property, subject only
to Permitted Liens. Seller has previously delivered to Buyer's special counsel
complete and accurate copies of each of the leases for the Leased Realty (the
"REALTY LEASES"). With respect to each Realty Lease: (i) the Realty Lease is
legal, valid, binding, enforceable and in full force and effect; (ii) neither
Seller nor, to Seller's knowledge, any other party to the Realty Lease is in
breach or default, and no event has occurred which, with notice or lapse of time
or both, would constitute such a breach or default or permit termination,
modification or acceleration under the Realty Lease; (iii) neither Seller, nor
to the Seller's knowledge, any other party to the Realty Lease has repudiated
any provision thereof; (iv) there are no disputes, oral agreements or
forbearance programs in effect as to the Realty Lease; (v) the Realty Lease has
not been modified in any respect, except to the extent that such modifications
are disclosed by the documents delivered to Buyer; and (vi) Seller has not
assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any
interest in the Realty Lease.

          (c)  AsTraKel has fee simple title to the real property leased to
Buyer pursuant to the Real Estate Lease, free and clear of all Liens, except
Permitted Liens and does not lease or sublease the property to any Person
other than Buyer and does not allow any Person other than Buyer to use such
property.

     5.10 CONTRACTS AND COMMITMENTS.

          (a)  Except as expressly contemplated by this Agreement or as set
forth on the attached CONTRACTS SCHEDULE, Seller is not a party to or bound by
any written or oral:

               (i)    pension, profit sharing, stock option, employee stock
purchase or other plan or arrangement providing for deferred or other
compensation to employees, former employees or consultants, or any other
employee benefit plan or arrangement, or any collective bargaining agreement or
any other contract with any labor union, or severance agreements, programs,
policies or arrangements;

               (ii)   contract for the employment of any officer, individual
employee or other Person on a full-time, part-time, consulting or other basis or
relating to loans to officers, directors or Affiliates;

               (iii)  contract under which Seller has advanced or loaned any
other Person amounts in the aggregate exceeding $10,000;


                                       26



               (iv)   agreement or indenture relating to borrowed money or other
Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any
Purchased Asset or Assumed Liability;

               (v)    Guaranty, performance bond or similar agreement;

               (vi)   lease or agreement under which Seller is lessee of or
holds or operates any property, real or personal, owned by any other party,
except for any lease of real or personal property under which the aggregate
annual rental payments do not exceed $10,000;

               (vii)  lease or agreement under which Seller is lessor of or
permits any third party to hold or operate any property, real or personal,
owned or controlled by Seller;

               (viii) contract or group of related contracts with the same
party or group of affiliated parties the performance of which involves
consideration in the aggregate in excess of $10,000;

               (ix)   assignment, license, indemnification or agreement with
respect to any intangible property (including any Intellectual Property
Rights);

               (x)    warranty agreement with respect to its services
rendered or its products sold or leased;

               (xi)   agreement under which it has granted any Person any
registration rights (including demand or piggyback registration rights);

               (xii)  sales, distribution, supply or franchise agreement;

               (xiii) agreement with a term of more than six months which is
not terminable by Seller upon less than 30 days' notice without penalty and
involves a consideration in excess of $10,000 annually;

               (xiv)  contract regarding voting, transfer or other
arrangements related to Seller's capital stock or warrants, options or other
rights to acquire any of Seller's capital stock;

               (xv)   contract or agreement prohibiting it from freely
engaging in any business or competing anywhere in the world; or

               (xvi)  any other agreement which is material to its operations
and business prospects or involves a consideration in excess of $25,000
annually.

                                       27



          (b)  All of the contracts, leases, agreements and instruments set
forth or required to be set forth on the CONTRACTS SCHEDULE are valid,
binding and enforceable in accordance with their respective terms and shall
be in full force and effect without penalty in accordance with their terms
upon consummation of the transactions contemplated hereby. Except as set
forth on the CONTRACTS SCHEDULE, (i) Seller has performed all obligations
required to be performed by it and is not in default under or in breach of
nor in receipt of any claim of default or breach under any contract, lease,
agreement or instrument to which Seller is subject; (ii) no event has
occurred which with the passage of time or the giving of notice or both would
result in a default, breach or event of noncompliance by Seller under any
contract, lease, agreement or instrument to which Seller is subject; (iii)
Seller does not have any present expectation or intention of not fully
performing all such obligations; (iv) no partially-filled or unfilled
customer purchase order or sales order is subject to cancellation or any
other material modification by the other party thereto or is subject to any
penalty, right of set-off or other charge by the other party thereto for late
performance or delivery; and (v) none of the Seller Parties has knowledge of
any breach or anticipated breach by the other parties to any contract, lease,
agreement, instrument or commitment to which they are parties. Seller is not
a party to any contract, agreement or commitment the performance of which
could reasonably be expected to have a Material Adverse Effect.

          (c)  Buyer's counsel has been supplied with a true and correct copy
of each of the written instruments, plans, contracts and agreements and an
accurate description of each of the oral arrangements, contracts and
agreements which are referred to on the attached CONTRACTS SCHEDULE, together
with all amendments, waivers or other changes thereto.

          (d)  Seller has either completed work assignments with System
Owners within the time specified by System Owners or reached mutually
satisfactory arrangements regarding work performance to specified time
schedules without penalty to Seller.

          (e)  Seller is not required to have retainages withheld under
existing contracts with System Owners other than that certain Agreement for
Construction of Cable Television System dated as of January 1, 1998, between
Time Warner Entertainment - Advance/Newhouse Partnership and Communicor
Corporation, for which Seller has posted a bond in lieu of retainage.

     5.11 INTELLECTUAL PROPERTY RIGHTS.

          (a)  The attached INTELLECTUAL PROPERTY SCHEDULE contains a
complete and accurate list of all (i) patented or registered Intellectual
Property Rights owned or, to any Seller Party's knowledge, used by Seller,
(ii) pending patent applications and applications for other registrations of
Intellectual Property Rights filed by or on behalf of Seller, and (iii)
material unregistered Intellectual Property Rights owned or used by Seller.
The attached INTELLECTUAL PROPERTY SCHEDULE also contains a complete and
accurate list of all licenses and other rights granted by Seller to any third
party with respect to any Intellectual Property Rights and all licenses and
other rights granted by any third party to Seller with respect to any
Intellectual Property Rights, in each case identifying the subject
Intellectual Property Rights. Seller owns and possesses all right, title and
interest to, or has the right

                                       28



to use pursuant to a valid and enforceable license, all Intellectual Property
Rights necessary for the operation of the businesses of Seller as presently
conducted and as presently proposed to be conducted, free and clear of all
Liens. Without limiting the generality of the foregoing, Seller owns and
possesses all right, title and interest in and to all Intellectual Property
Rights created or developed by Seller's employees and independent contractors
or under the direction or supervision of Seller's employees or independent
contractors relating to the businesses of Seller or to the actual or
demonstratively anticipated research or development conducted by Seller.
Except as set forth on the attached INTELLECTUAL PROPERTY SCHEDULE, the loss
or expiration of any Intellectual Property Right or related group of
Intellectual Property Rights owned or used by Seller has not had and would
not reasonably be expected to have a Material Adverse Effect, and no loss or
expiration of any Intellectual Property Right is threatened, pending or, to
the Seller Parties' knowledge, reasonably foreseeable. Seller has taken all
necessary steps to maintain and protect the Intellectual Property Rights
which it owns and uses. To the Seller Parties' knowledge, the owners of any
Intellectual Property Rights licensed to Seller have taken commercially
reasonable action to maintain and protect the Intellectual Property Rights
which are subject to such licenses.

          (b)  Except as set forth on the attached INTELLECTUAL PROPERTY
SCHEDULE, (i) there have been no claims made against Seller asserting the
invalidity, misuse or unenforceability of any of the Intellectual Property
Rights owned or used by Seller and, to the Seller Parties' knowledge, there
is no basis for any such claim, (ii) none of the Seller Parties has received
any notices of, and has no knowledge of any facts which indicate a likelihood
of, any infringement or misappropriation by, or conflict with, any third
party with respect to any Intellectual Property Rights (including any demand
or request that Seller license any rights from a third party), (iii) the
conduct of Seller's Business has not infringed, misappropriated or conflicted
with and does not infringe, misappropriate or conflict with any Intellectual
Property Rights of other Persons, and (iv) to the Seller Parties' knowledge,
the Intellectual Property Rights owned by or licensed to Seller have not been
infringed, misappropriated or conflicted by other Persons. The transactions
contemplated by this Agreement will not have a Material Adverse Effect on
Seller's right, title or interest in and to the Intellectual Property Rights
listed on the INTELLECTUAL PROPERTY SCHEDULE and all of such Intellectual
Property Rights shall be owned or available for use by Seller on identical
terms and conditions immediately after the Closing.

     5.12 LITIGATION. Except as set forth on the attached LITIGATION
SCHEDULE, there are no (and, during the five years preceding the date hereof,
there have not been any) actions, suits, proceedings (including any
arbitration proceedings), orders, investigations or claims pending or, to the
Seller Parties' knowledge, threatened against or affecting Seller (or to the
Seller Parties' knowledge, pending or threatened against or affecting any of
the officers, directors or employees of Seller with respect to their business
or proposed business activities), or pending or threatened by Seller against
any Person, at law or in equity, or before or by any governmental department,
commission, board, bureau, agency or instrumentality (including any actions,
suits, proceedings or investigations with respect to the transactions
contemplated by this Agreement); Seller is not subject to any arbitration
proceedings under collective bargaining agreements or otherwise or any
governmental investigations or inquiries; and, to the Seller Parties'
knowledge, there is no basis for any of the foregoing. The foregoing
includes, without limitation, actions pending or threatened involving the
prior employment of any of

                                       29




Seller's employees, their use in connection with Seller's business of any
information or techniques allegedly proprietary to any of their former
employers or their obligations under any agreements with prior employers.
Seller are fully insured with respect to each of the matters set forth on the
attached LITIGATION SCHEDULE. Seller is not subject to any judgment, order or
decree of any court or other governmental agency, and Seller has not received
any opinion or memorandum or advice from legal counsel to the effect that it
is exposed, from a legal standpoint, to any material liabilities. There are
no actions, suits, proceedings (including any arbitration proceedings),
orders, investigations or claims pending or, to the Seller Parties'
knowledge, threatened against or affecting any Principal in which it is
sought to restrain or prohibit or to obtain damages or other relief in
connection with the transactions contemplated hereby.

     5.13 COMPLIANCE WITH LAWS. Except as set forth on the attached
COMPLIANCE SCHEDULE:

          (a)  Seller has complied and is in compliance with all applicable
laws, ordinances, codes, rules, requirements and regulations of foreign,
federal, state and local governments and all agencies thereof relating to the
operation of its business and the maintenance and operation of its properties
and assets. No notices have been received by and no claims have been filed
against Seller alleging a violation of any such laws, ordinances, codes,
rules, requirements or regulations. Seller has not made any bribes, kickback
payments or other similar payments of cash or other consideration, including
payments to customers or clients or employees of customers or clients for
purposes of doing business with such Persons.

          (b)  Seller holds and is in compliance with all permits, licenses,
bonds, approvals, certificates, registrations, accreditations and other
authorizations of all foreign, federal, state and local governmental agencies
required for the conduct of its business and the ownership of its properties
(including as the same relate to Environmental and Safety Requirements), and
the attached PERMITS SCHEDULE sets forth a list of all of such material
permits, licenses, bonds, approvals, certificates, registrations,
accreditations and other authorizations. No notices have been received by
Seller alleging the failure to hold any of the foregoing. Except as set forth
on the PERMITS SCHEDULE, all of such permits, licenses, bonds, approvals,
accreditations, certificates, registrations and authorizations are freely
transferable to Buyer and will be available for use by Buyer and its
Subsidiaries immediately after the Closing.

     5.14 ENVIRONMENTAL AND SAFETY MATTERS. Except as set forth on the
attached ENVIRONMENTAL SCHEDULE:

          (a)  Seller has complied with and is in compliance with all
Environmental and Safety Requirements. Seller has not received any oral or
written notice, report or information regarding any actual or alleged
violation of Environmental and Safety Requirements or any liabilities or
potential liabilities relating to it or its facilities arising under
Environmental and Safety Requirements.

                                       30



          (b)  Neither this Agreement nor the consummation of the
transactions contemplated hereby will result in any obligations for site
investigation or cleanup, or notification to or consent of any government
agencies or third parties under any Environmental and Safety Requirements
(including any so called "transaction-triggered" or "responsible property
transfer" laws and regulations).

          (c)  None of the following exists at any property or facility
owned, occupied or operated by Seller: (i) underground storage tanks; (ii)
asbestos-containing material in any form or condition; (iii) materials or
equipment containing polychlorinated biphenyls; or (iv) landfills, surface
impoundments or other disposal areas.

          (d)  Seller has not treated, stored, disposed of, arranged for or
permitted the disposal of, transported, handled or released any substance
(including any hazardous substance) or owned, occupied or operated any
facility or property (and no such property or facility is contaminated by any
such substance) in a manner that has given or could give rise to any
liabilities (including any liability for response costs, corrective action
costs, personal injury, natural resource damages, property damage or
attorneys fees or any investigative, corrective or remedial obligations)
pursuant to CERCLA or any other Environmental and Safety Requirements.

          (e)  Seller has not, either expressly or by operation of law,
assumed or undertaken any liability or corrective, investigatory or remedial
obligation of any other Person relating to any Environmental and Safety
Requirements.

          (f)  The Principals and Seller have furnished to Buyer all
environmental audits, reports or other material environmental documents
relating to Seller and its Business and any of its facilities, which are in
their possession, custody or control.

     5.15 EMPLOYEES. The attached EMPLOYEES SCHEDULE correctly sets forth the
name and current annual salary of Seller's employees receiving more than
$50,000 in annual compensation and whether any employees are absent from
active employment, including, but not limited to, leave of absence or
disability. Except as set forth on the attached EMPLOYEES SCHEDULE, (a)
Seller is not aware that any executive or key employee of Seller or any group
of employees of Seller have any plans to terminate employment with Seller;
(b) Seller has complied with all laws relating to the employment of labor
(including provisions thereof relating to wages, hours, equal opportunity,
collective bargaining and the payment of social security and other Taxes),
and Seller is not aware that it has any labor relations problems (including
any union organization activities, threatened or actual strikes or work
stoppages or material grievances); and (c) neither Seller nor, to the Seller
Parties' knowledge, any of their respective employees are subject to any
noncompete, nondisclosure, confidentiality, employment, consulting or similar
agreements relating to, affecting or in conflict with the present or proposed
business activities of Seller. The EMPLOYEES SCHEDULE sets forth the bonuses
paid and reasonably expected to be paid to Seller's officers and employees
for the fiscal year ended April 30, 1999 and during 2000.

     5.16 EMPLOYEE BENEFIT PLANS.

                                       31



          (a)  The attached EMPLOYEE BENEFITS SCHEDULE sets forth an accurate
and complete list of each "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) and each other employee benefit plan, program or
arrangement providing benefits to current or former employees (including any
bonus plan, plan for deferred compensation, retirement, severance, sick
leave, vacation, employee health or other welfare benefit plan or other
arrangement), at any time maintained, sponsored, or contributed to by Seller,
or with respect to which Seller has any liability or potential liability.
Each such item listed on the attached EMPLOYEE BENEFITS SCHEDULE is referred
to herein as a "PLAN."

          (b)  Seller does not have any obligation to contribute to (or any
other liability, including current or potential withdrawal liability, with
respect to) any "multiemployer plan" (as defined in Section 3(37) of ERISA)
or any employee benefit plan which is an "employee pension benefit plan" (as
defined in Section 3(2) of ERISA), whether or not terminated.

          (c)  Seller does not have any obligation under any Plan or
otherwise to provide medical, health, life insurance or other welfare-type
benefits to current or future retired or terminated employees (except for
limited continued medical benefit coverage required to be provided under
Section 4980B of the Code or as required under applicable state law).

          (d)  For purposes of this Section 5.16, the term "Seller" includes
all entities treated as a single employer with Seller pursuant to Section 414
of the Code.

          (e)  With respect to the Plans, all required or recommended (in
accordance with historical practices) payments, premiums, contributions,
reimbursements or accruals for all periods ending prior to or as of the
Closing shall have been made or properly accrued on the Latest Balance Sheet.
None of the Plans has any unfunded liabilities which are not reflected on the
Latest Balance Sheet.

          (f)  The Plans and all related trusts, insurance contracts and
funds have been maintained, funded and administered in compliance in all
material respects with their terms and with the applicable provisions of
ERISA, the Code and other applicable laws. Neither Seller nor any trustee or
administrator of any Plan has engaged in any transaction with respect to the
Plans which would subject Seller or any trustee or administrator of the
Plans, or any party dealing with any such Plan, nor do the transactions
contemplated by this Agreement constitute transactions which would subject
any such party, to either a civil penalty assessed pursuant to Section 502(i)
of ERISA or the tax or penalty on prohibited transactions imposed by Section
4975 of the Code. No actions, suits or claims with respect to the assets of
the Plans (other than routine claims for benefits) are pending or, to Seller
Parties' knowledge, threatened which could result in or subject Seller to any
liability and there are no circumstances which would give rise to or be
expected to give rise to any such actions, suits or claims. No liability to
the Pension Benefit Guaranty Corporation or otherwise under Title IV of ERISA
has been or could be incurred by Seller.

                                       32



          (g)  Seller has provided Buyer with true and complete copies of all
documents pursuant to which the Plans are maintained, funded and
administered, and the most recent annual reports (Form 5500 and attachments)
for the Plans.

          (h)  Each of the Plans which is intended to be qualified under
Section 401(a) of the Code has received a favorable determination from the
Internal Revenue Service that such plan is qualified under Section 401(a) of
the Code, and there are no circumstances which would adversely affect the
qualified status of any such Plan.

          (i)  The EMPLOYEE BENEFITS SCHEDULE briefly describes Seller's
vacation policy and lists those employees who have more than two weeks of
vacation accrued, including an indication of the number of vacation days
accrued.

     5.17 INSURANCE. The attached INSURANCE SCHEDULE contains a description
of each insurance policy maintained by Seller with respect to its properties,
assets and businesses setting forth the type of coverage, the annual
premiums, deductibles and coverage amounts therefor and an indication whether
such policy is on a "claims made" or "occurrence" basis and each such policy
is in full force and effect as of the Closing. Seller is not in default with
respect to its obligations under any insurance policy maintained by it, and
Seller has not been denied insurance coverage. The insurance coverage of
Seller is of a kind and type routinely carried by corporations of similar
size engaged in similar lines of business.

     5.18 TAX MATTERS.

          (a)  Seller has timely filed all Tax Returns required to be filed
by it, each such Tax Return has been prepared in compliance with all
applicable laws and regulations, and all such Tax Returns are true and
accurate. All Taxes due and payable by Seller have been paid and Seller have
withheld and paid over to the appropriate taxing authority all Taxes which
they are required to withhold from amounts paid or owing to any employee,
stockholder, creditor or other third party. The charges, accruals and
reserves for Taxes with respect to Seller for any Tax period (or portion
thereof) ending on or before the Closing Date (excluding any provision for
deferred income taxes) to be reflected on the Closing Balance Sheet will be
adequate to cover such Taxes.

          (b)  Except as set forth on the attached TAXES SCHEDULE:

               (i)    Seller has not requested or been granted an extension
     of the time for filing any Tax Return which has not yet been filed other
     than for extensions granted automatically to taxpayers;

               (ii)   Seller has not consented to extend to a date later than
     the date hereof the time in which any Tax may be assessed or collected
     by any taxing authority;

                                       33



               (iii)  no deficiency or proposed adjustment which has not been
     settled or otherwise resolved for any amount of Tax has been proposed,
     asserted or assessed by any taxing authority against Seller;

               (iv)   there is no action, suit, taxing authority proceeding
     or audit now in progress, pending or, to the Seller Parties' knowledge,
     threatened against or with respect to Seller;

               (v)    Seller does not reasonably expect any taxing authority
     to claim or assess any amount of additional Taxes against Seller;

               (vi)   no claim has ever been made by a taxing authority in a
     jurisdiction where Seller does not file Tax Returns claiming that Seller
     is or may be subject to Taxes assessed by such jurisdiction;

               (vii)  there are no Liens for Taxes (other than for current
     Taxes not yet due and payable upon the assets of Seller;

               (viii) Seller is not a party to or bound by any Tax allocation
     or Tax sharing agreement and has no current or potential contractual
     obligation to indemnify any other Person with respect to Taxes; and

               (ix)   Buyer will not be required to deduct and withhold any
     amount pursuant to Section 1445(a) of the Code upon the transfer of any
     cash or property pursuant to this Agreement.

               (x)    Seller is not and has not been a member of any
     combined, consolidated or unitary Tax Return and Seller has no liability
     for the Taxes of any Person under Treasury Regulations Section 1.1502-6
     (or any similar provision of state, local or foreign law) as a
     transferee or successor, by contract or otherwise.

     5.19 BROKERAGE AND TRANSACTION BONUSES. There are no claims for
brokerage commissions, finders' fees or similar compensation in connection
with the transactions contemplated by this Agreement based on any arrangement
or agreement binding upon any Principal or Seller. There are no special
bonuses or other similar compensation payable to any employee of Seller in
connection with the transactions contemplated hereby. Seller and the
Principals shall pay, and hold the Buyer and its Affiliates harmless against,
any liability, loss or expense (including reasonable attorneys' fees and
out-of-pocket expenses) arising in connection with any such claim or special
bonus or other similar compensation.

     5.20 NAMES AND LOCATIONS. Except as set forth on the attached NAMES AND
LOCATIONS SCHEDULE, during the five-year period prior to the execution and
delivery of this Agreement, neither Seller nor its predecessors has used any
name or names under which it has invoiced account debtors,

                                       34



maintained records concerning its assets or otherwise conducted business. All
of the tangible assets and properties of Seller are located at the locations
set forth on the NAMES AND LOCATIONS SCHEDULE.

     5.21 AFFILIATED TRANSACTIONS. Except as set forth on the attached
AFFILIATED TRANSACTIONS SCHEDULE, no officer, director, shareholder, employee
or Affiliate of Seller or, to the Seller Parties' knowledge, any individual
related by blood, marriage or adoption to any such individual or any entity
in which any such Person or individual owns any beneficial interest, is a
party to any agreement, contract, commitment or transaction with Seller or
has any interest in any property used by Seller (including any Intellectual
Property Rights).

     5.22 SERVICE WARRANTIES. Except for routine corrective measures arising
in the ordinary course of business and as set forth in Section 5.10(d), all
services rendered by Seller have been in conformity with all applicable
contractual commitments and all express and implied warranties, and Seller
has no liability (and, to the Seller Parties' knowledge, there is no
reasonable basis for any present or future action, suit, proceeding, hearing,
investigation, charge, complaint, claim or demand against it giving rise to
any such liability) for curing or providing additional services or other
damages in connection therewith in excess of any warranty reserve
specifically established with respect thereto and included on the face of the
Latest Balance Sheet (rather than the notes thereto) or covered by Seller's
insurance or to be included on Seller's books and records as of the Closing.
No services rendered by Seller are subject to any guaranty, warranty or other
indemnity beyond the applicable standard terms and conditions of such sale
(including as a result of any course of conduct between Seller and any Person
or as a result of any statements in any of Seller's service or promotional
literature). The standard terms and conditions of sale for Seller (containing
applicable guaranty, warranty and indemnity provisions) are contained in the
System Owner contracts identified on the Contracts Schedule. Seller has not
been notified of any claims for (and none of the Seller Parties has any
knowledge of any threatened claims for) any extraordinary warranty
obligations or additional services relating to any of its services.

     5.23 CUSTOMERS AND SUPPLIERS. The CUSTOMERS AND SUPPLIERS SCHEDULE
attached hereto sets forth (a) a list of the top twenty customers of Seller
(on a consolidated basis) (by volume of sales to such customers) and (b) a
list of the top ten suppliers of Seller (on a consolidated basis) (by volume
of purchases from such suppliers), for the fiscal years ended October 31,
1998 and October 31, 1999. Seller has not received any indication from any
material customer of Seller to the effect that, and Seller has no reason to
believe that, such customer will stop, materially decrease the rate of, or
materially change the terms (whether related to payment, price or otherwise)
with respect to, buying products or services from the Buyer or any of its
Subsidiaries (whether as a result of the consummation of the transactions
contemplated hereby or otherwise). Seller has not received any indication
from any material supplier to Seller to the effect that, and Seller has no
reason to believe that, such supplier will stop, materially decrease the rate
of, or materially change the terms (whether related to payment, price or
otherwise) with respect to, supplying materials, products or services to the
Buyer or any of its Subsidiaries (whether as a result of the consummation of
the transactions contemplated hereby or otherwise).

                                       35



     5.24 DISCLOSURE. Neither this Article V or any of the Exhibits or
Schedules attached hereto nor any of the written statements, documents,
certificates or other items prepared and supplied to Buyer or its Affiliates
by or on behalf of Seller or the Principals in connection with the
transactions contemplated hereby, when taken together as a whole, contain any
untrue statement of a material fact or omit a material fact necessary to make
each statement contained herein or therein, in light of the circumstances in
which they were made, not misleading. There is no fact which Seller has not
disclosed to Buyer in writing and of which any of its shareholders, officers,
directors or executive employees is aware which has had or would reasonably
be expected to have a Material Adverse Effect.

                                   ARTICLE VI

                     REPRESENTATIONS AND WARRANTIES OF BUYER

     As an inducement to the Seller Parties to enter into this Agreement and
consummate the transactions contemplated hereby, Buyer hereby represents and
warrants to the Seller Parties, subject to the terms and conditions of
Section 8.2, as follows:

     6.1  ORGANIZATION AND POWER. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Delaware. Buyer is qualified to do business in every jurisdiction in which
its ownership of property or conduct of business requires it to qualify,
except for those jurisdictions where the failure to be so qualified, would
not have a material adverse effect on Buyer. Buyer has all requisite
corporate power and authority to execute and deliver this Agreement and to
perform its obligations hereunder.

     6.2  CAPITALIZATION. The authorized capital stock of Buyer consists of
1,000 shares of common stock, of which 1,000 shares are issued and
outstanding. All of such capital stock has been validly issued, is fully paid
and nonassessable, and has not been issued in violation of any preemptive
rights or rights of refusal. There are no voting trusts, proxies or any other
agreements or understandings with respect to the voting of the capital stock
of Buyer. Buyer is not subject to any obligation (contingent or otherwise) to
repurchase or otherwise acquire or retire any shares of its capital stock.

     6.3  AUTHORIZATION. The execution, delivery and performance by Buyer of
this Agreement and the consummation of the transactions contemplated hereby
have been duly and validly authorized by Buyer and no other corporate act or
proceeding on the part of Buyer, its board of directors or stockholders is
necessary to authorize the execution, delivery or performance of this
Agreement and the consummation of the transactions contemplated hereby. This
Agreement has been duly executed and delivered by Buyer and this Agreement
constitutes a valid and binding obligation of Buyer, enforceable in
accordance with its terms.

     6.4  NO VIOLATION. Buyer is not subject to nor obligated under its
articles of incorporation or by-laws, or any applicable law, rule or
regulation of any governmental authority, or any agreement, instrument,
license or permit, or subject to any order, writ, injunction or decree, which
would be

                                       36



breached or violated by its execution, delivery or performance of this
Agreement or the consummation of the transactions contemplated hereby.

     6.5  GOVERNMENTAL AUTHORITIES AND CONSENTS. Except as required pursuant
to the HSR Act, no permit, consent, approval or authorization of, or
declaration to or filing with, any governmental or regulatory authority or
any other Person is required in connection with the execution, delivery or
performance of this Agreement by Buyer or the consummation by Buyer of the
transactions contemplated hereby.

     6.6  LITIGATION. There are no actions, suits, proceedings, orders or
investigations pending or, to Buyer's knowledge, threatened against or
affecting Buyer, at law or in equity, or before or by any federal, state,
municipal or other governmental department, commission, board, bureau, agency
or instrumentality, domestic or foreign, which would adversely affect Buyer's
performance under this Agreement or the consummation of the transactions
contemplated hereby.

     6.7  BROKERAGE. Except as set forth on the attached BUYER BROKERAGE
SCHEDULE, there are no claims for brokerage commissions, finders' fees or
similar compensation in connection with the transactions contemplated by this
Agreement based on any arrangement or agreement made by or on behalf of Buyer.

                                   ARTICLE VII

                             [Intentionally Omitted]



                                  ARTICLE VIII

                 ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING

     8.1  SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties in this Agreement and the Schedules and Exhibits attached hereto
or in any writing delivered by any party to another party in connection with
this Agreement shall survive the Closing as follows:

          (a)  the representations and warranties in Section 5.13 (Compliance
with Laws), Section 5.14 (Environmental and Safety Matters), Section 5.16
(Employee Benefits Plans) and Section 5.18 (Tax Matters) shall terminate when
the applicable statutes of limitations with respect to the liabilities in
question expire (after giving effect to any extensions or waivers thereof),
PLUS thirty (30) days;

          (b)  the representations and warranties in the first two and last
sentences of Section 5.2 (Authorization; Noncontravention), Section 5.3
(Subsidiaries), Section 5.19 (Brokerage and Transaction Bonuses), Section 6.7
(Brokerage) and the last sentence of Section 6.3 (Authorization) shall not
terminate; and

                                       37



          (c)  all other representations and warranties in this Agreement and
the Schedules and Exhibits attached hereto or in any writing delivered by any
party to another party in connection with this Agreement shall terminate on
the second anniversary of the Closing;

PROVIDED THAT any representation or warranty in respect of which indemnity
may be sought under Section 8.2 below, and the indemnity with respect
thereto, shall survive the time at which it would otherwise terminate
pursuant to this Section 8.1 if notice of the inaccuracy or breach or
potential inaccuracy or breach thereof giving rise to such right or potential
right of indemnity shall have been given to the party against whom such
indemnity may be sought prior to such time (regardless of when the Losses in
respect thereof may actually be incurred). The representations and warranties
in this Agreement and the Schedules and Exhibits attached hereto or in any
writing delivered by any party to another party in connection with this
Agreement shall survive for the periods set forth in this Section 8.1 and
shall in no event be affected by any investigation, inquiry or examination
made for or on behalf of any party, or the knowledge of any party's officers,
directors, stockholders, employees or agents or the acceptance by any party
of any certificate or opinion hereunder. The parties acknowledge that
indemnification hereunder with respect to the breach of any covenant or
agreement contained herein, including any breach of any covenant or agreement
contained in this Article VIII, shall not be subject to any time or other
limitations.

     8.2  INDEMNIFICATION.

          (a)  INDEMNIFICATION BY SELLER PARTIES. Each of the Seller Parties
(and AsTraKel with respect to clauses (i)(D), (ii)(D) and (vi) (with respect
to item 2 on the attached INDEMNIFICATION SCHEDULE)) shall jointly and
severally indemnify Buyer and its Affiliates, stockholders, officers,
directors, employees, agents, partners, representatives, successors and
assigns (collectively, the "BUYER PARTIES") and save and hold each of them
harmless against and pay on behalf of or reimburse such Buyer Parties as and
when incurred for any loss, liability, demand, claim, action, cause of
action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or
not arising out of third-party claims (including interest, penalties,
reasonable attorneys' fees and expenses and all amounts paid in
investigation, defense or settlement of any of the foregoing) (collectively,
"LOSSES"), which any such Buyer Party may suffer, sustain or become subject
to, as a result of, in connection with, relating or incidental to or by
virtue of: (i) any breach by any Seller Party of any representation or
warranty made by the Seller Parties in (A) this Agreement or any of the
Schedules or Exhibits attached hereto, or in any of the certificates or other
instruments or documents furnished by Seller pursuant to this Agreement, (B)
the Equipment Purchase Agreement, (C) the Goodwill Purchase Agreement (D) the
CCC Merger Agreement or (E) the Char Stan Merger Agreement; (ii) any
nonfulfillment or breach of any covenant, agreement or other provision by any
Seller Party under (A) this Agreement or any of the Schedules and Exhibits
attached hereto, (B) the Equipment Purchase Agreement, (C) the Goodwill
Purchase Agreement (D) the CCC Merger Agreement or (E) the Char Stan Merger
Agreement; (iii) any Excluded Liability; (iv) any Taxes of Seller with
respect to any Tax year or portion thereof ending on, before or after the
Closing Date as determined in accordance with Section 8.10 hereof; (v) any
services or work performed prior to the Closing in violation of any
collective bargaining agreement or collective bargaining relationship to
which the Seller Parties or their Affiliates are a party or are

                                       38




otherwise bound, or (vi) any of the matters set forth on the INDEMNIFICATION
SCHEDULE attached hereto; PROVIDED THAT none of the Seller Parties shall have
any liability under clause (i) above (other than with respect to the
Principal Representations) unless the aggregate of all Losses relating
thereto for which the Seller Parties would, but for this proviso, be liable
exceeds on a cumulative basis an amount equal to $100,000 (and then the
Seller Parties shall be liable for only such Losses in excess of the $100,000
deductible); and PROVIDED FURTHER that the Seller Parties' aggregate
liability under clause (i) above (other than with respect to the Principal
Representations) shall in no event exceed $3,000,000 (with it being
understood, however, that nothing in this Agreement (including this Section
8.2(a)) shall limit or restrict any of the Buyer Parties' right to maintain
or recover any amounts in connection with any action or claim based upon
fraud or intentional misrepresentation).

          (b)  INDEMNIFICATION BY BUYER. Buyer agrees to and shall indemnify
the Seller Parties and their stockholders, officers, employees, agents,
partners, representatives, successors and assigns, and hold each of them
harmless against any Losses to the extent that such Losses exceed on a
cumulative basis an amount equal to $100,000 (and then Buyer shall be liable
for only such Losses in excess of the $100,000 deductible), but in an
aggregate amount not exceeding $3,000,000, which any of them may suffer,
sustain or become subject to, as the result of, in connection with, relating
or incidental to or by virtue of the breach by Buyer of any representation,
warranty, covenant or agreement made by Buyer in this Agreement or Buyer's
performance under any Assumed Liability, with it being understood, however,
that nothing in this Agreement (including this Section 8.2(b) shall limit or
restrict any of the Seller Parties' right to maintain or recover any amounts
in connection with any action or claim based upon fraud or intentional
misrepresentation.

          (c)  MANNER OF PAYMENT. Except as otherwise provided herein, any
indemnification of the Buyer Parties or Seller Parties pursuant to this
Section 8.2 shall be effected by wire transfer of immediately available funds
from one or more of the Seller Parties or Buyer, as the case may be, to an
account(s) designated by the applicable Buyer Party or Seller Party, as the
case may be, within ten days after the determination thereof. Any such
indemnification payments shall include interest at the Applicable Rate
calculated on the basis of the actual number of days elapsed over 360, from
the date any such Loss is suffered or sustained to the date of payment. Any
amounts owing from the Seller Parties pursuant to this Section 8.2 shall
first be made (i) one-half from the Escrow Funds (as defined in the Escrow
Agreement) in the Escrow Account (as defined in the Escrow Agreement) or the
Letter of Credit (as defined in the Escrow Agreement), but only to the extent
that Escrow Funds still exist or the Letter of Credit is still outstanding;
PROVIDED THAT amounts (if any) owing from the Seller Parties to any Buyer
Party pursuant to Section 2.4 above shall be made from the Escrow Funds only
with the prior written consent of Buyer, and (ii) by delivery by the Seller
Parties to Buyer of a certificate or certificates representing Executive
Securities having an aggregate value (based on the cost of such shares to the
Seller Party as of the Closing), equal to one-half of the amount owing, duly
endorsed in blank or accompanied by duly executed stock powers); and
thereafter shall be made directly by the Seller Parties in accordance with
the terms of this Section 8.2(c); PROVIDED THAT after the termination of the
Escrow or the Letter of Credit, as the case may be, any amounts owing from
the Seller Parties to any Buyer Party pursuant to this Section 8.2 may be
made by the Seller Parties, at their option, by paying cash in the amount of
the deemed value of the Executive Securities transferred to a Buyer Party

                                       39


under this Section 8.2. As security for the Seller Parties indemnification
obligations hereunder, each of Lebakken, Lundgren and AsTraKel shall execute
a Pledge Agreement in the form attached hereto as EXHIBIT I, which will grant
to Buyer a security interest in the Executive Securities. The Buyer Parties
shall be entitled to (but shall not be required to) set-off any amounts due
or payable to any of the Buyer Parties by the Seller Parties pursuant to this
Section 8.2 against any amounts otherwise due and payable by any of the Buyer
Parties or any of their Affiliates to the Seller Parties (including any
amounts payable by Buyer in respect of its capital stock). All
indemnification payments under this Section 8.2 shall be deemed adjustments
to the Purchase Price set forth in Section 2.4(a) above.

          (d)  DEFENSE OF THIRD-PARTY CLAIMS. Any Person making a claim for
indemnification under this Section 8.2 (an "INDEMNITEE") shall notify the
indemnifying party (an "INDEMNITOR") of the claim in writing promptly after
receiving written notice of any action, lawsuit, proceeding, investigation or
other claim against it (if by a third party), describing the claim, the
amount thereof (if known and quantifiable) and the basis thereof; PROVIDED
THAT the failure to so notify an Indemnitor shall not relieve the Indemnitor
of its obligations hereunder except to the extent that (and only to the
extent that) such failure shall have caused the damages for which the
Indemnitor is obligated to be greater than such damages would have been had
the Indemnitee given the Indemnitor prompt notice hereunder. Any Indemnitor
shall be entitled to participate in the defense of such action, lawsuit,
proceeding, investigation or other claim giving rise to an Indemnitee's claim
for indemnification at such Indemnitor's expense, and at its option (subject
to the limitations set forth below) shall be entitled to assume the defense
thereof by appointing a recognized and reputable counsel acceptable to the
Indemnitee to be the lead counsel in connection with such defense; PROVIDED
THAT prior to the Indemnitor assuming control of such defense it shall first
(i) verify to the Indemnitee in writing that such Indemnitor shall be fully
responsible (with no reservation of any rights) for all liabilities and
obligations relating to such claim for indemnification (without regard to any
dollar limitations otherwise set forth herein) and that it shall provide full
indemnification (whether or not otherwise required hereunder) to the
Indemnitee with respect to such action, lawsuit, proceeding, investigation or
other claim giving rise to such claim for indemnification hereunder and (ii)
enter into an agreement with the Indemnitee in form and substance
satisfactory to the Indemnitee which agreement unconditionally guarantees the
payment and performance of any liability or obligation which may arise with
respect to such action, lawsuit, proceeding, investigation or facts giving
rise to such claim for indemnification hereunder; and PROVIDED FURTHER, that:

               (i)    the Indemnitee shall be entitled to participate in the
defense of such claim and to employ counsel of its choice for such purpose;
PROVIDED THAT the fees and expenses of such separate counsel shall be borne
by the Indemnitee (other than any fees and expenses of such separate counsel
that are incurred prior to the date the Indemnitor effectively assumes
control of such defense which, notwithstanding the foregoing, shall be borne
by the Indemnitor, and except that the Indemnitor shall pay all of the fees
and expenses of such separate counsel if the Indemnitee has been advised by
counsel that a reasonable likelihood exists of a conflict of interest between
the Indemnitor and the Indemnitee);

                                       40


               (ii)   the Indemnitor shall not be entitled to assume control of
     such defense (unless otherwise agreed to in writing by the Indemnitee) and
     shall pay the fees and expenses of counsel retained by the Indemnitee if
     (1) the claim for indemnification relates to or arises in connection with
     any criminal or quasi-criminal proceeding, action, indictment, allegation
     or investigation; (2) the Indemnitee reasonably believes an adverse
     determination with respect to the action, lawsuit, investigation,
     proceeding or other claim giving rise to such claim for indemnification
     would be detrimental to or injure the Indemnitee's reputation or future
     business prospects; (3) the claim seeks an injunction or equitable relief
     against the Indemnitee; (4) the Indemnitee has been advised by counsel that
     a reasonable likelihood exists of a conflict of interest between the
     Indemnitor and the Indemnitee; (5) the claim involves environmental matters
     in which case the Indemnitee shall have sole control and management
     authority over the resolution of such claim (including hiring legal counsel
     and environmental consultants, conducting environmental investigations and
     cleanups, negotiating with governmental agencies and third parties and
     defending or settling claims and actions); PROVIDED THAT the Indemnitee
     shall keep the Indemnitor apprised of any major developments relating to
     any environmental claim; or (6) upon petition by the Indemnitee, the
     appropriate court rules that the Indemnitor failed or is failing to
     vigorously prosecute or defend such claim; and

               (iii)  if the Indemnitor shall control the defense of any such
     claim, the Indemnitor shall obtain the prior written consent of the
     Indemnitee before entering into any settlement of a claim or ceasing to
     defend such claim if, pursuant to or as a result of such settlement or
     cessation, injunctive or other equitable relief will be imposed against the
     Indemnitee or if such settlement does not expressly and unconditionally
     release the Indemnitee from all liabilities and obligations with respect to
     such claim, without prejudice.

          (e)  CERTAIN WAIVERS, ETC. Each of the Seller Parties and AsTraKel
hereby agrees that he or it shall not make any claim for indemnification against
any of Buyer, CCC, Char Stan or any of Buyer's Affiliates by reason of the fact
that such Seller Party (or AsTraKel) is or was a stockholder, director, officer,
employee or agent of CCC or Char Stan or is or was serving at the request of CCC
or Char Stan as a partner, trustee, director, officer, employee or agent of
another entity (whether such claim is for judgments, damages, penalties, fines,
costs, amounts paid in settlement, losses, expenses or otherwise and whether
such claim is pursuant to any statute, charter document, bylaw, agreement or
otherwise) with respect to any action, suit, proceeding, complaint, claim or
demand brought by any of the Buyer Parties against such Seller Party (or
AsTraKel) pursuant to this Agreement, the CCC Merger Agreement, the Char Stan
Merger Agreement, the Equipment Purchase Agreement, the Goodwill Purchase
Agreement, or applicable law or otherwise, and each of the Seller Parties and
AsTraKel hereby acknowledges and agrees that he or it shall not have any claim
or right to contribution or indemnity from Buyer, CCC, Char Stan or any of
Buyer's Affiliates with respect to any amounts paid by him or it pursuant to
this Agreement or otherwise. Effective upon the Closing, each of the Seller
Parties and AsTraKel hereby irrevocably waives, releases and discharges CCC and
Char Stan from any and all liabilities and obligations to it or him of any kind
or nature whatsoever, whether in his or its capacity as a stockholder, officer
or director of CCC or Char Stan or otherwise (including in respect of any rights
of contribution or indemnification), in each case whether absolute or


                                       41


contingent, liquidated or unliquidated, known or unknown, and whether arising
under any agreement or understanding (other than this Agreement and any of the
other agreements executed and delivered in connection herewith) or otherwise at
law or equity, and each of the Seller Parties and AsTraKel agrees that he or it
shall not seek to recover any amounts in connection therewith or thereunder from
CCC, Char Stan or any of their Affiliates. In no event shall Buyer, CCC, Char
Stan or any of Buyer's Affiliates have any liability whatsoever to any Seller
Party or AsTraKel for any breaches of the representations, warranties,
agreements or covenants of the Seller Parties or AsTraKel hereunder or under the
CCC Merger Agreement, the Char Stan Merger Agreement, the Equipment Purchase
Agreement or the Goodwill Purchase Agreement, and in any event none of the
Seller Parties or AsTraKel may seek contribution from Buyer, CCC, Char Stan or
any of Buyer's Affiliates in respect of any payments required to be made by a
Seller Party or AsTraKel pursuant to this Agreement, the CCC Merger Agreement,
the Char Stan Merger Agreement, the Equipment Purchase Agreement, or the
Goodwill Purchase Agreement. For purposes of this Section 8.2(e), references to
Buyer's Affiliates shall not be deemed to include Lebakken or Lundgren.

     8.3  MUTUAL ASSISTANCE. Buyer, Seller and each of the Principals agree
that they will mutually cooperate in the expeditious filing of all notices,
reports and other filings with any governmental authority required to be
submitted jointly by Seller and Buyer in connection with the execution and
delivery of this Agreement and/or the other agreements contemplated hereby
and the consummation of the transactions contemplated hereby or thereby.

     8.4  PRESS RELEASE AND ANNOUNCEMENTS. Unless required by law (in which
case each of Buyer and Seller agree to use reasonable efforts to consult with
the other party prior to any such disclosure as to the form and content of
such disclosure), after the date hereof and through and including the Closing
Date, no press releases, announcements to the employees, customers or
suppliers of Seller or other releases of information related to this
Agreement or the transactions contemplated hereby will be issued or released
without the consent of each of Buyer and Seller. After the Closing, Buyer and
Seller may issue any such releases of information without the consent of any
other party hereto.

     8.5  EXPENSES. Except as otherwise provided herein, the Principals,
Seller and Buyer shall pay all of their own respective fees, costs and
expenses (including fees, costs and expenses of legal counsel, investment
bankers, brokers or other representatives and consultants and appraisal fees,
costs and expenses) incurred in connection with the negotiation of this
Agreement, the performance of its obligations hereunder and the consummation
of the transactions contemplated hereby.

     8.6  SPECIFIC PERFORMANCE. Each of Seller and Buyer acknowledges and
agrees that the other parties would be damaged irreparably in the event any
of the provisions of this Agreement is not performed in accordance with its
specific terms or is otherwise breached. Accordingly, each of Seller and
Buyer agrees that the other parties shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of this Agreement and to
enforce specifically this Agreement and the terms and provisions hereof in
any action instituted in any court in the United States or in any state
having

                                       42


jurisdiction over the parties and the matter in addition to any other remedy to
which they may be entitled pursuant hereto.

     8.7  ARBITRATION PROCEDURE

          (a)  Each of Buyer and Seller agrees that the arbitration procedure
set forth below shall be the sole and exclusive method for resolving and
remedying claims for money damages arising out of the provisions this Article
VIII (the "DISPUTES") following the Closing; PROVIDED THAT nothing in this
Section 8.7 shall prohibit a party hereto from instituting litigation to enforce
any Final Determination (as defined below). The parties hereby acknowledge and
agree that, except as otherwise provided in this Section 8.7 or in the Rules for
Non-Administered Arbitration of Business Disputes (the "RULES") promulgated by
the Center for Public Resources Institute for Dispute Resolutions (the
"INSTITUTE") as in effect from time to time, the arbitration procedures and any
Final Determination hereunder shall be governed by, and shall be enforced
pursuant to, the United States Arbitration Act, 9 U.S.C. ss.1 Et. SEq.

          (b)  In the event that any party asserts that there exists a
Dispute, such party shall deliver a written notice to each other party
involved therein specifying the nature of the asserted Dispute and requesting
a meeting to attempt to resolve the same. If no such resolution is reached
within ten business days after the delivery of such notice, the party
delivering such notice of Dispute (the "DISPUTING PERSON") may thereafter
commence arbitration hereunder by delivering to each other party involved
therein a notice of arbitration (a "NOTICE OF ARBITRATION"). Such Notice of
Arbitration shall specify the nature of any Dispute and any other matters
required by the Rules as in effect from time to time to be included therein.
The Arbitrator shall permit and facilitate such discovery as the party
initiating such claim shall reasonably request. Buyer and Seller shall
mutually agree upon one arbitrator to resolve any Dispute pursuant to the
procedures set forth in this Section 8.7 and the Rules.

          (c)  The arbitrator selected pursuant to Section 8.7(b) will
determine the allocation of the costs and expenses of arbitration based upon
the percentage which the portion of the contested amount not awarded to each
party bears to the amount actually contested by such party. For example, if
Buyer submits a claim for $1,000 and if Seller contest only $500 of the
amount claimed by Buyer, and if the arbitrator ultimately resolves the
dispute by awarding Buyer $300 of the $500 contested, then the costs and
expenses of arbitration will be allocated 60% (i.e., 300 DIVIDED BY 500) to
Seller and 40% (i.e., 200 DIVIDED BY 500) to Buyer.

          (d)  The arbitration shall be conducted in Washington, D.C. under
the Rules as in effect from time to time. The arbitrator shall conduct the
arbitration so that a final result, determination, finding, judgment and/or
award (the "FINAL DETERMINATION") is made or rendered as soon as practicable,
but in no event later than 90 business days after the delivery of the Notice
of Arbitration nor later than 10 days following completion of the
arbitration. The Final Determination shall be final and binding on all
parties and there shall be no appeal from or reexamination of the Final
Determination, except for fraud, perjury, evident partiality or misconduct by
an arbitrator prejudicing the rights of any party and to correct manifest
clerical errors.

                                       43



          (e)  Buyer or Seller may enforce any Final Determination in any
state or federal court of competent jurisdiction. For the purpose of any
action or proceeding instituted with respect to any Final Determination, each
party hereto hereby irrevocably submits to the jurisdiction of such courts,
irrevocably consents to the service of process by registered mail or personal
service and hereby irrevocably waives, to the fullest extent permitted by
law, any objection which it may have or hereafter have as to personal
jurisdiction, the laying of the venue of any such action or proceeding
brought in any such court and any claim that any such action or proceeding
brought in any court has been brought in an inconvenient forum.

     8.8  FURTHER ASSURANCES. In the event that at any time after the Closing
any further action is necessary or desirable to carry out the purposes of
this Agreement, each of the parties hereto will take such further action
(including the execution and delivery of such further instruments and
documents) as any other party hereto reasonably may request. Seller
acknowledges and agrees that, from and after the Closing, Buyer will be
entitled to possession of all documents, books, records (including Tax
records), agreements and financial data of any sort relating to Seller, other
than the corporate minute books of Seller; PROVIDED THAT Seller will provide
a copy of such books to Buyer if so requested in connection with any third
party claim involving Buyer or its Affiliates and the Business. Seller shall
not in any manner take any action which is designed, intended or might be
reasonably anticipated to have the effect of discouraging customers,
suppliers, lessors, licensors and other business associates from maintaining
the same business relationships with Seller and its Affiliates at any time
after the date of this Agreement as were maintained with Seller and its
Affiliates prior to the date of this Agreement.

     8.9  CONFIDENTIALITY. Each of the Seller Parties and Buyer agrees not to
disclose or use at any time (and each of the Seller Parties and Buyer shall
cause each of its Affiliates not to use or disclose at any time) any
Confidential Information, except to the extent that such disclosure or use is
required by law. Each of the Seller Parties and Buyer further agrees to take
all appropriate steps (and to cause each of his or its Affiliates to take all
appropriate steps) to safeguard such Confidential Information and to protect
it against disclosure, misuse, espionage, loss and theft. In the event any
Seller Party, Buyer or any of their respective Affiliates is required by law
to disclose any Confidential Information, the Seller Party or Buyer shall
promptly notify the other in writing, which notification shall include the
nature of the legal requirement and the extent of the required disclosure,
and the Seller Party shall cooperate with Buyer and the Seller Parties to
preserve the confidentiality of such information consistent with applicable
law.

     8.10 TAX MATTERS

          (a)  TAX PERIODS ENDING ON, BEFORE OR AFTER THE CLOSING DATE.
Seller shall prepare or cause to be prepared and file or cause to be filed
and be responsible for all Taxes due or to become due with respect to all Tax
Returns for Seller for all periods ending on, prior to or after the Closing
Date or for which the date of measurement for such Tax occurs on, prior to or
after the Closing Date. Buyer shall be responsible for all Taxes due or to
become due with respect to Tax Returns for Buyer

                                       44



for all periods ending on, prior to or after the Closing Date for which the
measurement for such Tax occurs on, prior to or after the Closing Date.

          (b)  COOPERATION ON TAX MATTERS. Seller and Buyer shall cooperate
fully, as and to the extent reasonably requested by the other party, in
connection with the filing of Tax Returns pursuant to this Section 8.10 and
any audit, litigation or other proceeding with respect to Taxes.

          (c)  SALES AND TRANSFER TAXES. All sales, use, excise, value-added,
goods and services, transfer, recording, documentary, registration,
conveyancing and similar taxes that may be imposed on the sale and transfer
of the Purchased Assets (including any stamp, duty or other tax chargeable in
respect of any instrument transferring property and any recording fees or
expenses payable in connection with the sale and transfer of the Intellectual
Property), together with any and all penalties, interest and additions to tax
with respect thereto, shall be paid by Seller. Buyer and Seller shall
cooperate in timely making all filings, returns, reports and forms as may be
required to comply with the provisions of applicable law in connection with
the payment of any such taxes described in the immediately preceding
sentence. Buyer and Seller shall cooperate in providing each other with
appropriate resale exemption certification and other similar tax and fee
documentation.

     8.11 EMPLOYEE AND RELATED MATTERS

          (a)  TRANSFERRED EMPLOYEES. As of the Closing Date, Buyer shall
offer employment to all employees of Seller who are actively employed by
Seller in connection with the Business as of the Closing Date (the "ACTIVE
EMPLOYEES"). In the case of any employees of Seller in connection with the
Business who, as of the Closing Date, are absent from active employment with
Seller for any reason (including as a result of layoff, leave of absence,
disability, illness or injury) (the "INACTIVE EMPLOYEES" and, together with
the Active Employees, the "BUSINESS EMPLOYEES") such Inactive Employees shall
not become employees of Buyer unless (i) the Inactive Employee was absent
from active employment with Seller as of the Closing Date solely on account
of a short-term disability, and (ii) such Inactive Employee returns to active
employment with Buyer within a period of 3 months following the Closing Date.
The Business Employees who become employed by Buyer shall be referred to
herein as "TRANSFERRED EMPLOYEES." Buyer shall employ each Transferred
Employee at the same salary or wage level provided to such Transferred
Employee by Seller immediately prior to the Closing; PROVIDED THAT,
notwithstanding the foregoing, Buyer may modify such salary or wage level at
any time subsequent to the Closing Date. Nothing in this Agreement shall
limit Buyer's ability to terminate the employment of any Transferred Employee
at any time and for any reason, including without cause.

          (b)  SELLER EMPLOYEE BENEFIT PLANS. Effective as of the earlier of
the last day of the month in which the Closing Date occurs or the day in
which Buyer obtains replacement health and welfare coverage for the
Transferred Employees (the "TRANSITION DATE"), Seller shall terminate all
Plans. Buyer shall have no right, title, interest, obligation, duty or
liability with respect to the Plans or any other "employee pension benefit
plan" (as such term is defined in Section 3(2) of ERISA) that is maintained
or contributed to by (or required to be maintained or contributed to by) any
person or

                                       45



entity that, together with Seller, is at any time treated as a single
employer under Section 414 of the Code (each such employee pension benefit
plan, an "ERISA AFFILIATE PLAN"), and Seller shall indemnify and hold Buyer
harmless against all claims, suits, damages, losses, costs and expenses
arising out of any liabilities, obligations or commitments with respect to
the Plans, the ERISA Affiliate Plans and any employee pension benefit plans
sponsored at any time by Communicor Corporation.

          (c)  BENEFIT ARRANGEMENTS FOR TRANSFERRED EMPLOYEES. During the
period commencing on the Closing Date and ending on the Transition Date (the
"TRANSITION PERIOD"), Transferred Employees shall continue to participate in
Seller's Plans. Buyer shall reimburse Seller for the cost of coverage under
the Plans during the Transition Period. Effective on the day following the
Transition Date, Buyer shall provide to and on behalf of the Transferred
Employees such employee benefit plans or programs as are substantially
comparable in the aggregate to similar employee benefit plans or programs
provided by Seller to and on behalf of Transferred Employees prior to the
Closing Date. So long as Seller terminates all Plans pursuant to Section
8.11(b), Buyer shall be responsible for obligations arising under Part 6 of
Title I of ERISA and Section 4980B of the Code relating to any qualifying
event occurring on or before the Transition Date.

          (d)  OTHER MATTERS. Seller shall be responsible for all
liabilities, obligations and commitments relating to: (i) compensation of the
Transferred Employees for periods prior to the Closing Date and arising as a
result of the transactions contemplated by this Agreement, including
severance compensation and bonus payments; and (ii) payments attributable to
any accrued and unpaid holidays and sick days to which the Transferred
Employees are entitled with respect to all periods of service as of the
Closing Date under any holiday, sick day or similar policy or practice of any
Seller in effect immediately preceding the Closing Date.

          (e)  MUTUAL COOPERATION. Seller shall provide promptly to Buyer, at
Buyer's request, any information or copies of personnel records (including
addresses, dates of birth, dates of hire and dependent information) relating
to the Transferred Employees or relating to the service of Transferred
Employees with Seller (and predecessors of Seller, as applicable). Seller and
Buyer shall each cooperate with the other and shall provide to the other such
documentation, information and assistance as is reasonably necessary to
effect the provisions of this Section 8.11.

          (f)  PAYROLL TAXES. Buyer and Seller agree that the payroll taxes
of the Transferred Employees shall be treated in accordance with the
Alternate Procedure of Section 5 of Revenue Procedure 96-60.

     8.12 NAME CHANGE. On the Closing, Seller and all of its Affiliates shall
change their names to a name which does not use the word or a word similar to
"Communicor."

     8.13 NULINE EQUIPMENT. Seller shall, and Seller Parties shall cause its
Affiliates to, make available to Buyer the "Nuline" equipment (the "NULINE
EQUIPMENT") identified on Attachment IV.C to the attached CONTRACTS SCHEDULE.
If Buyer chooses (in its sole discretion) to use the Nuline

                                       46



Equipment, Buyer shall pay to Seller as rent an amount equal to the fair
market rental value of the Nuline Equipment used.

     8.14 INSURANCE TRANSITION. The Seller Parties agree that Seller will
maintain the insurance policies (with Buyer and Buyer's lenders listed as an
additional named insured) described on the attached INSURANCE TRANSITION
SCHEDULE, for a period of time commencing immediately after the Closing and
ending when Buyer notifies Seller that it has obtained its own separate
insurance coverage (the "INSURANCE TRANSITION PERIOD"). Buyer shall reimburse
Seller for the out-of-pocket cost of such insurance maintained by Seller
during the Insurance Transition Period.

                                   ARTICLE IX

                                  MISCELLANEOUS

     9.1  AMENDMENT AND WAIVER. This Agreement may be amended, and any
provision of this Agreement may be waived; PROVIDED THAT any such amendment
or waiver will be binding upon the Seller Parties only if such amendment or
waiver is set forth in a writing executed by Seller, and any such amendment
or waiver will be binding upon the Buyer only if such amendment or waiver is
set forth in a writing executed by Buyer. No course of dealing between or
among any Persons having any interest in this Agreement shall be deemed
effective to modify, amend or discharge any part of this Agreement or any
rights or obligations of any Person under or by reason of this Agreement. 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.

     9.2  NOTICES. All notices, demands and other communications to be given
or delivered under or by reason of the provisions of this Agreement shall be
in writing and shall be deemed to have been given (i) when personally
delivered, sent by telecopy (with hard copy to follow) or sent by reputable
overnight express courier (charges prepaid), or (ii) five days following
mailing by certified or registered mail, postage prepaid and return receipt
requested. Unless another address is specified in writing, notices, demands
and communications to the Seller Parties and Buyer shall be sent to the
addresses indicated below:

NOTICES TO SELLER PARTIES:

Communicor Corporation - USA
P.O. Box 35884
Fayetteville, NC 28303
Attn:    Gardner H. Altman, Jr.
Telecopy:         (910) 484-5853

With copies to (which shall not constitute notice to the Seller Parties):


                                       47



Murnane, Conlin, White & Brandt
1800 Piper Jaffray Plaza
444 Cedar Street
St. Paul, MN 55101
Attn:    John E. Brandt
Telecopy:         (651) 223-5199

Alston & Bird LLP
1201 West Peachtree Street
Atlanta, GA 30309-3424
Attn:    Joe T. Taylor
Telecopy:         (404) 881-4777

NOTICES TO THE BUYER:

Communicor Telecommunications, Inc.
c/o Linc.net, Inc.
6303 Blue Lagoon Drive
Suite 304
Miami, FL 33126
Attn: Ismael Perera
Telecopy:         (305) 266-0875

WITH COPIES TO (WHICH SHALL NOT CONSTITUTE NOTICE TO THE BUYER):

First Chicago Equity Capital
55 West Monroe Street
16th Floor
Chicago, IL 60670
Attn:    Burton E. McGillivray
Telecopy:         (312) 732-7483

Saunders Karp & Megrue
262 Harbor Drive
Stamford, CT 06902
Attn:    Timothy B. Armstrong
Telecopy:         (203) 708-6677

Kirkland & Ellis
200 East Randolph
Chicago, IL 60601
Attn:    Ted H. Zook
         E. Paul Quinn


                                       48



Telecopy:         (312) 861-2200


     9.3  SUCCESSORS AND ASSIGNS. This Agreement and all of the covenants and
agreements contained herein and rights, interests or obligations hereunder,
by or on behalf of any of the parties hereto, shall bind and inure to the
benefit of the respective heirs, successors and assigns of the parties hereto
whether so expressed or not, except that neither this Agreement nor any of
the covenants and agreements herein or rights, interests or obligations
hereunder may be assigned or delegated by any Seller Party after the Closing,
without the prior written consent of Buyer. Without limiting the foregoing,
Buyer may assign its rights and obligations pursuant to this Agreement,
including its rights and obligations under the Escrow Agreement, in whole or
in part, to an Affiliate or in connection with any disposition or transfer of
all or any portion of Buyer, Linc.net or their business in any form of
transaction without the consent of any of the other parties hereto; PROVIDED
THAT Linc.net may not assign its guarantee hereunder without the prior
written consent of Seller. Buyer and Linc.net may assign any or all of their
rights pursuant to this Agreement, including their rights to indemnification,
to any of their lenders as collateral security.

     9.4  SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.

     9.5  INTERPRETATION. The headings and captions used in this Agreement,
in any Schedule or Exhibit hereto, in the table of contents or in any index
hereto are for convenience of reference only and do not constitute a part of
this Agreement and shall not be deemed to limit, characterize or in any way
affect any provision of this Agreement or any Schedule or Exhibit hereto, and
all provisions of this Agreement and the Schedules and Exhibits hereto shall
be enforced and construed as if no caption or heading had been used herein or
therein. Any capitalized terms used in any Schedule or Exhibit attached
hereto and not otherwise defined therein shall have the meanings set forth in
this Agreement. Each defined term used in this Agreement shall have a
comparable meaning when used in its plural or singular form. The use of the
word "including" herein shall mean "including without limitation" and, unless
the context otherwise required, "neither," "nor," "any," "either" and "or"
shall not be exclusive. The term "knowledge" shall mean with respect to the
Seller, the actual knowledge, after reasonable investigation, of the
Principals, and, with respect to any other Person, means the actual knowledge
of such Person. The parties hereto intend that each representation, warranty
and covenant contained herein shall have independent significance. If any
party has breached any representation, warranty or covenant contained herein
in any respect, the fact that there exists another representation, warranty
or covenant relating to the same subject matter (regardless of the relative
levels of specificity) which such party has not breached shall not detract
from or mitigate the fact that such party is in breach of the first
representation, warranty or covenant. The parties have participated jointly
in the negotiation and drafting of this Agreement. In the event an ambiguity
or question of intent or interpretation arises, this Agreement shall be
construed as if drafted jointly by the parties, and no

                                       49



presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any of the provisions of this Agreement.

     9.6  CAPTIONS. The captions used in this Agreement are for convenience
of reference only and do not constitute a part of this Agreement and shall
not be deemed to limit, characterize or in any way affect any provision of
this Agreement, and all provisions of this Agreement shall be enforced and
construed as if no caption had been used in this Agreement.

     9.7  NO THIRD-PARTY BENEFICIARIES. Nothing herein expressed or implied
is intended or shall be construed to confer upon or give to any Person other
than the parties hereto and their respective permitted successors and
assigns, any rights or remedies under or by reason of this Agreement, such
third parties specifically including employees and creditors of Seller.

     9.8  COMPLETE AGREEMENT. This Agreement and the agreements and documents
referred to herein contain the entire agreement and understanding between the
parties with respect to the subject matter hereof and supersede all prior
agreements and understandings (including that certain letter of intent dated
November 5, 1999, between Buyer and Seller), whether written or oral,
relating to such subject matter in any way.

     9.9  COUNTERPARTS. This Agreement may be executed in one or more
counterparts (including by means of telecopied signature pages), all of which
taken together shall constitute one and the same instrument.

     9.10 DELIVERY BY FACSIMILE. This Agreement and any signed agreement or
instrument entered into in connection with this Agreement, and any amendments
hereto or thereto, to the extent signed and delivered by means of a facsimile
machine, shall be treated in all manner and respects as an original agreement
or instrument and shall be considered to have the same binding legal effect
as if it were the original signed version thereof delivered in person. At the
request of any party hereto or to any such agreement or instrument, each
other party hereto or thereto shall re-execute original forms thereof and
deliver them to all other parties. No party hereto or to any such agreement
or instrument shall raise the use of a facsimile machine to deliver a
signature or the fact that any signature or agreement or instrument was
transmitted or communicated through the use of a facsimile machine as a
defense to the formation of a contract and each such party forever waives any
such defense.

     9.11 GOVERNING LAW. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by the
internal law of the State of Minnesota without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of Minnesota
or any other jurisdictions) that would cause the application of the laws of
any jurisdictions other than the State of Minnesota.

                                       50



     9.12 SCHEDULES. Nothing in any schedule attached hereto shall be
adequate to disclose an exception to a representation or warranty made in
this Agreement unless such schedule identifies the exception with
particularity and describes the relevant facts in reasonable detail. Without
limiting the generality of the foregoing, the mere listing (or inclusion of a
copy) of a document or other item shall not be adequate to disclose an
exception to a representation or warranty made in this Agreement, unless the
representation or warranty has to do with the existence of the document or
other item itself. No exceptions to any representations or warranties
disclosed on one schedule shall constitute an exception to any other
representations or warranties made in this Agreement unless the exception is
disclosed as provided herein on each such other applicable schedule by cross
reference or otherwise. Other than with respect to the attached
INDEMNIFICATION SCHEDULE, to the extent that there is an inconsistency
between the provisions of this Agreement and the Schedules attached hereto,
this Agreement and the provisions hereof shall govern.

     9.13 BULK TRANSFER LAWS. Buyer hereby waives compliance by Seller with
the provisions of any so-called bulk transfer laws of any jurisdiction in
connection with the sale of the Purchased Assets. Seller agrees to indemnify
Buyer against all liability, damage or expense which Buyer may suffer due to
the failure to so comply or to provide notice required by any such law.

     9.14 LINC.NET GUARANTEE. Linc.net guarantees the payment and performance
of Buyer's obligations hereunder. The liability of Linc.net under this
guarantee shall be direct and immediate and not conditional or contingent
upon the pursuit of any remedies against Buyer or any other person. This
guaranty shall remain in full force and effect even though any right which
Seller has against Buyer has been assigned or otherwise transferred or
diminished.

                                    * * * * *


                                       51



          IN WITNESS WHEREOF, the parties hereto have executed this Asset
Purchase Agreement on the date first written above.

                       COMMUNICOR TELECOMMUNICATIONS, INC.


                       By:_________________________________
                       Name:
                       Title:


                       LINC.NET, INC. (with respect to Section 9.14 only)


                       By:_________________________________
                       Name:
                       Title:


                       COMMUNICOR CORPORATION - USA


                       By:________________________________
                       Name:
                       Title:


                       COMMUNICATIONS CONSTRUCTION CORPORATION


                       By:________________________________
                       Name:
                       Title:

                       CHAR STAN, INC.


                       By:_________________________________
                       Name:
                       Title:







                       TRANSWEST, INC.

                       By:_________________________________
                       Name:
                       Title:


                       ASTRAKEL INTERNATIONAL, LTD.

                       By:__________________________________
                       Name:
                       Title:


                       TRANSWESTSOUTH, INC.

                       By:________________________________
                       Name:
                       Title:



                       _________________________________
                       Stanley D. Lebakken, individually and doing business
                       as dealer under the name Transwest



                       _________________________________
                       Charles R. Lundgren, individually and doing business
                       as dealer under the name Transwest


                       _________________________________
                       Charles R. Lundgren


                       _________________________________
                       Stanley D. Lebakken


                       _________________________________
                       Gardner H. Altman, Jr.





                            INDEMNIFICATION SCHEDULE

     Notwithstanding anything contained in this Agreement or the Disclosure
Schedules to the contrary, each of the Seller Parties (and AsTraKel with
respect to item 2) shall jointly and severally indemnify the Buyer Parties
and save and hold each of them harmless against and pay on behalf of or
reimburse such Buyer Parties as and when occurred for:

1.   All Losses related to claims of any sort or nature made by Masoud
Shirazi related to facts, events or circumstances arising on or before the
Closing Date, including but not limited to any right to receive a percentage
of the revenues or profits of Seller or any right to purchase Seller assets.

2.   All Losses related to claims of any sort or nature made by
Communications Technology Companies, Inc. or its successors or assigns by
operation of law or otherwise.

3.   All Losses related to claims of any sort or nature made by the "Walker
Group" or related to the Communicor South West Joint Venture, E&C
Communications Construction, Inc., CC Enterprises Development Corp., NLLC,
Inc. or Nuline Communications, Inc.

4.   All Losses related to any Tax liabilities of any Person as a transferee
or successor, by contract or otherwise, resulting from the transfer of the
Business from Communicor Corporation to Seller in April 1999.




                            BUYER BROKERAGE SCHEDULE

     Buyer or one of its Affiliates will pay a fee to Gateway Partners in
connection with the transactions contemplated by this Agreement.







                          INSURANCE TRANSITION SCHEDULE

- ----------------------------------------------------------------------------------------------------------------------

         COVERAGE                                                                   POLICY TERM         LIMIT OF
        DESCRIPTION                  INSURANCE COMPANY              POLICY #                            LIABILITY
- ---------------------------- ----------------------------------- ---------------- ----------------- ------------------
                                                                                             
    Property Insurance       Federated Mutual Insurance Company      1048960         6/24/99-00          Various
- ---------------------------- ----------------------------------- ---------------- ----------------- ------------------

            EDP              Federated Mutual Insurance Company      1048960         6/24/99-00          Various
- ---------------------------- ----------------------------------- ---------------- ----------------- ------------------

   Contractors Equipment     Federated Mutual Insurance Company      1048960         6/24/99-00          Various
- ---------------------------- ----------------------------------- ---------------- ----------------- ------------------

   Installation Floater      Federated Mutual Insurance Company      1048960         6/24/99-00         $250,000
- ---------------------------- ----------------------------------- ---------------- ----------------- ------------------

   Workers Compensation      Federated Mutual Insurance Company      1048962         6/24/99-00        $500,000 EL
- ---------------------------- ----------------------------------- ---------------- ----------------- ------------------

     General Liability       Federated Mutual Insurance Company      1048960         6/24/99-00        $2 million
- ---------------------------- ----------------------------------- ---------------- ----------------- ------------------

   Automobile Insurance      Federated Mutual Insurance Company      1048960         6/24/99-00        $1 million
- ---------------------------- ----------------------------------- ---------------- ----------------- ------------------

    Umbrella Liability       Federated Mutual Insurance Company      1048961         6/24/99-00        $10 million
- ---------------------------- ----------------------------------- ---------------- ----------------- ------------------

      Crime Insurance        Federated Mutual Insurance Company      1048960         6/24/99-00
- ---------------------------- ----------------------------------- ---------------- ----------------- ------------------

           EPLI              Federated Mutual Insurance Company      1093677         6/24/99-00         $250,000
- ---------------------------- ----------------------------------- ---------------- ----------------- ------------------

EX-2.9

                                                               Exhibit No. 2.9

                                                              [EXECUTION COPY]

================================================================================



                                MERGER AGREEMENT

                                  by and among

                    COMMUNICATIONS CONSTRUCTION CORPORATION,

                            THE SELLERS NAMED HEREIN,

                                 LINC.NET, INC.

                                       and

                         LINC.NET ACQUISITION CORP. III



                            Dated as of May 10, 2000



================================================================================




                                                      TABLE OF CONTENTS




                                                                                                                  Page
                                                                                                               
ARTICLE I

         CERTAIN DEFINITIONS......................................................................................1

         1.1         Definitions..................................................................................1

ARTICLE II

         PURCHASE AND SALE OF THE SHARES..........................................................................3
         2.1         The Merger...................................................................................3
         2.2         Closing......................................................................................3
         2.3         Actions at Closing...........................................................................3
         2.4         Effect of Merger.............................................................................3
         2.5         Procedure for Payment........................................................................4
         2.6         Closing of Transfer Records..................................................................4

ARTICLE III

         CONDITIONS TO CLOSING....................................................................................5
         3.1         Conditions to Buyer's and Acquisition Sub's Obligations......................................5
         3.2         Conditions to Company's and Sellers' Obligations.............................................6

ARTICLE IV

         [Intentionally Omitted]..................................................................................7

ARTICLE V

         REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY AND SELLERS........................................7
         5.1         Capacity, Organization, Corporate Power and Licenses.........................................7
         5.2         Capital Stock and Related Matters; Title to Shares...........................................8
         5.3         Authorization; Noncontravention..............................................................8
         5.4         Subsidiaries.................................................................................9
         5.5         Absence of Undisclosed Liabilities...........................................................9
         5.6         No Material Adverse Effect...................................................................9
         5.7         Contracts and Commitments....................................................................9


                                                        -i-


         5.8         Intellectual Property Rights................................................................10
         5.9         Litigation..................................................................................10
         5.10        Compliance with Laws........................................................................11
         5.11        Environmental and Safety Matters............................................................11
         5.12        Employees...................................................................................11
         5.13        Employee Benefit Plans......................................................................12
         5.14        Tax Matters.................................................................................13
         5.15        Brokerage and Transaction Bonuses...........................................................14
         5.16        Bank Accounts...............................................................................14
         5.17        Names and Locations.........................................................................14
         5.18        Affiliated Transactions.....................................................................14
         5.19        Disclosure..................................................................................15

ARTICLE VI

         REPRESENTATIONS AND WARRANTIES OF BUYER AND ACQUISITION SUB.............................................15
         6.1         Organization and Power......................................................................15
         6.2         Capitalization..............................................................................15
         6.3         Authorization...............................................................................16
         6.4         No Violation................................................................................16
         6.5         Governmental Authorities and Consents.......................................................16
         6.6         Litigation..................................................................................16
         6.7         Brokerage...................................................................................16

ARTICLE VII

         [Intentionally Omitted].................................................................................17

ARTICLE VIII

         ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING..........................................................17
         8.1         Survival of Representations and Warranties..................................................17
         8.2         Indemnification.............................................................................18
         8.3         Mutual Assistance...........................................................................18
         8.4         Press Release and Announcements.............................................................18
         8.5         Expenses....................................................................................18
         8.6         Specific Performance........................................................................18


                                                        -ii-


         8.7         Arbitration Procedure.......................................................................19
         8.8         Further Assurances..........................................................................20
         8.9         Confidentiality.............................................................................20
         8.10        Tax Matters.................................................................................20

ARTICLE IX

         MISCELLANEOUS...........................................................................................22
         9.1         Amendment and Waiver........................................................................22
         9.2         Notices.....................................................................................22
         9.3         Successors and Assigns......................................................................24
         9.4         Severability................................................................................25
         9.5         Interpretation..............................................................................25
         9.6         Captions....................................................................................25
         9.7         No Third-Party Beneficiaries................................................................25
         9.8         Complete Agreement..........................................................................25
         9.9         Counterparts................................................................................26
         9.10        Delivery by Facsimile.......................................................................26
         9.11        Governing Law...............................................................................26
         9.12        Schedules...................................................................................26


                                                        -iii-


                            EXHIBITS AND SCHEDULES


EXHIBITS:

Exhibit A    -     Form of Certificate of Merger

SCHEDULES

Qualifications Schedule
Officers and Directors Schedule
Restrictions Schedule
Liabilities Schedule
Contracts Schedule
Compliance Schedule
Permits Schedule
Employees Schedule
Employee Benefits Schedule
Taxes Schedule
Brokerage Schedule
Affiliated Transactions Schedule
Buyer Brokerage Schedule
Names and Locations Schedule


                                      -iv-


                                MERGER AGREEMENT

                  THIS MERGER AGREEMENT (this "AGREEMENT") is made and
entered into as of May 10, 2000, by and among Communications Construction
Corporation, a Delaware corporation (the "COMPANY"), AsTraKel International,
Ltd., a Delaware corporation ("ASTRAKEL" or "SELLER"), and Gardner H. Altman,
Jr. ("ALTMAN" and together with AsTraKel, "SELLERS"), Linc.net, Inc., a
Delaware corporation ("BUYER"), and Linc.net Acquisition Corp. III, a
Delaware corporation ("ACQUISITION SUB") and wholly-owned subsidiary of Buyer.

                  WHEREAS, Buyer owns all of the issued and outstanding
Common Stock, $.01 par value per share, of Acquisition Sub (the "ACQUISITION
SUB SHARES");

                  WHEREAS, AsTraKel owns all of the issued and outstanding
Common Stock, no par value per share, of the Company (the "COMPANY SHARES");

                  WHEREAS, on the terms and subject to the conditions set
forth in this Agreement, Buyer, Acquisition Sub, Sellers and the Company
desire to merge Acquisition Sub with and into the Company; and

                  WHEREAS, an affiliate of Buyer has entered into an Asset
Purchase Agreement ("COMMUNICOR ACQUISITION AGREEMENT") dated of even date
herewith by and among Communicor Corporation-USA, an Arizona corporation
("CC-USA"), and the other parties named therein pursuant to which an
affiliate of Buyer shall purchase certain assets related to the business of
CC-USA.

                  NOW, THEREFORE, in consideration of the mutual covenants,
agreements and understandings contained herein and intending to be legally
bound, the parties hereto hereby agree as follows:

                                    ARTICLE I

                               CERTAIN DEFINITIONS

         1.1 DEFINITIONS. Capitalized terms used in this Agreement and not
otherwise defined herein shall have the meaning ascribed thereto in the
Communicor Acquisition Agreement. For purposes of this Agreement, where
portions of the Communicor Acquisition Agreement are incorporated herein by
reference, all references to "Seller," "Principals" or "Seller Parties" in
the Communicor Acquisition Agreement shall be deemed to be references to the
Sellers and the Company as defined herein and all references to Buyer or
Buyer Parties in the Communicor Acquisition Agreement shall be deemed to be
references to Buyer and Acquisition Sub as defined herein. For the purposes
of this Agreement, the following terms have the meanings set forth below:





                  "AFFILIATE" of any particular Person means any other Person
controlling, controlled by or under common control with such Person. For
purposes of this definition, "CONTROL" (including the terms "CONTROLLING,"
"CONTROLLED BY" and "UNDER COMMON CONTROL WITH") means the possession, direct
or indirect, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities,
by contract or otherwise, and such "control" will be presumed if any Person
owns 10% or more of the voting capital stock or other ownership interests,
directly or indirectly, of any other Person.

                  "AFFILIATED GROUP" means an affiliated group as defined in
Section 1504 of the Code (or any analogous combined, consolidated or unitary
group defined under state, local or foreign income Tax law) of which the
Company or any of its Affiliates is or has been a member.

                  "BUYER COMMON SHARE" means any share of the Common Stock,
$.01 par value per share, of Buyer.

                  "BUYER PREFERRED SHARE" means any share of the Series B
Preferred Stock, $.01 par value per share, of Buyer.

                  "CONFIDENTIAL INFORMATION" means all information of a
confidential or proprietary nature (whether or not specifically labeled or
identified as "confidential"), in any form or medium, that relates to the
business, products, services or research or development of the Company or its
Affiliates or their respective suppliers, distributors, customers,
independent contractors or other business relations. Confidential Information
includes, but is not limited to, the following: (i) internal business
information (including information relating to strategic and staffing plans
and practices, business, training, marketing, promotional and sales plans and
practices, cost, rate and pricing structures and accounting and business
methods); (ii) identities of, individual requirements of, specific
contractual arrangements with, and information about, the Company's or any of
its Affiliates' suppliers, distributors, customers, independent contractors
or other business relations and their confidential information; (iii) trade
secrets, know-how, compilations of data and analyses, techniques, systems,
formulae, recipes, research, records, reports, manuals, documentation,
models, data and data bases relating thereto; (iv) inventions, innovations,
improvements, developments, methods, designs, analyses, drawings, reports and
all similar or related information (whether or not patentable); and (v) other
Intellectual Property Rights.

                  "MATERIAL ADVERSE EFFECT" means a material and adverse
effect or development upon the business, operations, assets, liabilities,
financial condition, value, business prospects, operating results, cash flow,
net worth or employee, customer or supplier relations of the Company.

                  "SELLER REPRESENTATIVE" means Altman.


                                      -2-


                  "TAX" means any (i) federal, state, local or foreign
income, gross receipts, franchise, estimated, alternative minimum, add-on
minimum, sales, use, transfer, registration, value added, excise, natural
resources, severance, stamp, occupation, premium, windfall profit,
environmental, customs, duties, real property, personal property, capital
stock, social security, unemployment, disability, payroll, license, employee
or other withholding, or other tax, of any kind whatsoever, including any
interest, penalties or additions to tax or additional amounts in respect of
the foregoing; (ii) liability of the Company or any of its Affiliates for the
payment of any amounts of the type described in clause (i) above arising as a
result of being (or ceasing to be) a member of any Affiliated Group (or being
included (or required to be included) in any Tax Return relating thereto);
and (iii) liability of the Company or any of its Affiliates for the payment
of any amounts of the type described in clause (i) above as a result of any
express or implied obligation to indemnify or otherwise assume or succeed to
the liability of any other Person.

                  "TAX RETURNS" means returns, declarations, reports, claims
for refund, information returns or other documents (including any related or
supporting schedules, statements or information) filed or required to be
filed in connection with the determination, assessment or collection of any
Taxes of any party or the administration of any laws, regulations or
administrative requirements relating to any Taxes.

                                   ARTICLE II

                         PURCHASE AND SALE OF THE SHARES

          2.1 THE MERGER. On and subject to the terms and conditions of this
Agreement, Acquisition Sub will merge with and into the Company (the
"MERGER") at the Effective Time (as defined below). The Company shall be the
corporation surviving the Merger (the "SURVIVING CORPORATION").

          2.2 CLOSING. The closing of the transactions contemplated by this
Agreement shall take place as set forth in Section 2.3 of the Communicor
Acquisition Agreement.

          2.3 ACTIONS AT CLOSING. At the Closing, (i) the Company or the
Seller Representative will deliver to Buyer the various certificates,
instruments, and documents referred to in Section 3.1 below, (ii) Buyer will
deliver to the Seller Representative the various certificates, instruments,
and documents referred to in Section 3.2 below, (iii) Acquisition Sub and the
Company will file with the Secretary of State of the State of Delaware a
Certificate of Merger in the form attached hereto as EXHIBIT A (the
"CERTIFICATE OF MERGER"), and (iv) pursuant to Section 2.5, Buyer and
Acquisition Sub will deliver to AsTraKel the Stock Consideration (as defined
below).

          2.4 EFFECT OF MERGER.


                                      -3-


                  (a) GENERAL. The Merger shall become effective at the time
(the "EFFECTIVE TIME") Acquisition Sub and the Company file the Certificate
of Merger with the Secretary of State of the State of Delaware. The Merger
shall have the effect set forth in the Delaware General Corporation Law. The
Surviving Corporation may, at any time after the Effective Time, take any
action (including executing and delivering any document) in the name and on
behalf of either Acquisition Sub or the Company in order to carry out and
effectuate the transactions contemplated by this Agreement.

                  (b) CERTIFICATE OF INCORPORATION. The Certificate of
Incorporation of the Surviving Corporation shall be amended and restated at
and as of the Effective Time to read as did the Certificate of Incorporation
of Acquisition Sub immediately prior to the Effective Time (except that the
name of the Surviving Corporation will remain unchanged).

                  (c) BY-LAWS. The by-laws of the Surviving Corporation shall
be amended and restated at and as of the Effective Time to read as did the
by-laws of Acquisition Sub immediately prior to the Effective Time (except
that the name of the Surviving Corporation will remain unchanged).

                  (d) DIRECTORS AND OFFICERS. The directors of Acquisition
Sub shall become the directors of the Surviving Corporation at and as of the
Effective Time (retaining their respective positions and terms of office).
The officers of the Company in office at and as of the Effective Time will
remain the officers of the Surviving Corporation

                  (e) CONVERSION OF COMPANY SHARES. At and as of the
Effective Time, (A) all Company Shares, in aggregate, shall be converted into
the right to receive 3,333.334 Buyer Common Shares and 300 Buyer Preferred
Shares (together, the "STOCK CONSIDERATION"). No Company Share shall be
deemed to be outstanding or to have any rights other than those set forth
above in this Section 2.4(e) after the Effective Time.

                  (f) CONVERSION OF ACQUISITION SUB SHARES. At and as of the
Effective Time, each Acquisition Sub Share shall be converted into one share
of Common Stock, $.01 par value per share, of the Surviving Corporation.

          2.5 PROCEDURE FOR PAYMENT. Immediately after the Effective Time,
AsTraKel shall surrender the certificates representing all of the outstanding
Company Shares to Buyer. Upon surrender of the certificates, Buyer shall
deliver to AsTraKel or the Seller Representative the certificates
representing the Stock Consideration.

          2.6 CLOSING OF TRANSFER RECORDS. After the close of business on the
Closing Date, transfers of Company Shares outstanding prior to the Effective
Time shall not be made on the stock transfer books of the Surviving
Corporation.


                                      -4-


                                   ARTICLE III

                              CONDITIONS TO CLOSING

          3.1 CONDITIONS TO BUYER'S AND ACQUISITION SUB'S OBLIGATIONS. The
obligation of Buyer and Acquisition Sub to consummate the transactions
contemplated by this Agreement is subject to the satisfaction of the
following conditions on or prior to the Closing Date:

                  (a) Satisfaction of all conditions listed in Section 3.1 of
the Communicor Acquisition Agreement.

                  (b) The representations and warranties in Article V hereof
that are subject to materiality qualifications shall be true and correct in
all respects at and as of the Closing and the representations and warranties
contained in Article V hereof that are not subject to materiality
qualifications shall be true and correct in all material respects at and as
of the Closing, and each of Sellers and the Company shall have performed in
all material respects all of the covenants and agreements required to be
performed by Sellers and the Company hereunder prior to the Closing;

                  (c) The Company shall have received or obtained all
third-party consents and approvals that are necessary (i) for the
consummation of the transactions contemplated hereby or (ii) to prevent a
breach of or default under, or a termination, modification or acceleration
of, any instrument, contract, lease, license or other agreement identified
with an asterisk on the attached RESTRICTIONS SCHEDULE (collectively, the
"THIRD-PARTY APPROVALS"), in each case on terms reasonably satisfactory to
Buyer;

                  (d) Buyer, Acquisition Sub and the Company shall have
received or obtained all governmental and regulatory consents, approvals,
licenses and authorizations that are necessary (i) for the consummation of
the transactions contemplated hereby or (ii) for the Surviving Corporation to
own the assets of and operate the business of the Company following the
Closing (including any required approvals from the State of Delaware), in
each case on terms and conditions reasonably satisfactory to Buyer,
(collectively, the "GOVERNMENTAL APPROVALS");

                  (e) No suit, action or other proceeding shall be pending or
threatened before any court or governmental or regulatory official, body or
authority or any arbitrator wherein an unfavorable injunction, judgment,
order, decree, ruling or charge would (i) prevent the performance of this
Agreement or the consummation of any of the transactions contemplated hereby
or declare unlawful any of the transactions contemplated hereby, (ii) cause
any of the transactions contemplated by this Agreement to be rescinded
following consummation, or (iii) affect adversely the right of the Surviving
Corporation to own the assets of or operate the business of the Company;


                                      -5-


                  (f) At the Closing, the Company and Sellers shall have
delivered to Buyer (i) a certificate signed by the Company, dated the date of
the Closing, stating that the conditions specified in subsections (a) through
(e) above have been satisfied as of the Closing; (ii) copies of all
Third-Party Approvals and Governmental Approvals; (iii) certified copies of
the resolutions of the Company's board of directors authorizing the
execution, delivery and performance of this Agreement and the other
agreements contemplated hereby and the consummation of the transactions
contemplated hereby and thereby; (iv) certified copies of the resolutions of
the Company's shareholders authorizing the execution, delivery and
performance of this Agreement and the other agreements contemplated hereby
and the consummation of the transactions contemplated hereby and thereby; (v)
the resignations, effective as of the Closing, of each director of the
Company; (vi) good standing certificates for the Company for each
jurisdiction in which the Company is qualified to do business as a foreign
corporation, in each case dated as of a recent date prior to the Closing
Date; and (vii) such other documents or instruments as are required to be
delivered by Sellers or the Company at the Closing pursuant to the terms
hereof or that Buyer reasonably requests prior to the Closing Date to effect
the transactions contemplated hereby.

                  All proceedings to be taken by Sellers and the Company in
connection with the consummation of the transactions contemplated hereby and
all certificates, opinions, instruments and other documents required to
effect the transactions contemplated hereby reasonably requested by Buyer
shall be reasonably satisfactory in form and substance to Buyer and its
special counsel. Any condition specified in this Section 3.1 may be waived by
Buyer if such waiver is set forth in a writing duly executed by Buyer.

          3.2 CONDITIONS TO COMPANY'S AND SELLERS' OBLIGATIONS. The
obligation of the Company and Sellers to consummate the transactions
contemplated by this Agreement is subject to the satisfaction of the
following conditions at or prior to the Closing:

                  (a) The representations and warranties made in Article VI
hereof shall be true and correct in all material respects at and as of the
Closing, and Buyer and Acquisition Sub shall have performed in all material
respects all the covenants and agreements required to be performed by Buyer
and Acquisition Sub hereunder prior to the Closing;

                  (b) Satisfaction of all conditions listed in Section 3.2 of
the Communicor Acquisition Agreement.

                  (c) No suit, action or other proceeding shall be pending
before any court or governmental or regulatory official, body or authority
wherein an unfavorable injunction, judgment, order, decree or ruling would
(i) prevent consummation of the transactions contemplated by this Agreement
or (ii) cause the transactions contemplated by this Agreement to be rescinded
following consummation, and no such injunction, judgment, order, decree or
ruling shall be in effect;


                                      -6-


                  (d) At the Closing, Buyer shall have delivered to the
Seller Representative (i) a certificate signed by Buyer, dated the date of
the Closing, stating that the conditions specified in subsection (a) above
have been satisfied, (ii) certified copies of the resolutions of Buyer's and
Acquisition Sub's respective board of directors authorizing the execution,
delivery and performance of this Agreement and the other agreements
contemplated hereby and the consummation of the transactions contemplated
hereby and thereby, (iii) good standing certificates for Buyer for each
jurisdiction in which Buyer is qualified to do business as a foreign
corporation, in each case dated as of a recent date prior to the Closing
Date, and (iv) such other documents or instruments as are required to be
delivered by Buyer or Acquisition Sub at the Closing pursuant to the terms
hereof or that the Company or Sellers reasonably request prior to the Closing
Date to effect the transactions contemplated hereby.

                  All proceedings to be taken by Buyer or Acquisition Sub in
connection with the consummation of the transactions contemplated hereby and
all documents required to be delivered by Buyer or Acquisition Sub to effect
the transactions contemplated hereby reasonably requested by the Company or
Sellers shall be reasonably satisfactory in form and substance to Sellers.
Any condition specified in this Section 3.2 may be waived if such waiver is
set forth in a writing duly executed by the Company or the Seller
Representative.

                                   ARTICLE IV

                             [Intentionally Omitted]


                                    ARTICLE V

                    REPRESENTATIONS AND WARRANTIES CONCERNING
                             THE COMPANY AND SELLERS

         As a material inducement to Buyer and Acquisition Sub to enter into
this Agreement and consummate the transactions contemplated hereby, each of
Sellers and the Company hereby jointly and severally represents and warrants
to Buyer and Acquisition Sub, subject to the terms and conditions of Section
8.2 of the Communicor Acquisition Agreement, that:

         5.1 CAPACITY, ORGANIZATION, CORPORATE POWER AND LICENSES. Each
Seller has full power, authority and legal capacity to enter into this
Agreement and the other documents contemplated hereby to which such Seller is
a party and to perform his obligations hereunder and thereunder. The Company
is a corporation duly organized, validly existing and in good standing under
the laws of the State of Delaware and, except as set forth in the attached
QUALIFICATIONS SCHEDULE, is qualified to do business in every jurisdiction in
which its ownership of property or conduct of business


                                      -7-


requires it to qualify. The Company possesses all requisite corporate power
and authority and all licenses, permits and authorizations necessary to own
and operate its properties, to carry on its business as now conducted and
presently proposed to be conducted and to carry out the transactions
contemplated by this Agreement. The copies of the Company's certificate of
incorporation and by-laws which have been furnished to Buyer's special
counsel reflect all amendments made thereto at any time prior to the date of
this Agreement and are correct and complete. The minute books (containing the
records of meetings of the shareholders and the board of directors), the
stock certificate books and the stock record books of the Company are correct
and complete in all material respects. The Company is not in default under or
in violation of any provision of its certificate of incorporation or by-laws.
The attached OFFICERS AND DIRECTORS SCHEDULE sets forth a list all of the
officers and directors of the Company.

         5.2 CAPITAL STOCK AND RELATED MATTERS; TITLE TO SHARES. The entire
authorized capital stock of the Company consists of 1,000 Company Shares, of
which 100 shares are issued and outstanding. AsTraKel is the record owner of,
and has good and marketable title to, all of the outstanding Company Shares,
free and clear of all Encumbrances. The Company does not have outstanding any
stock or securities convertible or exchangeable for any shares of its capital
stock or containing any profit participation features, nor any rights or
options to subscribe for or to purchase its capital stock or any stock or
securities convertible into or exchangeable for its capital stock or any
stock appreciation rights or phantom stock plan. The Company is not subject
to any option or obligation (contingent or otherwise) to repurchase or
otherwise acquire or retire any shares of its capital stock or any warrants,
options or other rights to acquire its capital stock. The Company has not
violated any federal or state securities laws in connection with the offer,
sale or issuance of its capital stock. All of the outstanding shares of the
Company's capital stock have been validly issued and are fully paid and
nonassessable. There are no agreements between the Company's shareholders
with respect to the voting or transfer of the Company's capital stock or with
respect to any other aspect of the Company's affairs.

         5.3 AUTHORIZATION; NONCONTRAVENTION. The execution, delivery and
performance of this Agreement and all of the other agreements and instruments
contemplated hereby to which the Company or AsTraKel is a party have been
duly authorized by the Company and AsTraKel, and no other corporate act or
other proceeding on the part of the Company, AsTraKel, or their respective
board of directors or stockholders is necessary to authorize the execution,
delivery or performance of this Agreement or the other agreements
contemplated hereby and the consummation of the transactions contemplated
hereby or thereby. This Agreement has been duly executed and delivered by
each of the Company and Sellers and constitutes a valid and binding
obligation of each of the Company and Sellers, enforceable in accordance with
its terms, and each of the other agreements and instruments contemplated
hereby to which the Company or any Seller is a party, when executed and
delivered by the Company or such Seller(s), as applicable, in accordance with
the terms hereof and thereof, shall each constitute a valid and binding
obligation of such Person, enforceable in accordance with its respective
terms. Except as set forth on the attached RESTRICTIONS SCHEDULE, the


                                      -8-


execution and delivery by the Company and Sellers of this Agreement and all
of the other agreements and instruments contemplated hereby to which the
Company or any Seller(s) is a party and the fulfillment of and compliance
with the respective terms hereof and thereof by the Company and Sellers do
not and shall not (a) conflict with or result in a breach of the terms,
conditions or provisions of, (b) constitute a default under (whether with or
without the passage of time, the giving of notice or both), (c) result in the
creation of any Lien upon the Company's capital stock or assets pursuant to,
(d) give any third party the right to modify, terminate or accelerate any
obligation under, (e) result in a violation of, or (f) require any
authorization, consent, approval, exemption or other action of or by or
notice or declaration to, or filing with, any third party or any court or
administrative or governmental body or agency pursuant to, the Company's or
AsTraKel's charter documents, by-laws or other constituent documents, or any
law, statute, rule or regulation to which the Company or any Seller is
subject, or any agreement, instrument, license, permit, order, judgment or
decree to which the Company or any Seller is subject. Neither the Company nor
any Seller is a party to or bound by any written or oral agreement or
understanding with respect to a Seller Transaction other than this Agreement,
and each such Person has terminated all discussions with third parties (other
than with Buyer and its Affiliates) regarding Seller Transactions.

         5.4 SUBSIDIARIES. The Company has no, and has never had any,
Subsidiaries.

         5.5 ABSENCE OF UNDISCLOSED LIABILITIES. Except as set forth on the
attached LIABILITIES SCHEDULE, the Company does not and will not have any
obligation or liability (whether accrued, absolute, contingent, unliquidated
or otherwise, whether or not known to the Company, whether due or to become
due and regardless of when or by whom asserted) arising out of any
transaction entered at or prior to the date hereof, or any action or inaction
at or prior to the date hereof, or any state of facts existing at or prior to
the date hereof.

         5.6 NO MATERIAL ADVERSE EFFECT. Since October 31, 1999 there has
occurred no fact, event or circumstance which has had or would reasonably be
expected to have a Material Adverse Effect. Since October 31, 1999, the
Company has conducted its business only in the ordinary course of business
consistent with past practice.

         5.7      CONTRACTS AND COMMITMENTS.

                  (a) Except as expressly contemplated by this Agreement or
as set forth on the attached CONTRACTS SCHEDULE, the Company is not a party
to or bound by any written or oral contract, agreement, lease or instrument.

                  (b) All of the contracts, leases, agreements and
instruments set forth or required to be set forth on the CONTRACTS SCHEDULE
are valid, binding and enforceable in accordance with their respective terms
and shall be in full force and effect without penalty in accordance with
their terms upon consummation of the transactions contemplated hereby. Except
as set forth on the CONTRACTS


                                      -9-


SCHEDULE, (i) the Company has performed all obligations required to be
performed by it and is not in default under or in breach of nor in receipt of
any claim of default or breach under any contract, lease, agreement or
instrument to which the Company is subject; (ii) no event has occurred which
with the passage of time or the giving of notice or both would result in a
default, breach or event of noncompliance by the Company under any contract,
lease, agreement or instrument to which the Company is subject; (iii) the
Company does not have any present expectation or intention of not fully
performing all such obligations; (iv) no contract or agreement is subject to
cancellation or any other material modification by the other party thereto or
is subject to any penalty, right of set-off or other charge by the other
party thereto for late performance or delivery; and (v) neither the Company
nor any Seller has knowledge of any breach or anticipated breach by the other
parties to any contract, lease, agreement, instrument or commitment to which
they are parties. The Company is not a party to any contract, agreement or
commitment the performance of which could reasonably be expected to have a
Material Adverse Effect.

                  (c) Buyer's counsel has been supplied with a true and
correct copy of each of the written instruments, plans, contracts and
agreements and an accurate description of each of the oral arrangements,
contracts and agreements which are referred to on the attached CONTRACTS
SCHEDULE, together with all amendments, waivers or other changes thereto.

         5.8 INTELLECTUAL PROPERTY RIGHTS. No Intellectual Property Rights
are necessary for the operation of the business of the Company as presently
conducted and as presently proposed to be conducted. Neither the Company nor
any Seller has received any notices of, and has no knowledge of any facts
which indicate a likelihood of, any infringement or misappropriation by, or
conflict with, any third party with respect to any Intellectual Property
Rights (including any demand or request that the Company license any rights
from a third party). The conduct of the Company's business has not infringed,
misappropriated or conflicted with and does not infringe, misappropriate or
conflict with any Intellectual Property Rights of other Persons.

         5.9 LITIGATION. There are no (and, during the five years preceding
the date hereof, there have not been any) actions, suits, proceedings
(including any arbitration proceedings), orders, investigations or claims
pending or, to the Company's or any Seller's knowledge, threatened against or
affecting the Company (or to the Company's knowledge, pending or threatened
against or affecting any of the officers, directors or employees of the
Company with respect to their business or proposed business activities), or
pending or threatened by the Company against any Person, at law or in equity,
or before or by any governmental department, commission, board, bureau,
agency or instrumentality (including any actions, suits, proceedings or
investigations with respect to the transactions contemplated by this
Agreement); the Company is not subject to any arbitration proceedings under
collective bargaining agreements or otherwise or any governmental
investigations or inquiries; and, to the Company's or any Seller's knowledge,
there is no basis for any of the foregoing. The foregoing includes, without
limitation, actions pending or threatened involving the prior employment of
any of the Company's employees, their use in connection with the Company's


                                      -10-


business of any information or techniques allegedly proprietary to any of
their former employers or their obligations under any agreements with prior
employers. The Company is not subject to any judgment, order or decree of any
court or other governmental agency, and the Company has not received any
opinion or memorandum or advice from legal counsel to the effect that it is
exposed, from a legal standpoint, to any material liabilities. There are no
actions, suits, proceedings (including any arbitration proceedings), orders,
investigations or claims pending or, to the Company's or any Seller's
knowledge, threatened against or affecting any Seller in which it is sought
to restrain or prohibit or to obtain damages or other relief in connection
with the transactions contemplated hereby.

         5.10 COMPLIANCE WITH LAWS. Except as set forth on the attached
COMPLIANCE SCHEDULE:

                  (a) The Company has complied and is in compliance with all
applicable laws, ordinances, codes, rules, requirements and regulations of
foreign, federal, state and local governments and all agencies thereof
relating to the operation of its business and the maintenance and operation
of its properties and assets. No notices have been received by and no claims
have been filed against the Company alleging a violation of any such laws,
ordinances, codes, rules, requirements or regulations. The Company has not
made any bribes, kickback payments or other similar payments of cash or other
consideration, including payments to customers or clients or employees of
customers or clients for purposes of doing business with such Persons.

                  (b) The Company holds and is in compliance with all
permits, licenses, bonds, approvals, certificates, registrations,
accreditations and other authorizations of all foreign, federal, state and
local governmental agencies required for the conduct of its business and the
ownership of its properties (including as the same relate to Environmental
and Safety Requirements), and the attached PERMITS SCHEDULE sets forth a list
of all of such material permits, licenses, bonds, approvals, certificates,
registrations, accreditations and other authorizations. No notices have been
received by the Company alleging the failure to hold any of the foregoing.
All of such permits, licenses, bonds, approvals, accreditations,
certificates, registrations and authorizations will be available for use by
the Company immediately after the Closing.

         5.11 ENVIRONMENTAL AND SAFETY MATTERS. The Company has complied with
and is in compliance with all Environmental and Safety Requirements. The
Company has not received any oral or written notice, report or information
regarding any actual or alleged violation of Environmental and Safety
Requirements or any liabilities or potential liabilities relating to it or
its facilities arising under Environmental and Safety Requirements. The
Company has no obligation or liability (whether accrued, absolute,
contingent, unliquidated or otherwise, whether or not known to the Company,
whether due or to become due and regardless of when or by whom asserted)
relating to or arising out of any Environmental and Safety Requirements.


                                      -11-



         5.12 EMPLOYEES. The attached EMPLOYEES SCHEDULE correctly sets forth
the name and current annual salary of each of the Company's employees
receiving more than $75,000 in annual compensation and whether any employees
are absent from active employment, including, but not limited to, leave of
absence or disability. Except as set forth on the attached EMPLOYEES
SCHEDULE, (a) the Company is not aware that any executive or key employee of
the Company or any group of employees of the Company has any plans to
terminate employment with the Company; (b) the Company has complied with all
laws relating to the employment of labor (including provisions thereof
relating to wages, hours, equal opportunity, collective bargaining and the
payment of social security and other Taxes), and the Company is not aware
that it has any labor relations problems (including any threatened or actual
strikes or work stoppages or material grievances); and (c) neither the
Company nor, to the best of the Company's or any Seller's knowledge, any of
their respective employees are subject to any noncompete, nondisclosure,
confidentiality, employment, consulting or similar agreements relating to,
affecting or in conflict with the present or proposed business activities of
the Company. The EMPLOYEES SCHEDULE sets forth the bonuses paid and
reasonably expected to be paid to the Company's officers and employees for
the fiscal year ended 1999 and during fiscal year 2000.

         5.13 EMPLOYEE BENEFIT PLANS.

                  (a) Except for the Mutliemployer Plans (as defined in
Section 5.13(b) below) listed on the EMPLOYEE BENEFITS SCHEDULE, the Company
has never maintained, sponsored, or contributed to, and has no liability,
obligation, potential liability or potential obligation to any "employee
benefit plan" (as such term is defined in Section 3(3) of ERISA), or other
employee benefit plan, program or arrangement providing benefits to current
or former employees (including any bonus plan, plan for deferred
compensation, retirement, severance, sick leave, employee health or other
welfare benefit plan or other arrangement).

                  (b) Except as listed on the EMPLOYEE BENEFITS SCHEDULE, the
Company does not have any obligation to contribute to (or any other
liability, including current or potential withdrawal liability, with respect
to) any "Multiemployer Plan" (as defined in Section 3(37) of ERISA)
("Multiemployer Plan") or any employee benefit plan which is a "defined
benefit plan" (as defined in Section 3(35) of ERISA), whether or not
terminated. With respect to each Multiemployer Plan, the Company has not
incurred, nor reasonably expects to incur, a complete or partial withdrawal
under Section 4201 of ERISA. The Company has made all required contributions
to each Multiemployer Plan on a timely basis.

                  (c) For purposes of this Section 5.13, the term "Company"
includes all entities treated as a single employer with the Company pursuant
to Section 414 of the Code.

                  (d) Sellers shall indemnify and hold Buyer harmless against
all claims, suits, damages, losses, costs and expenses arising out of any
liabilities, obligations or commitments with


                                      -12-


respect to (i) any "employee pension benefit plan" (as such term is defined
in Section 3(2) of ERISA) that is maintained or contributed to by (or
required to be maintained or contributed to by) any person or entity that,
together with the Company, is at any time treated as a single employer under
Section 414 of the Code and (ii) any employee pension benefit plan maintained
or contributed to at any time by Communicor Corporation, a North Carolina
corporation.

         5.14 TAX MATTERS.

                  (a) The Company and each Affiliated Group has timely filed
all Tax Returns required to be filed by it, each such Tax Return has been
prepared in compliance with all applicable laws and regulations, and all such
Tax Returns are true and accurate. All Taxes due and payable by the Company
have been paid and the Company has withheld and paid over to the appropriate
taxing authority all Taxes which they are required to withhold from amounts
paid or owing to any employee, stockholder, creditor or other third party.

                  (b) Except as set forth on the attached TAXES SCHEDULE:

                           (i) the Company has not requested or been granted
an extension of the time for filing any Tax Return which has not yet been
filed other than for extensions granted automatically to taxpayers;

                           (ii) the Company has not consented to extend to a
date later than the date hereof the time in which any Tax may be assessed or
collected by any taxing authority;

                           (iii) no deficiency or proposed adjustment which
has not been settled or otherwise resolved for any amount of Tax has been
proposed, asserted or assessed by any taxing authority against the Company;

                           (iv) there is no action, suit, taxing authority
proceeding or audit now in progress, pending or, to the Company's or any
Seller's knowledge, threatened against or with respect to the Company;

                           (v) the Company does not reasonably expect any
taxing authority to claim or assess any amount of additional Taxes against
the Company;

                           (vi) no claim has ever been made by a taxing
authority in a jurisdiction where the Company does not file Tax Returns
claiming that the Company is or may be subject to Taxes assessed by such
jurisdiction;

                           (vii) the Company has not made any election under
Section 341(f) of the Code (or any corresponding provision of state, local or
foreign income Tax law);


                                      -13-


                           (viii) there are no Liens for Taxes (other than
for current Taxes not yet due and payable) upon the assets of the Company;

                           (ix) the Company will not be required (A) as a
result of a change in method of accounting for a taxable period ending on or
prior to the Closing Date, to include any adjustment in taxable income for
any taxable period (or portion thereof) ending after the Closing Date, (B) as
a result of any "closing agreement," as described in Section 7121 of the Code
(or any corresponding provision of state, local or foreign income Tax law),
to include any item of income in, or exclude any item of deduction from,
taxable income for any taxable period (or portion thereof) ending after the
Closing Date, (C) as a result of any sale reported on the installment method,
to include in taxable income any amount from a sale in a taxable period
ending on or prior to the Closing Date, or (D) as a result of any prepaid
amount received in a taxable period ending on or prior to the Closing Date,
to include in taxable income such amount (or portion thereof) for any taxable
period (or portion thereof) ending after the Closing Date;

                           (x) the Company is not a party to or bound by any
Tax allocation or Tax sharing agreement and has no current or potential
contractual obligation to indemnify any other Person with respect to Taxes;
and

                           (xi) neither Buyer nor Acquisition Sub will be
required to deduct and withhold any amount pursuant to Section 1445(a) of the
Code upon the transfer of any cash or property pursuant to this Agreement.

         5.15 BROKERAGE AND TRANSACTION BONUSES. There are no claims for
brokerage commissions, finders' fees or similar compensation in connection
with the transactions contemplated by this Agreement based on any arrangement
or agreement binding upon any Seller or the Company. There are no special
bonuses or other similar compensation payable to any employee of the Company
in connection with the transactions contemplated hereby. Sellers shall pay,
and hold the Company, Buyer and its Affiliates harmless against, any
liability, loss or expense (including reasonable attorneys' fees and
out-of-pocket expenses) arising in connection with any such claim or special
bonus or other similar compensation.

         5.16     BANK ACCOUNTS.  The Company has no bank accounts.

         5.17 NAMES AND LOCATIONS. Except as set forth on the attached NAMES
AND LOCATIONS SCHEDULE, during the five-year period prior to the execution
and delivery of this Agreement, neither the Company nor its predecessors has
used any name or names (other than its legal name) under which it has
invoiced account debtors, maintained records or otherwise conducted business.

         5.18 AFFILIATED TRANSACTIONS. Except as set forth on the attached
AFFILIATED TRANSACTIONS Schedule, no officer, director, shareholder, employee
or Affiliate of the Company or, to the


                                      -14-


Company's or any Seller's knowledge, any individual related by blood,
marriage or adoption to any such individual or any entity in which any such
Person or individual owns any beneficial interest, is a party to any
agreement, contract, commitment or transaction with the Company or has any
interest in any property used by the Company (including any Intellectual
Property Rights). The Company has not paid any fees, expenses or costs of the
type described in Section 8.5 below that are to be paid by Sellers pursuant
to Section 8.5 below.

         5.19 DISCLOSURE. Neither this Article V or any of the Exhibits or
Schedules attached hereto nor any of the written statements, documents,
certificates or other items prepared and supplied to Buyer or its Affiliates
by or on behalf of the Company or Sellers in connection with the transactions
contemplated hereby, when taken together as a whole, contain any untrue
statement of a material fact or omit a material fact necessary to make each
statement contained herein or therein, in light of the circumstances in which
they were made, not misleading. There is no fact which the Company has not
disclosed to Buyer in writing and of which any of its shareholders, officers,
directors or executive employees is aware which has had or would reasonably
be expected to have a Material Adverse Effect.

                                   ARTICLE VI

           REPRESENTATIONS AND WARRANTIES OF BUYER AND ACQUISITION SUB

         As an inducement to Sellers and the Company to enter into this
Agreement and consummate the transactions contemplated hereby, Buyer and
Acquisition Sub hereby represent and warrant to Sellers and the Company as
follows:

          6.1 ORGANIZATION AND POWER. Each of Buyer and Acquisition Sub is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware. Each of Buyer and Acquisition Sub is qualified
to do business in every jurisdiction in which its ownership of property or
conduct of business requires it to qualify, except for those jurisdictions
where the failure to be so qualified, would not have a material adverse
effect on Buyer. Each of Buyer and Acquisition Sub has all requisite
corporate power and authority to execute and deliver this Agreement and to
perform its obligations hereunder.

          6.2 CAPITALIZATION. The authorized capital stock of Buyer consists
of 1,500,000 Buyer Common Shares, 150,000 shares of Series Preferred Stock,
of which 862,874.813 Buyer Common Shares, 68,186.233 shares of Series A
Preferred Stock and 4,860 Buyer Preferred Shares are issued and outstanding.
The authorized capital stock of Acquisition Sub consists of 1,000 shares of
common stock, of which 1,000 shares are issued and outstanding. All of such
capital stock has been validly issued, is fully paid and nonassessable, and
has not been issued in violation of any


                                      -15-


preemptive rights or rights of refusal. There are no voting trusts, proxies
or any other agreements or understandings with respect to the voting of the
capital stock of Buyer or Acquisition Sub other than under the Stockholders
Agreement.

          6.3 AUTHORIZATION. The execution, delivery and performance by Buyer
and Acquisition Sub of this Agreement and the consummation of the
transactions contemplated hereby have been duly and validly authorized by
Buyer and Acquisition Sub, and no other corporate act or proceeding on the
part of Buyer or Acquisition Sub, or their respective boards of directors or
stockholders is necessary to authorize the execution, delivery or performance
of this Agreement and the consummation of the transactions contemplated
hereby. This Agreement has been duly executed and delivered by Buyer and
Acquisition Sub and this Agreement constitutes a valid and binding obligation
of Buyer and Acquisition Sub, enforceable in accordance with its terms.

          6.4 NO VIOLATION. Neither Buyer nor Acquisition Sub is subject to
or obligated under their respective certificates of incorporation or by-laws,
or any applicable law, rule or regulation of any governmental authority, or
any agreement, instrument, license or permit, or subject to any order, writ,
injunction or decree, which would be breached or violated by its execution,
delivery or performance of this Agreement or the consummation of the
transactions contemplated hereby.

          6.5 GOVERNMENTAL AUTHORITIES AND CONSENTS. No permit, consent,
approval or authorization of, or declaration to or filing with, any
governmental or regulatory authority or any other Person is required in
connection with the execution, delivery or performance of this Agreement by
Buyer and Acquisition Sub or the consummation by Buyer or Acquisition Sub of
the transactions contemplated hereby.

          6.6 LITIGATION. There are no actions, suits, proceedings, orders or
investigations pending or, to Buyer's knowledge, threatened against or
affecting Buyer or Acquisition Sub, at law or in equity, or before or by any
federal, state, municipal or other governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign, which would
adversely affect Buyer's or Acquisition Sub's performance under this
Agreement or the consummation of the transactions contemplated hereby.

          6.7 BROKERAGE. Except as set forth on the attached BUYER BROKERAGE
SCHEDULE, there are no claims for brokerage commissions, finders' fees or
similar compensation in connection with the transactions contemplated by this
Agreement based on any arrangement or agreement made by or on behalf of Buyer
or Acquisition Sub.


                                      -16-


                                   ARTICLE VII

                             [Intentionally Omitted]


                                  ARTICLE VIII

                 ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING

          8.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties in this Agreement and the Schedules and Exhibits attached
hereto or in any writing delivered by any party to another party in
connection with this Agreement shall survive the Closing as follows:

                  (a) the representations and warranties in Section 5.10
(Compliance with Laws), Section 5.11 (Environmental and Safety Matters),
Section 5.13 (Employee Benefits Plans) and Section 5.14 (Tax Matters) shall
terminate when the applicable statutes of limitations with respect to the
liabilities in question expire (after giving effect to any extensions or
waivers thereof), PLUS thirty (30) days;

                  (b) the representations and warranties in Section 5.2
(Capital Stock and Related Matters; Title to Shares), the first two and last
sentences of Section 5.3 (Authorization; Noncontravention), Section 5.15
(Brokerage and Transaction Bonuses), Section 6.7 (Brokerage) and the last
sentence of Section 6.3 (Authorization) shall not terminate; and

                  (c) all other representations and warranties in this
Agreement and the Schedules and Exhibits attached hereto or in any writing
delivered by any party to another party in connection with this Agreement
shall terminate on the second anniversary of the Closing;

PROVIDED THAT any representation or warranty in respect of which indemnity
may be sought under Section 8.2 below, and the indemnity with respect
thereto, shall survive the time at which it would otherwise terminate
pursuant to this Section 8.1 if notice of the inaccuracy or breach or
potential inaccuracy or breach thereof giving rise to such right or potential
right of indemnity shall have been given to the party against whom such
indemnity may be sought prior to such time (regardless of when the Losses in
respect thereof may actually be incurred). The representations and warranties
in this Agreement and the Schedules and Exhibits attached hereto or in any
writing delivered by any party to another party in connection with this
Agreement shall survive for the periods set forth in this Section 8.1 and
shall in no event be affected by any investigation, inquiry or examination
made for or on behalf of any party, or the knowledge of any party's officers,
directors, stockholders, employees or agents or the acceptance by any party
of any certificate or opinion hereunder. The parties acknowledge that
indemnification hereunder with respect to the breach of any covenant or
agreement contained herein, including any breach of any covenant or agreement
contained in this Article VIII, shall not be subject to any time or other
limitations.


                                      -17-


          8.2 INDEMNIFICATION. All indemnification under this Agreement shall
be governed by Section 8.2 of the Communicor Acquisition Agreement.

          8.3 MUTUAL ASSISTANCE. Buyer, Acquisition Sub, the Company and each
of Sellers agree that they will mutually cooperate in the expeditious filing
of all notices, reports and other filings with any governmental authority
required to be submitted jointly by the Company and Buyer or Acquisition Sub
in connection with the execution and delivery of this Agreement and/or the
other agreements contemplated hereby and the consummation of the transactions
contemplated hereby or thereby.

          8.4 PRESS RELEASE AND ANNOUNCEMENTS. Unless required by law (in
which case each of Buyer and the Company agree to use reasonable efforts to
consult with the other party prior to any such disclosure as to the form and
content of such disclosure), after the date hereof and through and including
the Closing Date, no press releases, announcements to the employees,
customers or suppliers of the Company or other releases of information
related to this Agreement or the transactions contemplated hereby will be
issued or released without the consent of each of Buyer and the Company.
After the Closing, Buyer and the Company may issue any such releases of
information without the consent of any other party hereto.

         8.5 EXPENSES. Except as otherwise provided herein, Sellers, Buyer
and Acquisition Sub shall pay all of their own respective fees, costs and
expenses (including fees, costs and expenses of legal counsel, investment
bankers, brokers or other representatives and consultants and appraisal fees,
costs and expenses) incurred in connection with the negotiation of this
Agreement, the performance of its obligations hereunder and the consummation
of the transactions contemplated hereby. In addition, Sellers shall pay all
fees, costs and expenses of the Company incurred in connection with the
negotiation of this Agreement, the performance of its obligations hereunder
and the consummation of the transactions contemplated hereby, and the Company
shall not pay any fees, costs or expenses (including legal and accounting
fees, costs and expenses) arising in connection with the transactions
contemplated hereby if the transactions are consummated.

          8.6 SPECIFIC PERFORMANCE. Each of the Company, Sellers, Buyer and
Acquisition Sub acknowledges and agrees that the other parties would be
damaged irreparably in the event any of the provisions of this Agreement is
not performed in accordance with its specific terms or is otherwise breached.
Accordingly, each of the Company, Sellers, Buyer and Acquisition Sub agrees
that the other parties shall be entitled to an injunction or injunctions to
prevent breaches of the provisions of this Agreement and to enforce
specifically this Agreement and the terms and provisions hereof in any action
instituted in any court in the United States or in any state having
jurisdiction over the parties and the matter in addition to any other remedy
to which they may be entitled pursuant hereto.


                                      -18-


          8.7 ARBITRATION PROCEDURE.

                  (a) Each of Buyer, Acquisition Sub, the Company and Sellers
agrees that the arbitration procedure set forth below shall be the sole and
exclusive method for resolving and remedying claims for money damages arising
out of the provisions of this Article VIII (the "DISPUTES") following the
Closing; PROVIDED THAT nothing in this Section 8.7 shall prohibit a party
hereto from instituting litigation to enforce any Final Determination (as
defined below). The parties hereby acknowledge and agree that, except as
otherwise provided in this Section 8.7 or in the Rules for Non-Administered
Arbitration of Business Disputes (the "RULES") promulgated by the Center for
Public Resources Institute for Dispute Resolutions (the "INSTITUTE") as in
effect from time to time, the arbitration procedures and any Final
Determination hereunder shall be governed by, and shall be enforced pursuant
to, the United States Arbitration Act, 9 U.S.C. Section 1 ET. SEQ.

                  (b) In the event that any party asserts that there exists a
Dispute, such party shall deliver a written notice to each other party
involved therein specifying the nature of the asserted Dispute and requesting
a meeting to attempt to resolve the same. If no such resolution is reached
within ten business days after the delivery of such notice, the party
delivering such notice of Dispute (the "DISPUTING PERSON") may thereafter
commence arbitration hereunder by delivering to each other party involved
therein a notice of arbitration (a "NOTICE OF ARBITRATION"). Such Notice of
Arbitration shall specify the nature of any Dispute and any other matters
required by the Rules as in effect from time to time to be included therein.
The Arbitrator shall permit and facilitate such discovery as the party
initiating such claim shall reasonably request. Buyer and Sellers shall
mutually agree upon one arbitrator to resolve any Dispute pursuant to the
procedures set forth in this Section 8.7 and the Rules.

                  (c) The arbitrator selected pursuant to Section 8.7(b) will
determine the allocation of the costs and expenses of arbitration based upon
the percentage which the portion of the contested amount not awarded to each
party bears to the amount actually contested by such party. For example, if
Buyer submits a claim for $1,000 and if Sellers contest only $500 of the
amount claimed by Buyer, and if the arbitrator ultimately resolves the
dispute by awarding Buyer $300 of the $500 contested, then the costs and
expenses of arbitration will be allocated 60% (i.e., 300 DIVIDED BY 500) to
Sellers and 40% (i.e., 200 DIVIDED BY 500) to Buyer.

                  (d) The arbitration shall be conducted in Washington, D.C.
under the Rules as in effect from time to time. The arbitrator shall conduct
the arbitration so that a final result, determination, finding, judgment
and/or award (the "FINAL DETERMINATION") is made or rendered as soon as
practicable, but in no event later than 90 business days after the delivery
of the Notice of Arbitration nor later than 10 days following completion of
the arbitration. The Final Determination shall be final and binding on all
parties and there shall be no appeal from or reexamination of the Final
Determination, except for fraud, perjury, evident partiality or misconduct by
an arbitrator prejudicing the rights of any party and to correct manifest
clerical errors.


                                      -19-



                  (e) Buyer, Acquisition Sub, the Company or Sellers may
enforce any Final Determination in any state or federal court of competent
jurisdiction. For the purpose of any action or proceeding instituted with
respect to any Final Determination, each party hereto hereby irrevocably
submits to the jurisdiction of such courts, irrevocably consents to the
service of process by registered mail or personal service and hereby
irrevocably waives, to the fullest extent permitted by law, any objection
which it may have or hereafter have as to personal jurisdiction, the laying
of the venue of any such action or proceeding brought in any such court and
any claim that any such action or proceeding brought in any court has been
brought in an inconvenient forum.

          8.8 FURTHER ASSURANCES. In the event that at any time after the
Closing any further action is necessary or desirable to carry out the
purposes of this Agreement, each of the parties hereto will take such further
action (including the execution and delivery of such further instruments and
documents) as any other party hereto reasonably may request. Sellers
acknowledge and agree that, from and after the Closing, Buyer will be
entitled to possession of all documents, books, records (including Tax
records), agreements and financial data of any sort relating to the Company.
Sellers shall not in any manner take any action which is designed, intended
or might be reasonably anticipated to have the effect of discouraging
customers, suppliers, lessors, licensors and other business associates from
maintaining the same business relationships with the Company and its
Affiliates at any time after the date of this Agreement as were maintained
with the Company and its Affiliates prior to the date of this Agreement.

          8.9 CONFIDENTIALITY. Each Seller and the Company agree not to
disclose or use at any time (and each Seller shall cause each of his
Affiliates not to use or disclose at any time) any Confidential Information,
except to the extent that such disclosure or use is directly related to and
required by the performance of such Seller's duties to the Company or the
Surviving Corporation as an officer or employee. Each Seller and the Company
further agree to take all appropriate steps (and to cause each of his
Affiliates to take all appropriate steps) to safeguard such Confidential
Information and to protect it against disclosure, misuse, espionage, loss and
theft. In the event any Seller, the Company or any Affiliates of a Seller is
required by law to disclose any Confidential Information, Sellers or the
Company shall promptly notify Buyer and Acquisition Sub in writing, which
notification shall include the nature of the legal requirement and the extent
of the required disclosure, and Sellers and the Company shall cooperate with
Buyer and Acquisition Sub to preserve the confidentiality of such information
consistent with applicable law.

          8.10  TAX MATTERS.

                  (a) TAX PERIODS ENDING ON OR BEFORE THE CLOSING DATE.
Sellers shall prepare or cause to be prepared and file or cause to be filed
all Tax Returns for the Company for all periods ending on or prior to the
Closing Date or for which the date of measurement for such Tax occurs prior
to the Closing Date which are filed after the Closing Date. All such Tax
Returns shall be prepared in accordance with past practice insofar as they
relate to the Company. Sellers shall permit Buyer and Acquisition Sub to
review and comment on each such Tax Return prior to filing. Sellers


                                      -20-


shall reimburse Buyer and the Surviving Corporation for Taxes of Sellers and
the Company with respect to such periods within fifteen (15) days prior to
any payment by Buyer, the Surviving Corporation or the Company of such Taxes.

                  (b) TAX PERIODS BEGINNING BEFORE AND ENDING AFTER THE
CLOSING DATE. Buyer shall prepare or cause to be prepared and file or cause
to be filed any Tax Returns of the Company for Tax periods which begin before
the Closing Date and end after the Closing Date ("STRADDLE TAX RETURNS").
Buyer shall permit Sellers to review and comment on each such Tax Return
prior to filing. Any portion of any Tax which must be paid in connection with
the filing of a Straddle Tax Return, to the extent attributable to any period
or portion of a period ending on or before the Closing Date, shall be
referred to herein as "PRE-CLOSING TAXES." Sellers shall pay to Buyer an
amount equal to the Pre-Closing Taxes due with any Straddle Tax Returns at
least ten (10) days before Buyer is required to cause to be paid the related
Tax liability. Where the Pre-Closing Taxes involve a period which begins
before and ends after the Closing Date, such Pre-Closing Taxes shall be
calculated as though the taxable year of the Company terminated as of the
close of business on the Closing Date; PROVIDED, HOWEVER, that in the case of
a tax not based on income, receipts, proceeds, profits or similar items,
Pre-Closing Taxes shall be equal to the amount of tax for the taxable period
multiplied by a fraction, the numerator of which shall be the number of days
from the beginning of the taxable period through the Closing Date and the
denominator of which shall be the number of days in the taxable period. All
determinations necessary to give effect to the foregoing allocations shall be
made in a manner consistent with prior practice of the Company.

                  (c) COOPERATION ON TAX MATTERS.

                           (i) Sellers, the Company, Buyer and Acquisition
Sub shall cooperate fully, as and to the extent reasonably requested by the
other party, in connection with the filing of Tax Returns pursuant to this
Section 8.10 and any audit, litigation or other proceeding with respect to
Taxes. Such cooperation shall include signing any Tax Return, amended Tax
Returns, claims or other documents necessary to settle any Tax controversy,
the retention and (upon the other party's request) the provision of records
and information which are reasonably relevant to any such audit, litigation
or other proceeding and making employees available on a mutually convenient
basis to provide additional information and explanation of any material
provided hereunder. Sellers agree to retain all books and records with
respect to Tax matters pertinent to the Company relating to any taxable
period beginning before the Closing Date until the expiration of the statute
of limitations (and, to the extent notified by Buyer, any extensions thereof)
of the respective taxable periods, and to abide by all record retention
agreements entered into with any taxing authority and to give Buyer
reasonable written notice prior to transferring, destroying or discarding any
such books and records and, if the other party so requests, Buyer shall allow
Sellers to take possession of such books and records.

                           (ii) Buyer shall have the right to participate in
any Tax proceeding related to a pre-Closing Tax year of the Company which may
have the effect of increasing Acquisition


                                      -21-


Sub's, Buyer's or the Company's Tax liability for any Tax period ending after
the Closing, and Sellers shall not settle or compromise any such proceeding
without Buyer's prior written consent; PROVIDED HOWEVER, Buyer hereby agrees
to consent if Sellers fully indemnify Buyer for any increase in Acquisition
Sub's, Buyer's or the Company's Tax liability.

                           (iii) Buyer and Sellers further agree, upon
request by the other, to use their best efforts to obtain any certificate or
other document from any governmental authority or any other Person as may be
necessary to mitigate, reduce or eliminate any Tax that could be imposed
(including, but not limited to, with respect to the transactions contemplated
hereby).

                           (iv) Without the prior written consent (which
shall not be unreasonably withheld) of Buyer, neither any of Sellers nor the
Company shall make or change any election, change an annual accounting
period, file any amended Tax Return, enter into any closing agreement, settle
any Tax claim or assessment relating to the Company, surrender any right to
claim a refund of Taxes, or take any other similar action, or omit to take
any action relating to the filing of any Tax Return or the payment of any
Tax, if such action or omission would have the effect of increasing the
present or future Tax liability or decreasing any present or future Tax asset
of the Company, Buyer or any Affiliate of Buyer. Sellers shall notify Buyer
of any consent to any extension or waiver of the limitation period applicable
to any Tax claim or assessment relating to the Company within fifteen (15)
days of making such consent or waiver.

                                   ARTICLE IX

                                  MISCELLANEOUS

          9.1 AMENDMENT AND WAIVER. This Agreement may be amended, and any
provision of this Agreement may be waived; PROVIDED THAT any such amendment
or waiver will be binding upon the Company, prior to the Closing, and Sellers
only if such amendment or waiver is set forth in a writing executed by
Sellers, and any such amendment or waiver will be binding upon the Surviving
Corporation, after the Closing, and Buyer and Acquisition Sub only if such
amendment or waiver is set forth in a writing executed by Buyer or the
Surviving Corporation, as the case may be. No course of dealing between or
among any Persons having any interest in this Agreement shall be deemed
effective to modify, amend or discharge any part of this Agreement or any
rights or obligations of any Person under or by reason of this Agreement. 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.

          9.2 NOTICES. All notices, demands and other communications to be
given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given (i) when
personally delivered, sent by telecopy (with hard copy to follow) or sent by
reputable overnight express courier (charges prepaid), or (ii) five days
following mailing by


                                      -22-


certified or registered mail, postage prepaid and return receipt requested.
Unless another address is specified in writing, notices, demands and
communications to Sellers, the Company, Buyer and Acquisition Sub shall be
sent to the addresses indicated below:

NOTICES TO THE COMPANY (PRIOR TO THE CLOSING) AND SELLERS:

Communications Construction Corporation
P. O. Box 35884
Fayetteville, NC 28303
Attn:    Gardner H. Altman, Jr.
Telecopy: (910) 484-5853

WITH A COPY TO (WHICH SHALL NOT CONSTITUTE
NOTICE TO THE COMPANY OR SELLERS):

Alston & Bird LLP
1201 W. Peachtree Street
Atlanta, GA 30309
Attn:    Joe Taylor
Telecopy: (404) 881-4777

NOTICES TO THE SURVIVING CORPORATION (AFTER THE CLOSING), BUYER AND
ACQUISITION SUB:

Linc.net, Inc.
6303 Blue Lagoon Drive
Suite 305
Miami, FL 33126
Attn:    Ismael Perera
Telecopy: (305) 266-0875


                                      -23-


WITH COPIES TO (WHICH SHALL NOT CONSTITUTE NOTICE TO THE SURVIVING
CORPORATION, BUYER OR ACQUISITION SUB):

First Chicago Equity Capital
55 West Monroe Street
16th Floor
Chicago, IL 60670
Attn:    Burton E. McGillivray
Telecopy: (312) 732-7483

Saunders, Karp & Megrue
262 Harbor Drive
4th Floor
Stamford, CT 06902
Attn:    Timothy B. Armstrong
Telecopy: (203) 708-6677

Kirkland & Ellis
200 East Randolph
Chicago, IL 60601
Attn:    Ted H. Zook
         E. Paul Quinn
Telecopy:    (312) 861-2200

          9.3 SUCCESSORS AND ASSIGNS. This Agreement and all of the covenants
and agreements contained herein and rights, interests or obligations
hereunder, by or on behalf of any of the parties hereto, shall bind and inure
to the benefit of the respective heirs, successors and assigns of the parties
hereto whether so expressed or not, except that neither this Agreement nor
any of the covenants and agreements herein or rights, interests or
obligations hereunder may be assigned or delegated by Sellers prior to or
after the Closing, or assigned or delegated by the Company prior to the
Closing, without the prior written consent of Buyer. Each of Buyer and
Acquisition Sub may assign its rights and obligations hereunder, in whole or
in part, to any of its Affiliates without the consent of any of the other
parties hereto. In addition, Buyer and Acquisition Sub may assign its rights
and obligations pursuant to this Agreement, in whole or in part, in
connection with any disposition or transfer of all or any portion of the
Surviving Corporation, Buyer or their respective businesses in any form of
transaction without the consent of any of the other parties hereto. Buyer,
Acquisition Sub, and, following the Closing, the Surviving Corporation may
assign any or all of its rights pursuant to this Agreement, including its
rights to indemnification, to any of its lenders as collateral security.


                                      -24-


          9.4 SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.

          9.5 INTERPRETATION. The headings and captions used in this
Agreement, in any Schedule or Exhibit hereto, in the table of contents or in
any index hereto are for convenience of reference only and do not constitute
a part of this Agreement and shall not be deemed to limit, characterize or in
any way affect any provision of this Agreement or any Schedule or Exhibit
hereto, and all provisions of this Agreement and the Schedules and Exhibits
hereto shall be enforced and construed as if no caption or heading had been
used herein or therein. Any capitalized terms used in any Schedule or Exhibit
attached hereto and not otherwise defined therein shall have the meanings set
forth in this Agreement. Each defined term used in this Agreement shall have
a comparable meaning when used in its plural or singular form. The use of the
word "including" herein shall mean "including without limitation" and, unless
the context otherwise required, "neither," "nor," "any," "either" and "or"
shall not be exclusive. The parties hereto intend that each representation,
warranty and covenant contained herein shall have independent significance.
If any party has breached any representation, warranty or covenant contained
herein in any respect, the fact that there exists another representation,
warranty or covenant relating to the same subject matter (regardless of the
relative levels of specificity) which such party has not breached shall not
detract from or mitigate the fact that such party is in breach of the first
representation, warranty or covenant. The parties have participated jointly
in the negotiation and drafting of this Agreement. In the event an ambiguity
or question of intent or interpretation arises, this Agreement shall be
construed as if drafted jointly by the parties, and no presumption or burden
of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any of the provisions of this Agreement.

          9.6 CAPTIONS. The captions used in this Agreement are for
convenience of reference only and do not constitute a part of this Agreement
and shall not be deemed to limit, characterize or in any way affect any
provision of this Agreement, and all provisions of this Agreement shall be
enforced and construed as if no caption had been used in this Agreement.

          9.7 NO THIRD-PARTY BENEFICIARIES. Nothing herein expressed or
implied is intended or shall be construed to confer upon or give to any
Person other than the parties hereto and their respective permitted
successors and assigns, any rights or remedies under or by reason of this
Agreement, such third parties specifically including employees and creditors
of the Company.

          9.8 COMPLETE AGREEMENT. This Agreement and the agreements and
documents referred to herein contain the entire agreement and understanding
between the parties with respect to the subject matter hereof and supersede
all prior agreements and understandings (including that certain letter of
intent dated November 5, 1999, between Buyer and the Company), whether
written or oral, relating to such subject matter in any way.


                                      -25-


          9.9 COUNTERPARTS. This Agreement may be executed in one or more
counterparts (including by means of telecopied signature pages), all of which
taken together shall constitute one and the same instrument.

          9.10 DELIVERY BY FACSIMILE. This Agreement and any signed agreement
or instrument entered into in connection with this Agreement, and any
amendments hereto or thereto, to the extent signed and delivered by means of
a facsimile machine, shall be treated in all manner and respects as an
original agreement or instrument and shall be considered to have the same
binding legal effect as if it were the original signed version thereof
delivered in person. At the request of any party hereto or to any such
agreement or instrument, each other party hereto or thereto shall re-execute
original forms thereof and deliver them to all other parties. No party hereto
or to any such agreement or instrument shall raise the use of a facsimile
machine to deliver a signature or the fact that any signature or agreement or
instrument was transmitted or communicated through the use of a facsimile
machine as a defense to the formation of a contract and each such party
forever waives any such defense.

          9.11 GOVERNING LAW. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed
by the internal law of the State of Minnesota without giving effect to any
choice of law or conflict of law provision or rule (whether of the State of
Minnesota or any other jurisdictions) that would cause the application of the
laws of any jurisdictions other than the State of Minnesota.

          9.12 SCHEDULES. Nothing in any schedule attached hereto shall be
adequate to disclose an exception to a representation or warranty made in
this Agreement unless such schedule identifies the exception with
particularity and describes the relevant facts in reasonable detail. Without
limiting the generality of the foregoing, the mere listing (or inclusion of a
copy) of a document or other item shall not be adequate to disclose an
exception to a representation or warranty made in this Agreement, unless the
representation or warranty has to do with the existence of the document or
other item itself. No exceptions to any representations or warranties
disclosed on one schedule shall constitute an exception to any other
representations or warranties made in this Agreement unless the exception is
disclosed as provided herein on each such other applicable schedule by cross
reference or otherwise.

                         *    *    *    *    *


                                      -26-


                  IN WITNESS WHEREOF, the parties hereto have executed this
Merger Agreement on the date first written above.

                                      LINC.NET, INC.


                                      By:_________________________________
                                      Name:
                                      Title:


                                      LINC.NET ACQUISITION CORP. III


                                      By:_________________________________
                                      Name:
                                      Title:


                                      COMMUNICATIONS CONSTRUCTION CORPORATION


                                      By:________________________________
                                      Name:
                                      Title:


                                      ASTRAKEL INTERNATIONAL, LTD.


                                      By:________________________________
                                      Name:
                                      Title:


                                      ___________________________________
                                      Gardner H. Altman, Jr.





                            BUYER BROKERAGE SCHEDULE

Buyer or one of its Affiliates will pay a fee to Gateway Partners in
connection with the transactions contemplated by this Agreement.

EX-2.10

                                                               EXHIBIT NO. 2.10
                                                               [EXECUTION COPY]

================================================================================


                                MERGER AGREEMENT

                                  by and among

                                CHAR STAN, INC.,

                            THE SELLERS NAMED HEREIN,

                                 LINC.NET, INC.

                                       and

                          LINC.NET ACQUISITION CORP. IV



                            Dated as of May 10, 2000



================================================================================




                                TABLE OF CONTENTS




                                                                                                                 Page
                                                                                                              
ARTICLE I

         CERTAIN DEFINITIONS......................................................................................1

         1.1         Definitions..................................................................................1

ARTICLE II

         PURCHASE AND SALE OF THE SHARES..........................................................................3
         2.1         The Merger...................................................................................3
         2.2         Closing......................................................................................3
         2.3         Actions at Closing...........................................................................3
         2.4         Effect of Merger.............................................................................3
         2.5         Procedure for Payment........................................................................4
         2.6         Closing of Transfer Records..................................................................4

ARTICLE III

         CONDITIONS TO CLOSING....................................................................................5
         3.1         Conditions to Buyer's and Acquisition Sub's Obligations......................................5
         3.2         Conditions to Company's and Sellers'Obligations..............................................6

ARTICLE IV

         [Intentionally Omitted]..................................................................................7

ARTICLE V

         REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY AND SELLERS........................................7
         5.1         Capacity, Organization, Corporate Power and Licenses.........................................7
         5.2         Capital Stock and Related Matters; Title to Shares...........................................8
         5.3         Authorization; Noncontravention..............................................................8
         5.4         Assets.......................................................................................9
         5.5         Subsidiaries.................................................................................9
         5.6         Absence of Undisclosed Liabilities...........................................................9
         5.7         No Material Adverse Effect...................................................................9


                                      -i-


         5.8         Contracts and Commitments....................................................................9
         5.9         Intellectual Property Rights.................................................................9
         5.10        Litigation..................................................................................10
         5.11        Compliance with Laws........................................................................10
         5.12        Environmental and Safety Matters............................................................11
         5.13        Employees...................................................................................11
         5.14        Employee Benefit Plans......................................................................11
         5.15        Tax Matters.................................................................................11
         5.16        Brokerage and Transaction Bonuses...........................................................13
         5.17        Bank Accounts...............................................................................13
         5.18        Names and Locations.........................................................................13
         5.19        Affiliated Transactions.....................................................................13
         5.20        Disclosure..................................................................................13

ARTICLE VI

         REPRESENTATIONS AND WARRANTIES OF BUYER AND ACQUISITION SUB.............................................14
         6.1         Organization and Power......................................................................14
         6.2         Capitalization..............................................................................14
         6.3         Authorization...............................................................................14
         6.4         No Violation................................................................................14
         6.5         Governmental Authorities and Consents.......................................................15
         6.6         Litigation..................................................................................15
         6.7         Brokerage...................................................................................15

ARTICLE VII

         [Intentionally Omitted].................................................................................15

ARTICLE VIII

         ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING..........................................................15
         8.1         Survival of Representations and Warranties..................................................15
         8.2         Indemnification.............................................................................16
         8.3         Mutual Assistance...........................................................................16
         8.4         Press Release and Announcements.............................................................16
         8.5         Expenses....................................................................................17


                                      -ii-


         8.6         Specific Performance........................................................................17
         8.7         Arbitration Procedure.......................................................................17
         8.8         Further Assurances..........................................................................18
         8.9         Confidentiality.............................................................................19
         8.10        Tax Matters.................................................................................19

ARTICLE IX

         MISCELLANEOUS...........................................................................................21
         9.1         Amendment and Waiver........................................................................21
         9.2         Notices.....................................................................................21
         9.3         Successors and Assigns......................................................................24
         9.4         Severability................................................................................24
         9.5         Interpretation..............................................................................24
         9.6         Captions....................................................................................25
         9.7         No Third-Party Beneficiaries................................................................25
         9.8         Complete Agreement..........................................................................25
         9.9         Counterparts................................................................................25
         9.10        Delivery by Facsimile.......................................................................25
         9.11        Governing Law...............................................................................25
         9.12        Schedules...................................................................................26



                                      -iii-


                             EXHIBITS AND SCHEDULES


EXHIBITS:

Exhibit A    -     Form of Certificate of Merger

SCHEDULES

Restrictions Schedule
Qualifications Schedule
Officers and Directors Schedule
Assets Schedule
Permits Schedule
Taxes Schedule
Affiliated Transactions Schedule
Buyer Brokerage Schedule


                                      -iv



                                MERGER AGREEMENT

                  THIS MERGER AGREEMENT (this "AGREEMENT") is made and
entered into as of May 10, 2000, by and among Char Stan, Inc., a Delaware
corporation (the "COMPANY"), Charles R. Lundgren ("LUNDGREN"), Stanley D.
Lebakken ("LEBAKKEN" and together with Lundgren, the "SELLERS"), Linc.net,
Inc., a Delaware corporation ("BUYER"), and Linc.net Acquisition Corp. IV, a
Delaware corporation ("ACQUISITION SUB") and wholly-owned subsidiary of Buyer.

                  WHEREAS, Buyer owns all of the issued and outstanding
Common Stock, $.01 par value per share, of Acquisition Sub (the "ACQUISITION
SUB SHARES");

                  WHEREAS, Sellers own all of the issued and outstanding
Common Stock, $.01 par value per share, of the Company (the "COMPANY SHARES");

                  WHEREAS, on the terms and subject to the conditions set
forth in this Agreement, Buyer, Acquisition Sub, Sellers and the Company
desire to merge Acquisition Sub with and into the Company; and

                  WHEREAS, an affiliate of Buyer has entered into an Asset
Purchase Agreement ("COMMUNICOR ACQUISITION AGREEMENT") dated of even date
herewith by and among Communicor Corporation-USA, an Arizona corporation
("CC-USA"), and the other parties named therein pursuant to which an
affiliate of Buyer shall purchase certain assets related to the business of
CC-USA.

                  NOW, THEREFORE, in consideration of the mutual covenants,
agreements and understandings contained herein and intending to be legally
bound, the parties hereto hereby agree as follows:

                                    ARTICLE I

                               CERTAIN DEFINITIONS

         1.1 DEFINITIONS. Capitalized terms used in this Agreement and not
otherwise defined herein shall have the meaning ascribed thereto in the
Communicor Acquisition Agreement. For purposes of this Agreement, where
portions of the Communicor Acquisition Agreement are incorporated herein by
reference, all references to "Seller," "Principals" or "Seller Parties" in
the Communicor Acquisition Agreement shall be deemed to be references to
Sellers and the Company as defined herein and all references to Buyer or
Buyer Parties in the Communicor Acquisition Agreement shall be deemed to be
references to Buyer and Acquisition Sub as defined herein. For the purposes
of this Agreement, the following terms have the meanings set forth below:





                  "AFFILIATE" of any particular Person means any other Person
controlling, controlled by or under common control with such Person. For
purposes of this definition, "CONTROL" (including the terms "CONTROLLING,"
"CONTROLLED BY" and "UNDER COMMON CONTROL WITH") means the possession, direct
or indirect, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities,
by contract or otherwise, and such "control" will be presumed if any Person
owns 10% or more of the voting capital stock or other ownership interests,
directly or indirectly, of any other Person.

                  "AFFILIATED GROUP" means an affiliated group as defined in
Section 1504 of the Code (or any analogous combined, consolidated or unitary
group defined under state, local or foreign income Tax law) of which the
Company or any of its Affiliates is or has been a member.

                  "BUYER COMMON SHARE" means any share of the Common Stock,
$.01 par value per share, of Buyer.

                  "BUYER PREFERRED SHARE" means any share of the Series B
Preferred Stock, $.01 par value per share, of Buyer.

                  "CONFIDENTIAL INFORMATION" means all information of a
confidential or proprietary nature (whether or not specifically labeled or
identified as "confidential"), in any form or medium, that relates to the
business, products, services or research or development of the Company or its
Affiliates or their respective suppliers, distributors, customers,
independent contractors or other business relations. Confidential Information
includes, but is not limited to, the following: (i) internal business
information (including information relating to strategic and staffing plans
and practices, business, training, marketing, promotional and sales plans and
practices, cost, rate and pricing structures and accounting and business
methods); (ii) identities of, individual requirements of, specific
contractual arrangements with, and information about, the Company's or any of
its Affiliates' suppliers, distributors, customers, independent contractors
or other business relations and their confidential information; (iii) trade
secrets, know-how, compilations of data and analyses, techniques, systems,
formulae, recipes, research, records, reports, manuals, documentation,
models, data and data bases relating thereto; (iv) inventions, innovations,
improvements, developments, methods, designs, analyses, drawings, reports and
all similar or related information (whether or not patentable); and (v) other
Intellectual Property Rights.

                  "MATERIAL ADVERSE EFFECT" means a material and adverse
effect or development upon the business, operations, assets, liabilities,
financial condition, value, business prospects, operating results, cash flow,
net worth or employee, customer or supplier relations of the Company.

                  "TAX" means any (i) federal, state, local or foreign
income, gross receipts, franchise, estimated, alternative minimum, add-on
minimum, sales, use, transfer, registration, value added, excise, natural
resources, severance, stamp, occupation, premium, windfall profit,
environmental,


                                      -2-


customs, duties, real property, personal property, capital stock, social
security, unemployment, disability, payroll, license, employee or other
withholding, or other tax, of any kind whatsoever, including any interest,
penalties or additions to tax or additional amounts in respect of the
foregoing; (ii) liability of the Company or any of its Affiliates for the
payment of any amounts of the type described in clause (i) above arising as a
result of being (or ceasing to be) a member of any Affiliated Group (or being
included (or required to be included) in any Tax Return relating thereto);
and (iii) liability of the Company or any of its Affiliates for the payment
of any amounts of the type described in clause (i) above as a result of any
express or implied obligation to indemnify or otherwise assume or succeed to
the liability of any other Person.

                  "TAX RETURNS" means returns, declarations, reports, claims
for refund, information returns or other documents (including any related or
supporting schedules, statements or information) filed or required to be
filed in connection with the determination, assessment or collection of any
Taxes of any party or the administration of any laws, regulations or
administrative requirements relating to any Taxes.

                                   ARTICLE II

                         PURCHASE AND SALE OF THE SHARES

          2.1 THE MERGER. On and subject to the terms and conditions of this
Agreement, Acquisition Sub will merge with and into the Company (the
"MERGER") at the Effective Time (as defined below). The Company shall be the
corporation surviving the Merger (the "SURVIVING CORPORATION").

          2.2 CLOSING. The closing of the transactions contemplated by this
Agreement shall take place as set forth in Section 2.3 of the Communicor
Acquisition Agreement.

          2.3 ACTIONS AT CLOSING. At the Closing, (i) the Company or Sellers
will deliver to Buyer the various certificates, instruments, and documents
referred to in Section 3.1 below, (ii) Buyer will deliver to Sellers the
various certificates, instruments, and documents referred to in Section 3.2
below, (iii) Acquisition Sub and the Company will file with the Secretary of
State of the State of Delaware a Certificate of Merger in the form attached
hereto as EXHIBIT A (the "CERTIFICATE OF MERGER"), and (iv) pursuant to
Section 2.5, Buyer and Acquisition Sub will deliver to Sellers the Stock
Consideration (as defined below).

          2.4     EFFECT OF MERGER.

                  (a) GENERAL. The Merger shall become effective at the time
(the "EFFECTIVE TIME") Acquisition Sub and the Company file the Certificate
of Merger with the Secretary of State of the State of Delaware. The Merger
shall have the effect set forth in the Delaware General


                                      -3-


Corporation Law. The Surviving Corporation may, at any time after the
Effective Time, take any action (including executing and delivering any
document) in the name and on behalf of either Acquisition Sub or the Company
in order to carry out and effectuate the transactions contemplated by this
Agreement.

                  (b) CERTIFICATE OF INCORPORATION. The Certificate of
Incorporation of the Surviving Corporation shall be amended and restated at
and as of the Effective Time to read as did the Certificate of Incorporation
of Acquisition Sub immediately prior to the Effective Time (except that the
name of the Surviving Corporation will be changed to Communicor Equipment
Company).

                  (c) BY-LAWS. The by-laws of the Surviving Corporation shall
be amended and restated at and as of the Effective Time to read as did the
by-laws of Acquisition Sub immediately prior to the Effective Time (except
that the name of the Surviving Corporation will be changed to Communicor
Equipment Company).

                  (d) DIRECTORS AND OFFICERS. The directors of Acquisition
Sub shall become the directors of the Surviving Corporation at and as of the
Effective Time (retaining their respective positions and terms of office).
The officers of the Company in office at and as of the Effective Time will
remain the officers of the Surviving Corporation.

                  (e) CONVERSION OF COMPANY SHARES. At and as of the
Effective Time, (A) all Company Shares, in aggregate, shall be converted into
the right to receive 6,666.666 Buyer Common Shares and 600 Buyer Preferred
Shares (together, the "STOCK CONSIDERATION"). Each of Sellers shall be
allocated 50% of the Stock Consideration. No Company Shares shall be deemed
to be outstanding or to have any rights other than those set forth above in
this Section 2.4(e) after the Effective Time.

                  (f) CONVERSION OF ACQUISITION SUB SHARES. At and as of the
Effective Time, each Acquisition Sub Share shall be converted into one share
of Common Stock, $.01 par value per share, of the Surviving Corporation.

          2.5 PROCEDURE FOR PAYMENT. Immediately after the Effective Time,
Sellers shall surrender the certificates representing all of the outstanding
Company Shares to Buyer. Upon surrender of the certificates, Buyer shall
deliver to Sellers the certificates representing the Stock Consideration.

          2.6 CLOSING OF TRANSFER RECORDS. After the close of business on the
Closing Date, transfers of Company Shares outstanding prior to the Effective
Time shall not be made on the stock transfer books of the Surviving
Corporation.


                                      -4-


                                   ARTICLE III

                              CONDITIONS TO CLOSING

          3.1 CONDITIONS TO BUYER'S AND ACQUISITION SUB'S OBLIGATIONS. The
obligation of Buyer and Acquisition Sub to consummate the transactions
contemplated by this Agreement is subject to the satisfaction of the
following conditions on or prior to the Closing Date:

                  (a) Satisfaction of all conditions listed in Section 3.1 of
the Communicor Acquisition Agreement.

                  (b) The representations and warranties in Article V hereof
that are subject to materiality qualifications shall be true and correct in
all respects at and as of the Closing and the representations and warranties
contained in Article V hereof that are not subject to materiality
qualifications shall be true and correct in all material respects at and as
of the Closing, and each of Sellers and the Company shall have performed in
all material respects all of the covenants and agreements required to be
performed by Sellers and the Company hereunder prior to the Closing;

                  (c) The Company shall have received or obtained all
third-party consents and approvals that are necessary (i) for the
consummation of the transactions contemplated hereby or (ii) to prevent a
breach of or default under, or a termination, modification or acceleration
of, any instrument, contract, lease, license or other agreement identified
with an asterisk on the attached RESTRICTIONS SCHEDULE (collectively, the
"THIRD-PARTY APPROVALS"), in each case on terms reasonably satisfactory to
Buyer;

                  (d) Buyer, Acquisition Sub and the Company shall have
received or obtained all governmental and regulatory consents, approvals,
licenses and authorizations that are necessary (i) for the consummation of
the transactions contemplated hereby or (ii) for the Surviving Corporation to
own the assets of and operate the business of the Company following the
Closing (including any required approvals from the State of Delaware), in
each case on terms and conditions reasonably satisfactory to Buyer,
(collectively, the "GOVERNMENTAL APPROVALS");

                  (e) No suit, action or other proceeding shall be pending or
threatened before any court or governmental or regulatory official, body or
authority or any arbitrator wherein an unfavorable injunction, judgment,
order, decree, ruling or charge would (i) prevent the performance of this
Agreement or the consummation of any of the transactions contemplated hereby
or declare unlawful any of the transactions contemplated hereby, (ii) cause
any of the transactions contemplated by this Agreement to be rescinded
following consummation, or (iii) affect adversely the right of the Surviving
Corporation to own the assets of or operate the business of the Company;


                                      -5-


                  (f) At the Closing, the Company and Sellers shall have
delivered to Buyer (i) a certificate signed by the Company, dated the date of
the Closing, stating that the conditions specified in subsections (a) through
(e) above have been satisfied as of the Closing; (ii) copies of all
Third-Party Approvals and Governmental Approvals; (iii) certified copies of
the resolutions of the Company's board of directors authorizing the
execution, delivery and performance of this Agreement and the other
agreements contemplated hereby and the consummation of the transactions
contemplated hereby and thereby; (iv) certified copies of the resolutions of
the Company's shareholders authorizing the execution, delivery and
performance of this Agreement and the other agreements contemplated hereby
and the consummation of the transactions contemplated hereby and thereby; (v)
the resignations, effective as of the Closing, of each director of the
Company; (vi) good standing certificates for the Company for each
jurisdiction in which the Company is qualified to do business as a foreign
corporation, in each case dated as of a recent date prior to the Closing
Date; and (vii) such other documents or instruments as are required to be
delivered by Sellers or the Company at the Closing pursuant to the terms
hereof or that Buyer reasonably requests prior to the Closing Date to effect
the transactions contemplated hereby.

                  All proceedings to be taken by Sellers and the Company in
connection with the consummation of the transactions contemplated hereby and
all certificates, opinions, instruments and other documents required to
effect the transactions contemplated hereby reasonably requested by Buyer
shall be reasonably satisfactory in form and substance to Buyer and its
special counsel. Any condition specified in this Section 3.1 may be waived by
Buyer if such waiver is set forth in a writing duly executed by Buyer.

          3.2 CONDITIONS TO COMPANY'S AND SELLERS' OBLIGATIONS. The
obligation of the Company and Sellers to consummate the transactions
contemplated by this Agreement is subject to the satisfaction of the
following conditions at or prior to the Closing:

                  (a) The representations and warranties made in Article VI
hereof shall be true and correct in all material respects at and as of the
Closing, and Buyer and Acquisition Sub shall have performed in all material
respects all the covenants and agreements required to be performed by Buyer
and Acquisition Sub hereunder prior to the Closing;

                  (b) Satisfaction of all conditions listed in Section 3.2 of
the Communicor Acquisition Agreement.

                  (c) No suit, action or other proceeding shall be pending
before any court or governmental or regulatory official, body or authority
wherein an unfavorable injunction, judgment, order, decree or ruling would
(i) prevent consummation of the transactions contemplated by this Agreement
or (ii) cause the transactions contemplated by this Agreement to be rescinded
following consummation, and no such injunction, judgment, order, decree or
ruling shall be in effect;


                                      -6-


                  (d) At the Closing, Buyer shall have delivered to Sellers
(i) a certificate signed by Buyer, dated the date of the Closing, stating
that the conditions specified in subsection (a) above have been satisfied,
(ii) certified copies of the resolutions of Buyer's and Acquisition Sub's
respective board of directors authorizing the execution, delivery and
performance of this Agreement and the other agreements contemplated hereby
and the consummation of the transactions contemplated hereby and thereby,
(iii) good standing certificates for Buyer for each jurisdiction in which
Buyer is qualified to do business as a foreign corporation, in each case
dated as of a recent date prior to the Closing Date and (iv) such other
documents or instruments as are required to be delivered by Buyer or
Acquisition Sub at the Closing pursuant to the terms hereof or that the
Company or Sellers reasonably request prior to the Closing Date to effect the
transactions contemplated hereby.

                  All proceedings to be taken by Buyer or Acquisition Sub in
connection with the consummation of the transactions contemplated hereby and
all documents required to be delivered by Buyer or Acquisition Sub to effect
the transactions contemplated hereby reasonably requested by the Company or
Sellers shall be reasonably satisfactory in form and substance to Sellers.
Any condition specified in this Section 3.2 may be waived if such waiver is
set forth in a writing duly executed by the Company or Sellers.

                                   ARTICLE IV

                             [Intentionally Omitted]

                                    ARTICLE V

                    REPRESENTATIONS AND WARRANTIES CONCERNING
                           THE COMPANY AND SELLERS

         As a material inducement to Buyer and Acquisition Sub to enter into
this Agreement and consummate the transactions contemplated hereby, each of
Sellers and the Company hereby jointly and severally represents and warrants
to Buyer and Acquisition Sub, subject to the terms and conditions of Section
8.2 of the Communicor Acquisition Agreement, that:

          5.1 CAPACITY, ORGANIZATION, CORPORATE POWER AND LICENSES. Each
Seller has full power, authority and legal capacity to enter into this
Agreement and the other documents contemplated hereby to which such Seller is
a party and to perform his obligations hereunder and thereunder. The Company
is a corporation duly organized, validly existing and in good standing under
the laws of the State of Delaware and, except as set forth on the
QUALIFICATIONS SCHEDULE, is qualified to do business in every jurisdiction in
which its ownership of property or conduct of business requires it to
qualify. The Company possesses all requisite corporate power and authority
and all licenses, permits and authorizations necessary to own and operate its
properties, to carry on its business as


                                      -7-


now conducted and presently proposed to be conducted and to carry out the
transactions contemplated by this Agreement. The copies of the Company's
certificate of incorporation and by-laws which have been furnished to Buyer's
special counsel reflect all amendments made thereto at any time prior to the
date of this Agreement and are correct and complete. The minute books
(containing the records of meetings of the shareholders and the board of
directors), the stock certificate books and the stock record books of the
Company are correct and complete in all material respects. The Company is not
in default under or in violation of any provision of its certificate of
incorporation or by-laws. The attached OFFICERS AND DIRECTORS SCHEDULE sets
forth a list all of the officers and directors of the Company.

          5.2 CAPITAL STOCK AND RELATED MATTERS; TITLE TO SHARES. The entire
authorized capital stock of the Company consists of 100,000 Company Shares,
of which 80,000 shares are issued and outstanding. Sellers are the record
owner of, and have good and marketable title to, all of the outstanding
Company Shares, free and clear of all Encumbrances. The Company does not have
outstanding any stock or securities convertible or exchangeable for any
shares of its capital stock or containing any profit participation features,
nor any rights or options to subscribe for or to purchase its capital stock
or any stock or securities convertible into or exchangeable for its capital
stock or any stock appreciation rights or phantom stock plan. The Company is
not subject to any option or obligation (contingent or otherwise) to
repurchase or otherwise acquire or retire any shares of its capital stock or
any warrants, options or other rights to acquire its capital stock. The
Company has not violated any federal or state securities laws in connection
with the offer, sale or issuance of its capital stock. All of the outstanding
shares of the Company's capital stock have been validly issued and are fully
paid and nonassessable. There are no agreements between the Company's
shareholders with respect to the voting or transfer of the Company's capital
stock or with respect to any other aspect of the Company's affairs.

          5.3 AUTHORIZATION; NONCONTRAVENTION. The execution, delivery and
performance of this Agreement and all of the other agreements and instruments
contemplated hereby to which the Company is a party have been duly authorized
by the Company, and no other corporate act or other proceeding on the part of
the Company or its board of directors or stockholders is necessary to
authorize the execution, delivery or performance of this Agreement or the
other agreements contemplated hereby and the consummation of the transactions
contemplated hereby or thereby. This Agreement has been duly executed and
delivered by each of the Company and Sellers and constitutes a valid and
binding obligation of each of the Company and Sellers, enforceable in
accordance with its terms, and each of the other agreements and instruments
contemplated hereby to which the Company or any Seller is a party, when
executed and delivered by the Company or such Seller, as applicable, in
accordance with the terms hereof and thereof, shall each constitute a valid
and binding obligation of such Person, enforceable in accordance with its
respective terms. Except as set forth on the attached RESTRICTIONS SCHEDULE,
the execution and delivery by the Company and Sellers of this Agreement and
all of the other agreements and instruments contemplated hereby to which the
Company or any Seller(s) is a party and the fulfillment of and compliance
with the


                                      -8-


respective terms hereof and thereof by the Company and Sellers do not and
shall not (a) conflict with or result in a breach of the terms, conditions or
provisions of, (b) constitute a default under (whether with or without the
passage of time, the giving of notice or both), (c) result in the creation of
any Lien upon the Company's capital stock or assets pursuant to, (d) give any
third party the right to modify, terminate or accelerate any obligation
under, (e) result in a violation of, or (f) require any authorization,
consent, approval, exemption or other action of or by or notice or
declaration to, or filing with, any third party or any court or
administrative or governmental body or agency pursuant to, the Company's
charter documents, by-laws or other constituent documents, or any law,
statute, rule or regulation to which the Company or any Seller is subject, or
any agreement, instrument, license, permit, order, judgment or decree to
which the Company or any Seller is subject. Neither the Company nor any
Seller is a party to or bound by any written or oral agreement or
understanding with respect to a Seller Transaction other than this Agreement,
and each such Person has terminated all discussions with third parties (other
than with Buyer and its Affiliates) regarding Seller Transactions.

          5.4 ASSETS. The attached ASSETS SCHEDULE sets forth all of the
properties and assets owned by the Company (collectively, the "ASSETS"). The
Company has good and marketable title to each of the Assets set forth on the
ASSETS SCHEDULE, free and clear of all Liens. The Assets are in good
condition and repair (ordinary wear and tear excepted) and are fit for use in
the ordinary course of the Business as presently conducted. All Assets have
been installed and maintained in all material respects in accordance with all
applicable laws, regulations and ordinances.

          5.5 SUBSIDIARIES. The Company has no, and has never had any,
Subsidiaries.

          5.6 ABSENCE OF UNDISCLOSED LIABILITIES. The Company does not and
will not have any obligation or liability (whether accrued, absolute,
contingent, unliquidated or otherwise, whether or not known to the Company,
whether due or to become due and regardless of when or by whom asserted)
arising out of any transaction entered at or prior to the date hereof, or any
action or inaction at or prior to the date hereof, or any state of facts
existing at or prior to the date hereof.

          5.7 NO MATERIAL ADVERSE EFFECT. Since the Company's incorporation,
there has occurred no fact, event or circumstance which has had or would
reasonably be expected to have a Material Adverse Effect.

          5.8 CONTRACTS AND COMMITMENTS. The Company is not and has never
been a party to or bound by any written or oral contract, agreement, lease or
instrument.


                                      -9-



          5.9 INTELLECTUAL PROPERTY RIGHTS. No Intellectual Property Rights
are necessary for the operation of the business of the Company as presently
conducted and as presently proposed to be conducted. Neither the Company nor
any Seller has received any notices of, and has no knowledge of any facts
which indicate a likelihood of, any infringement or misappropriation by, or
conflict with, any third party with respect to any Intellectual Property
Rights (including any demand or request that the Company license any rights
from a third party). The conduct of the Company's business has not infringed,
misappropriated or conflicted with and does not infringe, misappropriate or
conflict with any Intellectual Property Rights of other Persons.

          5.10 LITIGATION. There are no (and, during the five years preceding
the date hereof, there have not been any) actions, suits, proceedings
(including any arbitration proceedings), orders, investigations or claims
pending or, to the Company's or any Seller's knowledge, threatened against or
affecting the Company (or to the Company's knowledge, pending or threatened
against or affecting any of the officers, directors or employees of the
Company with respect to their business or proposed business activities), or
pending or threatened by the Company against any Person, at law or in equity,
or before or by any governmental department, commission, board, bureau,
agency or instrumentality (including any actions, suits, proceedings or
investigations with respect to the transactions contemplated by this
Agreement); the Company is not subject to any arbitration proceedings under
collective bargaining agreements or otherwise or any governmental
investigations or inquiries; and, to the Company's or any Seller's knowledge,
there is no basis for any of the foregoing. The foregoing includes, without
limitation, actions pending or threatened involving the prior employment of
any of the Company's employees, their use in connection with the Company's
business of any information or techniques allegedly proprietary to any of
their former employers or their obligations under any agreements with prior
employers. The Company is not subject to any judgment, order or decree of any
court or other governmental agency, and the Company has not received any
opinion or memorandum or advice from legal counsel to the effect that it is
exposed, from a legal standpoint, to any material liabilities. There are no
actions, suits, proceedings (including any arbitration proceedings), orders,
investigations or claims pending or, to the Company's or any Seller's
knowledge, threatened against or affecting any Seller in which it is sought
to restrain or prohibit or to obtain damages or other relief in connection
with the transactions contemplated hereby.

          5.11 COMPLIANCE WITH LAWS.

                  (a) The Company has complied and is in compliance with all
applicable laws, ordinances, codes, rules, requirements and regulations of
foreign, federal, state and local governments and all agencies thereof
relating to the operation of its business and the maintenance and operation
of its properties and assets. No notices have been received by and no claims
have been filed against the Company alleging a violation of any such laws,
ordinances, codes, rules, requirements or regulations. The Company has not
made any bribes, kickback payments or other


                                      -10-


similar payments of cash or other consideration, including payments to
customers or clients or employees of customers or clients for purposes of
doing business with such Persons.

                  (b) The Company holds and is in compliance with all
permits, licenses, bonds, approvals, certificates, registrations,
accreditations and other authorizations of all foreign, federal, state and
local governmental agencies required for the conduct of its business and the
ownership of its properties (including as the same relate to Environmental
and Safety Requirements), and the attached PERMITS SCHEDULE sets forth a list
of all of such material permits, licenses, bonds, approvals, certificates,
registrations, accreditations and other authorizations. No notices have been
received by the Company alleging the failure to hold any of the foregoing.
All of such permits, licenses, bonds, approvals, accreditations,
certificates, registrations and authorizations will be available for use by
the Company immediately after the Closing.

          5.12 ENVIRONMENTAL AND SAFETY MATTERS. The Company has complied
with and is in compliance with all Environmental and Safety Requirements. The
Company has not received any oral or written notice, report or information
regarding any actual or alleged violation of Environmental and Safety
Requirements or any liabilities or potential liabilities relating to it or
its facilities arising under Environmental and Safety Requirements. The
Company has no obligation or liability (whether accrued, absolute,
contingent, unliquidated or otherwise, whether or not known to the Company,
whether due or to become due and regardless of when or by whom asserted)
relating to or arising out of any Environmental and Safety Requirements.

          5.13 EMPLOYEES. The Company has no and has never had any employees.

          5.14 EMPLOYEE BENEFIT PLANS.

                  (a) The Company has never maintained, sponsored, or
contributed to, and has no liability, obligation, potential liability or
potential obligation to any "employee benefit plan" (as such term is defined
in Section 3(3) of ERISA), or other employee benefit plan, program or
arrangement providing benefits to current or former employees (including any
bonus plan, plan for deferred compensation, retirement, severance, sick
leave, employee health or other welfare benefit plan or other arrangement).

                  (b) The Company does not have any obligation to contribute
to (or any other liability, including current or potential withdrawal
liability, with respect to) any "multiemployer plan" (as defined in Section
3(37) of ERISA) or any employee benefit plan which is a "defined benefit
plan" (as defined in Section 3(35) of ERISA), whether or not terminated.

                  (c) For purposes of this Section 5.13, the term "Company"
includes all entities treated as a single employer with the Company pursuant
to Section 414 of the Code.


                                      -11-


          5.15 TAX MATTERS.

                  (a) The Company and each Affiliated Group has timely filed
all Tax Returns required to be filed by it, each such Tax Return has been
prepared in compliance with all applicable laws and regulations, and all such
Tax Returns are true and accurate. All Taxes due and payable by the Company
have been paid and the Company has withheld and paid over to the appropriate
taxing authority all Taxes which they are required to withhold from amounts
paid or owing to any employee, stockholder, creditor or other third party.

                  (b) Except as set forth on the attached TAXES SCHEDULE:

                           (i) the Company has not requested or been granted
an extension of the time for filing any Tax Return which has not yet been
filed;

                           (ii) the Company has not consented to extend to a
date later than the date hereof the time in which any Tax may be assessed or
collected by any taxing authority;

                           (iii) no deficiency or proposed adjustment which
has not been settled or otherwise resolved for any amount of Tax has been
proposed, asserted or assessed by any taxing authority against the Company;

                           (iv) there is no action, suit, taxing authority
proceeding or audit now in progress, pending or, to the Company's or any
Seller's knowledge, threatened against or with respect to the Company;

                           (v) the Company does not reasonably expect any
taxing authority to claim or assess any amount of additional Taxes against
the Company;

                           (vi) no claim has ever been made by a taxing
authority in a jurisdiction where the Company does not file Tax Returns
claiming that the Company is or may be subject to Taxes assessed by such
jurisdiction;

                           (vii) the Company has not made any election under
Section 341(f) of the Code (or any corresponding provision of state, local or
foreign income Tax law);

                           (viii) there are no Liens for Taxes (other than
for current Taxes not yet due and payable) upon the assets of the Company;

                           (ix) the Company will not be required (A) as a
result of a change in method of accounting for a taxable period ending on or
prior to the Closing Date, to include any adjustment in taxable income for
any taxable period (or portion thereof) ending after the Closing Date, (B) as


                                      -12-


a result of any "closing agreement," as described in Section 7121 of the Code
(or any corresponding provision of state, local or foreign income Tax law),
to include any item of income in, or exclude any item of deduction from,
taxable income for any taxable period (or portion thereof) ending after the
Closing Date, (C) as a result of any sale reported on the installment method,
to include in taxable income any amount from a sale in a taxable period
ending on or prior to the Closing Date, or (D) as a result of any prepaid
amount received in a taxable period ending on or prior to the Closing Date,
to include in taxable income such amount (or portion thereof) for any taxable
period (or portion thereof) ending after the Closing Date;

                           (x) the Company is not a party to or bound by any
Tax allocation or Tax sharing agreement and has no current or potential
contractual obligation to indemnify any other Person with respect to Taxes;
and

                           (xi) neither Buyer nor Acquisition Sub will be
required to deduct and withhold any amount pursuant to Section 1445(a) of the
Code upon the transfer of any cash or property pursuant to this Agreement.

          5.16 BROKERAGE AND TRANSACTION BONUSES. There are no claims for
brokerage commissions, finders' fees or similar compensation in connection
with the transactions contemplated by this Agreement based on any arrangement
or agreement binding upon any Seller or the Company. There are no special
bonuses or other similar compensation payable to any employee of the Company
in connection with the transactions contemplated hereby. Sellers shall pay,
and hold the Company, Buyer and its Affiliates harmless against, any
liability, loss or expense (including reasonable attorneys' fees and
out-of-pocket expenses) arising in connection with any such claim or special
bonus or other similar compensation.

          5.17 BANK ACCOUNTS. The Company does not have any bank accounts.

          5.18 NAMES AND LOCATIONS. Prior to the execution and delivery of
this Agreement, neither the Company nor its predecessors has used any name or
names (other than its legal name) under which it has invoiced account
debtors, maintained records or otherwise conducted business.

          5.19 AFFILIATED TRANSACTIONS. Except as set forth on the attached
AFFILIATED TRANSACTIONS SCHEDULE, no officer, director, shareholder, employee
or Affiliate of the Company or, to the Company's or any Seller's knowledge,
any individual related by blood, marriage or adoption to any such individual
or any entity in which any such Person or individual owns any beneficial
interest, is a party to any agreement, contract, commitment or transaction
with the Company or has any interest in any property used by the Company
(including any Intellectual Property Rights). The Company has not paid any
fees, expenses or costs of the type described in Section 8.5 below that are
to be paid by Sellers pursuant to Section 8.5 below.


                                      -13-


          5.20 DISCLOSURE. Neither this Article V or any of the Exhibits or
Schedules attached hereto nor any of the written statements, documents,
certificates or other items prepared and supplied to Buyer or its Affiliates
by or on behalf of the Company or Sellers in connection with the transactions
contemplated hereby, when taken together as a whole, contain any untrue
statement of a material fact or omit a material fact necessary to make each
statement contained herein or therein, in light of the circumstances in which
they were made, not misleading. There is no fact which the Company has not
disclosed to Buyer in writing and of which any of its shareholders, officers,
directors or executive employees is aware which has had or would reasonably
be expected to have a Material Adverse Effect.

                                   ARTICLE VI

           REPRESENTATIONS AND WARRANTIES OF BUYER AND ACQUISITION SUB

         As an inducement to Sellers and the Company to enter into this
Agreement and consummate the transactions contemplated hereby, Buyer and
Acquisition Sub hereby represent and warrant to Sellers and the Company as
follows:

          6.1 ORGANIZATION AND POWER. Each of Buyer and Acquisition Sub is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware. Each of Buyer and Acquisition Sub has all
requisite corporate power and authority to execute and deliver this Agreement
and to perform its obligations hereunder.

          6.2 CAPITALIZATION. The authorized capital stock of Buyer consists
of 1,500,000 Buyer Common Shares, 150,000 shares of Series Preferred Stock,
of which 862,874.813 Buyer Common Shares, 68,186.233 shares of Series A
Preferred Stock and 4,860 Buyer Preferred Shares are issued and outstanding.
The authorized capital stock of Acquisition Sub consists of 1,000 shares of
common stock, of which 1,000 shares are issued and outstanding. All of such
capital stock has been validly issued, is fully paid and nonassessable, and
has not been issued in violation of any preemptive rights or rights of
refusal. There are no voting trusts, proxies or any other agreements or
understandings with respect to the voting of the capital stock of Buyer or
Acquisition Sub other than under the Stockholders Agreement.

          6.3 AUTHORIZATION. The execution, delivery and performance by Buyer
and Acquisition Sub of this Agreement and the consummation of the
transactions contemplated hereby have been duly and validly authorized by
Buyer and Acquisition Sub, and no other corporate act or proceeding on the
part of Buyer or Acquisition Sub, or their respective boards of directors or
stockholders is necessary to authorize the execution, delivery or performance
of this Agreement and the consummation of the transactions contemplated
hereby. This Agreement has been duly executed and


                                      -14-


delivered by Buyer and Acquisition Sub and this Agreement constitutes a valid
and binding obligation of Buyer and Acquisition Sub, enforceable in
accordance with its terms.

          6.4 NO VIOLATION. Neither Buyer nor Acquisition Sub is subject to
or obligated under their respective certificates of incorporation or by-laws,
or any applicable law, rule or regulation of any governmental authority, or
any agreement, instrument, license or permit, or subject to any order, writ,
injunction or decree, which would be breached or violated by its execution,
delivery or performance of this Agreement or the consummation of the
transactions contemplated hereby.

          6.5 GOVERNMENTAL AUTHORITIES AND CONSENTS. No permit, consent,
approval or authorization of, or declaration to or filing with, any
governmental or regulatory authority or any other Person is required in
connection with the execution, delivery or performance of this Agreement by
Buyer and Acquisition Sub or the consummation by Buyer or Acquisition Sub of
the transactions contemplated hereby.

          6.6 LITIGATION. There are no actions, suits, proceedings, orders or
investigations pending or, to Buyer's knowledge, threatened against or
affecting Buyer or Acquisition Sub, at law or in equity, or before or by any
federal, state, municipal or other governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign, which would
adversely affect Buyer's or Acquisition Sub's performance under this
Agreement or the consummation of the transactions contemplated hereby.

          6.7 BROKERAGE. Except as set forth on the attached BUYER BROKERAGE
SCHEDULE, there are no claims for brokerage commissions, finders' fees or
similar compensation in connection with the transactions contemplated by this
Agreement based on any arrangement or agreement made by or on behalf of Buyer
or Acquisition Sub.

                                   ARTICLE VII

                             [Intentionally Omitted]

                                  ARTICLE VIII

                 ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING

          8.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties in this Agreement and the Schedules and Exhibits attached
hereto or in any writing delivered by any party to another party in
connection with this Agreement shall survive the Closing as follows:

                  (a) the representations and warranties in Section 5.10
(Compliance with Laws), Section 5.11 (Environmental and Safety Matters),
Section 5.13 (Employee Benefits Plans) and


                                      -15-


Section 5.14 (Tax Matters) shall terminate when the applicable statutes of
limitations with respect to the liabilities in question expire (after giving
effect to any extensions or waivers thereof), PLUS thirty (30) days;

                  (b) the representations and warranties in Section 5.2
(Capital Stock and Related Matters; Title to Shares), the first two and last
sentences of Section 5.3 (Authorization; Noncontravention), Section 5.15
(Brokerage and Transaction Bonuses), Section 6.7 (Brokerage) and the last
sentence of Section 6.3 (Authorization) shall not terminate; and

                  (c) all other representations and warranties in this
Agreement and the Schedules and Exhibits attached hereto or in any writing
delivered by any party to another party in connection with this Agreement
shall terminate on the second anniversary of the Closing;

PROVIDED THAT any representation or warranty in respect of which indemnity
may be sought under Section 8.2 below, and the indemnity with respect
thereto, shall survive the time at which it would otherwise terminate
pursuant to this Section 8.1 if notice of the inaccuracy or breach or
potential inaccuracy or breach thereof giving rise to such right or potential
right of indemnity shall have been given to the party against whom such
indemnity may be sought prior to such time (regardless of when the Losses in
respect thereof may actually be incurred). The representations and warranties
in this Agreement and the Schedules and Exhibits attached hereto or in any
writing delivered by any party to another party in connection with this
Agreement shall survive for the periods set forth in this Section 8.1 and
shall in no event be affected by any investigation, inquiry or examination
made for or on behalf of any party, or the knowledge of any party's officers,
directors, stockholders, employees or agents or the acceptance by any party
of any certificate or opinion hereunder. The parties acknowledge that
indemnification hereunder with respect to the breach of any covenant or
agreement contained herein, including any breach of any covenant or agreement
contained in this Article VIII, shall not be subject to any time or other
limitations.

          8.2 INDEMNIFICATION. All indemnification under this Agreement shall
be governed by Section 8.2 of the Communicor Acquisition Agreement.

          8.3 MUTUAL ASSISTANCE. Buyer, Acquisition Sub, the Company and each
of Sellers agree that they will mutually cooperate in the expeditious filing
of all notices, reports and other filings with any governmental authority
required to be submitted jointly by the Company and Buyer or Acquisition Sub
in connection with the execution and delivery of this Agreement and/or the
other agreements contemplated hereby and the consummation of the transactions
contemplated hereby or thereby.


                                      -16-


          8.4 PRESS RELEASE AND ANNOUNCEMENTS. Unless required by law (in
which case each of Buyer and the Company agree to use reasonable efforts to
consult with the other party prior to any such disclosure as to the form and
content of such disclosure), after the date hereof and through and including
the Closing Date, no press releases, announcements to the employees,
customers or suppliers of the Company or other releases of information
related to this Agreement or the transactions contemplated hereby will be
issued or released without the consent of each of Buyer and the Company.
After the Closing, Buyer and the Company may issue any such releases of
information without the consent of any other party hereto.

          8.5 EXPENSES. Except as otherwise provided herein, Sellers, Buyer
and Acquisition Sub shall pay all of their own respective fees, costs and
expenses (including fees, costs and expenses of legal counsel, investment
bankers, brokers or other representatives and consultants and appraisal fees,
costs and expenses) incurred in connection with the negotiation of this
Agreement, the performance of its obligations hereunder and the consummation
of the transactions contemplated hereby. In addition, Sellers shall pay all
fees, costs and expenses of the Company incurred in connection with the
negotiation of this Agreement, the performance of its obligations hereunder
and the consummation of the transactions contemplated hereby, and the Company
shall not pay any fees, costs or expenses (including legal and accounting
fees, costs and expenses) arising in connection with the transactions
contemplated hereby if the transactions are consummated.

          8.6 SPECIFIC PERFORMANCE. Each of the Company, Sellers, Buyer and
Acquisition Sub acknowledges and agrees that the other parties would be
damaged irreparably in the event any of the provisions of this Agreement is
not performed in accordance with its specific terms or is otherwise breached.
Accordingly, each of the Company, Sellers, Buyer and Acquisition Sub agrees
that the other parties shall be entitled to an injunction or injunctions to
prevent breaches of the provisions of this Agreement and to enforce
specifically this Agreement and the terms and provisions hereof in any action
instituted in any court in the United States or in any state having
jurisdiction over the parties and the matter in addition to any other remedy
to which they may be entitled pursuant hereto.

          8.7 ARBITRATION PROCEDURE.

                  (a) Each of Buyer, Acquisition Sub, the Company and Sellers
agrees that the arbitration procedure set forth below shall be the sole and
exclusive method for resolving and remedying claims for money damages arising
out of the provisions of this Article VIII (the "DISPUTES") following the
Closing; PROVIDED THAT nothing in this Section 8.7 shall prohibit a party
hereto from instituting litigation to enforce any Final Determination (as
defined below). The parties hereby acknowledge and agree that, except as
otherwise provided in this Section 8.7 or in the Rules for Non-Administered
Arbitration of Business Disputes (the "RULES") promulgated by the Center for
Public Resources Institute for Dispute Resolutions (the "INSTITUTE") as in
effect from time to time, the arbitration procedures and any Final
Determination hereunder shall be governed by, and shall be enforced pursuant
to, the United States Arbitration Act, 9 U.S.C. Section1 ET. SEQ.


                                      -17-



                  (b) In the event that any party asserts that there exists a
Dispute, such party shall deliver a written notice to each other party
involved therein specifying the nature of the asserted Dispute and requesting
a meeting to attempt to resolve the same. If no such resolution is reached
within ten business days after the delivery of such notice, the party
delivering such notice of Dispute (the "DISPUTING PERSON") may thereafter
commence arbitration hereunder by delivering to each other party involved
therein a notice of arbitration (a "NOTICE OF ARBITRATION"). Such Notice of
Arbitration shall specify the nature of any Dispute and any other matters
required by the Rules as in effect from time to time to be included therein.
The Arbitrator shall permit and facilitate such discovery as the party
initiating such claim shall reasonably request. Buyer and Sellers shall
mutually agree upon one arbitrator to resolve any Dispute pursuant to the
procedures set forth in this Section 8.7 and the Rules.

                  (c) The arbitrator selected pursuant to Section 8.7(b) will
determine the allocation of the costs and expenses of arbitration based upon
the percentage which the portion of the contested amount not awarded to each
party bears to the amount actually contested by such party. For example, if
Buyer submits a claim for $1,000 and if Sellers contest only $500 of the
amount claimed by Buyer, and if the arbitrator ultimately resolves the
dispute by awarding Buyer $300 of the $500 contested, then the costs and
expenses of arbitration will be allocated 60% (i.e., 300 DIVIDED BY 500) to
Sellers and 40% (i.e., 200 DIVIDED BY 500) to Buyer.

                  (d) The arbitration shall be conducted in Washington, D.C.
under the Rules as in effect from time to time. The arbitrator shall conduct
the arbitration so that a final result, determination, finding, judgment
and/or award (the "FINAL DETERMINATION") is made or rendered as soon as
practicable, but in no event later than 90 business days after the delivery
of the Notice of Arbitration nor later than 10 days following completion of
the arbitration. The Final Determination shall be final and binding on all
parties and there shall be no appeal from or reexamination of the Final
Determination, except for fraud, perjury, evident partiality or misconduct by
an arbitrator prejudicing the rights of any party and to correct manifest
clerical errors.

                  (e) Buyer, Acquisition Sub, the Company or Sellers may
enforce any Final Determination in any state or federal court of competent
jurisdiction. For the purpose of any action or proceeding instituted with
respect to any Final Determination, each party hereto hereby irrevocably
submits to the jurisdiction of such courts, irrevocably consents to the
service of process by registered mail or personal service and hereby
irrevocably waives, to the fullest extent permitted by law, any objection
which it may have or hereafter have as to personal jurisdiction, the laying
of the venue of any such action or proceeding brought in any such court and
any claim that any such action or proceeding brought in any court has been
brought in an inconvenient forum.

          8.8 FURTHER ASSURANCES. In the event that at any time after the
Closing any further action is necessary or desirable to carry out the
purposes of this Agreement, each of the parties hereto will take such further
action (including the execution and delivery of such further instruments and
documents) as any other party hereto reasonably may request. Sellers
acknowledge and agree that,


                                      -18-


from and after the Closing, Buyer will be entitled to possession of all
documents, books, records (including Tax records), agreements and financial
data of any sort relating to the Company. Sellers shall not in any manner
take any action which is designed, intended or might be reasonably
anticipated to have the effect of discouraging customers, suppliers, lessors,
licensors and other business associates from maintaining the same business
relationships with the Company and its Affiliates at any time after the date
of this Agreement as were maintained with the Company and its Affiliates
prior to the date of this Agreement.

          8.9 CONFIDENTIALITY. Each Seller and the Company agree not to
disclose or use at any time (and each Seller shall cause each of his
Affiliates not to use or disclose at any time) any Confidential Information,
except to the extent that such disclosure or use is directly related to and
required by the performance of such Seller's duties to the Company or the
Surviving Corporation as an officer or employee. Each Seller and the Company
further agree to take all appropriate steps (and to cause each of his
Affiliates to take all appropriate steps) to safeguard such Confidential
Information and to protect it against disclosure, misuse, espionage, loss and
theft. In the event any Seller, the Company or any Affiliates of a Seller is
required by law to disclose any Confidential Information, Sellers or the
Company shall promptly notify Buyer and Acquisition Sub in writing, which
notification shall include the nature of the legal requirement and the extent
of the required disclosure, and Sellers and the Company shall cooperate with
Buyer and Acquisition Sub to preserve the confidentiality of such information
consistent with applicable law.

          8.10  TAX MATTERS.

                  (a) TAX PERIODS ENDING ON OR BEFORE THE CLOSING DATE.
Sellers shall prepare or cause to be prepared and file or cause to be filed
all Tax Returns for the Company for all periods ending on or prior to the
Closing Date or for which the date of measurement for such Tax occurs prior
to the Closing Date which are filed after the Closing Date. All such Tax
Returns shall be prepared in accordance with past practice insofar as they
relate to the Company. Sellers shall permit Buyer and Acquisition Sub to
review and comment on each such Tax Return prior to filing. Sellers shall
reimburse Buyer and the Surviving Corporation for Taxes of Sellers and the
Company with respect to such periods within fifteen (15) days prior to any
payment by Buyer, the Surviving Corporation or the Company of such Taxes.

                  (b) TAX PERIODS BEGINNING BEFORE AND ENDING AFTER THE
CLOSING DATE. Buyer shall prepare or cause to be prepared and file or cause
to be filed any Tax Returns of the Company for Tax periods which begin before
the Closing Date and end after the Closing Date ("STRADDLE TAX RETURNS").
Buyer shall permit Sellers to review and comment on each such Tax Return
prior to filing. Any portion of any Tax which must be paid in connection with
the filing of a Straddle Tax Return, to the extent attributable to any period
or portion of a period ending on or before the Closing Date, shall be
referred to herein as "PRE-CLOSING TAXES." Sellers shall pay to Buyer an
amount equal to the Pre-Closing Taxes due with any Straddle Tax Returns at
least ten (10) days before Buyer is required to cause to be paid the related
Tax liability. Where the Pre-Closing Taxes involve a period


                                      -19-


which begins before and ends after the Closing Date, such Pre-Closing Taxes
shall be calculated as though the taxable year of the Company terminated as
of the close of business on the Closing Date; PROVIDED, HOWEVER, that in the
case of a tax not based on income, receipts, proceeds, profits or similar
items, Pre-Closing Taxes shall be equal to the amount of tax for the taxable
period multiplied by a fraction, the numerator of which shall be the number
of days from the beginning of the taxable period through the Closing Date and
the denominator of which shall be the number of days in the taxable period.
All determinations necessary to give effect to the foregoing allocations
shall be made in a manner consistent with prior practice of the Company.

                  (c)  COOPERATION ON TAX MATTERS.

                           (i) Sellers, the Company, Buyer and Acquisition
Sub shall cooperate fully, as and to the extent reasonably requested by the
other party, in connection with the filing of Tax Returns pursuant to this
Section 8.10 and any audit, litigation or other proceeding with respect to
Taxes. Such cooperation shall include signing any Tax Return, amended Tax
Returns, claims or other documents necessary to settle any Tax controversy,
the retention and (upon the other party's request) the provision of records
and information which are reasonably relevant to any such audit, litigation
or other proceeding and making employees available on a mutually convenient
basis to provide additional information and explanation of any material
provided hereunder. Sellers agree to retain all books and records with
respect to Tax matters pertinent to the Company relating to any taxable
period beginning before the Closing Date until the expiration of the statute
of limitations (and, to the extent notified by Buyer, any extensions thereof)
of the respective taxable periods, and to abide by all record retention
agreements entered into with any taxing authority and to give Buyer
reasonable written notice prior to transferring, destroying or discarding any
such books and records and, if the other party so requests, Buyer shall allow
Sellers to take possession of such books and records.

                           (ii) Buyer shall have the right to participate in
any Tax proceeding related to a pre-Closing Tax year of the Company which may
have the effect of increasing Acquisition Sub's, Buyer's or the Company's Tax
liability for any Tax period ending after the Closing, and Sellers shall not
settle or compromise any such proceeding without Buyer's prior written
consent; PROVIDED HOWEVER, Buyer hereby agrees to consent if Sellers fully
indemnify Buyer for any increase in Acquisition Sub's, Buyer's or the
Company's Tax liability.

                           (iii) Buyer and Sellers further agree, upon
request by the other, to use their best efforts to obtain any certificate or
other document from any governmental authority or any other Person as may be
necessary to mitigate, reduce or eliminate any Tax that could be imposed
(including, but not limited to, with respect to the transactions contemplated
hereby).

                           (iv) Without the prior written consent (which
shall not be unreasonably withheld) of Buyer, neither any of Sellers nor the
Company shall make or change any election, change an annual accounting
period, file any amended Tax Return, enter into any closing agreement,


                                      -20-


settle any Tax claim or assessment relating to the Company, surrender any
right to claim a refund of Taxes, or take any other similar action, or omit
to take any action relating to the filing of any Tax Return or the payment of
any Tax, if such action or omission would have the effect of increasing the
present or future Tax liability or decreasing any present or future Tax asset
of the Company, Buyer or any Affiliate of Buyer. Sellers shall notify Buyer
of any consent to any extension or waiver of the limitation period applicable
to any Tax claim or assessment relating to the Company within fifteen (15)
days of making such consent or waiver.

                                   ARTICLE IX

                                  MISCELLANEOUS

         9.1 AMENDMENT AND WAIVER. This Agreement may be amended, and any
provision of this Agreement may be waived; PROVIDED THAT any such amendment
or waiver will be binding upon the Company, prior to the Closing, and Sellers
only if such amendment or waiver is set forth in a writing executed by
Sellers, and any such amendment or waiver will be binding upon the Surviving
Corporation, after the Closing, and Buyer and Acquisition Sub only if such
amendment or waiver is set forth in a writing executed by Buyer or the
Surviving Corporation, as the case may be. No course of dealing between or
among any Persons having any interest in this Agreement shall be deemed
effective to modify, amend or discharge any part of this Agreement or any
rights or obligations of any Person under or by reason of this Agreement. 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.

         9.2 NOTICES. All notices, demands and other communications to be
given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given (i) when
personally delivered, sent by telecopy (with hard copy to follow) or sent by
reputable overnight express courier (charges prepaid), or (ii) five days
following mailing by certified or registered mail, postage prepaid and return
receipt requested. Unless another address is specified in writing, notices,
demands and communications to Sellers, the Company, Buyer and Acquisition Sub
shall be sent to the addresses indicated below:


                                      -21-


NOTICES TO THE COMPANY (PRIOR TO THE CLOSING) AND SELLERS:

Char Stan, Inc.
967 40th Lane
Anoka, MN  55303
Attn:    Stanley D. Lebakken
Telecopy: (651) 223-5199

WITH A COPY TO (WHICH SHALL NOT CONSTITUTE
NOTICE TO THE COMPANY OR SELLERS):

Murnane, Conlin, White & Brandt
1800 Piper Jaffray Plaza
444 Cedar Street
St. Paul, MN 55101
Attn:    John E. Brandt
Telecopy:  (651) 223-5199

Alston & Bird LLP
1201 W. Peachtree Street
Atlanta, GA 30309
Attn:    Joe Taylor
Telecopy: (404) 881-4777

NOTICES TO THE SURVIVING CORPORATION (AFTER THE CLOSING),
BUYER AND ACQUISITION SUB:

Linc.net, Inc.
6303 Blue Lagoon Drive
Suite 305
Miami, FL 33126
Attn:    Ismael Perera
Telecopy: (305) 266-0875


                                      -22-


WITH COPIES TO (WHICH SHALL NOT CONSTITUTE NOTICE TO THE SURVIVING CORPORATION,
BUYER OR ACQUISITION SUB):

First Chicago Equity Capital
55 West Monroe Street
16th Floor
Chicago, IL 60670
Attn:    Burton E. McGillivray
Telecopy: (312) 732-7483

Saunders, Karp & Megrue
262 Harbor Drive
4th Floor
Stamford, CT 06902
Attn:    Timothy B. Armstrong
Telecopy: (203) 708-6677

Kirkland & Ellis
200 East Randolph
Chicago, IL 60601
Attn:    Ted H. Zook
         E. Paul Quinn
Telecopy:    (312) 861-2200

         9.3 SUCCESSORS AND ASSIGNS. This Agreement and all of the covenants
and agreements contained herein and rights, interests or obligations
hereunder, by or on behalf of any of the parties hereto, shall bind and inure
to the benefit of the respective heirs, successors and assigns of the parties
hereto whether so expressed or not, except that neither this Agreement nor
any of the covenants and agreements herein or rights, interests or
obligations hereunder may be assigned or delegated by Sellers prior to or
after the Closing, or assigned or delegated by the Company prior to the
Closing, without the prior written consent of Buyer. Each of Buyer and
Acquisition Sub may assign its rights and obligations hereunder, in whole or
in part, to any of its Affiliates without the consent of any of the other
parties hereto. In addition, Buyer and Acquisition Sub may assign its rights
and obligations pursuant to this Agreement, in whole or in part, in
connection with any disposition or transfer of all or any portion of the
Surviving Corporation, Buyer or their respective businesses in any form of
transaction without the consent of any of the other parties hereto. Buyer,
Acquisition Sub, and, following the Closing, the Surviving Corporation may
assign any or all of its rights pursuant to this Agreement, including its
rights to indemnification, to any of its lenders as collateral security.


                                      -23-


         9.4 SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.

         9.5 INTERPRETATION. The headings and captions used in this
Agreement, in any Schedule or Exhibit hereto, in the table of contents or in
any index hereto are for convenience of reference only and do not constitute
a part of this Agreement and shall not be deemed to limit, characterize or in
any way affect any provision of this Agreement or any Schedule or Exhibit
hereto, and all provisions of this Agreement and the Schedules and Exhibits
hereto shall be enforced and construed as if no caption or heading had been
used herein or therein. Any capitalized terms used in any Schedule or Exhibit
attached hereto and not otherwise defined therein shall have the meanings set
forth in this Agreement. Each defined term used in this Agreement shall have
a comparable meaning when used in its plural or singular form. The use of the
word "including" herein shall mean "including without limitation" and, unless
the context otherwise required, "neither," "nor," "any," "either" and "or"
shall not be exclusive. The parties hereto intend that each representation,
warranty and covenant contained herein shall have independent significance.
If any party has breached any representation, warranty or covenant contained
herein in any respect, the fact that there exists another representation,
warranty or covenant relating to the same subject matter (regardless of the
relative levels of specificity) which such party has not breached shall not
detract from or mitigate the fact that such party is in breach of the first
representation, warranty or covenant. The parties have participated jointly
in the negotiation and drafting of this Agreement. In the event an ambiguity
or question of intent or interpretation arises, this Agreement shall be
construed as if drafted jointly by the parties, and no presumption or burden
of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any of the provisions of this Agreement.

         9.6 CAPTIONS. The captions used in this Agreement are for
convenience of reference only and do not constitute a part of this Agreement
and shall not be deemed to limit, characterize or in any way affect any
provision of this Agreement, and all provisions of this Agreement shall be
enforced and construed as if no caption had been used in this Agreement.

         9.7 NO THIRD-PARTY BENEFICIARIES. Nothing herein expressed or
implied is intended or shall be construed to confer upon or give to any
Person other than the parties hereto and their respective permitted
successors and assigns, any rights or remedies under or by reason of this
Agreement, such third parties specifically including employees and creditors
of the Company.

         9.8 COMPLETE AGREEMENT. This Agreement and the agreements and
documents referred to herein contain the entire agreement and understanding
between the parties with respect to the subject matter hereof and supersede
all prior agreements and understandings, whether written or oral, relating to
such subject matter in any way.


                                      -24-


         9.9 COUNTERPARTS. This Agreement may be executed in one or more
counterparts (including by means of telecopied signature pages), all of which
taken together shall constitute one and the same instrument.

         9.10 DELIVERY BY FACSIMILE. This Agreement and any signed agreement
or instrument entered into in connection with this Agreement, and any
amendments hereto or thereto, to the extent signed and delivered by means of
a facsimile machine, shall be treated in all manner and respects as an
original agreement or instrument and shall be considered to have the same
binding legal effect as if it were the original signed version thereof
delivered in person. At the request of any party hereto or to any such
agreement or instrument, each other party hereto or thereto shall re-execute
original forms thereof and deliver them to all other parties. No party hereto
or to any such agreement or instrument shall raise the use of a facsimile
machine to deliver a signature or the fact that any signature or agreement or
instrument was transmitted or communicated through the use of a facsimile
machine as a defense to the formation of a contract and each such party
forever waives any such defense.

         9.11 GOVERNING LAW. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed
by the internal law of the State of Minnesota without giving effect to any
choice of law or conflict of law provision or rule (whether of the State of
Minnesota or any other jurisdictions) that would cause the application of the
laws of any jurisdictions other than the State of Minnesota.

         9.12 SCHEDULES. Nothing in any schedule attached hereto shall be
adequate to disclose an exception to a representation or warranty made in
this Agreement unless such schedule identifies the exception with
particularity and describes the relevant facts in reasonable detail. Without
limiting the generality of the foregoing, the mere listing (or inclusion of a
copy) of a document or other item shall not be adequate to disclose an
exception to a representation or warranty made in this Agreement, unless the
representation or warranty has to do with the existence of the document or
other item itself. No exceptions to any representations or warranties
disclosed on one schedule shall constitute an exception to any other
representations or warranties made in this Agreement unless the exception is
disclosed as provided herein on each such other applicable schedule by cross
reference or otherwise.

                       *    *    *    *    *


                                      -25-


                  IN WITNESS WHEREOF, the parties hereto have executed this
Merger Agreement on the date first written above.

                                            LINC.NET, INC.


                                            By:_________________________________
                                            Name:
                                            Title:


                                            LINC.NET ACQUISITION CORP. IV


                                            By:_________________________________
                                            Name:
                                            Title:


                                            CHAR STAN, INC.


                                            By:________________________________
                                            Name:
                                            Title:


                                            ___________________________________
                                            Stanley D. Lebakken


                                            ___________________________________
                                            Charles R. Lundgren





                            BUYER BROKERAGE SCHEDULE


Buyer or one of its Affiliates will pay a fee to Gateway Partners in connection
with the transactions contemplated by this Agreement.

EX-2.11

                                                               EXHIBIT NO. 2.11

                                                               [EXECUTION COPY]


===============================================================================



                          EQUIPMENT PURCHASE AGREEMENT

                                  by and among

                                TRANSWEST, INC.,

                              TRANSWESTSOUTH, INC.,

                      STANLEY D. LEBAKKEN DOING BUSINESS AS
                        DEALER UNDER THE NAME TRANSWEST,

                      CHARLES R. LUNDGREN DOING BUSINESS AS
                        DEALER UNDER THE NAME TRANSWEST,

                              STANLEY D. LEBAKKEN,

                              CHARLES R. LUNDGREN,

                             GARDNER H. ALTMAN, JR.,

                                       and

                       COMMUNICOR TELECOMMUNICATIONS, INC.



                            Dated as of May 10, 2000


===============================================================================





                                TABLE OF CONTENTS

                                                                              Page
                                                                              ----
                                                                           
ARTICLE I

         CERTAIN DEFINITIONS.................................................    1

         1.1         Definitions.............................................    1

ARTICLE II

         PURCHASE AND SALE OF THE PURCHASED ASSETS...........................    3
         2.1         Purchased Assets........................................    3
         2.2         Assumed Liabilities.....................................    3
         2.3         Closing Transactions....................................    3
         2.4         Purchase Price..........................................    4
         2.5     Allocation of the Purchase Price............................    4

ARTICLE III

         CONDITIONS TO CLOSING...............................................    4
         3.1         Conditions to Buyer's Obligations.......................    4
         3.2         Conditions to the Sellers' Obligations..................    5

ARTICLE IV

         [Intentionally Omitted].............................................    6

ARTICLE V

         REPRESENTATIONS AND WARRANTIES CONCERNING THE SELLER.................   6
         5.1         Capacity, Organization and  Power.......................    6
         5.2         Authorization; Noncontravention.........................    6
         5.3         Title to Assets.........................................    7
         5.4         Litigation..............................................    7
         5.5         Disclosure..............................................    7

                                      -i-




                                                                              Page
                                                                              ----
                                                                           
ARTICLE VI

         REPRESENTATIONS AND WARRANTIES OF BUYER.............................    8
         6.1         Organization and Power..................................    8
         6.2         Authorization...........................................    8
         6.3         No Violation............................................    8
         6.4         Governmental Authorities and Consents...................    8
         6.5         Litigation..............................................    8

ARTICLE VII

         [Intentionally Omitted].............................................    9

ARTICLE VIII

         ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING......................    9
         8.1         Survival of Representations and Warranties..............    9
         8.2         Indemnification.........................................   10
         8.3         Expenses................................................   10
         8.4         Specific Performance....................................   10
         8.5         Arbitration Procedure...................................   10
         8.6         Further Assurances......................................   11
         8.7         Confidentiality.........................................   11
         8.8         Sales and Transfer Taxes................................   12

ARTICLE IX

         MISCELLANEOUS.......................................................   12
         9.1         Amendment and Waiver....................................   12
         9.2         Notices.................................................   12
         9.3         Successors and Assigns..................................   14
         9.4         Severability............................................   14
         9.5         Interpretation..........................................   15
         9.6         Captions................................................   15
         9.7         No Third-Party Beneficiaries............................   15
         9.8         Complete Agreement......................................   15
         9.9         Counterparts............................................   15
         9.10        Delivery by Facsimile...................................   15

                                     -ii-





                                                                              Page
                                                                              ----
                                                                           


         9.11        Governing Law...........................................   16

                                     -iii-





                                    SCHEDULES


Purchased Assets Schedule
Liens to be Paid from Seller Proceeds Schedule
Purchase Price Allocation Schedule
Qualifications Schedule
Restrictions Schedule



                                     -iv-




                          EQUIPMENT PURCHASE AGREEMENT

                  THIS EQUIPMENT PURCHASE AGREEMENT (this "AGREEMENT") is made
and entered into as of May 10, 2000, by and among Transwest, Inc., a Minnesota
corporation ("TRANSWEST"), Transwestsouth, Inc., a North Carolina corporation
("TRANSWESTSOUTH"), Stanley D. Lebakken, individually and doing business as
dealer under the name Transwest, and Charles R. Lundgren, individually and doing
business as dealer under the name Transwest (together, the "DEALERS"), Stanley
D. Lebakken ("LEBAKKEN"), Charles R. Lundgren ("LUNDGREN"), Gardner H. Altman,
Jr. ("ALTMAN" and together with Lebakken and Lundgren, the "STOCKHOLDERS") and
Communicor Telecommunications, Inc. a Delaware corporation ("BUYER"). Transwest,
Transwestsouth and Dealers are referred to collectively herein as the Sellers.

                  WHEREAS, Buyer has entered into an Asset Purchase Agreement
("COMPANY ACQUISITION AGREEMENT") dated of even date herewith by and among
Communicor Corporation-USA, an Arizona corporation (the "COMPANY"), and the
other parties named therein pursuant to which Buyer shall purchase certain
assets related to the business of the Company; and

                  WHEREAS, the Stockholders own all of the issued and
outstanding capital stock of Transwest and Transwestsouth;

                  WHEREAS, subject to the terms and conditions set forth in
this Agreement, Buyer desires to purchase from the Sellers and the Sellers
desires to sell to Buyer certain equipment that is currently used by the
Company in conducting its business.

                  NOW, THEREFORE, in consideration of the mutual covenants,
agreements and understandings contained herein and intending to be legally
bound, the parties hereto hereby agree as follows:

                                    ARTICLE I

                               CERTAIN DEFINITIONS

         1.1 DEFINITIONS. Capitalized terms used in this Agreement and not
otherwise defined herein shall have the meanings ascribed thereto in the
Company Acquisition Agreement. For purposes of this Agreement, where portions
of the Company Acquisition Agreement are incorporated herein by reference,
all references to "Seller" in the Company Acquisition Agreement shall be
deemed to be references to the Sellers as defined herein, all references to
"Principals" in the Company Acquisition Agreement shall be deemed to be
references to the Stockholders as defined herein, all references to "Seller
Parties" in the Company Acquisition Agreement shall be deemed to be
references to the Sellers and the Stockholders as defined herein, and all
references to Buyer or Buyer Parties in the Company Acquisition Agreement
shall be deemed to be references to Buyer as



defined herein. For the purposes of this Agreement, the following terms have
the meanings set forth below:

                  "AFFILIATE" of any particular Person means any other Person
controlling, controlled by or under common control with such Person. For
purposes of this definition, "control" (including the terms "controlling,"
"controlled by" and "under common control with") means the possession, direct
or indirect, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities,
by contract or otherwise, and such "control" will be presumed if any Person
owns 10% or more of the voting capital stock or other ownership interests,
directly or indirectly, of any other Person.

                  "AFFILIATED GROUP" means an affiliated group as defined in
Section 1504 of the Code (or any analogous combined, consolidated or unitary
group defined under state, local or foreign income Tax law) of which the
Sellers or any of their Subsidiaries is or has been a member.

                  "CONFIDENTIAL INFORMATION" means all information of a
confidential or proprietary nature (whether or not specifically labeled or
identified as "confidential"), in any form or medium, that relates to the
business, financial condition and results (whether historical or projected),
products, services or research or development of the Sellers or their
Subsidiaries or their respective suppliers, distributors, customers,
independent contractors or other business relations. Confidential Information
includes, but is not limited to, the following: (i) internal business
information (including information relating to strategic and staffing plans
and practices, business, training, marketing, promotional and sales plans and
practices, cost, rate and pricing structures and accounting and business
methods); (ii) identities of, individual requirements of, specific
contractual arrangements with, and information about, the Sellers' or any of
their Subsidiaries' suppliers, distributors, customers, independent
contractors or other business relations and their confidential information;
(iii) trade secrets, know-how, compilations of data and analyses, techniques,
systems, formulae, recipes, research, records, reports, manuals,
documentation, models, data and data bases relating thereto; (iv) inventions,
innovations, improvements, developments, methods, designs, analyses,
drawings, reports and all similar or related information (whether or not
patentable); and (v) other intellectual property rights.

                  "TAX" means any (i) federal, state, local or foreign
income, gross receipts, franchise, estimated, alternative minimum, add-on
minimum, sales, use, transfer, registration, value added, excise, natural
resources, severance, stamp, occupation, premium, windfall profit,
environmental, customs, duties, real property, personal property, capital
stock, social security, unemployment, disability, payroll, license, employee
or other withholding, or other tax, of any kind whatsoever, including any
interest, penalties or additions to tax or additional amounts in respect of
the foregoing; (ii) liability of the Sellers or any of their Subsidiaries for
the payment of any amounts of the type described in clause (i) above arising
as a result of being (or ceasing to be) a member of any Affiliated Group (or
being included (or required to be included) in any Tax Return relating
thereto); and (iii)

                                     -2-



liability of the Sellers or any of their Subsidiaries for the payment of any
amounts of the type described in clause (i) above as a result of any express
or implied obligation to indemnify or otherwise assume or succeed to the
liability of any other Person.

                  "TAX RETURNS" means returns, declarations, reports, claims
for refund, information returns or other documents (including any related or
supporting schedules, statements or information) filed or required to be
filed in connection with the determination, assessment or collection of any
Taxes of any party or the administration of any laws, regulations or
administrative requirements relating to any Taxes.

                                   ARTICLE II

                    PURCHASE AND SALE OF THE PURCHASED ASSETS

         2.1 PURCHASED ASSETS. On the terms and subject to the conditions set
forth in this Agreement, Buyer shall purchase from each of the Sellers, and
each of the Sellers shall sell, convey, assign, transfer and deliver to Buyer
on the Closing Date, all of the Sellers' right, title and interest in the
equipment listed on the attached PURCHASED ASSETS SCHEDULE (the "PURCHASED
ASSETS"), free and clear of all liens, charges, encumbrances and restrictions
of whatever nature.

         2.2 ASSUMED LIABILITIES. Notwithstanding anything to the contrary in
this Agreement, Buyer shall not assume, or in any way become liable for any
debts, liabilities or obligations of any nature whatsoever of the Sellers,
whether accrued, absolute, contingent or otherwise, whether known or unknown,
whether due or to become due, whether related to the Purchased Assets and
whether disclosed on the Schedules attached hereto, and regardless of when or
by whom asserted.

         2.3 CLOSING TRANSACTIONS.

                  (a) CLOSING. The closing of the transactions contemplated
by this Agreement shall take place as set forth in Section 2.3 of the Company
Acquisition Agreement.

                  (b) DELIVERIES. At the Closing:

                           (i) Buyer shall pay to the Sellers and make payments
         on behalf of the Sellers to the Persons listed on the attached LIENS TO
         BE PAID FROM SELLER PROCEEDS SCHEDULE an aggregate amount equal to the
         Purchase Price (as defined in Section 2.4(a) below) by wire transfer of
         immediately available funds to the accounts designated by the Sellers;

                           (ii) the Sellers shall convey all of the Purchased
         Assets to Buyer and shall deliver to Buyer such appropriately executed
         instruments of sale, transfer, assignment,

                                     -3-


conveyance and delivery, transfer tax declarations and all other instruments
of conveyance which are necessary or desirable to effect the transfer to
Buyer of good and marketable title to the Purchased Assets (free and clear of
all liens, charges, security interests, encumbrances and restrictions of
whatever nature); and

                           (iii) each of the Sellers and Buyer, as applicable,
         shall deliver the certificates and other documents and instruments
         required to be delivered by or on behalf of such party under Article
         III below.

         2.4 PURCHASE PRICE.

                  (a) The aggregate purchase price to be paid for the
Purchased Assets (the "PURCHASE PRICE") shall be an amount equal to
$2,479,310.

                  (b) At the Closing, Buyer shall pay to the Sellers in the
manner described in clause (i) of Section 2.3(b) above an amount equal to the
Purchase Price.

         2.5 ALLOCATION OF THE PURCHASE PRICE. Buyer shall in good faith
determine the fair market value of the Purchased Assets with the consent of
the Sellers (which consent shall not be unreasonably withheld) and shall set
forth such fair market values on a PURCHASE PRICE ALLOCATION SCHEDULE which
shall be deemed to be part of this Agreement. For tax purposes, the Purchase
Price shall be allocated among the Purchased Assets consistent with the fair
market values thereof set forth on the PURCHASE PRICE ALLOCATION SCHEDULE and
in accordance with Section 1060 of the Code. Neither Buyer nor any of the
Sellers, nor any of their respective Affiliates, shall take any position in
any income tax return or income tax audit which is inconsistent with the
PURCHASE PRICE ALLOCATION SCHEDULE unless required to do so by Section 1060
of the Code, and any similar state statute that is applicable.

                                   ARTICLE III

                              CONDITIONS TO CLOSING

         3.1 CONDITIONS TO BUYER'S OBLIGATIONS. The obligation of Buyer to
consummate the transactions contemplated by this Agreement is subject to the
satisfaction of all of the following conditions on or prior to the Closing
Date:

                  (a) Satisfaction of all of the conditions listed in Section
3.1 of the Company Acquisition Agreement;

                  (b) The representations and warranties in Article V hereof
that are subject to materiality qualifications shall be true and correct in
all respects at and as of the Closing and the representations and warranties
contained in Article V hereof that are not subject to materiality
qualifications shall be true and correct in all material respects at and as
of the Closing, and each of the

                                     -4-


Sellers shall have performed in all material respects all of the covenants
and agreements required to be performed by each of the Sellers hereunder
prior to the Closing;

                  (c) No suit, action or other proceeding shall be pending or
threatened before any court or governmental or regulatory official, body or
authority or any arbitrator wherein an unfavorable injunction, judgment,
order, decree, ruling or charge would (i) prevent the performance of this
Agreement or the consummation of any of the transactions contemplated hereby
or declare unlawful any of the transactions contemplated hereby, (ii) cause
any of the transactions contemplated by this Agreement to be rescinded
following consummation, or (iii) affect adversely the right of Buyer to own
the Purchased Assets, and no such injunction, judgment, order, decree or
ruling shall have been entered or be in effect; and

                  (d) At the Closing, the Sellers shall have delivered to
Buyer (i) a certificate signed by each of the Sellers, dated the date of the
Closing, stating that the conditions specified in subsections (a) through (c)
above have been satisfied as of the Closing; (ii) certified copies of the
resolutions of each of the Seller's board of directors and stockholders
authorizing the execution, delivery and performance of this Agreement and the
other agreements contemplated hereby and the consummation of the transactions
contemplated hereby and thereby; and (iii) such other documents or
instruments as are required to be delivered by the Sellers at the Closing
pursuant to the terms hereof or that Buyer reasonably requests prior to the
Closing Date to effect the transactions contemplated hereby.

                  All proceedings to be taken by the Sellers in connection
with the consummation of the transactions contemplated hereby and all
certificates, opinions, instruments and other documents required to effect
the transactions contemplated hereby reasonably requested by Buyer shall be
reasonably satisfactory in form and substance to Buyer and its special
counsel. Any condition specified in this Section 3.1 may be waived by Buyer
if such waiver is set forth in a writing duly executed by Buyer.

         3.2 CONDITIONS TO THE SELLERS' OBLIGATIONS. The obligation of the
Sellers to consummate the transactions contemplated by this Agreement is
subject to the satisfaction of the following conditions at or prior to the
Closing:

                  (a) The representations and warranties made in Article VI
hereof shall be true and correct in all material respects at and as of the
Closing, and Buyer shall have performed in all material respects all the
covenants and agreements required to be performed by Buyer hereunder prior to
the Closing;

                  (b) Satisfaction of all of the conditions listed in Section
3.2 of the Company Acquisition Agreement;

                  (c) No suit, action or other proceeding shall be pending
before any court or governmental or regulatory official, body or authority
wherein an unfavorable injunction, judgment, order, decree or ruling would
(i) prevent consummation of the transactions contemplated by this

                                     -5-


Agreement or (ii) cause the transactions contemplated by this Agreement to be
rescinded following consummation, and no such injunction, judgment, order,
decree or ruling shall be in effect; and

                  (d) At the Closing, Buyer shall have delivered to the
Sellers (i) a certificate signed by Buyer, dated the date of the Closing,
stating that the conditions specified in subsection (a) above have been
satisfied, (ii) certified copies of the resolutions of Buyer's board of
directors authorizing the execution, delivery and performance of this
Agreement and the other agreements contemplated hereby and the consummation
of the transactions contemplated hereby and thereby, (iii) good standing
certificates for Buyer for each jurisdiction in which Buyer is qualified to
do business as a foreign corporation, in each case dated as of a recent date
prior to the Closing Date, and (iv) such other documents or instruments as
are required to be delivered by Buyer at the Closing pursuant to the terms
hereof or that the Sellers reasonably request prior to the Closing Date to
effect the transactions contemplated hereby.

                  All proceedings to be taken by Buyer in connection with the
consummation of the transactions contemplated hereby and all documents
required to be delivered by Buyer to effect the transactions contemplated
hereby reasonably requested by the Sellers shall be reasonably satisfactory
in form and substance to the Sellers. Any condition specified in this Section
3.2 may be waived if such waiver is set forth in a writing duly executed by
the Sellers.

                                   ARTICLE IV

                             [Intentionally Omitted]


                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES
                              CONCERNING THE SELLER

         As a material inducement to Buyer to enter into this Agreement and
consummate the transactions contemplated hereby, each of the Sellers and the
Stockholders hereby jointly and severally represents and warrants to Buyer
that:

         5.1 CAPACITY, ORGANIZATION AND POWER. Each of the Sellers has full
power, authority and legal capacity to enter into this Agreement and the
other documents contemplated hereby to which such Seller is a party and to
perform its obligations hereunder and thereunder. Each of the Sellers (other
than the Dealers) is duly organized, validly existing, and in good standing
under the laws of the jurisdiction of its incorporation, and, each of the
Sellers, except as set forth on the QUALIFICATIONS SCHEDULE, is qualified to
do business in every jurisdiction in which it is required to be qualified,
and is not in default under or in violation with any provision of its charter
documents or by-laws, as applicable.

                                     -6-




         5.2 AUTHORIZATION; NONCONTRAVENTION. The execution, delivery and
performance of this Agreement and all of the other agreements and instruments
contemplated hereby to which any Seller is a party has been duly authorized
by such Seller, and no other corporate act or other proceeding on the part of
any Seller or its board of directors or stockholders is necessary to
authorize the execution, delivery or performance of this Agreement or the
other agreements contemplated hereby and the consummation of the transactions
contemplated hereby or thereby. This Agreement has been duly executed and
delivered by each of the Sellers and constitutes a valid and binding
obligation of each of the Sellers, enforceable in accordance with its terms,
and each of the other agreements and instruments contemplated hereby to which
any Seller is a party, when executed and delivered by the Seller, as
applicable, in accordance with the terms hereof and thereof, shall each
constitute a valid and binding obligation of such Person, enforceable in
accordance with its respective terms. Except as set forth on the RESTRICTIONS
SCHEDULE, the execution and delivery by the Sellers of this Agreement and all
of the other agreements and instruments contemplated hereby to which such
Seller is a party and the fulfillment of and compliance with the respective
terms hereof and thereof by such Seller does not and shall not (a) conflict
with or result in a breach of the terms, conditions or provisions of, (b)
constitute a default under (whether with or without the passage of time, the
giving of notice or both), (c) result in the creation of any Lien upon any
Purchased Assets pursuant to, (d) give any third party the right to modify,
terminate or accelerate any obligation under, (e) result in a violation of,
or (f) require any authorization, consent, approval, exemption or other
action of or by or notice or declaration to, or filing with, any third party
or any court or administrative or governmental body or agency pursuant to,
any Seller's charter documents, by-laws or other constituent documents, or
any law, statute, rule or regulation to which the Seller is subject, or any
agreement, instrument, license, permit, order, judgment or decree to which
any Seller is subject. None of the Sellers is a party to or bound by any
written or oral agreement or understanding with respect to the sale or
disposition of any of the Purchased Assets, and each such Person has
terminated all discussions with third parties (other than with Buyer and its
Affiliates) regarding the sale or disposition of any of the Purchased Assets.

         5.3 TITLE TO ASSETS. The Sellers have good and marketable title to
each of the Purchased Assets, free and clear of all Liens. The Purchased
Assets are in good condition and repair (ordinary wear and tear excepted) and
are fit for use in the ordinary course of the Business as presently
conducted. All Purchased Assets have been installed and maintained in all
material respects in accordance with all applicable laws, regulations and
ordinances.

         5.4 LITIGATION. There are no actions, suits, proceedings, orders or
investigations pending or, to any Seller's knowledge, threatened against or
affecting any Seller, at law or in equity, or before or by any federal,
state, municipal or other governmental department, commission, board, bureau,
agency or instrumentality, domestic or foreign, which would adversely affect
any of the Purchased Assets, the Sellers' performance under this Agreement or
the consummation of the transactions contemplated hereby.

         5.5 DISCLOSURE. Neither this Article V or any of the Exhibits or
Schedules attached hereto nor any of the written statements, documents,
certificates or other items prepared and supplied to Buyer or its Affiliates
by or on behalf of the Sellers in connection with the transactions
contemplated

                                     -7-


hereby, when taken together as a whole, contain any untrue statement of a
material fact or omit a material fact necessary to make each statement
contained herein or therein, in light of the circumstances in which they were
made, not misleading. There is no fact which any of the Sellers has not
disclosed to Buyer in writing and of which any of the Sellers' shareholders,
officers, directors or executive employees is aware which has had or would
reasonably be expected to have a material adverse effect.

                                   ARTICLE VI

                     REPRESENTATIONS AND WARRANTIES OF BUYER

         As an inducement to the Sellers to enter into this Agreement and
consummate the transactions contemplated hereby, Buyer hereby represents and
warrants to the Sellers and the Stockholders as follows:

         6.1 ORGANIZATION AND POWER. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Delaware. Buyer is qualified to do business in every jurisdiction in which
its ownership of properties or conduct of business requires it to qualify,
except for those jurisdictions where the failure to be so qualified, would
not have a material adverse effect on Buyer. Buyer has all requisite
corporate power and authority to execute and deliver this Agreement and to
perform its obligations hereunder.

         6.2 AUTHORIZATION. The execution, delivery and performance by Buyer
of this Agreement and the consummation of the transactions contemplated
hereby have been duly and validly authorized by Buyer and no other corporate
act or proceeding on the part of Buyer, its board of directors or
stockholders is necessary to authorize the execution, delivery or performance
of this Agreement and the consummation of the transactions contemplated
hereby. This Agreement has been duly executed and delivered by Buyer and this
Agreement constitutes a valid and binding obligation of Buyer, enforceable in
accordance with its terms.

         6.3 NO VIOLATION. Buyer is not subject to nor obligated under its
certificate of incorporation or by-laws, or any applicable law, rule or
regulation of any governmental authority, or any agreement, instrument,
license or permit, or subject to any order, writ, injunction or decree, which
would be breached or violated by its execution, delivery or performance of
this Agreement or the consummation of the transactions contemplated hereby.

         6.4 GOVERNMENTAL AUTHORITIES AND CONSENTS. No permit, consent,
approval or authorization of, or declaration to or filing with, any
governmental or regulatory authority or any other Person is required in
connection with the execution, delivery or performance of this Agreement by
Buyer or the consummation by Buyer of the transactions contemplated hereby.

                                     -8-





         6.5 LITIGATION. There are no actions, suits, proceedings, orders or
investigations pending or, to Buyer's knowledge, threatened against or
affecting Buyer, at law or in equity, or before or by any federal, state,
municipal or other governmental department, commission, board, bureau, agency
or instrumentality, domestic or foreign, which would adversely affect Buyer=s
performance under this Agreement or the consummation of the transactions
contemplated hereby.

                                   ARTICLE VII

                             [Intentionally Omitted]



                                  ARTICLE VIII

                 ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING

         8.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties in this Agreement and the Schedules attached hereto or in any
writing delivered by any party to another party in connection with this
Agreement shall survive the Closing as follows:

                  (a) the representations and warranties in the first two and
last sentences of Section 5.2 (Authorization; Noncontravention), Section 5.3
(Title to Assets), and the last sentence of Section 6.2 (Authorization) shall
not terminate; and

                  (b) all other representations and warranties in this
Agreement and the Schedules attached hereto or in any writing delivered by
any party to another party in connection with this Agreement shall terminate
on the second anniversary of the Closing;

PROVIDED THAT any representation or warranty in respect of which indemnity
may be sought under Section 8.2 below, and the indemnity with respect
thereto, shall survive the time at which it would otherwise terminate
pursuant to this Section 8.1 if notice of the inaccuracy or breach or
potential inaccuracy or breach thereof giving rise to such right or potential
right of indemnity shall have been given to the party against whom such
indemnity may be sought prior to such time (regardless of when the Losses in
respect thereof may actually be incurred). The representations and warranties
in this Agreement and the Schedules attached hereto or in any writing
delivered by any party to another party in connection with this Agreement
shall survive for the periods set forth in this Section 8.1 and shall in no
event be affected by any investigation, inquiry or examination made for or on
behalf of any party, or the knowledge of any party's officers, directors,
stockholders, employees or agents or the acceptance by any party of any
certificate or opinion hereunder. The parties acknowledge that
indemnification hereunder with respect to the breach of any covenant or
agreement contained herein, including any breach of any covenant or agreement
contained in this Article VIII, shall not be subject to any time or other
limitations.

                                     -9-




         8.2 INDEMNIFICATION. All indemnification under this Agreement with
respect to the breach of any of the representations, warranties, covenants or
agreements contained herein shall be governed by Section 8.2 of the Company
Acquisition Agreement.

         8.3 EXPENSES. Except as otherwise provided herein, each of the
Sellers, the Stockholders and Buyer shall pay all of their own respective
fees, costs and expenses (including fees, costs and expenses of legal
counsel, investment bankers, brokers or other representatives and consultants
and appraisal fees, costs and expenses) incurred in connection with the
negotiation of this Agreement, the performance of his or its obligations
hereunder and the consummation of the transactions contemplated hereby.

         8.4 SPECIFIC PERFORMANCE. Each of the Sellers, the Stockholders and
Buyer acknowledges and agrees that the other parties would be damaged
irreparably in the event any of the provisions of this Agreement is not
performed in accordance with its specific terms or is otherwise breached.
Accordingly, each of the Sellers, the Stockholders and Buyer agrees that the
other parties shall be entitled to an injunction or injunctions to prevent
breaches of the provisions of this Agreement and to enforce specifically this
Agreement and the terms and provisions hereof in any action instituted in any
court in the United States or in any state having jurisdiction over the
parties and the matter in addition to any other remedy to which they may be
entitled pursuant hereto.

         8.5   ARBITRATION PROCEDURE.

                  (a) Each of Buyer, the Sellers and the Stockholders agrees
that the arbitration procedure set forth below shall be the sole and
exclusive method for resolving and remedying claims for money damages arising
out of the provisions of this Article VIII (the "DISPUTES") following the
Closing; PROVIDED THAT nothing in this Section 8.5 shall prohibit a party
hereto from instituting litigation to enforce any Final Determination (as
defined below). The parties hereby acknowledge and agree that, except as
otherwise provided in this Section 8.5 or in the Rules for Non-Administered
Arbitration of Business Disputes (the "RULES") promulgated by the Center for
Public Resources Institute for Dispute Resolutions (the "INSTITUTE") as in
effect from time to time, the arbitration procedures and any Final
Determination hereunder shall be governed by, and shall be enforced pursuant
to, the United States Arbitration Act, 9 U.S.C. Section 1 ET. SEQ.

                  (b) In the event that any party asserts that there exists a
Dispute, such party shall deliver a written notice to each other party
involved therein specifying the nature of the asserted Dispute and requesting
a meeting to attempt to resolve the same. If no such resolution is reached
within ten business days after the delivery of such notice, the party
delivering such notice of Dispute (the "DISPUTING PERSON") may thereafter
commence arbitration hereunder by delivering to each other party involved
therein a notice of arbitration (a "NOTICE OF ARBITRATION"). Such Notice of
Arbitration shall specify the nature of any Dispute and any other matters
required by the Rules as in effect from time to time to be included therein.
The Arbitrator shall permit and facilitate such discovery as the party
initiating such claim shall reasonably request. Buyer and the Sellers shall
mutually agree upon

                                     -10-


one arbitrator to resolve any Dispute pursuant to the procedures set forth in
this Section 8.5 and the Rules.

                  (c) The arbitrator selected pursuant to Section 8.5(b) will
determine the allocation of the costs and expenses of arbitration based upon
the percentage which the portion of the contested amount not awarded to each
party bears to the amount actually contested by such party. For example, if
Buyer submits a claim for $1,000 and if the Sellers contests only $500 of the
amount claimed by Buyer, and if the arbitrator ultimately resolves the
dispute by awarding Buyer $300 of the $500 contested, then the costs and
expenses of arbitration will be allocated 60% (i.e., 300 DIVIDED BY 500) to
the Sellers and 40% (i.e., 200 DIVIDED BY 500) to Buyer.

                  (d) The arbitration shall be conducted in Washington, D.C.
under the Rules as in effect from time to time. The arbitrator shall conduct
the arbitration so that a final result, determination, finding, judgment
and/or award (the "FINAL DETERMINATION") is made or rendered as soon as
practicable, but in no event later than 90 business days after the delivery
of the Notice of Arbitration nor later than 10 days following completion of
the arbitration. The Final Determination shall be final and binding on all
parties and there shall be no appeal from or reexamination of the Final
Determination, except for fraud, perjury, evident partiality or misconduct by
an arbitrator prejudicing the rights of any party and to correct manifest
clerical errors.

                  (e) Buyer or the Sellers may enforce any Final
Determination in any state or federal court of competent jurisdiction. For
the purpose of any action or proceeding instituted with respect to any Final
Determination, each party hereto hereby irrevocably submits to the
jurisdiction of such courts, irrevocably consents to the service of process
by registered mail or personal service and hereby irrevocably waives, to the
fullest extent permitted by law, any objection which it may have or hereafter
have as to personal jurisdiction, the laying of the venue of any such action
or proceeding brought in any such court and any claim that any such action or
proceeding brought in any court has been brought in an inconvenient forum.

         8.6 FURTHER ASSURANCES. In the event that at any time after the
Closing any further action is necessary or desirable to carry out the
purposes of this Agreement, each of the parties hereto will take such further
action (including the execution and delivery of such further instruments and
documents) as any other party hereto reasonably may request. The Sellers and
the Stockholders acknowledge and agree that, from and after the Closing,
Buyer will be entitled to possession of all documents, books, records
(including Tax records), agreements and financial data of any sort relating
to the Purchased Assets.

         8.7 CONFIDENTIALITY. Each of the Sellers agrees not to disclose or
use at any time (and the Sellers shall cause each of its Affiliates not to
use or disclose at any time) any Confidential Information, except to the
extent that such disclosure or use is required by law. Each of the Sellers
further agrees to take all appropriate steps (and to cause each of his
Affiliates to take all appropriate steps) to safeguard such Confidential
Information and to protect it against disclosure, misuse, espionage, loss and
theft. In the event the any of the Sellers or their Affiliates is required by
law to

                                     -11-



disclose any Confidential Information, the Sellers shall promptly notify
Buyer in writing, which notification shall include the nature of the legal
requirement and the extent of the required disclosure, and the Sellers shall
cooperate with Buyer to preserve the confidentiality of such information
consistent with applicable law.

         8.8 SALES AND TRANSFER TAXES. All sales, use, excise, value-added,
goods and services, transfer, recording, documentary, registration,
conveyancing, withholding and similar taxes that may be imposed on the sale
and transfer of the Purchased Assets (including any stamp, duty or other tax
chargeable in respect of any instrument transferring property), together with
any and all penalties, interest and additions to tax with respect thereto,
shall be paid by the Sellers. Buyer and the Sellers shall cooperate in timely
making all filings, returns, reports and forms as may be required to comply
with the provisions of applicable law in connection with the payment of any
such taxes described in the immediately preceding sentence. Buyer and the
Sellers shall cooperate in providing each other with appropriate resale
exemption certification and other similar tax and fee documentation.

                                   ARTICLE IX

                                  MISCELLANEOUS

         9.1 AMENDMENT AND WAIVER. This Agreement may be amended, and any
provision of this Agreement may be waived; PROVIDED THAT any such amendment
or waiver will be binding upon any Seller only if such amendment or waiver is
set forth in a writing executed by such Seller, and any such amendment or
waiver will be binding upon the Buyer only if such amendment or waiver is set
forth in a writing executed by Buyer. No course of dealing between or among
any Persons having any interest in this Agreement shall be deemed effective
to modify, amend or discharge any part of this Agreement or any rights or
obligations of any Person under or by reason of this Agreement. 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.

         9.2 NOTICES. All notices, demands and other communications to be
given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given (i) when
personally delivered, sent by telecopy (with hard copy to follow) or sent by
reputable overnight express courier (charges prepaid), or (ii) five days
following mailing by certified or registered mail, postage prepaid and return
receipt requested. Unless another address is specified in writing, notices,
demands and communications to the Sellers, the Stockholders and Buyer shall
be sent to the addresses indicated below:

                                     -12-




NOTICES TO THE SELLERS OR THE STOCKHOLDERS:

P.O. Box 234
White Oak, NC 28399
910-484-5852 fax
Attn:    Gardner H. Altman, Jr.
Telecopy:         (910) 484-5852

WITH A COPY TO (WHICH SHALL NOT CONSTITUTE NOTICE TO THE SELLERS OR THE
STOCKHOLDERS)

Transwest
967 40th Lane
Anoka, MN 55303
Attn:    Stanley D. Lebakken

Murnane, Conlin, White & Brandt
1800 Piper Jaffray Plaza
444 Cedar Street
St. Paul, MN 55101
Attn:    John E. Brandt
Telecopy:         (651) 223-5199

Alston & Bird LLP
1201 West Peachtree Street
Atlanta, GA 30309-3424
Attn:    Joe T. Taylor
Telecopy:         (404) 881-4777

NOTICES TO THE BUYER:

Communicor Telecommunications, Inc.
6303 Blue Lagoon Drive
Suite 305
Miami, FL 33126
Attn:    Ismael Perera
Telecopy:         (305) 266-0875


                                     -13-




WITH COPIES TO (WHICH SHALL NOT CONSTITUTE NOTICE TO THE BUYER):

First Chicago Equity Capital
55 West Monroe Street
16th Floor
Chicago, IL 60670
Attn:    Burton E. McGillivray
Telecopy:         (312) 732-7483

Saunders Karp & Megrue
262 Harbor Drive
Stamford, CT 06902
Attn:    Timothy B. Armstrong
Telecopy:         (203) 708-6677

Kirkland & Ellis
200 East Randolph
Chicago, IL 60601
Attn:    Ted H. Zook
         E. Paul Quinn
Telecopy:         (312) 861-2200

         9.3 SUCCESSORS AND ASSIGNS. This Agreement and all of the covenants
and agreements contained herein and rights, interests or obligations
hereunder, by or on behalf of any of the parties hereto, shall bind and inure
to the benefit of the respective heirs, successors and assigns of the parties
hereto whether so expressed or not, except that neither this Agreement nor
any of the covenants and agreements herein or rights, interests or
obligations hereunder may be assigned or delegated by the Sellers prior to or
after the Closing, without the prior written consent of Buyer. Buyer may
assign its rights and obligations hereunder (including its right to purchase
the Purchased Assets), in whole or in part, to any of its Affiliates without
the consent of any of the other parties hereto. In addition, Buyer may assign
its rights and obligations pursuant to this Agreement, in whole or in part,
in connection with any disposition or transfer of all or any portion of the
Purchased Assets in any form of transaction without the consent of any of the
other parties hereto. Buyer may assign any or all of its rights pursuant to
this Agreement, including its rights to indemnification, to any of its
lenders as collateral security.

         9.4 SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.

                                     -14-




         9.5 INTERPRETATION. The headings and captions used in this
Agreement, in any Schedule hereto, in the table of contents or in any index
hereto are for convenience of reference only and do not constitute a part of
this Agreement and shall not be deemed to limit, characterize or in any way
affect any provision of this Agreement or any Schedule hereto, and all
provisions of this Agreement and the Schedules hereto shall be enforced and
construed as if no caption or heading had been used herein or therein. Any
capitalized terms used in any Schedule attached hereto and not otherwise
defined therein shall have the meanings set forth in this Agreement. Each
defined term used in this Agreement shall have a comparable meaning when used
in its plural or singular form. The use of the word "including" herein shall
mean "including without limitation" and, unless the context otherwise
required, "neither," "nor," "any," "either" and "or" shall not be exclusive.
The parties hereto intend that each representation, warranty and covenant
contained herein shall have independent significance. If any party has
breached any representation, warranty or covenant contained herein in any
respect, the fact that there exists another representation, warranty or
covenant relating to the same subject matter (regardless of the relative
levels of specificity) which such party has not breached shall not detract
from or mitigate the fact that such party is in breach of the first
representation, warranty or covenant. The parties have participated jointly
in the negotiation and drafting of this Agreement. In the event an ambiguity
or question of intent or interpretation arises, this Agreement shall be
construed as if drafted jointly by the parties, and no presumption or burden
of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any of the provisions of this Agreement.

         9.6 CAPTIONS. The captions used in this Agreement are for
convenience of reference only and do not constitute a part of this Agreement
and shall not be deemed to limit, characterize or in any way affect any
provision of this Agreement, and all provisions of this Agreement shall be
enforced and construed as if no caption had been used in this Agreement.

         9.7 NO THIRD-PARTY BENEFICIARIES. Nothing herein expressed or
implied is intended or shall be construed to confer upon or give to any
Person other than the parties hereto and their respective permitted
successors and assigns, any rights or remedies under or by reason of this
Agreement.

         9.8 COMPLETE AGREEMENT. This Agreement and the agreements and
documents referred to herein contain the entire agreement and understanding
between the parties with respect to the Purchased Assets and supersede all
prior agreements and understandings, whether written or oral, relating to
such subject matter in any way.

         9.9 COUNTERPARTS. This Agreement may be executed in one or more
counterparts (including by means of telecopied signature pages), all of which
taken together shall constitute one and the same instrument.

         9.10 DELIVERY BY FACSIMILE. This Agreement and any signed agreement
or instrument entered into in connection with this Agreement, and any
amendments hereto or thereto, to the extent signed and delivered by means of
a facsimile machine, shall be treated in all manner and respects as an
original agreement or instrument and shall be considered to have the same
binding legal effect as if it were the original signed version thereof
delivered in person. At the request of any party hereto

                                     -15-



or to any such agreement or instrument, each other party hereto or thereto
shall re-execute original forms thereof and deliver them to all other
parties. No party hereto or to any such agreement or instrument shall raise
the use of a facsimile machine to deliver a signature or the fact that any
signature or agreement or instrument was transmitted or communicated through
the use of a facsimile machine as a defense to the formation of a contract
and each such  party forever waives any such defense.

         9.11 GOVERNING LAW. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed
by the internal law of the State of Minnesota without giving effect to any
choice of law or conflict of law provision or rule (whether of the State of
Minnesota or any other jurisdictions) that would cause the application of the
laws of any jurisdictions other than the State of Minnesota.

                         *    *    *    *    *

                                     -16-




                  IN WITNESS WHEREOF, the parties hereto have executed this
Equipment Purchase Agreement on the date first written above.

                           COMMUNICOR TELECOMMUNICATIONS, INC.


                           By:_________________________________
                           Name:
                           Title:


                           TRANSWEST, INC.


                           By:________________________________
                           Name:
                           Title:


                           TRANSWESTSOUTH, INC.


                           By:________________________________
                           Name:
                           Title:





                           ___________________________________________
                           Stanley D. Lebakken, individually and doing business
                           as dealer under the name Transwest




                           ___________________________________________
                           Charles R. Lundgren, individually and doing business
                           as dealer under the name Transwest












                           ___________________________________________
                           Stanley D. Lebakken



                           ___________________________________________
                           Charles R. Lundgren



                           ___________________________________________
                           Gardner H. Altman, Jr.

EX-2.12

                                                               EXHIBIT NO. 2.12
                                                               [EXECUTION COPY]

================================================================================



                           GOODWILL PURCHASE AGREEMENT

                                  by and among

                             GARDNER H. ALTMAN, JR.

                              STANLEY D. LEBAKKEN,

                              CHARLES R. LUNDGREN,

                                       and

                       COMMUNICOR TELECOMMUNICATIONS, INC.



                            Dated as of May 10, 2000



================================================================================




                                TABLE OF CONTENTS




                                                                                             Page
                                                                                           
ARTICLE I

         CERTAIN DEFINITIONS..................................................................1

         1.1      Definitions.................................................................1

ARTICLE II

         PURCHASE AND SALE OF THE GOODWILL....................................................3
         2.1      Purchased Goodwill..........................................................3
         2.2      No Liabilities Assumed......................................................3
         2.3      Closing Transactions........................................................3
         2.4      Purchase Price..............................................................4

ARTICLE III

         CONDITIONS TO CLOSING................................................................4
         3.1      Conditions to Buyer's Obligations...........................................4
         3.2      Conditions to the Sellers'Obligations.......................................5

ARTICLE IV

         [Intentionally Omitted]..............................................................6

ARTICLE V

         REPRESENTATIONS AND WARRANTIES CONCERNING THE SELLERS................................6
         5.1      Capacity and  Power.........................................................6
         5.2      Authorization; Noncontravention.............................................6
         5.3      Condition of Purchased Goodwill.............................................7
         5.4      Litigation..................................................................7
         5.5      Disclosure..................................................................7




ARTICLE VI

         REPRESENTATIONS AND WARRANTIES OF BUYER..............................................7
         6.1      Organization and Power......................................................7
         6.2      Authorization...............................................................7
         6.3      No Violation................................................................8
         6.4      Governmental Authorities and Consents.......................................8
         6.5      Litigation..................................................................8

ARTICLE VII

         [Intentionally Omitted]..............................................................8

ARTICLE VIII

         ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING.......................................8
         8.1      Survival of Representations and Warranties..................................8
         8.2      Indemnification.............................................................9
         8.3      Expenses....................................................................9
         8.4      Specific Performance........................................................9
         8.5      Arbitration Procedure.......................................................9
         8.6      Further Assurances.........................................................11
         8.7      Confidentiality............................................................11
         8.8      Sales and Transfer Taxes...................................................11
         8.9      Transition Assistance......................................................11
         8.10     ...........................................................................11

ARTICLE IX

         MISCELLANEOUS.......................................................................14
         9.1      Amendment and Waiver.......................................................14
         9.2      Notices....................................................................14
         9.3      Successors and Assigns.....................................................15
         9.4      Severability...............................................................16
         9.5      Interpretation.............................................................16
         9.6      Captions...................................................................16
         9.7      No Third-Party Beneficiaries...............................................16
         9.8      Complete Agreement.........................................................16
         9.9      Counterparts...............................................................17
         9.10     Delivery by Facsimile......................................................17
         9.11     Governing Law..............................................................17





                           GOODWILL PURCHASE AGREEMENT

                  THIS GOODWILL PURCHASE AGREEMENT (this "AGREEMENT") is made
and entered into as of May 10, 2000, by and among Gardner H. Altman, Jr.
("ALTMAN") Stanley D. Lebakken ("LEBAKKEN") and Charles R. Lundgren
("LUNDGREN") (each a "SELLER" and collectively, the "SELLERS"), and
Communicor Telecommunications, Inc. a Delaware corporation ("BUYER").

                  WHEREAS, Buyer has entered into an Asset Purchase Agreement
("COMPANY ACQUISITION AGREEMENT") dated of even date herewith by and among
Communicor Corporation-USA, an Arizona corporation (the "COMPANY"), and
certain other parties pursuant to which Buyer shall purchase certain assets
related to the business of the Company.

                  WHEREAS, each of the Sellers has developed personal
goodwill associated with the Sellers' longstanding customer relationships
with U.S. West, Time Warner, Media One and certain other customers
(collectively, the "SYSTEM OWNERS"), which have existing contractual
relationships with the Company or its Affiliates; and

                  WHEREAS, subject to the terms and conditions set forth in
this Agreement, upon the consummation of Buyer's acquisition of certain
assets of the Company pursuant to the Company Acquisition Agreement, Buyer
desires to purchase from the Sellers and the Sellers desire to sell to Buyer
the individual goodwill associated with the Sellers' personal customer
relationships with the System Owners.

                  NOW, THEREFORE, in consideration of the mutual covenants,
agreements and understandings contained herein and intending to be legally
bound, the parties hereto hereby agree as follows:

                                    ARTICLE I

                               CERTAIN DEFINITIONS

         1.1 DEFINITIONS. Capitalized terms used in this Agreement and not
otherwise defined herein shall have the meanings ascribed thereto in the
Company Acquisition Agreement. For purposes of this Agreement, where portions
of the Company Acquisition Agreement are incorporated herein by reference,
all references to "Seller," "Principals" or "Seller Parties" in the Company
Acquisition Agreement shall be deemed to be references to the Sellers as
defined herein and all references to Buyer or Buyer Parties in the Company
Acquisition Agreement shall be deemed to be references to Buyer as defined
herein. For the purposes of this Agreement, the following terms have the
meanings set forth below:

                  "AFFILIATE" of any particular Person means any other Person
controlling, controlled by or under common control with such Person. For
purposes of this definition, "control" (including


                                      -1-


the terms "controlling," "controlled by" and "under common control with")
means the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise, and such "control"
will be presumed if any Person owns 10% or more of the voting capital stock
or other ownership interests, directly or indirectly, of any other Person.

                  "AFFILIATED GROUP" means an affiliated group as defined in
Section 1504 of the Code (or any analogous combined, consolidated or unitary
group defined under state, local or foreign income Tax law) of which the
Sellers or any of their Subsidiaries is or has been a member.

                  "CONFIDENTIAL INFORMATION" means all information of a
confidential or proprietary nature (whether or not specifically labeled or
identified as "confidential"), in any form or medium, that relates to the
business, financial condition and results (whether historical or projected),
products, services or research or development of the Sellers or their
Affiliates or their respective suppliers, distributors, customers,
independent contractors or other business relations. Confidential Information
includes, but is not limited to, the following: (i) internal business
information (including information relating to strategic and staffing plans
and practices, business, training, marketing, promotional and sales plans and
practices, cost, rate and pricing structures and accounting and business
methods); (ii) identities of, individual requirements of, specific
contractual arrangements with, and information about, the Sellers' or any of
their Subsidiaries' suppliers, distributors, customers, independent
contractors or other business relations and their confidential information;
(iii) trade secrets, know-how, compilations of data and analyses, techniques,
systems, formulae, recipes, research, records, reports, manuals,
documentation, models, data and data bases relating thereto; (iv) inventions,
innovations, improvements, developments, methods, designs, analyses,
drawings, reports and all similar or related information (whether or not
patentable); and (v) other intellectual property rights.

                  "SELLER REPRESENTATIVE" means Gardner H. Altman, Jr.

                  "TAX" means any (i) federal, state, local or foreign
income, gross receipts, franchise, estimated, alternative minimum, add-on
minimum, sales, use, transfer, registration, value added, excise, natural
resources, severance, stamp, occupation, premium, windfall profit,
environmental, customs, duties, real property, personal property, capital
stock, social security, unemployment, disability, payroll, license, employee
or other withholding, or other tax, of any kind whatsoever, including any
interest, penalties or additions to tax or additional amounts in respect of
the foregoing; (ii) liability of the Sellers or any of their Affiliates for
the payment of any amounts of the type described in clause (i) above arising
as a result of being (or ceasing to be) a member of any Affiliated Group (or
being included (or required to be included) in any Tax Return relating
thereto); and (iii) liability of the Sellers or any of their Affiliates for
the payment of any amounts of the type described in clause (i) above as a
result of any express or implied obligation to indemnify or otherwise assume
or succeed to the liability of any other Person.


                                      -2-


                  "TAX RETURNS" means returns, declarations, reports, claims
for refund, information returns or other documents (including any related or
supporting schedules, statements or information) filed or required to be
filed in connection with the determination, assessment or collection of any
Taxes of any party or the administration of any laws, regulations or
administrative requirements relating to any Taxes.

                                   ARTICLE II

                        PURCHASE AND SALE OF THE GOODWILL

          2.1 PURCHASED GOODWILL. On the terms and subject to the conditions
set forth in this Agreement and in connection with the transactions
contemplated by the Company Acquisition Agreement, Buyer shall purchase from
each of the Sellers, and each of the Sellers shall sell, convey, assign,
transfer and deliver to Buyer on the Closing Date, all of such Seller's
right, title and interest in his goodwill and all intangible assets
associated with his longstanding relationships with the System Owners (the
"PURCHASED GOODWILL"). Each of the Sellers agrees to use his best efforts to
cause the System Owners to maintain and enter into new contractual
relationships with Buyer and its Subsidiaries on terms that are similar to
the contracts currently in place with the Company.

          2.2 NO LIABILITIES ASSUMED. Notwithstanding anything to the
contrary in this Agreement, Buyer shall not assume or in any way become
liable for any debts, liabilities or obligations of any nature whatsoever of
any of the Sellers, whether accrued, absolute, contingent or otherwise,
whether known or unknown, whether due or to become due, whether related to
the Purchased Goodwill and whether disclosed on the Schedules attached
hereto, and regardless of when or by whom asserted.

          2.3 CLOSING TRANSACTIONS.

                  (a) CLOSING. The closing of the transactions contemplated
by this Agreement (the "CLOSING") shall take place as set forth in Section
2.3 of the Company Acquisition Agreement.

                  (b) DELIVERIES. At the Closing:

                           (i) Buyer shall pay to each of the Sellers an amount
         equal to the consideration specified in Section 2.4(a) below by wire
         transfer of immediately available funds to the account designated by
         each Seller;

                           (ii) the Sellers shall convey all of the Purchased
         Goodwill to Buyer and shall deliver to Buyer such appropriately
         executed instruments of sale, transfer, assignment


                                      -3-


         and conveyance and all other instruments of conveyance which are
         necessary or desirable to effect the transfer to Buyer of the
         Purchased Goodwill; and

                           (iii) each of the Sellers and Buyer, as applicable,
         shall deliver the certificates and other documents and instruments
         required to be delivered by or on behalf of such party under Article
         III below.

          2.4 PURCHASE PRICE.

                  (a) The aggregate purchase price to be paid for the
Purchased Goodwill (the "PURCHASE PRICE") shall be an amount equal to
$5,610,000 in cash. The Purchase Price shall be allocated 1/3 to each of the
Sellers.

                  (b) At the Closing, Buyer shall pay to the Sellers in the
manner described in clause (i) of Section 2.3(b) above an amount equal to the
Purchase Price.

                                   ARTICLE III

                              CONDITIONS TO CLOSING

          3.1 CONDITIONS TO BUYER'S OBLIGATIONS. The obligation of Buyer to
consummate the transactions contemplated by this Agreement is subject to the
satisfaction of all of the following conditions on or prior to the Closing
Date:

                  (a) Satisfaction of all of the conditions listed in Section
3.1 of the Company Acquisition Agreement;

                  (b) The representations and warranties in Article V hereof
that are subject to materiality qualifications shall be true and correct in
all respects at and as of the Closing and the representations and warranties
contained in Article V hereof that are not subject to materiality
qualifications shall be true and correct in all material respects at and as
of the Closing, and each of the Sellers shall have performed in all material
respects all of the covenants and agreements required to be performed by each
of the Sellers hereunder prior to the Closing;

                  (c) No suit, action or other proceeding shall be pending or
threatened before any court or governmental or regulatory official, body or
authority or any arbitrator wherein an unfavorable injunction, judgment,
order, decree, ruling or charge would (i) prevent the performance of this
Agreement or the consummation of any of the transactions contemplated hereby
or declare unlawful any of the transactions contemplated hereby, (ii) cause
any of the transactions contemplated by this Agreement to be rescinded
following consummation, or (iii) affect adversely the right of Buyer to use
the Purchased Goodwill, and no such injunction, judgment, order, decree or
ruling shall have been entered or be in effect; and


                                      -4-


                  (d) At the Closing, the Sellers shall have delivered to
Buyer (i) a certificate signed by each of the Sellers, dated the date of the
Closing, stating that the conditions specified in subsections (a) through (c)
above have been satisfied as of the Closing; and (ii) such other documents or
instruments as are required to be delivered by the Sellers at the Closing
pursuant to the terms hereof or that Buyer reasonably requests prior to the
Closing Date to effect the transactions contemplated hereby.

                  All proceedings to be taken by the Sellers in connection
with the consummation of the transactions contemplated hereby and all
certificates, opinions, instruments and other documents required to effect
the transactions contemplated hereby reasonably requested by Buyer shall be
reasonably satisfactory in form and substance to Buyer and its special
counsel. Any condition specified in this Section 3.1 may be waived by Buyer
if such waiver is set forth in a writing duly executed by Buyer.

          3.2 CONDITIONS TO THE SELLERS' OBLIGATIONS. The obligation of the
Sellers to consummate the transactions contemplated by this Agreement is
subject to the satisfaction of the following conditions at or prior to the
Closing:

                  (a) The representations and warranties made in Article VI
hereof shall be true and correct in all material respects at and as of the
Closing Date, and Buyer shall have performed in all material respects all the
covenants and agreements required to be performed by Buyer hereunder prior to
the Closing;

                  (b) Satisfaction of all of the conditions listed in Section
3.2 of the Company Acquisition Agreement;

                  (c) No suit, action or other proceeding shall be pending
before any court or governmental or regulatory official, body or authority
wherein an unfavorable injunction, judgment, order, decree or ruling would
(i) prevent consummation of the transactions contemplated by this Agreement
or (ii) cause the transactions contemplated by this Agreement to be rescinded
following consummation, and no such injunction, judgment, order, decree or
ruling shall be in effect; and

                  (d) At the Closing, Buyer shall have delivered to the
Seller Representative (i) a certificate signed by Buyer, dated the date of
the Closing, stating that the conditions specified in subsection (a) above
have been satisfied, (ii) certified copies of the resolutions of Buyer's
board of directors authorizing the execution, delivery and performance of
this Agreement and the other agreements contemplated hereby and the
consummation of the transactions contemplated hereby and thereby, (iii) good
standing certificates for Buyer for each jurisdiction in which Buyer is
qualified to do business as a foreign corporation, in each case dated as of a
recent date prior to the Closing Date, and (iv) such other documents or
instruments as are required to be delivered by Buyer at the Closing pursuant
to the terms hereof or that the Sellers reasonably request prior to the
Closing Date to effect the transactions contemplated hereby.


                                      -5-


                  All proceedings to be taken by Buyer in connection with the
consummation of the transactions contemplated hereby and all documents
required to be delivered by Buyer to effect the transactions contemplated
hereby reasonably requested by the Sellers shall be reasonably satisfactory
in form and substance to the Seller Representative. Any condition specified
in this Section 3.2 may be waived if such waiver is set forth in a writing
duly executed by the Seller Representative.

                                   ARTICLE IV

                             [Intentionally Omitted]


                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES
                             CONCERNING THE SELLERS

         As a material inducement to Buyer to enter into this Agreement and
consummate the transactions contemplated hereby, each of the Sellers hereby
jointly and severally represent and warrant to Buyer, subject to Section 8.2
of the Company Acquisition Agreement, that:

          5.1 CAPACITY AND POWER. Each Seller has full power, authority and
legal capacity to enter into this Agreement and the other documents
contemplated hereby to which each Seller is a party and to perform his
obligations hereunder and thereunder.

          5.2 AUTHORIZATION; NONCONTRAVENTION. This Agreement has been duly
executed and delivered by each of the Sellers and constitutes a valid and
binding obligation of each of the Sellers, enforceable in accordance with its
terms, and each of the other agreements and instruments contemplated hereby
to which any Seller is a party, when executed and delivered by such Seller,
as applicable, in accordance with the terms hereof and thereof, shall each
constitute a valid and binding obligation of such Person, enforceable in
accordance with its respective terms. The execution and delivery by the
Sellers of this Agreement and all of the other agreements and instruments
contemplated hereby to which any Seller is a party and the fulfillment of and
compliance with the respective terms hereof and thereof by the Sellers do not
and shall not (a) conflict with or result in a breach of the terms,
conditions or provisions of, (b) constitute a default under (whether with or
without the passage of time, the giving of notice or both), (c) give any
third party the right to modify, terminate or accelerate any obligation
under, (d) result in a violation of, or (e) require any authorization,
consent, approval, exemption or other action of or by or notice or
declaration to, or filing with, any third party or any court or
administrative or governmental body or agency pursuant to, or any law,
statute, rule or regulation to which any of the Sellers is subject, or any
agreement, instrument, license, permit, order, judgment or decree to which
any Seller is subject. None of the Sellers is a party to or bound by any
written or oral agreement or understanding with respect to the Purchased
Goodwill.


                                      -6-


          5.3 CONDITION OF PURCHASED GOODWILL. Each of the Sellers reasonably
believes that he will be able to cause the System Owners to maintain and
enter into new contractual relationships with Buyer on terms that are similar
to the contracts currently in place with the Company. Since October 31, 1999,
there has occurred no fact, event or circumstance which has had or would
reasonably be expected to have an adverse affect on the Purchased Goodwill.

          5.4 LITIGATION. There are no actions, suits, proceedings, orders or
investigations pending or, to any Seller's knowledge, threatened against or
affecting any of the Sellers, at law or in equity, or before or by any
federal, state, municipal or other governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign, which would
adversely affect any of the Purchased Goodwill, any Seller's performance
under this Agreement or the consummation of the transactions contemplated
hereby.

          5.5 DISCLOSURE. Neither this Article V nor any of the written
statements, documents, certificates or other items prepared and supplied to
Buyer or its Affiliates by or on behalf of any Seller in connection with the
transactions contemplated hereby, when taken together as a whole, contain any
untrue statement of a material fact or omit a material fact necessary to make
each statement contained herein or therein, in light of the circumstances in
which they were made, not misleading. There is no fact which any Seller has
not disclosed to Buyer in writing and of which any of the Company's
shareholders, officers, directors or executive employees is aware which has
had or would reasonably be expected to have a material adverse effect.

                                   ARTICLE VI

                     REPRESENTATIONS AND WARRANTIES OF BUYER

         As an inducement to the Sellers to enter into this Agreement and
consummate the transactions contemplated hereby, Buyer hereby represents and
warrants to the Sellers, subject to Section 8.2 of the Company Acquisition
Agreement, as follows:

          6.1 ORGANIZATION AND POWER. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Delaware. Buyer is qualified to do business in every jurisdiction in which
its ownership of properties or conduct of business requires it to qualify,
except for those jurisdictions where the failure to be so qualified, would
not have a material adverse effect on Buyer. Buyer has all requisite
corporate power and authority to execute and deliver this Agreement and to
perform its obligations hereunder.

          6.2 AUTHORIZATION. The execution, delivery and performance by Buyer
of this Agreement and the consummation of the transactions contemplated
hereby have been duly and validly authorized by Buyer and no other corporate
act or proceeding on the part of Buyer, its board of directors or
stockholders is necessary to authorize the execution, delivery or performance
of this Agreement and the consummation of the transactions contemplated
hereby. This Agreement has been duly executed


                                      -7-


and delivered by Buyer and this Agreement constitutes a valid and binding
obligation of Buyer, enforceable in accordance with its terms.

          6.3 NO VIOLATION. Buyer is not subject to nor obligated under its
certificate of incorporation or by-laws, or any applicable law, rule or
regulation of any governmental authority, or any agreement, instrument,
license or permit, or subject to any order, writ, injunction or decree, which
would be breached or violated by its execution, delivery or performance of
this Agreement or the consummation of the transactions contemplated hereby.

          6.4 GOVERNMENTAL AUTHORITIES AND CONSENTS. No permit, consent,
approval or authorization of, or declaration to or filing with, any
governmental or regulatory authority or any other Person is required in
connection with the execution, delivery or performance of this Agreement by
Buyer or the consummation by Buyer of the transactions contemplated hereby.

          6.5 LITIGATION. There are no actions, suits, proceedings, orders or
investigations pending or, to Buyer's knowledge, threatened against or
affecting Buyer, at law or in equity, or before or by any federal, state,
municipal or other governmental department, commission, board, bureau, agency
or instrumentality, domestic or foreign, which would adversely affect Buyer's
performance under this Agreement or the consummation of the transactions
contemplated hereby.

                                   ARTICLE VII

                             [Intentionally Omitted]


                                  ARTICLE VIII

                 ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING

          8.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties in this Agreement and the Schedules attached hereto or in any
writing delivered by any party to another party in connection with this
Agreement shall survive the Closing as follows:

                  (a) the representations and warranties in the first and
last sentences of Section 5.2 (Authorization; Noncontravention), Section 5.3
(Condition of Purchased Goodwill), and the last sentence of Section 6.2
(Authorization) shall not terminate; and

                  (b) all other representations and warranties in this
Agreement and the Schedules attached hereto or in any writing delivered by
any party to another party in connection with this Agreement shall terminate
on the second anniversary of the Closing;


                                      -8-


PROVIDED THAT any representation or warranty in respect of which indemnity
may be sought, and the indemnity with respect thereto, shall survive the time
at which it would otherwise terminate pursuant to this Section 8.1 if notice
of the inaccuracy or breach or potential inaccuracy or breach thereof giving
rise to such right or potential right of indemnity shall have been given to
the party against whom such indemnity may be sought prior to such time
(regardless of when the Losses in respect thereof may actually be incurred).
The representations and warranties in this Agreement or in any writing
delivered by any party to another party in connection with this Agreement
shall survive for the periods set forth in this Section 8.1 and shall in no
event be affected by any investigation, inquiry or examination made for or on
behalf of any party, or the knowledge of any party's officers, directors,
stockholders, employees or agents or the acceptance by any party of any
certificate or opinion hereunder. The parties acknowledge that
indemnification hereunder with respect to the breach of any covenant or
agreement contained herein, including any breach of any covenant or agreement
contained in this Article VIII, shall not be subject to any time or other
limitations.

          8.2 INDEMNIFICATION. All indemnification under this Agreement with
respect to the breach of any of the representations, warranties, covenants or
agreements contained herein shall be governed by Section 8.2 of the Company
Acquisition Agreement.

          8.3 EXPENSES. Except as otherwise provided herein, each of the
Sellers and Buyer shall pay all of their own respective fees, costs and
expenses (including fees, costs and expenses of legal counsel, investment
bankers, brokers or other representatives and consultants and appraisal fees,
costs and expenses) incurred in connection with the negotiation of this
Agreement, the performance of his or its obligations hereunder and the
consummation of the transactions contemplated hereby.

          8.4 SPECIFIC PERFORMANCE. Each of the Sellers and Buyer
acknowledges and agrees that the other parties would be damaged irreparably
in the event any of the provisions of this Agreement is not performed in
accordance with its specific terms or is otherwise breached. Accordingly,
each of the Sellers and Buyer agrees that the other parties shall be entitled
to an injunction or injunctions to prevent breaches of the provisions of this
Agreement and to enforce specifically this Agreement and the terms and
provisions hereof in any action instituted in any court in the United States
or in any state having jurisdiction over the parties and the matter in
addition to any other remedy to which they may be entitled pursuant hereto.

          8.5 ARBITRATION PROCEDURE.

                  (a) Each of Buyer and the Sellers agrees that the
arbitration procedure set forth below shall be the sole and exclusive method
for resolving and remedying claims for money damages arising out of the
provisions of this Article VIII (the "DISPUTES") following the Closing;
PROVIDED THAT nothing in this Section 8.5 shall prohibit a party hereto from
instituting litigation to enforce any Final Determination (as defined below).
The parties hereby acknowledge and agree that, except as otherwise provided
in this Section 8.5 or in the Rules for Non-Administered Arbitration of
Business Disputes (the "RULES") promulgated by the Center for Public
Resources Institute for Dispute Resolutions (the "INSTITUTE") as in effect
from time to time, the arbitration procedures and any Final Determination


                                      -9-


hereunder shall be governed by, and shall be enforced pursuant to, the United
States Arbitration Act, 9 U.S.C. Section 1 ET. SEQ.

                  (b) In the event that any party asserts that there exists a
Dispute, such party shall deliver a written notice to each other party
involved therein specifying the nature of the asserted Dispute and requesting
a meeting to attempt to resolve the same. If no such resolution is reached
within ten business days after the delivery of such notice, the party
delivering such notice of Dispute (the "DISPUTING PERSON") may thereafter
commence arbitration hereunder by delivering to each other party involved
therein a notice of arbitration (a "NOTICE OF ARBITRATION"). Such Notice of
Arbitration shall specify the nature of any Dispute and any other matters
required by the Rules as in effect from time to time to be included therein.
The Arbitrator shall permit and facilitate such discovery as the party
initiating such claim shall reasonably request. Buyer and the Seller
Representative shall mutually agree upon one arbitrator to resolve any
Dispute pursuant to the procedures set forth in this Section 8.5 and the
Rules.

                  (c) The arbitrator selected pursuant to Section 8.5(b) will
determine the allocation of the costs and expenses of arbitration based upon
the percentage which the portion of the contested amount not awarded to each
party bears to the amount actually contested by such party. For example, if
Buyer submits a claim for $1,000 and if the Sellers contest only $500 of the
amount claimed by Buyer, and if the arbitrator ultimately resolves the
dispute by awarding Buyer $300 of the $500 contested, then the costs and
expenses of arbitration will be allocated 60% (i.e., 300 DIVIDED BY 500) to
Sellers and 40% (i.e., 200 DIVIDED BY 500) to Buyer.

                  (d) The arbitration shall be conducted in Washington, D.C.
under the Rules as in effect from time to time. The arbitrator shall conduct
the arbitration so that a final result, determination, finding, judgment
and/or award (the "FINAL DETERMINATION") is made or rendered as soon as
practicable, but in no event later than 90 business days after the delivery
of the Notice of Arbitration nor later than 10 days following completion of
the arbitration. The Final Determination shall be final and binding on all
parties and there shall be no appeal from or reexamination of the Final
Determination, except for fraud, perjury, evident partiality or misconduct by
an arbitrator prejudicing the rights of any party and to correct manifest
clerical errors.

                  (e) Buyer or the Sellers may enforce any Final
Determination in any state or federal court of competent jurisdiction. For
the purpose of any action or proceeding instituted with respect to any Final
Determination, each party hereto hereby irrevocably submits to the
jurisdiction of such courts, irrevocably consents to the service of process
by registered mail or personal service and hereby irrevocably waives, to the
fullest extent permitted by law, any objection which it may have or hereafter
have as to personal jurisdiction, the laying of the venue of any such action
or proceeding brought in any such court and any claim that any such action or
proceeding brought in any court has been brought in an inconvenient forum.


                                      -10-


          8.6 FURTHER ASSURANCES. In the event that at any time after the
Closing any further action is necessary or desirable to carry out the
purposes of this Agreement, each of the parties hereto will take such further
action (including the execution and delivery of such further instruments and
documents) as any other party hereto reasonably may request. Each of the
Sellers acknowledges and agrees that, from and after the Closing, Buyer will
be entitled to possession of all documents, books, records (including Tax
records), agreements and financial data of any sort relating to the Purchased
Goodwill.

          8.7 CONFIDENTIALITY. Each Seller agrees not to disclose or use at
any time (and each Seller shall cause each of his or its Affiliates not to
use or disclose at any time) any Confidential Information, except to the
extent that such disclosure or use is directly related to and required by the
performance of such Seller's duties to the Company or its Subsidiaries as an
officer or employee. Each Seller further agrees to take all appropriate steps
(and to cause each of his Affiliates to take all appropriate steps) to
safeguard such Confidential Information and to protect it against disclosure,
misuse, espionage, loss and theft. In the event any Seller or any Affiliates
of a Seller is required by law to disclose any Confidential Information,
Seller shall promptly notify Buyer in writing, which notification shall
include the nature of the legal requirement and the extent of the required
disclosure, and Seller shall cooperate with Buyer to preserve the
confidentiality of such information consistent with applicable law.

          8.8 SALES AND TRANSFER TAXES. All sales, use, excise, value-added,
goods and services, transfer, recording, documentary, registration,
conveyancing, withholding and similar taxes that may be imposed on the sale
and transfer of the Purchased Goodwill (including any stamp, duty or other
tax chargeable in respect of any instrument transferring property), together
with any and all penalties, interest and additions to tax with respect
thereto, shall be paid by the Sellers. Buyer and each of the Sellers shall
cooperate in timely making all filings, returns, reports and forms as may be
required to comply with the provisions of applicable law in connection with
the payment of any such taxes described in the immediately preceding
sentence. Buyer and each of the Sellers shall cooperate in providing each
other with appropriate resale exemption certification and other similar tax
and fee documentation.

          8.9 TRANSITION ASSISTANCE. In connection with the acquisition of
the Purchased Goodwill by Buyer, each Seller shall, pursuant to an employment
agreement or consulting agreement, as the case may be and as attached to the
Company Acquisition Agreement, provide certain transition services to Buyer
in order to ensure the uninterrupted continuation of the Business, including
introducing Buyer personnel to decision-makers and key employees of the
System Owners.

          8.10 NON-COMPETITION; NON-SOLICITATION.

                  (a) Each Seller hereby acknowledges that he is familiar
with the Company's and its Affiliates' Business and trade secrets and with
other Confidential Information and will receive substantial direct benefits
under this Agreement and indirect benefits from the consummation of the
transactions contemplated by the Company Acquisition Agreement. Each Seller
acknowledges and


                                      -11-


agrees that the Buyer and its Subsidiaries would be irreparably damaged if he
were to provide services to or otherwise participate in the business of any
Person competing with the Business acquired by Buyer pursuant to the Company
Acquisition Agreement and the agreements contemplated thereby and that any
such competition by such Seller would result in a significant loss of
goodwill acquired by the Buyer. Each Seller further acknowledges and agrees
that the covenants and agreements set forth in this Section 8.10 were a
material inducement to Buyer to enter into this Agreement and the Company
Acquisition Agreement and to perform its obligations hereunder, and that
Buyer would not obtain the benefit of the bargain set forth in this Agreement
as specifically negotiated by the parties hereto if such Seller breached the
provisions of this Section 8.10. Therefore, each Seller agrees, in further
consideration of the amounts to be paid hereunder for the Purchased Goodwill,
that until the fifth anniversary of the Closing, such Seller shall not (and
shall cause his Affiliates not to) directly or indirectly own any interest
in, manage, control, participate in (whether as an officer, director,
employee, partner, agent, representative or otherwise), consult with, render
services for, or in any other manner engage anywhere in the Restricted
Territories in any business engaged directly or indirectly in the Business;
PROVIDED THAT nothing herein shall prohibit a Seller from being a passive
owner of not more than 2% of the outstanding stock of any class of a
corporation which is publicly traded so long as none of such Persons has any
active participation in the business of such corporation. For purposes of
this Agreement, "RESTRICTED TERRITORIES" shall mean the United States of
America. Each Seller acknowledges that the Business purchased by Buyer
hereunder has been conducted or is presently proposed to be conducted
throughout the Restricted Territories and that the geographic restrictions
set forth above are reasonable and necessary to protect the Purchased
Goodwill and the goodwill of the Business being sold pursuant to the Company
Acquisition Agreement.

                  (b) No Seller may (and each Seller shall cause his
Affiliates not to) directly, or indirectly through another Person, (i) induce
or attempt to induce any employee of the Buyer or any of its Subsidiaries or
Affiliates to leave the employ of the Buyer or any of its Subsidiaries or
Affiliates, or in any way interfere with the relationship between the Buyer
or any of its Subsidiaries or Affiliates and any employee thereof, (ii) hire
any person who was an employee of the Buyer or any of its Subsidiaries or
Affiliates at any time during the 12-month period immediately prior to the
date on which such hiring would take place (it being conclusively presumed by
the parties so as to avoid any disputes under this Section 8.10(b) that any
such hiring within such 12-month period is in violation of clause (i) above),
or (iii) for so long as any Seller has continuing obligations under Section
8.10(a) above, call on, solicit or service any customer, supplier, licensee,
licensor or other business relation of the Company or any of its Subsidiaries
or Affiliates (including any Person that was a customer, supplier or other
material business relation of the Buyer or any of its Subsidiaries or
Affiliates at any time during the 12-month period immediately prior to such
call, solicit or service), induce or attempt to induce such Person to cease
doing business with the Buyer or any of its Subsidiaries or Affiliates, or in
any way interfere with the relationship between any such customer, supplier,
licensee or business relation and the Buyer or any of its Subsidiaries or
Affiliates (including making any negative statements or communications about
the Buyer or any of its Subsidiaries or Affiliates).

                  (c) If, at the time of enforcement of the covenants
contained in this Section 8.10 (the "RESTRICTIVE COVENANTS"), a court shall
hold that the duration, scope or area restrictions stated


                                      -12-


herein are unreasonable under circumstances then existing, the parties agree
that the maximum duration, scope or area reasonable under such circumstances
shall be substituted for the stated duration, scope or area and that the
court shall be allowed and directed to revise the restrictions contained
herein to cover the maximum period, scope and area permitted by law. Each
Seller has consulted with legal counsel regarding the Restrictive Covenants
and based on such consultation has determined and hereby acknowledges that
the Restrictive Covenants are reasonable in terms of duration, scope and area
restrictions and are necessary to protect the Purchased Goodwill and the
goodwill of the Company's and its Affiliates' business and the substantial
investment in the Business purchased by Buyer under the Company Acquisition
Agreement. Each Seller further acknowledges and agrees that the Restrictive
Covenants are being entered into by him in connection with the sale by such
Seller of the Purchased Goodwill pursuant to this Agreement, and the sale of
the Business and the goodwill of the Business pursuant to the Company
Acquisition Agreement, and not directly or indirectly in connection with such
Seller's employment or other relationship with the Company or Buyer or any of
their Affiliates.

                  (d) If any Seller or an Affiliate of any Seller breaches,
or threatens to commit a breach of, any of the Restrictive Covenants, the
Buyer shall have the following rights and remedies, each of which rights and
remedies shall be independent of the others and severally enforceable, and
each of which is in addition to, and not in lieu of, any other rights and
remedies available to the Buyer or its Affiliates at law or in equity:

                           (i) the right and remedy to have the Restrictive
         Covenants specifically enforced by any court of competent jurisdiction,
         it being agreed that any breach or threatened breach of the Restrictive
         Covenants would cause irreparable injury to the Buyer and that money
         damages would not provide an adequate remedy to the Buyer; and

                           (ii) the right and remedy to require any Seller to
         account for and pay over to the Buyer any profits, monies, accruals,
         increments or other benefits derived or received by such Person as the
         result of any transactions constituting a breach of the Restrictive
         Covenants.

                           (iii) In the event of any breach or violation by any
         Seller of any of the Restrictive Covenants, the time period of such
         covenant shall be tolled until such breach or violation is resolved.

                  (e) Nothing in this Agreement shall restrict in any way the
full and unencumbered right of Altman or his Affiliates to provide, directly
or indirectly, the following services in the telecommunications industry: (i)
factoring accounts receivable and work in progress financing, (ii) general
secured and unsecured lending, (iii) insurance coverage, including surety
coverage, as principal and agent, or (iv) legal services.


                                      -13-


                                   ARTICLE IX

                                  MISCELLANEOUS

          9.1 AMENDMENT AND WAIVER. This Agreement may be amended, and any
provision of this Agreement may be waived; PROVIDED THAT any such amendment
or waiver will be binding upon any Seller only if such amendment or waiver is
set forth in a writing executed by such Seller, and any such amendment or
waiver will be binding upon the Buyer only if such amendment or waiver is set
forth in a writing executed by Buyer. No course of dealing between or among
any Persons having any interest in this Agreement shall be deemed effective
to modify, amend or discharge any part of this Agreement or any rights or
obligations of any Person under or by reason of this Agreement. 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.

          9.2 NOTICES. All notices, demands and other communications to be
given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given (i) when
personally delivered, sent by telecopy (with hard copy to follow) or sent by
reputable overnight express courier (charges prepaid), or (ii) five days
following mailing by certified or registered mail, postage prepaid and return
receipt requested. Unless another address is specified in writing, notices,
demands and communications to the Sellers and Buyer shall be sent to the
addresses indicated below:

NOTICES TO THE SELLERS AND SELLER REPRESENTATIVE:

P.O. Box 35884
Fayetteville, NC 28303
Attn:    Gardner H. Altman, Jr.
Telecopy: (910) 484-5853

WITH COPIES TO (WHICH SHALL NOT CONSTITUTE NOTICE TO THE SELLERS OR SELLER
REPRESENTATIVE)

Murnane, Conlin, White & Brandt
1800 Piper Jaffray Plaza
444 Cedar Street
St. Paul, MN 55101
Attn:    John E. Brandt
Telecopy:            (651) 223-5199

Alston & Bird LLP
1201 West Peachtree Street
Atlanta, GA 30309-3424
Attn:    Joe T. Taylor
Telecopy:            (404) 881-4777


                                      -14-


NOTICES TO THE BUYER:

Communicor Telecommunications, Inc.
6303 Blue Lagoon Drive
Suite 305
Miami, FL 33126
Attn:    Ismael Perera
Telecopy:            (305) 266-0875

WITH COPIES TO (WHICH SHALL NOT CONSTITUTE NOTICE TO THE BUYER):

First Chicago Equity Capital
55 West Monroe Street
16th Floor
Chicago, IL 60670
Attn:    Burton E. McGillivray
Telecopy:            (312) 732-7483

Saunders Karp & Megrue
262 Harbor Drive
Stamford, CT 06902
Attn:    Timothy B. Armstrong
Telecopy:            (203) 708-6677

Kirkland & Ellis
200 East Randolph
Chicago, IL 60601
Attn:    Ted H. Zook
         E. Paul Quinn
Telecopy:            (312) 861-2200

          9.3 SUCCESSORS AND ASSIGNS. This Agreement and all of the covenants
and agreements contained herein and rights, interests or obligations
hereunder, by or on behalf of any of the parties hereto, shall bind and inure
to the benefit of the respective heirs, successors and assigns of the parties
hereto whether so expressed or not, except that neither this Agreement nor
any of the covenants and agreements herein or rights, interests or
obligations hereunder may be assigned or delegated by any Seller prior to or
after the Closing, without the prior written consent of Buyer. Buyer may
assign its rights and obligations hereunder, in whole or in part, to any of
its Affiliates without the consent of any of the other parties hereto. In
addition, Buyer may assign its rights and obligations pursuant to this
Agreement, in whole or in part, in connection with any disposition or
transfer of all or any portion of the Company in any form of transaction
without the consent of any of the other parties hereto. Buyer may assign any
or all of its rights pursuant to this Agreement, including its rights to
indemnification, to any of its lenders as collateral security.


                                      -15-


          9.4 SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.

          9.5 INTERPRETATION. The headings and captions used in this
Agreement, in any Schedule hereto, in the table of contents or in any index
hereto are for convenience of reference only and do not constitute a part of
this Agreement and shall not be deemed to limit, characterize or in any way
affect any provision of this Agreement or any Schedule hereto, and all
provisions of this Agreement and the Schedules hereto shall be enforced and
construed as if no caption or heading had been used herein or therein. Any
capitalized terms used in any Schedule attached hereto and not otherwise
defined therein shall have the meanings set forth in this Agreement. Each
defined term used in this Agreement shall have a comparable meaning when used
in its plural or singular form. The use of the word "including" herein shall
mean "including without limitation" and, unless the context otherwise
required, "neither," "nor," "any," "either" and "or" shall not be exclusive.
The parties hereto intend that each representation, warranty and covenant
contained herein shall have independent significance. If any party has
breached any representation, warranty or covenant contained herein in any
respect, the fact that there exists another representation, warranty or
covenant relating to the same subject matter (regardless of the relative
levels of specificity) which such party has not breached shall not detract
from or mitigate the fact that such party is in breach of the first
representation, warranty or covenant. The parties have participated jointly
in the negotiation and drafting of this Agreement. In the event an ambiguity
or question of intent or interpretation arises, this Agreement shall be
construed as if drafted jointly by the parties, and no presumption or burden
of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any of the provisions of this Agreement.

          9.6 CAPTIONS. The captions used in this Agreement are for
convenience of reference only and do not constitute a part of this Agreement
and shall not be deemed to limit, characterize or in any way affect any
provision of this Agreement, and all provisions of this Agreement shall be
enforced and construed as if no caption had been used in this Agreement.

          9.7 NO THIRD-PARTY BENEFICIARIES. Nothing herein expressed or
implied is intended or shall be construed to confer upon or give to any
Person other than the parties hereto and their respective permitted
successors and assigns, any rights or remedies under or by reason of this
Agreement.

          9.8 COMPLETE AGREEMENT. This Agreement and the agreements and
documents referred to herein contain the entire agreement and understanding
between the parties with respect to the Purchased Goodwill and supersede all
prior agreements and understandings, whether written or oral, relating to
such subject matter in any way.


                                      -16-


          9.9 COUNTERPARTS. This Agreement may be executed in one or more
counterparts (including by means of telecopied signature pages), all of which
taken together shall constitute one and the same instrument.

          9.10 DELIVERY BY FACSIMILE. This Agreement and any signed agreement
or instrument entered into in connection with this Agreement, and any
amendments hereto or thereto, to the extent signed and delivered by means of
a facsimile machine, shall be treated in all manner and respects as an
original agreement or instrument and shall be considered to have the same
binding legal effect as if it were the original signed version thereof
delivered in person. At the request of any party hereto or to any such
agreement or instrument, each other party hereto or thereto shall re-execute
original forms thereof and deliver them to all other parties. No party hereto
or to any such agreement or instrument shall raise the use of a facsimile
machine to deliver a signature or the fact that any signature or agreement or
instrument was transmitted or communicated through the use of a facsimile
machine as a defense to the formation of a contract and each such party
forever waives any such defense.

          9.11 GOVERNING LAW. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed
by the internal law of the State of Minnesota without giving effect to any
choice of law or conflict of law provision or rule (whether of the State of
Minnesota or any other jurisdictions) that would cause the application of the
laws of any jurisdictions other than the State of Minnesota.

                          *    *    *    *    *


                                      -17-


                  IN WITNESS WHEREOF, the parties hereto have executed this
Goodwill Purchase Agreement on the date first written above.

                                            COMMUNICOR TELECOMMUNICATIONS, INC.


                                            By:_________________________________
                                            Name:
                                            Title:


                                            ____________________________________
                                            Gardner H. Altman, Jr.


                                            ____________________________________
                                            Stanley D. Lebakken


                                            ____________________________________
                                            Charles R. Lundgren

EX-2.13

                                                                   Exhibit 2.13

                            STOCK PURCHASE AGREEMENT

                                  by and among

                     SHAREHOLDERS OF CRAIG ENTERPRISES, INC.

                                       and

                                 LINC.NET, INC.






                            Dated as of June 16, 2000











                                TABLE OF CONTENTS




                                                                                                               Page
                                                                                                               ----
                                                                                                            
ARTICLE I
         CERTAIN DEFINITIONS......................................................................................1
         1.1         Definitions..................................................................................1

ARTICLE II
         PURCHASE AND SALE OF THE CORPORATION INTERESTS...........................................................6
         2.1         Basic Transaction............................................................................7
         2.2         Closing Transactions.........................................................................7
         2.3         Purchase Price...............................................................................8

ARTICLE III
         CONDITIONS TO CLOSING...................................................................................10
         3.1         Conditions to Buyer's Obligations...........................................................10
         3.2         Conditions to Sellers' Obligations..........................................................14

ARTICLE IV.......................................................................................................15
         [Intentionally Omitted].................................................................................15

ARTICLE V
         REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY AND SELLERS.......................................16
         5.1         Capacity, Organization, Corporate Power and Licenses........................................16
         5.2         Capital Stock and Related Matters...........................................................16
         5.3         Authorization; Noncontravention.............................................................17
         5.4         Subsidiaries................................................................................17
         5.5         Financial Statements........................................................................17
         5.6         Accounts Receivable.........................................................................18
         5.7         Inventory...................................................................................18
         5.8         Absence of Undisclosed Liabilities..........................................................18
         5.9         No Material Adverse Effect..................................................................19
         5.10        Absence of Certain Developments.............................................................19
         5.11        Assets......................................................................................21
         5.12        Contracts and Commitments...................................................................23
         5.13        Intellectual Property Rights................................................................25
         5.14        Litigation..................................................................................26


                                      -i-



         5.15        Compliance with Laws........................................................................27
         5.16        Environmental and Safety Matters............................................................27
         5.17        Employees...................................................................................28
         5.18        Employee Benefit Plans......................................................................29
         5.19        Insurance...................................................................................30
         5.20        Tax Matters.................................................................................30
         5.21        Brokerage and Transaction Bonuses...........................................................32
         5.22        Bank Accounts...............................................................................32
         5.23        Names and Locations.........................................................................32
         5.24        Affiliate Transactions......................................................................32
         5.25        Service Warranties..........................................................................32
         5.26        Customers and Suppliers.....................................................................33
         5.27        Disclosure..................................................................................33

ARTICLE VI
         REPRESENTATIONS AND WARRANTIES OF BUYER.................................................................34
         6.1         Organization and Power......................................................................34
         6.2         Capitalization..............................................................................34
         6.3         Authorization...............................................................................34
         6.4         No Violation................................................................................34
         6.5         Governmental Authorities and Consents.......................................................34
         6.6         Litigation..................................................................................35
         6.7         Brokerage...................................................................................35

ARTICLE VII......................................................................................................35

ARTICLE VIII
         ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING..........................................................35
         8.1         Survival of Representations and Warranties..................................................35
         8.2         Indemnification.............................................................................36
         8.3         Mutual Assistance...........................................................................39
         8.4         Non-Competition; Non-Solicitation...........................................................39
         8.5         Press Release and Announcements.............................................................41
         8.6         Expenses....................................................................................41
         8.7         Specific Performance........................................................................42
         8.8         Arbitration Procedure.......................................................................42
         8.9         Further Assurances..........................................................................43
         8.10        Confidentiality.............................................................................43


                                      -ii-




         8.11        Tax Matters.................................................................................44
         8.12        Guarantees of Capital Leases................................................................45
         8.13        Environmental Procedures....................................................................46

ARTICLE IX
         MISCELLANEOUS...........................................................................................47
         9.1         Amendment and Waiver........................................................................47
         9.2         Notices.....................................................................................47
         9.3         Successors and Assigns......................................................................48
         9.4         Severability................................................................................49
         9.5         Interpretation..............................................................................49
         9.6         Captions....................................................................................49
         9.7         No Third-Party Beneficiaries................................................................49
         9.8         Complete Agreement..........................................................................49
         9.9         Counterparts................................................................................50
         9.10        Delivery by Facsimile.......................................................................50
         9.11        Governing Law...............................................................................50
         9.12        Schedules...................................................................................50



                                     -iii-




                             EXHIBITS AND SCHEDULES



EXHIBITS:
                     
Exhibit A         -        Escrow Agreement
Exhibit B         -        Employment Agreement
Exhibit C         -        Executive Purchase Agreement
Exhibit D         -        Amended and Restated Stockholders Agreement
Exhibit E         -        Amended and Restated Registration Agreement
Exhibit F         -        Form of Opinion of Counsel for Sellers and the Company
Exhibit G         -        Form of Opinion of Counsel for Buyer


SCHEDULES

Indebtedness Schedule
Permitted Liens Schedule
Owned Property Schedule
Schedule of Sellers
Officers and Directors Schedule
Restrictions Schedule
Financial Statements Schedule
Accounts Receivable Schedule
Liabilities Schedule
Contracts Schedule
Developments Schedule
Assets Schedule
Leased Real Property Schedule
Excluded Assets Schedule
Intellectual Property Schedule
Litigation Schedule
Compliance Schedule
Permits Schedule
Environmental Schedule
Employees Schedule
Employee Benefits Schedule
Insurance Schedule
Taxes Schedule
Brokerage Schedule
Transaction Bonuses Schedule
Bank Account Schedule
Names and Locations Schedule
Affiliated Transactions Schedule


                                    -iv-





Warranty Schedule
Customers and Suppliers Schedule
Identified Environmental Matters Schedule


                                      -v-





                             INDEX OF DEFINED TERMS




                                                                                                               Page
                                                                                                               ----
                                                                                                            
Accounting Firm................................................................................................2, 9
Affiliate.........................................................................................................1
Affiliated Group..................................................................................................1
Agreement.........................................................................................................1
Applicable Rate...................................................................................................1
Bank..............................................................................................................1
Buyer.............................................................................................................1
Buyer Parties....................................................................................................36
CERCLA........................................................................................................2, 28
Closing...........................................................................................................7
Closing Balance Sheet.............................................................................................8
Closing Cash Amount...............................................................................................8
Closing Date......................................................................................................7
Closing Indebtedness..............................................................................................8
Closing Net Working Capital.......................................................................................8
Closing Net Worth.................................................................................................8
Closing Tax Liability.............................................................................................8
Code..............................................................................................................2
Confidential Information..........................................................................................2
control...........................................................................................................1
controlled by.....................................................................................................1
controlling.......................................................................................................1
Disputes.........................................................................................................42
Disputing Person.................................................................................................42
Employment Agreements............................................................................................12
Encumbrance.......................................................................................................2
Environmental and Safety Requirements.........................................................................2, 28
ERISA.............................................................................................................3
Escrow Agent......................................................................................................3
Escrow Agreement...............................................................................................3, 7
Escrow Amount.....................................................................................................3
Estimated Purchase Price..........................................................................................8
Executive Purchase Agreement.....................................................................................12
Executive Purchase Agreements....................................................................................12
Executive Securities..............................................................................................3
Final Determination..............................................................................................43
Final Purchase Price.............................................................................................10
GAAP..............................................................................................................3
Governmental Approvals...........................................................................................11
Guaranty..........................................................................................................3
Improvements.....................................................................................................22
Indebtedness......................................................................................................3
Indemnitee.......................................................................................................37
Indemnitor.......................................................................................................37
Institute........................................................................................................42
Intellectual Property Rights......................................................................................3
Investment........................................................................................................4


                                    -vi-





                                                                                                               Page
                                                                                                               ----
                                                                                                            
Knowledge.........................................................................................................4
Latest Balance Sheet.............................................................................................18
Leased Real Property.............................................................................................21
Leased Realty....................................................................................................21
Lien..............................................................................................................4
Losses...........................................................................................................36
Material Adverse Effect...........................................................................................4
Net Working Capital...............................................................................................4
Net Worth.........................................................................................................4
Notice of Arbitration............................................................................................42
Notice of Disagreement............................................................................................9
Owned Real Property..............................................................................................22
Permitted Encumbrances............................................................................................5
Permitted Liens...................................................................................................5
Person............................................................................................................5
Plan.............................................................................................................29
Pre-Closing Taxes................................................................................................44
Purchase Price....................................................................................................8
Real Property Laws...............................................................................................23
Real Property Permits............................................................................................23
Realty Leases....................................................................................................21
Registration Agreement...........................................................................................12
Restricted Territories...........................................................................................40
Restrictive Covenants............................................................................................40
Rules............................................................................................................42
Securities Act....................................................................................................5
Seller Representative.............................................................................................5
Sellers...........................................................................................................1
Stockholders Agreement...........................................................................................12
Straddle Tax Returns.............................................................................................44
Subsidiary........................................................................................................6
Tax...............................................................................................................6
Tax Returns.......................................................................................................6
Third-Party Approvals............................................................................................10
Title Commitments................................................................................................12
Title Insurer....................................................................................................12
Title Policies...................................................................................................12
Treasury Regulations..............................................................................................6
under common control with.........................................................................................1



                                    -vii-


                            STOCK PURCHASE AGREEMENT

                  THIS STOCK PURCHASE AGREEMENT (this "AGREEMENT") is made and
entered into as of June 16, 2000, by and among Royce Craig, Katherine Craig, the
Community Foundation of North Texas (collectively, referred to as "SHAREHOLDERS"
or each a "SELLER" and collectively the "SELLERS"), Craig Enterprises, Inc., a
New Mexico corporation (the "COMPANY") and Linc.net, Inc., a Delaware
corporation ("BUYER"). The Sellers and Buyer are collectively referred to as the
"PARTIES."

                  WHEREAS, the Sellers in the aggregate own all of the
outstanding shares (the "SHARES") of capital stock of the Company.

                  WHEREAS, on the terms and subject to the conditions set forth
in this Agreement, the Buyer will purchase from the Sellers, and the Sellers
will sell to the Buyer, all of the outstanding capital stock of the Company in
return for cash.

                  NOW, THEREFORE, in consideration of the mutual covenants,
agreements and understandings contained herein and intending to be legally
bound, the parties hereto hereby agree as follows:

                                    ARTICLE I

                               CERTAIN DEFINITIONS

         1.1 DEFINITIONS. For the purposes of this Agreement, the following
terms have the meanings set forth below:

                  "AFFILIATE" of any particular Person means any other Person
controlling, controlled by or under common control with such Person. For
purposes of this definition, "CONTROL" (including the terms "CONTROLLING,"
"CONTROLLED BY" and "UNDER COMMON CONTROL WITH") means the possession, direct or
indirect, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise, and such "control" will be presumed if any Person owns
10% or more of the voting capital stock or other ownership interests, directly
or indirectly, of any other Person.

                  "AFFILIATED GROUP" means an affiliated group as defined in
Section 1504 of the Code (or any analogous combined, consolidated or unitary
group defined under state, local or foreign income Tax law) of which the Company
is or has been a member.

                  "APPLICABLE RATE" means the prime rate of interest reported
from time to time by the Wall Street Journal.

                  "BANK" means PNC Bank National Association.


                                       1






                  "CASH EQUIVALENTS" means the amount of the Split-Dollar
Premiums plus the amount of the Note Receivable.


                  "CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.

                  "CODE" means the Internal Revenue Code of 1986, as amended,
and any reference to any particular Code section shall be interpreted to include
any revision of or successor to that section regardless of how numbered or
classified.

                  "CONFIDENTIAL INFORMATION" means all information of a
confidential or proprietary nature (whether or not specifically labeled or
identified as "confidential"), in any form or medium, that relates to the
business, products, services or research or development of the Company or their
respective suppliers, distributors, customers, independent contractors or other
business relations. Confidential Information includes, but is not limited to,
the following: (i) internal business information (including information relating
to strategic and staffing plans and practices, business, training, marketing,
promotional and sales plans and practices, cost, rate and pricing structures and
accounting and business methods); (ii) identities of, individual requirements
of, specific contractual arrangements with, and information about, the Company's
suppliers, distributors, customers, independent contractors or other business
relations and their confidential information; (iii) trade secrets, know-how,
compilations of data and analyses, techniques, systems, formulae, recipes,
research, records, reports, manuals, documentation, models, data and data bases
relating thereto; (iv) inventions, innovations, improvements, developments,
methods, designs, analyses, drawings, reports and all similar or related
information (whether or not patentable); and (v) other Intellectual Property
Rights.

                  "CRAIGS" means Royce Craig and Katherine Craig.

                  "ENCUMBRANCE" means any lien, charge, security interest,
claim, pledge, Tax, option, warrant, right, contract, call, commitment, equity,
demand, proxy, voting agreement, restriction on transfer (other than
restrictions on transfer under the Securities Act and applicable state
securities laws) or other encumbrance.

                  "ENVIRONMENTAL AND SAFETY REQUIREMENTS" means all federal,
state, local and foreign statutes, regulations, ordinances and other provisions
having the force or effect of law, all judicial and administrative orders and
determinations, all contractual obligations and all common law, in each case
concerning public health and safety, worker health and safety and pollution or
protection of the environment (including all those relating to the presence,
use, production, generation, handling, transport, treatment, storage, disposal,
distribution, labeling, testing, processing, discharge, release, threatened
release, control or cleanup of any hazardous or otherwise regulated materials,
substances or wastes, chemical substances or mixtures, pesticides, pollutants,
contaminants, toxic


                                       2



chemicals, petroleum products or byproducts, asbestos, polychlorinated
biphenyls, noise, radiation or radon), each as amended and as now or
hereafter in effect.

                  "ESCROW AGENT" means Norwest Bank Minnesota, N.A.

                  "ESCROW AGREEMENT" means the escrow agreement in the form of
EXHIBIT A attached hereto.

                  "Escrow Amount" means 1,000,000.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

                  "EXECUTIVE SECURITIES" means the shares of Buyer's Series A
Redeemable Preferred Stock and Common Stock issued to the Craigs pursuant to the
respective Executive Purchase Agreements between the Craigs and Buyer.

                  "GAAP" means United States generally accepted accounting
principles, as in effect from time to time.

                  "GUARANTY" means any agreement, undertaking or arrangement by
which any Person guarantees, endorses or otherwise becomes or is contingently
liable upon the debt, obligation or other liability of any other Person (other
than by endorsements of instruments in the ordinary course of collection), or
guaranties of the payment of dividends or other distributions upon the shares of
any other Person.

                  "INDEBTEDNESS" means, with respect to any Person at any date,
without duplication: (i) all obligations of such Person for borrowed money or in
respect of loans or advances, (ii) all obligations of such Person evidenced by
bonds, debentures, notes or other similar instruments or debt securities, (iii)
all obligations in respect of letters of credit and bankers' acceptances issued
for the account of such Person, (iv) all obligations arising from cash/book
overdrafts, (v) all obligations arising from deferred compensation arrangements,
(vi) all obligations of such Person secured by a Lien, (vii) all Guaranties of
such Person in connection with any of the foregoing, (viii) all capital lease
obligations, (ix) all accrued interest, prepayment premiums or penalties related
to any of the foregoing; (x) all deferred rent, (xi) all indebtedness for the
deferred purchase price of property or services with respect to which a Person
is liable, contingently or otherwise, as obligor or otherwise (other than trade
payables, subcontractor payables and accrued expenses incurred in the ordinary
course of business which are not past due and billings in excess of cost on
uncompleted contracts), and (xii) all other liabilities classified as
non-current liabilities in accordance with GAAP as of the Closing Date, other
than deferred income tax liabilities.

                  "INTELLECTUAL PROPERTY RIGHTS" means all (i) patents, patent
applications, patent disclosures and inventions, (ii) Internet domain names,
trademarks, service marks, trade dress, trade names, logos and corporate names
and registrations and applications for registration thereof together


                                       3



with all of the goodwill associated therewith, (iii) copyrights (registered
or unregistered) and copyrightable works and registrations and applications
for registration thereof, (iv) mask works and registrations and applications
for registration thereof, (v) computer software, data, data bases and
documentation thereof, (vi) trade secrets and other confidential information
(including ideas, formulas, recipes, compositions, inventions (whether
patentable or unpatentable and whether or not reduced to practice), know-how,
manufacturing and production processes and techniques, research and
development information, drawings, specifications, designs, plans, proposals,
technical data, copyrightable works, financial and marketing plans and
customer and supplier lists and information), (vii) other intellectual
property rights and (viii) copies and tangible embodiments thereof (in
whatever form or medium).

                  "INVESTMENT" as applied to any Person means (i) any direct or
indirect purchase or other acquisition by such Person of any notes, obligations,
instruments, stock, securities or ownership interest (including limited
liability company interests, partnership interests and joint venture interests)
of any other Person and (ii) any capital contribution by such Person to any
other Person.

                  "KNOWLEDGE" of the Company or the Sellers means the actual
knowledge of Executives after reasonable investigation.

                  "LIEN" means any mortgage, pledge, hypothecation, lien
(statutory or otherwise), preference, priority, security interest, security
agreement, easement, covenant, restriction or other encumbrance of any kind or
nature whatsoever (including any conditional sale or other title retention
agreement and any lease having substantially the same effect as any of the
foregoing and any assignment or deposit arrangement in the nature of a security
device).

                  "MATERIAL ADVERSE EFFECT" means a material and adverse effect
or development upon the business, operations, assets, liabilities, financial
condition, value, business prospects, operating results, cash flow, net worth or
employee, customer or supplier relations of the Company.

                  "NET WORKING CAPITAL" means as of any date of determination,
the excess of the Company's total current assets (excluding the Note Receivable
and the cash surrender value of any life insurance) as of such date over the
Company's total current liabilities (excluding Indebtedness and any Closing Tax
Liability) as of such date determined in accordance with GAAP. In determining
total current assets and total current liabilities hereunder, (i) all accounting
entries shall be taken into account regardless of their amount and all errors
and omissions corrected, (ii) all proper adjustments shall be made, and (iii)
appropriate reserves for all liabilities and obligations for which reserves are
appropriate in accordance with GAAP shall be included.

                  "NET WORTH" means, as of any date of determination, the excess
of the Company's total assets (excluding the Note Receivable, the cash surrender
value of any life insurance and the net book value of the Excluded Assets) as of
such date over the Company's total liabilities (excluding Indebtedness and any
Closing Tax Liability) as of such date, determined in accordance with GAAP.


                                       4



In determining total assets and total liabilities hereunder, (i) all
accounting entries shall be taken into account regardless of their amount and
all errors and omissions shall be corrected, (ii) all proper adjustments
shall be made, and (iii) appropriate reserves for all liabilities and
obligations for which reserves are appropriate in accordance with GAAP shall
be included.

                  "NOTE RECEIVABLE" means the note or notes or other forms of
obligation pursuant to which the Craigs or their family members or relatives are
obligated to the Company for borrowed money.

                  "PERMITTED ENCUMBRANCES" means (a) statutory liens for current
taxes or other governmental charges with respect to the real property not yet
due and payable or the amount or validity of which is being contested in good
faith by appropriate proceedings by Seller and for which appropriate reserves
have been established in accordance with GAAP; (b) mechanics, carriers workers,
repairers and similar statutory liens arising or incurred in the ordinary course
of business for amounts which are not delinquent and which are not, individually
or in the aggregate, material to the business; (c) zoning, entitlement, building
and other land use regulations imposed by governmental agencies having
jurisdiction over the real property which are not violated by the current use
and operation of the real property; and (d) covenants, conditions, restrictions,
easements and other similar matters of record affecting title to the real
property which do not materially impair the occupancy or use of the real
property for the purposes for which it is currently used in connection with the
business.

                  "PERMITTED LIENS" means (i) Liens that are set forth on the
PERMITTED LIENS SCHEDULE attached hereto, (ii) Liens for Taxes not delinquent or
the validity of which are being contested in good faith by appropriate
proceedings and as to which adequate reserves have been established on the
Company's financial statements in accordance with GAAP, (iii) statutory
landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens
arising or incurred in the ordinary course of business and (iv) Liens arising
from zoning ordinances.

                  "PERSON" means any individual, sole proprietorship,
partnership, joint venture, trust, unincorporated association, corporation,
limited liability company, entity or governmental entity (whether federal,
state, county, city or otherwise and including any instrumentality, division,
agency or department thereof).

                  "SECURITIES ACT" means the Securities Act of 1933, as amended,
or any similar federal law then in force.

                  "SELLER REPRESENTATIVE" means Royce Craig.

                  "SPLIT DOLLAR PREMIUMS" means the cumulative amount of
premiums paid by the Company with respect to the life insurance policies on the
lives of Katherine Craig and Royce Craig.


                                       5



                  "SUBSIDIARY" means, with respect to any Person, any
corporation, partnership, limited liability company, association or other
business entity of which (i) if a corporation, a majority of the total voting
power of shares of stock entitled (irrespective of whether, at the time, stock
of any other class or classes of such corporation shall have or might have
voting power by reason of the happening of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a partnership,
limited liability company, association or other business entity, either (A) a
majority of the partnership or other similar ownership interest thereof is at
the time owned or controlled, directly or indirectly, by that Person or one or
more Subsidiaries of that Person or a combination thereof, or (B) such Person is
a general partner, managing member or managing director of such partnership,
limited liability company, association or other entity.

                  "TAX" means any (i) federal, state, local or foreign income,
gross receipts, franchise, estimated, alternative minimum, add-on minimum,
sales, use, transfer, registration, value added, excise, natural resources,
severance, stamp, occupation, premium, windfall profit, environmental, customs,
duties, real property, personal property, capital stock, social security,
unemployment, disability, payroll, license, employee or other withholding, or
other tax, of any kind whatsoever, including any interest, penalties or
additions to tax or additional amounts in respect of the foregoing; (ii)
liability of the Company for the payment of any amounts of the type described in
clause (i) above arising as a result of being (or ceasing to be) a member of any
Affiliated Group (or being included (or required to be included) in any Tax
Return relating thereto); and (iii) liability of the Company for the payment of
any amounts of the type described in clause (i) above as a result of any express
or implied obligation to indemnify or otherwise assume or succeed to the
liability of any other Person.

                  "TAX RETURNS" means returns, declarations, reports, claims for
refund, information returns or other documents (including any related or
supporting schedules, statements or information) filed or required to be filed
in connection with the determination, assessment or collection of any Taxes of
any party or the administration of any laws, regulations or administrative
requirements relating to any Taxes.

                  "TREASURY REGULATIONS" means the United States Treasury
Regulations promulgated under the Code, and any reference to any particular
Treasury Regulation section shall be interpreted to include any final or
temporary revision of or successor to that section regardless of how numbered or
classified.

                                   ARTICLE II

                 PURCHASE AND SALE OF THE CORPORATION INTERESTS


                                       6




         2.1 BASIC TRANSACTION. On the terms and subject to the conditions set
forth in this Agreement, at the Closing, Buyer shall purchase from the Sellers
the Shares and the Sellers shall sell to Buyer the Shares free and clear of all
Encumbrances.

         2.2 CLOSING TRANSACTIONS.

                  (a) CLOSING. The closing of the transactions contemplated by
this Agreement (the "Closing") shall take place at the offices of Kirkland &
Ellis in Chicago, Illinois, at 9:00 a.m. local time on June 16, 2000, or at such
other time or place as is mutually agreeable to the parties, or, if any of the
conditions to Closing set forth in Article III have not been satisfied at or
waived by the party entitled to the benefit thereof on or prior to such date, on
the second business day following satisfaction or waiver of such conditions (the
"CLOSING DATE").

                  (b) DELIVERIES. At the Closing:

                           (i) Buyer shall pay to the Community Foundation of
North Texas an amount equal to (A) the percentage set forth opposite such
Seller's name on the SCHEDULE OF SELLERS attached hereto multiplied by (B) the
Estimated Purchase Price and shall pay to the Craigs an aggregate amount equal
to (C) the percentage set forth opposite the Craigs name on the SCHEDULE OF
SELLERS attached hereto, MULTIPLIED BY (D) an amount equal to the Estimated
Purchase Price LESS the Escrow Amount, in each case by wire transfer of
immediately available funds to the respective accounts designated by Sellers;

                           (ii) Buyer shall deliver the Escrow Amount to the
Escrow Agent for deposit into an escrow account established pursuant to the
terms of the Escrow Agreement. The Escrow Amount shall be available on a
non-exclusive basis to satisfy amounts owing to the Buyer Parties pursuant to
Section 8.2 below;

                           (iii) Each of the Sellers shall deliver to the Buyer
stock certificates representing all of his or her or its Shares, endorsed in
blank or accompanied by duly executed assignment documents;

                           (iv) the Company, Sellers and Buyer, as applicable,
shall deliver the opinions, certificates and other documents and instruments
required to be delivered by or on behalf of such party under Article III below;
and

                           (v) Sellers shall deliver to Buyer all corporate
books and records and other property of the Company in its possession.

                  (c) EXCLUDED ASSETS. At any time prior to Closing, the Company
may declare a dividend consisting of, sell or otherwise dispose of, or
distribute to the Sellers all of the assets set forth on the EXCLUDED ASSETS
SCHEDULE. Buyer agrees to cooperate with Sellers after Closing as may be
reasonably necessary to assist Sellers in completing the distribution of any
Excluded Assets.


                                       7





                  (d) PAYMENT OF NET AMOUNTS OWED TO COMPANY. Immediately after
the deliveries in clause (b) above, the Craigs shall pay to the Company cash in
the amount of the Note Receivable LESS any amounts that the Company owes the
Craigs.

                  (e) PAYMENT OF SPLIT-DOLLAR PREMIUMS. Immediately after the
deliveries in clause (b) above, the Craigs shall pay to the Company cash in the
amount of the Split-Dollar Premiums and the Company shall release the collateral
assignment of the life insurance policies on the lives of the Craigs.

         2.3 PURCHASE PRICE.

                  (a) The aggregate purchase price to be paid for the Shares
(the "PURCHASE PRICE") shall be an amount equal to $23,500,000, MINUS (i) an
amount equal to the aggregate amount of all Indebtedness of the Company existing
as of the Closing (the "CLOSING INDEBTEDNESS"), MINUS (ii) an amount equal to
the aggregate amount of all Taxes of or payable by the Company with respect to
any taxable year or taxable period or portion thereof ended on or prior to the
Closing Date (reduced by any estimated tax payments made by the Company related
to such Taxes to the extent such payments did not already reduce such Taxes)
(the "CLOSING TAX LIABILITY"), MINUS (iii) an amount equal to the amount (if
any) by which the Net Working Capital of the Company as of the Closing Date as
shown on the Closing Balance Sheet (the "CLOSING NET WORKING CAPITAL") is less
than $2,400,000 (it being understood that any Cash Equivalents may be treated
like cash in order to satisfy such target number), MINUS (iv) an amount equal to
the amount (if any) by which the Net Worth of the Company as of the Closing Date
as shown on the Closing Balance Sheet (as defined in Section 2.3(c) below and as
prepared in accordance with the provisions thereof) (the "CLOSING NET WORTH") is
less than $7,500,000 (it being understood that any Cash Equivalents may be
treated like cash in order to satisfy such target number) (without duplication
of any reduction under clause (iii) above), plus (v) the amount of the
Split-Dollar Premiums, PLUS (vi) the amount of the Note Receivable, PLUS (vii)
an amount equal to the aggregate value of cash and Cash Equivalents of the
Company in excess of $200,000 as shown on the Closing Balance Sheet (the
"CLOSING CASH AMOUNT"); PROVIDED that the Purchase Price will be increased by
the Closing Cash Amount only as long as the Closing Net Worth is equal to or
greater than $7,500,000 and the Closing Net Working Capital is equal to or
greater than $2,400,000; PROVIDED FURTHER that the Closing Cash Amount shall
exclude any cash or Cash Equivalents that are treated like cash that were used
by Sellers to satisfy the Closing Net Working Capital or Closing Net Worth
target numbers set forth above.

                  (b) At the Closing, Buyer shall pay to Sellers in the manner
described in clause (i) of Section 2.2(b) above an amount equal to the Purchase
Price, as estimated in good faith by Buyer and the Seller Representative
(including an estimate of the components of the Purchase Price), not less than
two days prior to the Closing (the "ESTIMATED PURCHASE PRICE").

                  (c) Within 120 days following the Closing Date, Buyer shall
deliver to the Seller Representative a consolidated balance sheet of the Company
(in its final and binding form, the "CLOSING BALANCE SHEET") as of the end of
the business day immediately preceding the Closing Date,


                                       8



setting forth the Closing Indebtedness, the Closing Tax Liability, the
Closing Net Worth, the Closing Cash Amount, the Closing Net Working Capital,
the Split-Dollar Premiums, the Note Receivable (collectively, the "PRICE
COMPONENTS") and the resulting Purchase Price calculated with reference to
such amounts. The Closing Balance Sheet shall include all known adjustments
required in a year-end closing of the books and shall be prepared in
accordance with GAAP. The Craigs shall cooperate as reasonably requested in
connection with the preparation of the Closing Balance Sheet. During the
30-day period immediately following the Seller Representative's receipt of
the Closing Balance Sheet, the Craigs shall be permitted to review the
Company's books and records and the Company's working papers related to the
preparation of the Closing Balance Sheet and determination of the Purchase
Price. The Closing Balance Sheet shall become final and binding upon the
parties 30 days following the Seller Representative's receipt thereof, unless
the Seller Representative shall give written notice of their disagreement (a
"NOTICE OF DISAGREEMENT") to Buyer prior to such date. Any Notice of
Disagreement shall specify in reasonable detail the nature and dollar amount
of any disagreement so asserted and shall be delivered only if (and to the
extent that) the Craigs reasonably and in good faith determine that the
Closing Balance Sheet and the resulting Purchase Price calculated with
reference thereto delivered by Buyer has not been determined in accordance
with the guidelines and procedures set forth in this Agreement. If a timely
Notice of Disagreement is received by Buyer, then the Closing Balance Sheet
(as revised in accordance with clause (x) or (y) below) shall become final
and binding upon the parties on the earliest of (x) the date the parties
resolve in writing any differences they have with respect to the matters
specified in the Notice of Disagreement or (y) the date all matters in
dispute are finally resolved in writing by the Accounting Firm (defined
below). During the 30 days following delivery of a Notice of Disagreement,
the Parties shall seek in good faith to resolve in writing any differences
which they have with respect to the matters specified in the Notice of
Disagreement. Following delivery of a Notice of Disagreement, Buyer and its
agents and representatives shall be permitted to review Craigs' and their
representatives' working papers relating to the Notice of Disagreement. At
the end of the 30-day period referred to above, the parties shall submit to a
mutually satisfactory independent "big-five" accounting firm other than Ernst
& Young LLP and the Company's accountants prior to the Closing for review and
resolution of all matters (but only such matters) that remain in dispute and
that were properly included in the Notice of Disagreement. If the parties are
unable to mutually agree upon an accounting firm, Buyer's and the Sellers'
Representative shall select by lot a "big-five" accounting firm other than
Ernst & Young LLP and the Company's accountants prior to the Closing. The
parties shall instruct the accounting firm ultimately agreed upon or selected
by lot under this Section 2.3(c) (the "ACCOUNTING FIRM") to make a final
determination of the Price Components and the resulting Purchase Price
calculated with reference to such amounts to the extent such amounts are in
dispute, in accordance with the guidelines and procedures set forth in this
Agreement. The Parties will cooperate with the Accounting Firm during the
term of its engagement. The Parties shall instruct the Accounting Firm to not
assign a value to any item in dispute greater than the greatest value for
such item assigned by Buyer, on the one hand, or the Craigs, on the other
hand, or less than the smallest value for such item assigned by Buyer, on the
one hand, or the Craigs, on the other hand. The Parties shall also instruct
the Accounting Firm to make its determination based solely on presentations
by Buyer and the Craigs which are in accordance with the guidelines and
procedures set forth in this Agreement (i.e. not on the basis of an
independent review). The Closing Balance Sheet and the determination of the
Price Components shall become final and binding on the Parties on the


                                       9




date the Accounting Firm delivers its final resolution in writing to the
parties (which final resolution shall be requested by the Parties to be
delivered not more than 45 days following submission of such disputed
matters). The fees and expenses of the Accounting Firm shall be shared
equally by Buyer, on the one hand, and the Craigs, on the other hand.

                  (d) Promptly after the Closing Balance Sheet and the
determination of the Price Components and the resulting Purchase Price
calculated with reference to such amounts become final and binding on the
parties under Section 2.3(c) above, the Estimated Purchase Price shall be
recalculated by giving effect to the final and binding Price Components (as
recalculated, the "FINAL PURCHASE PRICE"). If the Estimated Purchase Price is
greater than the Final Purchase Price, the Craigs shall, and if the Final
Purchase Price is greater than the Estimated Purchase Price, Buyer shall, within
three business days after the Closing Balance Sheet becomes final and binding on
the parties, make payment by wire transfer to Buyer or the Craigs, as the case
may be, in immediately available funds of the amount of such difference,
together with interest thereon at a rate per annum equal to the Applicable Rate,
calculated on the basis of the actual number of days elapsed over 360, from the
Closing Date to the date of payment.


                                   ARTICLE III

                              CONDITIONS TO CLOSING

         3.1 CONDITIONS TO BUYER'S OBLIGATIONS. The obligation of Buyer to
consummate the transactions contemplated by this Agreement is subject to the
satisfaction of the following conditions on or prior to the Closing Date:

                  (a) The representations and warranties in Article V hereof
that are subject to materiality qualifications shall be true and correct in all
respects at and as of the Closing and the representations and warranties
contained in Article V hereof that are not subject to materiality qualifications
shall be true and correct in all material respects at and as of the Closing, in
each case as though then made and as though the Closing Date was substituted for
the date of this Agreement throughout such representations and warranties, and
each of the Craigs and the Company shall have performed in all material respects
all of the covenants and agreements required to be performed by the Craigs and
the Company hereunder prior to the Closing;

                  (b) The Craigs and the Company shall have received or obtained
all third-party consents and approvals that are necessary (i) for the
consummation of the transactions contemplated hereby or (ii) to prevent a breach
of or default under, or a termination, modification or acceleration of, any
instrument, contract, lease, license or other agreement identified with an
asterisk on the attached RESTRICTIONS SCHEDULE (collectively, the "THIRD-PARTY
APPROVALS"), in each case on terms reasonably satisfactory to Buyer;


                                      10




                  (c) Buyer and the Company shall have received or obtained all
governmental and regulatory consents, approvals, licenses and authorizations
that are necessary (i) for the consummation of the transactions contemplated
hereby or (ii) for Buyer to own the Company and to operate the business of and
control the Company following the Closing (including any required approvals from
the State of New Mexico), in each case on terms and conditions reasonably
satisfactory to Buyer (collectively, the "GOVERNMENTAL APPROVALS");

                  (d) No suit, action or other proceeding shall be pending or
threatened before any court or governmental or regulatory official, body or
authority or any arbitrator wherein an unfavorable injunction, judgment, order,
decree, ruling or charge would (i) prevent the performance of this Agreement or
the consummation of any of the transactions contemplated hereby or declare
unlawful any of the transactions contemplated hereby, (ii) cause any of the
transactions contemplated by this Agreement to be rescinded following
consummation, (iii) affect adversely the right of Buyer to own the Company or
operate the business of or control the Company or (iv) affect adversely the
right of the Company to own its assets or control its business, and no such
injunction, judgment, order, decree or ruling shall have been entered or be in
effect;

                  (e) Since December 31, 1999, there shall have been no material
adverse change or development in the business, financial condition, value,
operating results, assets, operations, business prospects, cash flow, net worth
or customer, supplier or employee relations of the Company taken as a whole (as
determined by Buyer in its sole discretion);

                  (f) Buyer shall have completed and shall be satisfied in its
sole discretion with the results of its and its attorneys', accountants' and
other representatives' business, legal, accounting and financial due diligence
investigation and evaluation of the Company (which investigation and evaluation
shall include a review of the Company's relationships with key customers and
suppliers, ongoing relationships with key employees (including the Craigs) and
Intellectual Property Rights, as well as the Company's acquisition opportunities
and any other matters as deemed appropriate by Buyer);

                  (g) Buyer shall have obtained all of the financing it needs in
order to consummate the transactions contemplated hereby and fund the working
capital requirements of the Company following the Closing (in each case on terms
and conditions satisfactory to Buyer in its sole discretion);

                  (h) The Craigs shall have delivered to the Company (i) all
property owned by the Company that is currently used by any persons who are not
full-time employees of the Company, and (ii) all credit cards issued in the name
of the Company and used by any persons who are not full-time employees of the
Company;

                  (i) The Company shall have obtained and delivered to Buyer a
fully-executed estoppel certificate and landlord lien waiver agreement from the
lessor of the Leased Real Property demised by the Real Estate Lease in form and
substance reasonably satisfactory to Buyer and Buyer's


                                       11



lender, and such estoppel certificate and landlord lien waiver agreement
shall be in full force and effect at Closing;

                  (j) The respective employment agreements between Company and
each of the Craigs shall have been entered into, each in form substantially the
same as that attached hereto as EXHIBIT B (the "EMPLOYMENT AGREEMENTS"), and all
of such agreements shall be in full force and effect at the Closing;

                  (k) Royce Craig shall have entered into an executive stock
purchase agreement with Buyer providing for the purchase of at least $2,350,000
in the aggregate of capital stock of Buyer, in form substantially the same as
that attached hereto as EXHIBIT C (the "EXECUTIVE PURCHASE AGREEMENTS"), and
such agreement shall be in full force and effect at the Closing;

                  (l) The Craigs shall have entered into the Amended and
Restated Stockholders Agreement dated as of June 12, 2000, among Buyer and the
stockholders of Buyer attached hereto as EXHIBIT D (the "STOCKHOLDERS
AGREEMENT"), and such agreement shall be in full force and effect at the
Closing;

                  (m) The Craigs shall have entered into the Amended and
Restated Registration Agreement dated as of June 12, 2000, as amended, among
Buyer and the stockholders of Buyer attached hereto as EXHIBIT E (the
"REGISTRATION AGREEMENT"), and such agreement shall be in full force and effect
at the Closing;

                  (n) TITLE INSURANCE. Buyer in cooperation with the Craigs
shall have obtained, in preparation for Closing, a commitment for an ALTA Owners
or Leasehold Policy of Title Insurance, as the case may be, Form B-1970, for
each of the parcels of real property located in the United States and an
equivalent policy acceptable to Buyer for each of the parcels of real property
located outside of the United States (the "TITLE COMMITMENTS"), issued by a
title insurer satisfactory to Buyer (the "TITLE INSURER"), in such amount as
Buyer determines to be the fair market value (including all improvements
thereon), insuring Buyer=s interest in such parcel as of Closing, subject only
to the Permitted Encumbrances. The Craigs shall deliver at the time of delivery
of the Title Commitments, copies of all documents of record referred to therein.
The Craigs will provide Buyer with title insurance policies ("TITLE POLICIES")
on or before the Closing, from the Title Insurer based upon the Title
Commitments. The Craigs will deliver to the Title Insurer all affidavits,
undertakings and other title clearance documents necessary to issue the Title
Policies and endorsements thereto. Each such Title Policy will be dated as of
the date of closing and (a) insure title to the applicable parcels of real
estate and all recorded easements benefitting such parcels, subject only to
Permitted Encumbrances, (b) contain an "extended coverage endorsement" insuring
over the general exceptions contained customarily in such policies, (c) contain
an ALTA Zoning Endorsement 3.1, with parking (or equivalent), (d) contain an
endorsement insuring that the parcel described in such Title Policy is the
parcel shown on the survey delivered with respect to such parcel and a survey
accuracy endorsement, (e) contain an endorsement insuring that each street
adjacent to such parcel is a public street and that there is direct and
unencumbered pedestrian and vehicular access to such street from such parcel,
(f)


                                      12



if the real estate covered by such policy consists of more than one record
parcel, contain a "contiguity" endorsement insuring that all of the record
parcels are contiguous to one another, (g) contain a non-imputation
endorsement, (h) contain a tax number endorsement and (i) contain such other
endorsements as Buyer and Buyer's lender, if any, may reasonably request. The
cost of the Title Commitment will be borne by the Buyer.

                  (o) SURVEYS. Buyer shall have procured in preparation for the
Closing, current surveys of each parcel of the real property, prepared by a
licensed surveyor, satisfactory to Buyer, and conforming to 1992 ALTA/ACSM
Minimum Detail Requirements for Urban Land Title Surveys ("SURVEYS"), and such
standards as the Title Insurer may require as a condition to the removal of any
survey exceptions from the Title Policy, and certified to Buyer, Buyer's lender
and the Title Insurer, within 30 days of the Closing Date, in a form
satisfactory to such parties. The Survey shall disclose the location of all
Improvements, easements, party walls, sidewalks, roadways, utility lines and
such matters shown customarily on such surveys, show access affirmatively to
public streets and roads, and include Table A Item Nos. 1-4 and 6-14. No Survey
shall disclose any survey defect or encroachment from or onto any of the real
property which has not been cured or insured over prior to the Closing. The cost
of the Surveys will be shared equally by Buyer on the one hand and the Craigs on
the other hand.

                  (p) Each of the Craigs and the Escrow Agent shall have
executed and delivered the Escrow Agreement, and the Escrow Agreement shall be
in full force and effect as of the Closing and shall not have been amended or
modified;

                  (q) Buyer shall have received from Decker, Jones, McMackin,
McClane, Hall & Bates P.C., counsel for Sellers and the Company, an opinion with
respect to the matters set forth in EXHIBIT F attached hereto, which shall be
addressed to Buyer and Buyer's lenders, dated as of the Closing Date, and in
form and substance reasonably satisfactory to Buyer and Buyer's lenders;

                  (r) Buyer shall have received evidence (in form and substance
satisfactory to Buyer) that the Company's and Sellers' legal counsel, investment
bankers and other agents and representatives have been paid in full and that the
Company does not have any liability to any of the Company's or Sellers' legal
counsel, investment bankers, agents or representatives;

                  (s) The Company shall have obtained releases of all Liens
(other than any Permitted Liens) relating to the assets and properties of the
Company and the Company shall have obtained and delivered to Buyer and Buyer's
lenders payoff letters with respect to all Indebtedness for borrowed money
outstanding as of the Closing (in each case on terms and conditions satisfactory
to Buyer);

                  (t) The Craigs and the Company shall have delivered to Buyer
copies of the Company's most recently prepared interim monthly and year-to-date
financial statements; and

                  (u) At the Closing, the Craigs shall have delivered to Buyer
(i) a certificate signed by the Company, dated the date of the Closing, stating
that the conditions specified in subsections (a)


                                       13



through (t) above (other than subsection (f),(g) and (q)) have been satisfied
as of the Closing; (ii) a certificate from the Craigs and the Company
indicating their good faith and best estimates of the Price Components; (iii)
copies of all Third-Party Approvals and Governmental Approvals; (iv)
certified copies of the resolutions of the Board of Directors of the Company
authorizing the execution, delivery and performance of this Agreement and the
other agreements contemplated hereby and the consummation of the transactions
contemplated hereby and thereby; (v) good standing certificates for the
Company from its jurisdiction of incorporation and each jurisdiction in which
the Company is qualified to do business as a foreign corporation, in each
case dated as of a recent date prior to the Closing Date; and (vi) such other
documents or instruments as are required to be delivered by the Craigs or the
Company at the Closing pursuant to the terms hereof or that Buyer reasonably
request prior to the Closing Date to effect the transactions contemplated
hereby.

                  All proceedings to be taken by the Craigs and the Company in
connection with the consummation of the transactions contemplated hereby and all
certificates, opinions, instruments and other documents required to effect the
transactions contemplated hereby reasonably requested by Buyer shall be
reasonably satisfactory in form and substance to Buyer and their special
counsel. Any condition specified in this Section 3.1 may be waived by Buyer if
such waiver is set forth in a writing duly executed by Buyer.

         3.2 CONDITIONS TO SELLERS' OBLIGATIONS. The obligation of Sellers to
consummate the transactions contemplated by this Agreement is subject to the
satisfaction of the following conditions at or prior to the Closing:

                  (a) The representations and warranties made in Article VI
hereof shall be true and correct in all material respects at and as of the
Closing Date as though then made and as though the Closing Date was substituted
for the date of this Agreement throughout such representations and warranties,
and Buyer shall have performed in all material respects all the covenants and
agreements required to be performed by Buyer hereunder prior to the Closing;

                  (b) No suit, action or other proceeding shall be pending
before any court or governmental or regulatory official, body or authority
wherein an unfavorable injunction, judgment, order, decree or ruling would (i)
prevent consummation of the transactions contemplated by this Agreement or (ii)
cause the transactions contemplated by this Agreement to be rescinded following
consummation, and no such injunction, judgment, order, decree or ruling shall be
in effect;

                  (c) Buyer and the Escrow Agent shall have executed and
delivered the Escrow Agreement, and the Escrow Agreement shall be in full force
and effect as of the Closing;

                  (d) Buyer shall have executed and delivered the Stockholders
Agreement, and the Stockholders Agreement shall be in full force and effect as
of the Closing;

                  (e) Buyer shall have executed and delivered the Registration
Agreement, and the Registration Agreement shall be in full force and effect as
of the Closing;


                                       14



                  (f) Buyer shall have executed and delivered the Executive
Purchase Agreement, and the Executive Purchase Agreement shall be in full force
and effect as of the Closing;

                  (g) At the Closing, Buyer shall have delivered to the Seller
Representative (i) a certificate signed by Buyer, dated the date of the Closing,
stating that the conditions specified in subsection (a) through (f) above have
been satisfied, (ii) certified copies of the resolutions of Buyer's board of
directors authorizing the execution, delivery and performance of this Agreement
and the other agreements contemplated hereby and the consummation of the
transactions contemplated hereby and thereby and (iii) such other documents or
instruments as are required to be delivered by Buyer at the Closing pursuant to
the terms hereof or that Sellers reasonably request prior to the Closing Date to
effect the transactions contemplated hereby;

                  (h) Sellers shall have received from Kirkland & Ellis, counsel
for Buyer, an opinion with respect to the matters set forth in EXHIBIT G
attached hereto, which shall be addressed to the Sellers, dated as of the
Closing Date and in a form reasonably satisfactory to Sellers;

                  (i) The Craigs and the Company shall have received or obtained
all governmental and regulatory consents, approvals, licenses and authorizations
that are necessary for the consummation of the transactions contemplated hereby
(including any required approvals from the State of New Mexico), in each case on
terms and conditions reasonably satisfactory to the Craigs; and

                  (j) The Company and Linc.net shall have executed and delivered
the Employment Agreements, and the Employment Agreements shall be in full force
and effect as of the Closing.

                  All proceedings to be taken by Buyer in connection with the
consummation of the transactions contemplated hereby and all documents required
to be delivered by Buyer to effect the transactions contemplated hereby
reasonably requested by Sellers or the Seller Representative shall be reasonably
satisfactory in form and substance to Sellers and their counsel. Any condition
specified in this Section 3.2 may be waived if such waiver is set forth in a
writing duly executed by Sellers.

                                   ARTICLE IV

                             [Intentionally Omitted]


                                      15




                                    ARTICLE V

                   REPRESENTATIONS AND WARRANTIES CONCERNING
                             THE COMPANY AND SELLERS

         With respect to Article V of the Agreement, any reference to Seller or
Sellers does not include the Community Foundation of North Texas. As a material
inducement to Buyer to enter into this Agreement and consummate the transactions
contemplated hereby, each of Sellers and the Company hereby jointly and
severally represent and warrant to Buyer that:

         5.1 CAPACITY, ORGANIZATION, CORPORATE POWER AND LICENSES. The Company
is a corporation duly organized, validly existing and in good standing under the
laws of the State of New Mexico and is qualified to do business in every
jurisdiction in which the failure to so qualify would have a Material Adverse
Effect. The Company possesses all requisite corporate power and authority and
all material licenses, permits and authorizations necessary to own and operate
its properties, to carry on its businesses as now conducted and presently
proposed to be conducted and to carry out the transactions contemplated by this
Agreement. The copies of the Company's charter documents and bylaws as currently
in effect which have been made available to the Buyer's special counsel reflect
all amendments made thereto at any time prior to the date of this Agreement and
are correct and complete. Each Seller has full power, authority and legal
capacity to enter into this Agreement and the other documents contemplated
hereby to which such Seller is a party and to perform his obligations hereunder
and thereunder. The minute books (containing the records of meetings) and the
ownership record books, if any, of the Company are correct and complete in all
material respects. The Company is not in default under or in violation of any
provision of their organizational and governance documents. The attached
OFFICERS AND DIRECTORS SCHEDULE sets forth a list all of the officers and
directors of the Company.

         5.2 CAPITAL STOCK AND RELATED MATTERS. As of the Closing, the
authorized capital stock of the Company shall consist of the number of shares of
Common Stock set forth in the SCHEDULE OF SELLERS. The Company does not have
outstanding any stock or securities convertible or exchangeable for any shares
of its capital stock or containing any profit participation features, nor shall
it have outstanding any rights or options to subscribe for or to purchase its
capital stock or any stock or securities convertible into or exchangeable for
its capital stock or any stock appreciation rights or phantom stock plans. As of
the Closing, the Company shall not be subject to any obligation (contingent or
otherwise) to repurchase or otherwise acquire or retire any shares of its
capital stock or any warrants, options or other rights to acquire its capital
stock. As of the Closing, all of the outstanding shares of the Company's capital
stock shall be validly issued, fully paid and nonassessable and are held of
record by the respective Shareholders as set forth in the SCHEDULE OF SELLERS.
The Company has not violated any federal or state securities laws in connection
with the offer, sale or issuance of its securities. There are no voting trusts,
proxies, or other agreements or understandings with respect to the voting of the
capital stock of the Company. Each of the Sellers holds of record and owns
beneficially the number of Shares set forth next to his or her name on the
SCHEDULE OF SELLERS free and clear of any Liens or Encumbrances. Each of the
Sellers is not a party to any option, warrant,


                                      16



purchase right, or other contract or commitment that could require the Seller
to sell, transfer, or otherwise dispose of any capital stock of the Company
(other than this Agreement). Each of the Sellers is not a party to any voting
trust, proxy, or other agreement or understanding with respect to the voting
of any capital stock of the Company.

         5.3 AUTHORIZATION; NONCONTRAVENTION. The execution, delivery and
performance of this Agreement and all of the other agreements and instruments
contemplated hereby to which the Company is a party have been duly authorized by
the Company, and no other act or other proceeding on the part of the Company is
necessary to authorize the execution, delivery or performance of this Agreement
or the other agreements contemplated hereby and the consummation of the
transactions contemplated hereby or thereby. This Agreement has been duly
executed and delivered by the Company and Sellers and constitutes a valid and
binding obligation of the Company and Sellers, enforceable in accordance with
its terms, and each of the other agreements and instruments contemplated hereby
to which the Company or any Seller is a party, when executed and delivered by
the Company or such Seller(s), as applicable, in accordance with the terms
hereof and thereof, shall each constitute a valid and binding obligation of such
Person, enforceable in accordance with its respective terms. Except as set forth
on the attached RESTRICTIONS SCHEDULE, the execution and delivery by the Company
and Sellers of this Agreement and all of the other agreements and instruments
contemplated hereby to which the Company or any Seller(s) is a party and the
fulfillment of and compliance with the respective terms hereof and thereof by
the Company and Sellers do not and shall not (a) conflict with or result in a
breach of the terms, conditions or provisions of, (b) constitute a default under
(whether with or without the passage of time, the giving of notice or both), (c)
result in the creation of any Lien upon the Company's capital stock or assets
pursuant to, (d) give any third party the right to modify, terminate or
accelerate any obligation under, (e) result in a violation of, or (f) require
any authorization, consent, approval, exemption or other action of or by or
notice or declaration to, or filing with, any third party or any court or
administrative or governmental body or agency pursuant to, the Company's
organizational documents, or any law, statute, rule or regulation to which the
Company or any Seller is subject, or any agreement, instrument, license, permit,
order, judgment or decree to which the Company or any Seller is subject. Neither
the Company nor any Seller is a party to or bound by any written or oral
agreement or understanding with respect to a Company Transaction other than this
Agreement, and each such Person has terminated all discussions with third
parties (other than with Buyer and its Affiliates) regarding Company
Transactions.

         5.4 SUBSIDIARIES. The Company does not have and never has had any
Subsidiaries.

         5.5 FINANCIAL STATEMENTS. Attached hereto as the FINANCIAL STATEMENTS
SCHEDULE are the following financial statements:

                  (a) the audited balance sheet of the Company as of June 30,
1999 and the reviewed balance sheet of the Company as of June 30, 1998 and June
30, 1997, and the related statements of income and cash flows (or the
equivalent) for the fiscal years then ended; and


                                      17





                  (b) the unaudited combined balance sheet of the Company as of
April 30, 2000 (the "LATEST BALANCE SHEET"), and the related statements of
income and cash flows (or the equivalent) for the three-month period then ended.

Each of the foregoing Financial Statements (including in all cases the notes
thereto, if any) is accurate and complete, is consistent with the books and
records of the Company (which, in turn, are accurate and complete), fairly
presents the financial condition and operating results of the Company and has
been prepared in accordance with GAAP consistently applied throughout the
periods covered thereby (except for GAAP omissions as are noted on the FINANCIAL
STATEMENTS SCHEDULE), subject in the case of the unaudited financial statements
to the absence of footnote disclosures and normal year end adjustments (none of
which footnote disclosures or adjustments would, alone or in the aggregate, be
materially adverse to the business, operations, assets, liabilities, financial
condition, operating results, value, cash flow or net worth of the Company taken
as a whole).

         5.6 ACCOUNTS RECEIVABLE. Except as set forth on the attached ACCOUNTS
RECEIVABLE SCHEDULE, all accounts and notes receivable reflected on the Latest
Balance Sheet and all accounts and notes receivable to be reflected on the
Closing Balance Sheet (net of allowances for doubtful accounts as reflected
thereon and as determined in accordance with GAAP) are or shall be valid
receivables arising in the ordinary course of business and are or shall be
current and collectible at the aggregate recorded amount therefor as shown on
the Latest Balance Sheet and on the Closing Balance Sheet, as the case may be
(net of allowances for doubtful accounts as reflected thereon and as determined
in accordance with GAAP). Except as set forth on the attached ACCOUNTS
RECEIVABLE SCHEDULE, no Person has any Lien on such receivables or any part
thereof, and no agreement for deduction, free goods, discount or other deferred
price or quantity adjustment has been made with respect to any such receivables.

         5.7 INVENTORY. All of the Company's inventory consists of a quantity
and quality usable and salable in the ordinary course of business consistent
with past practice, is not obsolete, defective, damaged or slow-moving, is
merchantable and fit for its intended use, and is being actively marketed in
normal commercial channels and in normal commercial quantities, subject only to
the reserves for inventory write-down set forth on the face of the Latest
Balance Sheet and the Closing Balance Sheet (rather than the notes thereto) and
as determined in accordance with GAAP.

         5.8 ABSENCE OF UNDISCLOSED LIABILITIES. Except as set forth on the
attached LIABILITIES SCHEDULE, the Company neither has nor will have any
obligation or liability (whether accrued, absolute, contingent, unliquidated or
otherwise, whether or not known to the Company, whether due or to become due and
regardless of when or by whom asserted) arising out of any transaction entered
at or prior to the date hereof, or any action or inaction at or prior to the
date hereof, or any state of facts existing at or prior to the date hereof,
other than (a) liabilities reflected on the Latest Balance Sheet, (b)
liabilities and obligations which have arisen after the date of the Latest
Balance Sheet in the ordinary course of business (none of which is a liability
for breach of contract, breach of warranty, tort, infringement, violation of
law, claim or lawsuit), (c) obligations under contracts and commitments
described on the attached CONTRACTS SCHEDULE or under contracts and commitments
entered into in the


                                      18



ordinary course of business consistent with past practice which are not
required to be disclosed on such Schedule pursuant to Section 5.12 below (but
not liabilities for any breach of any such contract or commitment occurring
on or prior to the Closing Date), and (d) other liabilities and obligations
expressly disclosed in the other Schedules referred to in this Article V.

         5.9 NO MATERIAL ADVERSE EFFECT. Since December 31, 1999, there has
occurred no fact, event or circumstance which has had or would reasonably be
expected to have a Material Adverse Effect. Since December 31, 1999, the Company
has conducted its business only in the ordinary course of business consistent
with past practice.

         5.10 ABSENCE OF CERTAIN DEVELOPMENTS. Except as set forth on the
attached DEVELOPMENTS SCHEDULE, since December 31, 1999, the Company has not:

                  (a) issued any notes, bonds or other debt securities or any
capital stock or other equity securities or any securities or rights
convertible, exchangeable or exercisable into any capital stock or other equity
securities;

                  (b) borrowed any amount or incurred or become subject to any
material liabilities, except commercial loan borrowing and current liabilities
incurred in the ordinary course of business and consistent with past practice;

                  (c) discharged or satisfied any material Lien or paid any
material obligation or liability, other than current liabilities or commercial
loan borrowings paid in the ordinary course of business;

                  (d) declared, set aside or made any payment or distribution of
cash (including so-called "tax distributions") or other property to any of its
shareholders with respect to such shareholder's capital stock or otherwise, or
purchased, redeemed or otherwise acquired any shares of its capital stock or
other equity securities (including any warrants, options or other rights to
acquire its capital stock or other equity);

                  (e) mortgaged or pledged any of its properties or assets or
subjected them to any Lien, except for Permitted Liens;

                  (f) sold, assigned, transferred, leased, licensed or otherwise
encumbered any of its tangible assets, except in the ordinary course of business
consistent with past practice, or canceled any material debts or claims;

                  (g) sold, assigned, transferred, leased, licensed or otherwise
encumbered any Intellectual Property Rights, disclosed any proprietary
confidential information to any Person (other than to Buyer and its Affiliates
and other than in the ordinary course of business consistent with past practice
in circumstances in which it has imposed reasonable confidentiality
restrictions), or abandoned or permitted to lapse any Intellectual Property
Rights;


                                      19



                  (h) made or granted any bonus or any wage or salary increase
to any employee or group of employees (other than any wage or salary increase to
any employee of the Company whose annual compensation is less than $50,000 in
the ordinary course of business and consistent with past practice and except as
required by pre-existing contracts described on the attached CONTRACTS
SCHEDULE), or made or granted any increase in any employee benefit plan or
arrangement, or amended or terminated any existing employee benefit plan or
arrangement or adopted any new employee benefit plan or arrangement;

                  (i) suffered any extraordinary losses or waived any rights of
material value (whether or not in the ordinary course of business or consistent
with past practice) in excess of $25,000 in the aggregate;

                  (j) made capital expenditures or commitments therefor that
amount in the aggregate to more than $25,000;

                  (k) delayed or postponed the payment of any accounts payable
or commissions or any other liability or obligation or agreed or negotiated with
any party to extend the payment date of any accounts payable or commissions or
any other liability or obligation or accelerated the collection of (or
discounted) any accounts or notes receivable;

                  (l) made any loans or advances to, guaranties for the benefit
of, or any Investments in, any Person (other than advances to the Company's
employees in the ordinary course of business consistent with past practice);

                  (m) made any charitable contributions or pledges exceeding in
the aggregate $5,000 or made any political contributions;

                  (n) suffered any damage, destruction or casualty loss
exceeding in the aggregate $25,000, whether or not covered by insurance;

                  (o) made any change in any method of accounting or accounting
policies or made any write-down in the value of its inventory that is material
or that is other than in the usual, regular and ordinary course of business
consistent with past practice or reversed any accruals (whether or not in the
ordinary course of business or consistent with past practice);

                  (p) made any Investment in or taken any steps to incorporate
any Subsidiary;

                  (q) amended its articles of incorporation, by-laws or other
organizational documents;

                  (r) entered into any agreement or arrangement prohibiting or
restricting it from freely engaging in any business or otherwise restricting the
conduct of its business anywhere in the world;


                                      20



                  (s) taken any action or failed to take any action that has,
had or would reasonably be expected to have the effect of accelerating to
pre-Closing periods sales to the trade or other customers that would otherwise
be expected to occur after the Closing;

                  (t) entered into any contract other than in the ordinary
course of business consistent with past practice, entered into any other
material transaction, whether or not in the ordinary course of business or
consistent with past practice, or materially changed any business practice; or

                  (u) agreed, whether orally or in writing, to do any of the
foregoing.

         5.11 ASSETS.

                  (a) Except as set forth on the attached ASSETS SCHEDULE, the
Company has good and marketable title to, or a valid leasehold interest in, all
properties and assets used by it, located on its premises or shown on the Latest
Balance Sheet or acquired after the date thereof, free and clear of all Liens
(other than properties and assets disposed of for fair consideration in the
ordinary course of business since the date of the Latest Balance Sheet and
except for Liens disclosed on the Latest Balance Sheet (including any notes
thereto) and Liens for current property taxes not yet due and payable and
Permitted Liens). The Company owns, has a valid leasehold interest in or has the
valid and enforceable right to use all assets, tangible or intangible, necessary
for the conduct of its business as presently conducted and as presently proposed
to be conducted. Except as set forth on the attached ASSETS SCHEDULE, the
Company's buildings (including all components of such buildings, structures and
other improvements), equipment, machinery, fixtures, improvements and other
tangible assets (whether owned or leased) are in good condition and repair
(ordinary wear and tear excepted) and are fit for use in the ordinary course of
the Company's business as presently conducted and as presently proposed to be
conducted. All such assets have been installed and maintained in all material
respects in accordance with all applicable laws, regulations and ordinances. The
attached ASSETS SCHEDULE sets forth and describes in reasonable detail the
actual out-of-pocket capital expenditures (as determined in accordance with
GAAP) made by the Company during the twelve months ended December 31, 1999 and
the three-months ended March 31, 2000.

                  (b) The LEASED REAL PROPERTY SCHEDULE attached hereto contains
a complete list of all real property leased or subleased by the Company
(individually "LEASED REAL PROPERTY" and collectively, the "LEASED REALTY"). The
Company has a valid leasehold interest in each Leased Real Property, subject to
Permitted Liens and other than oral leases. The Company has previously delivered
to Buyer's special counsel complete and accurate copies of each of the leases in
writing, or a summary of terms of any oral lease, for the Leased Realty (the
"REALTY LEASES"). With respect to each Realty Lease: (i) each written Realty
Lease is legal, valid, binding, enforceable and in full force and effect; (ii)
neither the Company nor any other party to the Realty Lease is in breach or
default, and no event has occurred which, with notice or lapse of time or both,
would constitute such a breach or default or permit termination, modification or
acceleration under the Realty Lease; (iii) no party to the Realty Lease has
repudiated any provision thereof; (iv) there are no disputes, oral agreements or
forbearance programs in effect as to the Realty Lease; (v) the Realty Lease has
not been modified in any respect,


                                       21




except to the extent that such modifications are disclosed by the documents
delivered to Buyer; and (vi) the Company has not assigned, transferred,
conveyed, mortgaged, deeded in trust or encumbered any interest in the Realty
Lease.

                  (c) OWNED PROPERTIES. The OWNED PROPERTIES SCHEDULE sets forth
a list of all owned U.S. real property and owned foreign real property
(collectively, the "OWNED REAL PROPERTY") used by the Company in the operation
of the Company's business. With respect to each such parcel of Owned Real
Property: (i) the Company has good and marketable fee simple title to such
parcel free and clear of all encumbrances, except Permitted Encumbrances; (ii)
there are no leases, subleases, licenses, concessions, or other agreements,
written or oral, granting to any person the right of use or occupancy of any
portion of such parcel; and (iii) there are no outstanding actions or rights of
first refusal to purchase such parcel (other than the right of the Buyer
pursuant to this Agreement), or any portion thereof or interest therein. There
are no proceedings in eminent domain or other similar proceedings pending or, to
the knowledge of Sellers, threatened, affecting any portion of the real
property. There exists no writ, injunction, decree, order or judgment
outstanding, nor any litigation, pending or threatened, relating to the
ownership, lease, use, occupancy or operation by any person of the real
property.

                  (d) CURRENT USE. The current use of the Owned Real Property
does not violate in any material respect any instrument of record or agreement
affecting such Owned Real Property. There is no violation of any covenant,
condition, restriction, easement, agreement or order of any governmental
authority having jurisdiction over any of the Owned Real Property that affects
such real property or the use or occupancy thereof. No damage or destruction has
occurred with respect to any of the Owned Real Property that, individually or in
the aggregate, has had or resulted in, or will have or result in, a significant
adverse effect on the operation of the Company's business.

                  (e) CONDITION AND OPERATION OF IMPROVEMENTS. All buildings and
all components of all buildings, structures and other improvements included
within the real property (the "IMPROVEMENTS"), including, without limitation,
the roofs and structural elements thereof and the heating, ventilation, air
conditioning, air pollution emission capture and abatement, plumbing,
electrical, mechanical, sewer, waste water and paving and parking equipment
systems and facilities included therein, are in good condition and repair and
adequate to operate such facilities as currently used, to the best of Sellers'
knowledge and belief, there are no facts or conditions affecting any of the
Improvements which would, individually or in the aggregate, interfere in any
significant respect with the use, occupancy or operation thereof as currently
used, occupied or operated or intended to be used, occupied or operated. There
are no structural deficiencies or, to the Seller's knowledge, latent defects
affecting any Improvements located upon the Owned Real Property. All water, gas,
electrical, steam, compressed air, telecommunication, sanitary and storm sewage
lines and systems and other similar systems serving the Owned Real Property are
installed and operating and are sufficient to enable the Owned Real Property to
continue to be used and operated in the manner currently being used and
operated, and any so-called hook-up fees or other associated charges have been
fully paid. Each such utility or other service is provided by a public or
private utility or service company and enters the Owned Real Property from an
adjacent public street or valid private easement owned by the supplier


                                       22



of such utility or other service. Each Improvement has direct access to a
public street adjoining the Owned Real Property on which such Improvement is
situated over the driveways and accessways currently being used in connection
with the use and operation of such Improvement and no existing accessway
crosses or encroaches upon any property or property interest not owned by the
Company and being conveyed to Buyer. No Improvement or portion thereof is
dependent for its access, operation or utility on any land, building or other
improvement not included in the real property.

                  (f) PERMITS. All certificates of occupancy, permits, licenses,
franchises, approvals and authorizations (collectively, the "REAL PROPERTY
PERMITS") of all governmental authorities having jurisdiction over the Owned
Real Property, required or appropriate to have been issued to the Company to
enable the Owned Real Property to be lawfully occupied and used for all of the
purposes for which it is currently occupied and used have been lawfully issued
and are, as of the date hereof, in full force and effect. Sellers have delivered
complete and correct copies of the Real Property Permits to the Buyer. Sellers
have not received or been informed by a third party of the receipt by it of any
notice from any governmental authority having jurisdiction over the real
property threatening a suspension, revocation, modification or cancellation of
any Real Property Permit and, to the best knowledge of Sellers, there is no
basis for the issuance of any such notice or the taking of any such action.

                  (g) COMPLIANCE WITH LAWS. The Owned Real Property is in full
compliance with all applicable building, zoning, subdivision and other land use
and similar laws affecting the real property (collectively, the "REAL PROPERTY
LAWS"), and Sellers have not received any notice of violation or claimed
violation of any Real Property Law. There is no pending or, to the best
knowledge of Seller, any anticipated change in any Real Property Law that will
have or result in a significant adverse effect upon the ownership, alteration,
use, occupancy or operation of the real property or any portion thereof. No
current use by the Company of the real property is dependent on a nonconforming
use or other approval from a governmental authority, the absence of which would
significantly limit the use of any of the properties or assets in the operation
of the business.

         5.12 CONTRACTS AND COMMITMENTS.

                  (a) Except as expressly contemplated by this Agreement or as
set forth on the attached CONTRACTS SCHEDULE, the Company is not a party to or
bound by any written or oral:

                           (i) pension, profit sharing, stock option, employee
stock purchase or other plan or arrangement providing for deferred or other
compensation to employees, former employees or consultants, or any other
employee benefit plan or arrangement, or any collective bargaining agreement or
any other contract with any labor union, or severance agreements, programs,
policies or arrangements;

                           (ii) contract for the employment of any officer,
individual employee or other Person on a full-time, part-time, consulting or
other basis or relating to loans to officers, directors or Affiliates;


                                      23





                           (iii) contract under which the Company has advanced
or loaned any other Person amounts in the aggregate exceeding $25,000;

                           (iv) agreement or indenture relating to borrowed
money or other Indebtedness or the mortgaging, pledging or otherwise placing a
Lien on any material asset or material group of assets of the Company;

                           (v) Guaranty;

                           (vi) lease or agreement under which the Company is
lessee of or holds or operates any property, real or personal, owned by any
other party, except for any lease of real or personal property under which the
aggregate annual rental payments do not exceed $25,000;

                           (vii) lease or agreement under which the Company is
lessor of or permits any third party to hold or operate any property, real or
personal, owned or controlled by the Company;

                           (viii) contract or group of related contracts with
the same party or group of affiliated parties the performance of which involves
consideration in the aggregate in excess of $25,000, other than purchase and
sales orders incurred in the ordinary course of business;

                           (ix) assignment, license, indemnification or
agreement with respect to any intangible property (including any Intellectual
Property Rights);

                           (x) warranty agreement with respect to its services
rendered or its products sold or leased;

                           (xi) agreement under which it has granted any Person
any registration rights (including demand or piggyback registration rights);

                           (xii) sales, distribution, supply or franchise
agreement;

                           (xiii) agreement with a term of more than six
months which is not terminable by the Company upon less than 30 days' notice
without penalty and involves a consideration in excess of $25,000 annually;

                           (xiv) contract regarding voting, transfer or other
arrangements related to the Company's capital stock or warrants, options or
other rights to acquire any of the Company's capital stock;

                           (xv) contract or agreement prohibiting it from freely
engaging in any business or competing anywhere in the world; or


                                       24



                           (xvi) any other agreement which is material to its
operations and business prospects or involves a consideration in excess of
$25,000 annually.

                  (b) All of the contracts, leases, agreements and instruments
set forth or required to be set forth on the CONTRACTS SCHEDULE are valid,
binding and enforceable in accordance with their respective terms and shall be
in full force and effect without penalty in accordance with their terms upon
consummation of the transactions contemplated hereby. Except as set forth on the
CONTRACTS SCHEDULE, (i) the Company has performed all obligations required to be
performed by it and is not in default under or in breach of nor in receipt of
any claim of default or breach under any contract, lease, agreement or
instrument to which the Company is subject; (ii) no event has occurred which
with the passage of time or the giving of notice or both would result in a
default, breach or event of noncompliance by the Company under any contract,
lease, agreement or instrument to which the Company is subject; (iii) the
Company has not any present expectation or intention of not fully performing all
such obligations; (iv) no partially-filled or unfilled customer purchase order
or sales order is subject to cancellation or any other material modification by
the other party thereto or is subject to any penalty, right of set-off or other
charge by the other party thereto for late performance or delivery; and (v)
neither the Company nor any Seller has knowledge of any breach or anticipated
breach by the other parties to any contract, lease, agreement, instrument or
commitment to which they are parties. The Company is not a party to any
contract, agreement or commitment the performance of which could reasonably be
expected to have a Material Adverse Effect.

                  (c) Buyer and Buyer's counsel have been supplied with or has
reviewed a true and correct copy of each of the written instruments, plans,
contracts and agreements and an accurate description of each of the oral
arrangements, contracts and agreements which are referred to on the attached
CONTRACTS SCHEDULE, together with all amendments, waivers or other changes
thereto.

         5.13 INTELLECTUAL PROPERTY RIGHTS.

                  (a) The attached INTELLECTUAL PROPERTY SCHEDULE contains a
complete and accurate list of all (i) patented or registered Intellectual
Property Rights owned or, to the Company's or any Seller's knowledge, used by
the Company, (ii) pending patent applications and applications for other
registrations of Intellectual Property Rights filed by or on behalf of the
Company, and (iii) material unregistered Intellectual Property Rights owned or
used by the Company. The attached INTELLECTUAL PROPERTY SCHEDULE also contains a
complete and accurate list of all licenses and other rights granted by the
Company to any third party with respect to any Intellectual Property Rights and
all licenses and other rights granted by any third party to the Company with
respect to any Intellectual Property Rights, in each case identifying the
subject Intellectual Property Rights. The Company owns and possesses all right,
title and interest to, or has the right to use pursuant to a valid and
enforceable license, all Intellectual Property Rights necessary for the
operation of the businesses of the Company as presently conducted and as
presently proposed to be conducted, free and clear of all Liens. Without
limiting the generality of the foregoing, the Company owns and possesses all
right, title and interest in and to all Intellectual Property Rights created or
developed by the Company's employees and independent contractors or under the
direction or supervision of the Company's employees or independent


                                      25




contractors relating to the businesses of the Company or to the actual or
demonstratively anticipated research or development conducted by the Company.
Except as set forth on the attached INTELLECTUAL PROPERTY SCHEDULE, the loss
or expiration of any Intellectual Property Right or related group of
Intellectual Property Rights owned or used by the Company have not had and
would not reasonably be expected to have a Material Adverse Effect, and no
loss or expiration of any Intellectual Property Right is threatened, pending
or, to the Company's or any Seller's knowledge, reasonably foreseeable. The
Company has taken all necessary steps to maintain and protect the
Intellectual Property Rights which it owns and uses. To the Company's and
Sellers' knowledge, the owners of any Intellectual Property Rights licensed
to the Company have taken commercially reasonable action to maintain and
protect the Intellectual Property Rights which are subject to such licenses.

                  (b) Except as set forth on the attached INTELLECTUAL PROPERTY
SCHEDULE, (i) there have been no claims made against the Company asserting the
invalidity, misuse or unenforceability of any of the Intellectual Property
Rights owned or used by the Company and, to the Company's and each Seller's
knowledge, there is no basis for any such claim, (ii) neither the Company nor
any Seller has received any notices of, and has no knowledge of any facts which
indicate a likelihood of, any infringement or misappropriation by, or conflict
with, any third party with respect to any Intellectual Property Rights
(including any demand or request that the Company license any rights from a
third party), (iii) the conduct of the Company's business has not infringed,
misappropriated or conflicted with and does not infringe, misappropriate or
conflict with any Intellectual Property Rights of other Persons, and (iv) to the
Company's and each Seller's knowledge, the Intellectual Property Rights owned by
or licensed to the Company have not been infringed, misappropriated or
conflicted by other Persons. The transactions contemplated by this Agreement
will not have a Material Adverse Effect on the Company's right, title or
interest in and to the Intellectual Property Rights listed on the INTELLECTUAL
PROPERTY SCHEDULE and all of such Intellectual Property Rights shall be owned or
available for use by the Company on identical terms and conditions immediately
after the Closing.

                  (c) Except as disclosed on the INTELLECTUAL PROPERTY SCHEDULE,
to the knowledge of the Sellers and the Company, none of the computer software,
computer firmware, computer hardware (whether general or special purpose) or
other similar or related computer systems or software that are used or relied on
by Company in the conduct of its business will malfunction, will cease to
function, will generate incorrect data or will produce incorrect results when
processing, providing or receiving (i) date-related data from, into and between
the twentieth and twenty-first centuries or (ii) date-related data in connection
with any valid date in the twentieth and twenty-first centuries.

         5.14 LITIGATION. Except as set forth on the attached LITIGATION
SCHEDULE, there are no (and, during the five years preceding the date hereof,
there have not been any) actions, suits, proceedings (including any arbitration
proceedings), orders, investigations or claims pending or, to the Company's or
any Seller's knowledge, threatened against or affecting the Company (or to the
Company's or any Seller's knowledge, pending or threatened against or affecting
any of the officers, directors or employees of the Company with respect to their
business or proposed business activities), or pending or threatened by the
Company against any Person, at law or in equity, or before or by any
governmental department, commission, board, bureau, agency or instrumentality
(including any actions, suits,


                                       26




proceedings or investigations with respect to the transactions contemplated
by this Agreement); the Company is not subject to any arbitration proceedings
under collective bargaining agreements or otherwise or any governmental
investigations or inquiries; and, to the Company's or any Seller's knowledge,
there is no basis for any of the foregoing. The foregoing includes, without
limitation, actions pending or threatened involving the prior employment of
any of the Company's employees, their use in connection with the Company's
business of any information or techniques allegedly proprietary to any of
their former employers or their obligations under any agreements with prior
employers. The Company is fully insured with respect to each of the matters
set forth on the attached LITIGATION SCHEDULE. The Company is not subject to
any judgment, order or decree of any court or other governmental agency, and
the Company has not received any opinion or memorandum or advice from legal
counsel to the effect that it is exposed, from a legal standpoint, to any
material liabilities. There are no actions, suits, proceedings (including any
arbitration proceedings), orders, investigations or claims pending or, to the
Company's or any Seller's knowledge, threatened against or affecting any
Seller in which it is sought to restrain or prohibit or to obtain damages or
other relief in connection with the transactions contemplated hereby.

         5.15 COMPLIANCE WITH LAWS. Except as set forth on the attached
COMPLIANCE SCHEDULE:

                  (a) The Company has complied and is in compliance with all
applicable laws, ordinances, codes, rules, requirements and regulations of
foreign, federal, state and local governments and all agencies thereof relating
to the operation of its business and the maintenance and operation of its
properties and assets. No notices have been received by and no claims have been
filed against the Company alleging a violation of any such laws, ordinances,
codes, rules, requirements or regulations. The Company has not made any bribes,
kickback payments or other similar payments of cash or other consideration,
including payments to customers or clients or employees of customers or clients
for purposes of doing business with such Persons.

                  (b) The Company holds and is in compliance with all permits,
licenses, bonds, approvals, certificates, registrations, accreditations and
other authorizations of all foreign, federal, state and local governmental
agencies required for the conduct of its business and the ownership of its
properties (including as the same relate to Environmental and Safety
Requirements and International Trade Laws and Regulations), and the attached
PERMITS SCHEDULE sets forth a list of all of such material permits, licenses,
bonds, approvals, certificates, registrations, accreditations and other
authorizations. No notices have been received by the Company alleging the
failure to hold any of the foregoing. All of such permits, licenses, bonds,
approvals, accreditations, certificates, registrations and authorizations will
be available for use by the Company immediately after the Closing.

         5.16 ENVIRONMENTAL AND SAFETY MATTERS. Except as set forth on the
attached ENVIRONMENTAL SCHEDULE:

                  (a) The Company has complied with and is in compliance with
all Environmental and Safety Requirements, including, without limitation, all
permits and licenses required thereunder. The Company has not received any
oral or written notice, report or information regarding any actual

                                      27



or alleged violation of Environmental and Safety Requirements or any
liabilities or potential liabilities (contingent or otherwise), including any
investigation, correction or remedial obligations relating to it or its
facilities arising under Environmental and Safety Requirements.

                  (b) Neither this Agreement nor the consummation of the
transactions contemplated hereby will result in any obligations for site
investigation or cleanup, or notification to or consent of any government
agencies or third parties under any Environmental and Safety Requirements
(including any so called "transaction-triggered" or "responsible property
transfer" laws and regulations).

                  (c) To the knowledge of the Sellers and the Company, none of
the following exists at any property or facility owned, occupied or operated by
the Company: (i) underground storage tanks; (ii) asbestos-containing material in
any form or condition; (iii) materials or equipment containing polychlorinated
biphenyls; or (iv) landfills, surface impoundments or other disposal areas.

                  (d) Neither the Company nor any of their respective
predecessors or Affiliates has treated, stored, disposed of, arranged for or
permitted the disposal of, transported, handled or released any substance
(including any hazardous substance) or owned, occupied or operated any facility
or property (and no such property or facility is contaminated by any such
substance) in a manner that has given or could give rise to any liabilities
(including any liability for response costs, corrective action costs, personal
injury, natural resource damages, property damage or attorneys fees or any
investigative, corrective or remedial obligations) pursuant to CERCLA or any
other Environmental and Safety Requirements.

                  (e) The Company has not, either expressly or by operation of
law, assumed or undertaken any liability or corrective, investigatory or
remedial obligation of any other Person relating to any Environmental and Safety
Requirements.

                  (f) The Company has furnished to the Buyer all environmental
audits, reports and other material environmental documents relating to the
Company and any of its facilities, which are in its possession, custody or
control.

         5.17 EMPLOYEES. The attached EMPLOYEES SCHEDULE correctly sets forth
the name and current annual salary of each of the Company's employees receiving
more than $50,000 in annual compensation and whether any employees are absent
from active employment, including, but not limited to, leave of absence or
disability. Except as set forth on the attached EMPLOYEES SCHEDULE, (a) the
Company is not aware that any executive or key employee of the Company or any
group of employees of the Company have any plans to terminate employment with
the Company; (b) the Company has complied with all laws relating to the
employment of labor (including provisions thereof relating to wages, hours,
equal opportunity, collective bargaining and the payment of social security and
other Taxes), and the Company is not aware that it has any labor relations
problems (including any union organization activities, threatened or actual
strikes or work stoppages or material grievances); and (c) neither the Company
nor, to the best of the Company's or any Seller's knowledge, any of its
employees are subject to any noncompete, nondisclosure, confidentiality,
employment, consulting or


                                       28



similar agreements relating to, affecting or in conflict with the present or
proposed business activities of the Company, except for agreements between
the Company and its present and former employees. The EMPLOYEES SCHEDULE sets
forth the bonuses paid and reasonably expected to be paid to the Company's
officers and employees during 2000.

         5.18 EMPLOYEE BENEFIT PLANS.

                  (a) The attached EMPLOYEE BENEFITS SCHEDULE sets forth an
accurate and complete list of each "employee benefit plan" (as such term is
defined in Section 3(3) of ERISA) and each other employee benefit plan, program
or arrangement providing benefits to current or former employees (including any
bonus plan, plan for deferred compensation, retirement, severance, sick leave,
employee health or other welfare benefit plan or other arrangement), at any time
maintained, sponsored, or contributed to by the Company, or with respect to
which the Company has any liability or potential liability. Each such item
listed on the attached EMPLOYEE BENEFITS SCHEDULE is referred to herein as a
"PLAN."

                  (b The Company does not have any obligation to contribute to
(or any other liability, including current or potential withdrawal liability,
with respect to) any "multi employer plan" (as defined in Section 3(37) of
ERISA) or any employee benefit plan which is a "defined benefit plan" (as
defined in Section 3(35) of ERISA), whether or not terminated.

                  (c) The Company does not have any obligation under any Plan or
otherwise to provide medical, health, life insurance or other welfare-type
benefits to current or future retired or terminated employees (except for
limited continued medical benefit coverage required to be provided under Section
4980B of the Code or as required under applicable state law).

                  (d) Except as set forth on the EMPLOYEE BENEFITS SCHEDULE
under the heading "Profit Sharing Plans," the Company does not maintain,
contribute to or have any liability or potential liability under (or with
respect to) any employee benefit plan which is a "defined contribution plan" (as
defined in Section 3(34) of ERISA), whether or not terminated.

                  (e) For purposes of this Section 5.18, the term "Company"
includes all entities treated as a single employer with the Company pursuant to
Section 414 of the Code.

                  (f) With respect to the Plans, all required or recommended (in
accordance with historical practices) payments, premiums, contributions,
reimbursements or accruals for all periods ending prior to or as of the Closing
shall have been made or properly accrued on the Latest Balance Sheet. None of
the Plans has any unfunded liabilities which are not reflected on the Latest
Balance Sheet.

                  (g) The Plans and all related trusts, insurance contracts and
funds have been maintained, funded and administered in compliance in all
material respects with their terms and with the applicable provisions of ERISA,
the Code and other applicable laws. Neither the Company nor,


                                       29



to the knowledge of the Sellers, any trustee or administrator of any Plan has
engaged in any transaction with respect to the Plans which would subject the
Company or any trustee or administrator of the Plans, or any party dealing
with any such Plan, nor do the transactions contemplated by this Agreement
constitute transactions which would subject any such party, to either a civil
penalty assessed pursuant to Section 502(i) of ERISA or the tax or penalty on
prohibited transactions imposed by Section 4975 of the Code. No actions,
suits or claims with respect to the assets of the Plans (other than routine
claims for benefits) are pending or, to the Company's or any Seller's
knowledge, threatened which could result in or subject the Company to any
liability and there are no circumstances which would give rise to or be
expected to give rise to any such actions, suits or claims. No liability to
the Pension Benefit Guaranty Corporation or otherwise under Title IV of ERISA
has been or could be incurred by the Company.

                  (h) Each of the Plans which is intended to be qualified under
Section 401(a) of the Code has received a favorable determination from the
Internal Revenue Service that such plan is qualified under Section 401(a) of the
Code, and there are no circumstances which would adversely affect the qualified
status of any such Plan.

                  (i) The Company has provided Buyer with true and complete
copies of all documents pursuant to which the Plans are maintained, funded and
administered, and the most recent annual reports (Form 5500 and attachments) for
the Plans, and all such reports have been filed in a timely manner.

         5.19 INSURANCE. The attached INSURANCE SCHEDULE contains a description
of each insurance policy maintained by the Company with respect to its
properties, assets and businesses, and each such policy is in full force and
effect as of the Closing. The Company is not in default with respect to its
obligations under any insurance policy maintained by it, and the Company has not
been denied insurance coverage. Except as set forth on the INSURANCE SCHEDULE,
the Company does not have any self-insurance or co-insurance programs, and the
reserves set forth on the Latest Balance Sheet are adequate (and the reserves to
be set forth on the Company's books and records as of the Closing will be
adequate) to cover all anticipated liabilities with respect to any such
self-insurance or co-insurance programs.

         5.20 TAX MATTERS.

                  (a) The Company and each Affiliated Group has timely filed all
Tax Returns required to be filed by it, each such Tax Return has been prepared
in compliance with all applicable laws and regulations, and all such Tax Returns
are true and accurate. All Taxes due and payable by the Company have been paid
and the Company has withheld and paid over to the appropriate taxing authority
all Taxes which it is required to withhold from amounts paid or owing to any
employee, stockholder, creditor or other third party. All Taxes accrued but not
yet due are accrued on the Latest Balance Sheet and will be accrued on the
Closing Balance Sheet.

                  (b) Except as set forth on the attached TAXES SCHEDULE:


                                      30



                           (i) the Company has not requested or been granted an
extension of the time for filing any Tax Return which has not yet been filed;

                           (ii) the Company has not consented to extend to a
date later than the date hereof the time in which any Tax may be assessed or
collected by any taxing authority;

                           (iii) the Company has not been a member of an
Affiliated Group for any taxable period ending on or before December 31, 1999;

                           (iv) no deficiency or proposed adjustment which has
not been settled or otherwise resolved for any amount of Tax has been proposed,
asserted or assessed by any taxing authority against the Company;

                           (v) there is no action, suit, taxing authority
proceeding or audit now in progress, pending or, to the Company's or any
Seller's knowledge, threatened against or with respect to the Company;

                           (vi) the Company does not reasonably expect any
taxing authority to claim or assess any amount of additional Taxes;

                           (vii) no claim has ever been made by a taxing
authority in a jurisdiction where the Company does not file Tax Returns claiming
that the Company is or may be subject to Taxes assessed by such jurisdiction;

                           (viii) the Company has not made any election under
Section 341(f) of the Code (or any corresponding provision of state, local or
foreign income Tax law);

                           (ix) there are no Liens for Taxes (other than for
current Taxes not yet due and payable) upon the assets of the Company;

                           (x) the Company will not be required (A) as a result
of a change in method of accounting for a taxable period ending on or prior to
the Closing Date, to include any adjustment in taxable income for any taxable
period (or portion thereof) ending after the Closing Date, (B) as a result of
any "closing agreement," as described in Section 7121 of the Code (or any
corresponding provision of state, local or foreign income Tax law), to include
any item of income in, or exclude any item of deduction from, taxable income for
any taxable period (or portion thereof) ending after the Closing Date, (C) as a
result of any sale reported on the installment method, to include in taxable
income any amount from a sale in a taxable period ending on or prior to the
Closing Date, or (D) as a result of any prepaid amount received in a taxable
period ending on or prior to the Closing Date, to include in taxable income such
amount (or portion thereof) for any taxable period (or portion thereof) ending
after the Closing Date;


                                       31





                           (xi) the Company is not a party to or bound by any
Tax allocation or Tax sharing agreement and has no current or potential
contractual obligation to indemnify any other Person with respect to Taxes; and

                           (xii) Buyer will not be required to deduct and
withhold any amount pursuant to Section 1445(a) of the Code upon the transfer of
any cash or property pursuant to this Agreement.

                  (c) Each of the Sellers is a resident of the State of Texas.

         5.21 BROKERAGE AND TRANSACTION BONUSES. Except for brokerage fees set
forth on the attached BROKERAGE SCHEDULE, there are no claims for brokerage
commissions, finders' fees or similar compensation in connection with the
transactions contemplated by this Agreement based on any arrangement or
agreement binding upon any Seller or the Company. Except as set forth on the
attached TRANSACTION BONUSES SCHEDULE, there are no special bonuses or other
similar compensation payable to any employee of the Company in connection with
the transactions contemplated hereby. Sellers shall pay, and hold the Company,
Buyer and its Affiliates harmless against, any liability, loss or expense
(including reasonable attorneys' fees and out-of-pocket expenses) arising in
connection with any such claim or special bonus or other similar compensation.

         5.22 BANK ACCOUNTS. The BANK ACCOUNT SCHEDULE attached hereto lists all
of the Company's bank accounts (designating each authorized signatory and the
level of each signatory's authorization).

         5.23 NAMES AND LOCATIONS. Except as set forth on the attached NAMES AND
LOCATIONS SCHEDULE, during the five-year period prior to the execution and
delivery of this Agreement, neither the Company nor its predecessors has used
any name or names under which it has invoiced account debtors, maintained
records concerning its assets or otherwise conducted business. All of the
tangible assets and properties of the Company are located at the locations set
forth on the NAMES AND LOCATIONS SCHEDULE.

         5.24 AFFILIATE TRANSACTIONS. Except as set forth on the attached
AFFILIATED TRANSACTIONS SCHEDULE, no officer, director, shareholder, employee or
Affiliate of the Company or, to the Company's or any Seller's knowledge, any
individual related by blood, marriage or adoption to any such individual or any
entity in which any such Person or individual owns any beneficial interest, is a
party to any agreement, contract, commitment or transaction with the Company or
has any interest in any property used by the Company (including any Intellectual
Property Rights). The Company has not paid any fees, expenses or costs of the
type described in Section 8.6 below that are to be paid by Sellers pursuant to
Section 8.6 below.

         5.25 SERVICE WARRANTIES. To the Sellers' knowledge, all services
rendered by the Company have been in conformity in all material respects with
all applicable contractual commitments and all express and implied warranties,
and, to the Sellers' knowledge, the Company does not have any liability (and, to
the Company's or any Seller's knowledge, there is no reasonable basis for any
present or future action, suit, proceeding, hearing, investigation, charge,
complaint, claim or demand against


                                      32



it giving rise to any such liability) for curing or providing additional
services or other damages in connection therewith in excess of any warranty
reserve specifically established with respect thereto and included on the
face of the Latest Balance Sheet (rather than the notes thereto), to be
included on the Closing Balance Sheet or as may be set forth on the attached
WARRANTY SCHEDULE. To the Sellers' knowledge, no services rendered by the
Company are subject to any guaranty, warranty or other indemnity beyond the
applicable standard terms and conditions of such sale (including as a result
of any course of conduct between the Company and any Person or as a result of
any statements in any of the Company's service or promotional literature).
The attached WARRANTY SCHEDULE includes copies of such standard terms and
conditions of sale for the Company (containing applicable guaranty, warranty
and indemnity provisions). To the Sellers' knowledge, the Company has not
been notified of any claims for (and neither Sellers nor the Company has any
knowledge of any threatened claims for) any extraordinary warranty
obligations or additional services relating to any of its services.

         5.26 CUSTOMERS AND SUPPLIERS. The CUSTOMERS AND SUPPLIERS SCHEDULE
attached hereto sets forth (a) a list of the customers of the Company (on a
consolidated basis) (by volume of sales to such customers) and (b) a list of the
top ten suppliers of the Company (on a consolidated basis) (by volume of
purchases from such suppliers), for the fiscal year ended December 31, 1999 and
the three-month period ended March 31, 2000 and, with respect to such customers,
the committed volume of purchases by such customers for the fiscal year ending
December 31, 1999 and three-month period ended March 31, 2000 and prices related
thereto. The Company has not received any indication from any material customer
of the Company to the effect that, and the Company has no reason to believe
that, such customer will stop, materially decrease the rate of, or materially
change the terms (whether related to payment, price or otherwise) with respect
to, buying products from the Company (whether as a result of the consummation of
the transactions contemplated hereby or otherwise). The Company has not received
any indication from any material supplier to the Company to the effect that, and
the Company has no reason to believe that, such supplier will stop, materially
decrease the rate of, or materially change the terms (whether related to
payment, price or otherwise) with respect to, supplying materials, products or
services to the Company (whether as a result of the consummation of the
transactions contemplated hereby or otherwise).

         5.27 DISCLOSURE. Neither this Article V or any of the Exhibits or
Schedules attached hereto nor any of the written statements, documents,
certificates or other items prepared and supplied to Buyer or its Affiliates by
or on behalf of the Company or Sellers in connection with the transactions
contemplated hereby, when taken together as a whole, contain any untrue
statement of a material fact or omit a material fact necessary to make each
statement contained herein or therein, in light of the circumstances in which
they were made, not misleading. There is no fact which the Company has not
disclosed to Buyer in writing and of which any of its shareholders, officers,
directors or executive employees is aware which has had or would reasonably be
expected to have a Material Adverse Effect.


                                       33





                                   ARTICLE VI

                     REPRESENTATIONS AND WARRANTIES OF BUYER

         As an inducement to Sellers and the Company to enter into this
Agreement and consummate the transactions contemplated hereby, Buyer hereby
represents and warrants to Sellers and the Company as follows:

         6.1 ORGANIZATION AND POWER. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.
Buyer has all requisite corporate power and authority to execute and deliver
this Agreement and to perform its obligations hereunder.

         6.2 CAPITALIZATION. The authorized capital stock of Buyer consists of
1,500,000 shares of common stock, par value $0.01 per share, of which
881,349.813 shares of common stock are issued and outstanding immediately prior
to the date hereof and 150,000 shares of Series Preferred Stock par value $0.01
per share, of which 68,723.983 shares of Series A Preferred and 5,760 shares of
Series B Preferred are issued and outstanding immediately prior to the date
hereof. All of such capital stock has been validly issued, is fully paid and
nonassessable, and has not been issued in violation of any preemptive rights or
rights of refusal. There are no voting trusts, proxies or any other agreements
or understandings with respect to the voting of the capital stock of Buyer.
Buyer is not subject to any obligation (contingent or otherwise) to repurchase
or otherwise acquire or retire any shares of its capital stock.

         6.3 AUTHORIZATION. The execution, delivery and performance by Buyer of
this Agreement and the consummation of the transactions contemplated hereby have
been duly and validly authorized by Buyer and no other corporate act or
proceeding on the part of Buyer, its board of directors or stockholders is
necessary to authorize the execution, delivery or performance of this Agreement
and the consummation of the transactions contemplated hereby. This Agreement has
been duly executed and delivered by Buyer and this Agreement constitutes a valid
and binding obligation of Buyer, enforceable in accordance with its terms.

         6.4 NO VIOLATION. Buyer is not subject to nor obligated under its
certificate of incorporation or by-laws, or any applicable law, rule or
regulation of any governmental authority, or any agreement, instrument, license
or permit, or subject to any order, writ, injunction or decree, which would be
breached or violated by its execution, delivery or performance of this Agreement
or the consummation of the transactions contemplated hereby.

         6.5 GOVERNMENTAL AUTHORITIES AND CONSENTS. Except as set forth on the
BUYER CONSENT SCHEDULE attached hereto, no permit, consent, approval or
authorization of, or declaration to or filing with, any governmental or
regulatory authority or any other Person is required in connection with the
execution, delivery or performance of this Agreement by Buyer or the
consummation by Buyer of the transactions contemplated hereby.


                                       34





         6.6 LITIGATION. There are no actions, suits, proceedings, orders or
investigations pending or, to Buyer's knowledge, threatened against or affecting
Buyer, at law or in equity, or before or by any federal, state, municipal or
other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, which would adversely affect Buyer's
performance under this Agreement or the consummation of the transactions
contemplated hereby.

         6.7 BROKERAGE. Other than fees paid to Gateway Partners, Inc., there
are no claims for brokerage commissions, finders' fees or similar compensation
in connection with the transactions contemplated by this Agreement based on any
arrangement or agreement made by or on behalf of Buyer.

                                   ARTICLE VII

                             [Intentionally Omitted]


                                  ARTICLE VIII

                 ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING

         For purposes of Article VIII, any reference to Seller or Sellers does
not include the Community Foundation of North Texas.

         8.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties in this Agreement and the Schedules and Exhibits attached hereto
or in any writing delivered by any party to another party in connection with
this Agreement shall survive the Closing as follows:

                  (a) the representations and warranties in Section 5.15
(Compliance with Laws), Section 5.16 (Environmental and Safety Matters), Section
5.18 (Employee Benefits Plans) and Section 5.20 (Tax Matters) shall terminate
when the applicable statutes of limitations with respect to the liabilities in
question expire (after giving effect to any extensions or waivers thereof), PLUS
thirty (30) days;

                  (b) the representations and warranties in Section 5.2 (Capital
Stock and Related Matters; Title to Shares), the first two sentences of Section
5.3 (Authorization; Noncontravention), Section 5.21 (Brokerage and Transaction
Bonuses), Section 6.3 (Authorization) and Section 6.7 (Brokerage) shall not
terminate; and

                  (c) all other representations and warranties in this Agreement
and the Schedules and Exhibits attached hereto or in any writing delivered by
any party to another party in connection with this Agreement shall terminate on
the first anniversary of the Closing;


                                      35





PROVIDED THAT any representation or warranty in respect of which indemnity may
be sought under Section 8.2 below, and the indemnity with respect thereto, shall
survive the time at which it would otherwise terminate pursuant to this Section
8.1 if notice of the inaccuracy or breach or potential inaccuracy or breach
thereof giving rise to such right or potential right of indemnity shall have
been given to the party against whom such indemnity may be sought prior to such
time (regardless of when the Losses in respect thereof may actually be
incurred). The representations and warranties in this Agreement and the
Schedules and Exhibits attached hereto or in any writing delivered by any party
to another party in connection with this Agreement shall survive for the periods
set forth in this Section 8.1 and shall in no event be affected by any
investigation, inquiry or examination made for or on behalf of any party, or the
knowledge of any party's officers, directors, stockholders, employees or agents
or the acceptance by any party of any certificate or opinion hereunder.

         8.2   INDEMNIFICATION.

                  (a) INDEMNIFICATION BY SELLERS. Each of Sellers shall jointly
and severally indemnify Buyer and its Affiliates, stockholders, officers,
directors, employees, agents, partners, representatives, successors and assigns
(collectively, the "BUYER PARTIES") and save and hold each of them harmless
against and pay on behalf of or reimburse such Buyer Parties as and when
incurred for any loss, liability, demand, claim, action, cause of action, cost,
damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of
third-party claims (including interest, penalties, reasonable attorneys' fees
and expenses and all amounts paid in investigation, defense or settlement of any
of the foregoing) (collectively, "LOSSES"), which any such Buyer Party may
suffer, sustain or become subject to, as a result of, in connection with,
relating or incidental to or by virtue of: (i) any breach by the Company or any
Seller of any representation or warranty made by the Company or any Seller in
this Agreement or any of the Schedules or Exhibits attached hereto, or in any of
the certificates or other instruments or documents furnished by the Company or
any Seller pursuant to this Agreement; (ii) any nonfulfillment or breach of any
covenant or agreement by the Company or any Seller under this Agreement or any
of the Schedules and Exhibits attached hereto; (iii) any Taxes of the Company
with respect to any Tax year or portion thereof ending on or before the Closing
Date (with it being understood that, for purposes of this clause (iii) in the
case of any Taxes that are imposed on a periodic basis and are payable for a
Taxable period that includes (but does not end on) the Closing Date, the portion
of such Tax which relates to the portion of such Taxable period ending on the
Closing Date which shall be calculated in accordance with the provisions of
Section 8.11(b) hereof; or (iv) any violations of, or any liabilities or
investigatory, corrective or remedial obligations arising under, Environmental
and Safety Requirements with respect to the past or current properties,
facilities or operations of the Company, whether or not constituting a breach of
any representation or warranty hereunder and whether or not disclosed to Buyer
prior to the Closing Date or identified by Buyer or its agents or
representatives through their due diligence investigations prior to the Closing
Date, including without limitation all matters set forth on the IDENTIFIED
ENVIRONMENTAL MATTERS SCHEDULE attached hereto, except for any such violations,
liabilities, or obligations the facts or circumstances underlying which are
caused solely by the operation of the Company's business after the Closing Date;
PROVIDED THAT Sellers shall not have any liability under clause (i) above (other
than with respect to the representations and warranties contained in Section 5.2
(Capital Stock and Related Matters; Title to


                                      36



Shares), the first two sentences of Section 5.3 (Authorization;
Noncontravention), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and
Transaction Bonuses)) unless and until the aggregate of all Losses relating
thereto for which Sellers would, but for this proviso, be liable exceeds on a
cumulative basis an amount equal to $100,000 (and then Sellers shall be
liable for all such Losses in excess of the $100,000 threshold amount); and
PROVIDED FURTHER that Sellers' aggregate liability under this Section 8.2(a)
(other than for a breach of Sections 8.4 or 8.10 hereof) shall in no event
exceed the amount of the Purchase Price. Nothing in this Agreement shall
limit or restrict any of the Buyer Parties' right to maintain or recover any
amounts in connection with any action or claim based upon fraudulent
misrepresentation or deceit.

                  (b) INDEMNIFICATION BY BUYER. Buyer agree to and shall
indemnify Sellers and hold them harmless against any Losses which Sellers may
suffer, sustain or become subject to, as the result of, in connection with,
relating or incidental to or by virtue of the breach by Buyer of any
representation, warranty, covenant or agreement made by Buyer in this Agreement.

                  (c) MANNER OF PAYMENT. Except as otherwise provided herein,
any indemnification of the Buyer Parties or Sellers pursuant to this Section 8.2
shall be effected by wire transfer of immediately available funds from Sellers
or Buyer, as the case may be, to an account(s) designated by the applicable
Buyer Party or Sellers, as the case may be, within ten days after the
determination thereof. Any such indemnification payments shall include interest
at the Applicable Rate calculated on the basis of the actual number of days
elapsed over 360, from the date any such Loss is suffered or sustained to the
date of payment. Any amounts owing from Sellers pursuant to this Section 8.2
shall first be made to the extent possible from the Escrow Funds (as defined in
the Escrow Agreement) in the Escrow Account (as defined in the Escrow Agreement)
and thereafter shall be made directly by Sellers (i) in accordance with the
terms of this Section 8.2(c) and/or (ii) if the Buyer Parties have not been paid
any amounts determined to be owing to them within 30 days of the date due based
on a Final Determination or a settlement agreement between Buyer and Sellers,
then, at the option of Buyer, by delivery by Sellers to Buyer of a certificate
or certificates representing shares of Series A Preferred Stock of Buyer having
an aggregate value (based on the liquidation value plus accrued but unpaid
dividends thereon) equal to the amounts owing, duly endorsed in blank or
accompanied by duly executed stock powers; PROVIDED THAT amounts (if any) owing
from Sellers to any Buyer Party pursuant to Section 2.3 above shall be made from
the Escrow Funds only with the prior written consent of Buyer. All
indemnification payments under this Section 8.2 shall be deemed adjustments to
the Purchase Price set forth in Section 2.3(a) above.

                  (d) DEFENSE OF THIRD-PARTY CLAIMS. Any Person making a claim
for indemnification under this Section 8.2 (an "INDEMNITEE") shall notify the
indemnifying party (an "INDEMNITOR") of the claim in writing promptly after
receiving written notice of any action, lawsuit, proceeding, investigation or
other claim against it (if by a third party), describing the claim, the amount
thereof (if known and quantifiable) and the basis thereof; PROVIDED THAT the
failure to so notify an Indemnitor shall not relieve the Indemnitor of its
obligations hereunder except to the extent that (and only to the extent that)
such failure shall have caused the damages for which the Indemnitor is obligated
to be greater than such damages would have been had the Indemnitee given the
Indemnitor prompt notice


                                     37




hereunder. Any Indemnitor shall be entitled to participate in the defense of
such action, lawsuit, proceeding, investigation or other claim giving rise to
an Indemnitee's claim for indemnification at such Indemnitor's expense, and
at its option (subject to the limitations set forth below) shall be entitled
to assume the defense thereof by appointing a recognized and reputable
counsel acceptable to the Indemnitee to be the lead counsel in connection
with such defense; PROVIDED THAT:

                           (i) the Indemnitee shall be entitled to participate
in the defense of such claim and to employ counsel of its choice for such
purpose; PROVIDED THAT the fees and expenses of such separate counsel shall be
borne by the Indemnitee (other than any fees and expenses of such separate
counsel that are incurred prior to the date the Indemnitor effectively assumes
control of such defense which, notwithstanding the foregoing, shall be borne by
the Indemnitor but only to the extent of those fees and expenses incurred after
receipt by Indemnitor of notice of a claim as required herein);

                           (ii) the Indemnitor shall not be entitled to assume
control of such defense (unless otherwise agreed to in writing by the
Indemnitee) or shall relinquish control of such defense and in either case shall
pay the fees and expenses of counsel retained by the Indemnitee if (1) the claim
for indemnification relates to or arises in connection with any criminal or
quasi-criminal proceeding, action, indictment, allegation or investigation; (2)
the Indemnitee reasonably believes an adverse determination with respect to the
action, lawsuit, investigation, proceeding or other claim giving rise to such
claim for indemnification would be materially detrimental to or materially
injurious to the Indemnitee's reputation or future business prospects; (3) the
claim seeks an injunction or equitable relief against the Indemnitee; (4) the
Indemnitee has been advised by counsel that a reasonable likelihood exists of a
conflict of interest between the Indemnitor and the Indemnitee; (5) upon
petition by the Indemnitee, the appropriate court rules that the Indemnitor
failed or is failing to vigorously prosecute or defend such claim or (6) the
Indemnitor has indicated to the Indemnitee that it will not be responsible for
any material portion of the damages sought by the claim; and

                           (iii) if the Indemnitor shall control the defense of
any such claim, the Indemnitor agrees to vigorously defend such claim and to
obtain the prior written consent of the Indemnitee (which consent will not be
unreasonably withheld) before entering into any settlement of a claim or ceasing
to defend such claim; PROVIDED THAT prior written consent will not be necessary,
if pursuant to or as a result of such settlement or cessation, injunctive or
other equitable relief will be imposed against the Indemnitor (and not the
Indemnitee) or if such settlement expressly and unconditionally releases the
Indemnitee from all liabilities and obligations with respect to such claim, with
prejudice.

                           (iv) if the Indemnitee shall control the defense of
any such claim, the Indemnitee agrees to vigorously defend such claim and to
obtain the prior written consent of the Indemnitor (which consent will not be
unreasonably withheld) before entering into any settlement of a claim or ceasing
to defend such claim; PROVIDED THAT prior written consent will not be necessary,
if pursuant to or as a result of such settlement or cessation, injunctive or
other equitable relief will be imposed against the Indemnitee (and not the
Indemnitor) or if such settlement expressly and


                                      38



unconditionally releases the Indemnitor from all liabilities and obligations
with respect to such claim, with prejudice.

                  (e) CERTAIN WAIVERS; ETC. Each Seller hereby agrees that he or
she shall not make any claim for indemnification against Buyer, the Company or
any of their respective Affiliates by reason of the fact that such Seller is or
was a shareholder, director, officer, employee or agent of the Company or any of
its Affiliates or is or was serving at the request of the Company or any of its
Affiliates as a partner, trustee, director, officer, employee or agent of
another entity (whether such claim is for judgments, damages, penalties, fines,
costs, amounts paid in settlement, losses, expenses or otherwise and whether
such claim is pursuant to any statute, charter document, bylaw, agreement or
otherwise) with respect to any action, suit, proceeding, complaint, claim or
demand brought by any of the Buyer Parties against such Seller pursuant to this
Agreement or applicable law or otherwise, and each Seller hereby acknowledges
and agrees that he or she shall not have any claim or right to contribution or
indemnity from the Company or any of its Affiliates with respect to any amounts
paid by him or her pursuant to this Agreement or otherwise. Effective upon the
Closing, each Seller hereby irrevocably waives, releases and discharges the
Company and its Affiliates from any and all liabilities and obligations to him
or her of any kind or nature whatsoever, whether in his or her capacity as a
shareholder, officer or director of the Company or any of its Affiliates or
otherwise (including in respect of any rights of contribution or indemnification
but excluding compensation otherwise payable as an employee of the Company), in
each case whether absolute or contingent, liquidated or unliquidated, known or
unknown, and whether arising under any agreement or understanding (other than
this Agreement and any of the other agreements executed and delivered in
connection herewith) or otherwise at law or equity, and each Seller agrees that
he or she shall not seek to recover any amounts in connection therewith or
thereunder from the Company or any of its Affiliates. In no event shall the
Company or any of its Affiliates have any liability whatsoever to any Seller for
any breaches of the representations, warranties, agreements or covenants of the
Company hereunder, and in any event no Seller may seek contribution from the
Company or any of its Affiliates in respect of any payments required to be made
by a Seller pursuant to this Agreement.

         8.3 MUTUAL ASSISTANCE. Buyer, the Company and each of Sellers agree
that they will mutually cooperate in the expeditious filing of all notices,
reports and other filings with any governmental authority required to be
submitted jointly by the Company and Buyer in connection with the execution and
delivery of this Agreement and/or the other agreements contemplated hereby and
the consummation of the transactions contemplated hereby or thereby.

         8.4 NON-COMPETITION; NON-SOLICITATION.

                  (a) Each Seller hereby acknowledges that he or she is familiar
with the Company's trade secrets and with other Confidential Information. Each
Seller acknowledges and agrees that the Company would be irreparably damaged if
he or she were to provide services to or otherwise participate in the business
of any Person competing with the Company in a similar business and that any such
competition by such Seller would result in a significant loss of goodwill by the
Company. Each Seller further acknowledges and agrees that the covenants and
agreements set forth in this


                                       39




Section 8.4 were a material inducement to Buyer to enter into this Agreement
and to perform its obligations hereunder, and that Buyer and its stockholders
would not obtain the benefit of the bargain set forth in this Agreement as
specifically negotiated by the parties hereto if such Seller breached the
provisions of this Section 8.4. Therefore, each Seller agrees, in further
consideration of the amounts to be paid hereunder for the Shares and the
goodwill of the Company sold by Sellers, that until the fifth anniversary of
the Closing, such Seller shall not (and shall cause his Affiliates not to)
directly or indirectly own any interest in, manage, control, participate in
(whether as an officer, director, employee, partner, agent, representative or
otherwise), consult with, render services for, or in any other manner engage
anywhere in the Restricted Territories in any business engaged directly or
indirectly in the installation and construction of telecommunication and data
transmission networks or the provision of communications infrastructure
services; PROVIDED THAT nothing herein shall prohibit a Seller or a Seller's
Affiliate from being a passive owner of not more than 2% of the outstanding
stock of any class of a corporation which is publicly traded so long as none
of such Persons has any active participation in the business of such
corporation or an owner of Buyer or its Affiliates or their successors and
assigns. For purposes of this Agreement, "RESTRICTED TERRITORIES" shall mean
the United States of America. Each Seller acknowledges that the Company's
business has been conducted or is presently proposed to be conducted
throughout the Restricted Territories and that the geographic restrictions
set forth above are reasonable and necessary to protect the goodwill of the
Company's business being sold by Sellers pursuant to this Agreement.

                  (b) No Seller may (and each Seller shall cause his Affiliates
not to) directly, or indirectly through another Person, (i) induce or attempt to
induce any employee of the Company or any of its Affiliates, to leave the employ
of the Company or any of its Affiliates, or in any way interfere with the
relationship between the Company or any of its Affiliates and any employee
thereof, (ii) hire any person who was an employee of the Company or any of its
Affiliates, at any time during the six-month period immediately prior to the
date on which such hiring would take place (it being conclusively presumed by
the parties so as to avoid any disputes under this Section 8.4(b) that any such
hiring within such six-month period is in violation of clause (i) above), or
(iii) for so long as any Seller has continuing obligations under Section 8.4(a)
above, call on, solicit or service any customer, supplier, licensee, licensor or
other business relation of the Company or any of its Affiliates in order to
induce or attempt to induce such Person to cease doing business with the Company
or any of its Affiliates, or in any way interfere with the relationship between
any such customer, supplier, licensee or business relation and the Company or
any of its Affiliates (including making any negative statements or
communications about the Company or any of its Affiliates).

                  (c) If, at the time of enforcement of the covenants
contained in this Section 8.4 (the "RESTRICTIVE COVENANTS"), a court shall
hold that the duration, scope or area restrictions stated herein are
unreasonable under circumstances then existing, the parties agree that the
maximum duration, scope or area reasonable under such circumstances shall be
substituted for the stated duration, scope or area and that the court shall
be allowed and directed to revise the restrictions contained herein to cover
the maximum period, scope and area permitted by law. Each Seller has
consulted with legal counsel regarding the Restrictive Covenants and based on
such consultation has determined and hereby acknowledges that the Restrictive
Covenants are reasonable in terms of duration, scope and area

                                      40



restrictions and are necessary to protect the
goodwill of the Company's business and the substantial investment in the
Company made by Buyer hereunder. Each Seller further acknowledges and agrees
that the Restrictive Covenants are being entered into by him in connection
with the sale by such Seller of the Shares and the goodwill of the Company's
business pursuant to this Agreement and not directly or indirectly in
connection with such Seller's employment or other relationship with the
Company.

                  (d) If any Seller or an Affiliate of any Seller breaches, or
threatens to commit a breach of, any of the Restrictive Covenants, the Company
shall have the following rights and remedies, each of which rights and remedies
shall be independent of the others and severally enforceable, and each of which
is in addition to, and not in lieu of, any other rights and remedies available
to the Company or its Affiliates at law or in equity:

                           (i) the right and remedy to have the Restrictive
Covenants specifically enforced by any court of competent jurisdiction, it being
agreed that any breach or threatened breach of the Restrictive Covenants would
cause irreparable injury to the Company and that money damages would not provide
an adequate remedy to the Company; and

                           (ii) the right and remedy to require Sellers to
account for and pay over to the Company any profits, monies, accruals,
increments or other benefits derived or received by such Person as the result of
any transactions constituting a breach of the Restrictive Covenants.

                           (iii) In the event of any breach or violation by any
Seller of any of the Restrictive Covenants, the time period of such covenant
shall be tolled until such breach or violation is resolved.

         8.5 PRESS RELEASE AND ANNOUNCEMENTS. After the Closing, Buyer and
the Company may issue any press releases, announcements to the employees,
customers or suppliers of the Company or other releases of information related
to this Agreement or the transactions contemplated hereby without the consent of
any other party hereto.

         8.6 EXPENSES. Except as otherwise provided herein, Sellers and Buyer
shall pay all of their own respective fees, costs and expenses (including fees,
costs and expenses of legal counsel, investment bankers, brokers or other
representatives and consultants and appraisal fees, costs and expenses) incurred
in connection with the negotiation of this Agreement, the performance of its
obligations hereunder and the consummation of the transactions contemplated
hereby. In addition, Sellers shall pay all fees, costs and expenses of the
Company incurred in connection with the negotiation of this Agreement, the
performance of its obligations hereunder and the consummation of the
transactions contemplated hereby, and the Company shall not pay any fees, costs
or expenses (including legal and accounting fees, costs and expenses) arising in
connection with the transactions contemplated hereby if the transactions are
consummated. Notwithstanding the foregoing, the Company shall be entitled to pay
the fees and expenses of the Company and the Craigs in connection with the
transactions contemplated to the extent, but only to the extent, that after
paying such fees and


                                      41



expenses, the Closing Working Capital is greater than $2,400,000, the Closing
Net Worth is greater than $7,500,000 and the Closing Cash Amount is greater
than $200,000.

         8.7 SPECIFIC PERFORMANCE. Each of the Company, Sellers and Buyer
acknowledges and agrees that the other parties would be damaged irreparably in
the event any of the provisions of this Agreement is not performed in accordance
with its specific terms or is otherwise breached. Accordingly, each of the
Company, Sellers and Buyer agree that the other parties shall be entitled to an
injunction or injunctions to prevent breaches of the provisions of this
Agreement and to enforce specifically this Agreement and the terms and
provisions hereof in any action instituted in any court in the United States or
in any state having jurisdiction over the parties and the matter in addition to
any other remedy to which they may be entitled pursuant hereto.

         8.8 ARBITRATION PROCEDURE.

                  (a) Each of the Buyer and Sellers agree that the arbitration
procedure set forth below shall be the sole and exclusive method for resolving
and remedying claims for money damages arising out of the provisions this
Article VIII (the "DISPUTES") following the Closing; PROVIDED THAT nothing in
this Section 8.8 shall prohibit a party hereto from instituting litigation to
enforce any Final Determination (as defined below). The parties hereby
acknowledge and agree that, except as otherwise provided in this Section 8.8 or
in the Rules for Non-Administered Arbitration of Business Disputes (the "RULES")
promulgated by the Center for Public Resources Institute for Dispute Resolutions
(the "INSTITUTE") as in effect from time to time, the arbitration procedures and
any Final Determination hereunder shall be governed by, and shall be enforced
pursuant to, the United States Arbitration Act, 9 U.S.C. Section 1 ET. SEQ.

                  (b) In the event that any party asserts that there exists a
Dispute, such party shall deliver a written notice to each other party involved
therein specifying the nature of the asserted Dispute and requesting a meeting
to attempt to resolve the same. If no such resolution is reached within ten
business days after the delivery of such notice, the party delivering such
notice of Dispute (the "DISPUTING PERSON") may thereafter commence arbitration
hereunder by delivering to each other party involved therein a notice of
arbitration (a "NOTICE OF ARBITRATION"). Such Notice of Arbitration shall
specify the nature of any Dispute and any other matters required by the Rules as
in effect from time to time to be included therein. The Arbitrator shall permit
and facilitate such discovery as the party initiating such claim shall
reasonably request. Buyer and Sellers shall mutually agree upon one arbitrator
to resolve any Dispute pursuant to the procedures set forth in this Section 8.8
and the Rules.

                  (c) The arbitrator selected pursuant to Section 8.8(b) will
determine the allocation of the costs and expenses of arbitration based upon
the percentage which the portion of the contested amount not awarded to each
party bears to the amount actually contested by such party. For example, if
Buyer submit a claim for $1,000 and if Sellers contest only $500 of the
amount claimed by Buyer, and if the arbitrator ultimately resolves the
dispute by awarding Buyer $300 of the $500 contested, then the costs and
expenses of arbitration will be allocated 60% (i.e., 300 DIVIDED BY 500) to
Sellers and 40% (i.e., 200 DIVIDED BY 500) to Buyer.

                                       42



                  (d) The arbitration shall be conducted in Miami, Florida under
the Rules as in effect from time to time. The arbitrator shall conduct the
arbitration so that a final result, determination, finding, judgment and/or
award (the "FINAL DETERMINATION") is made or rendered as soon as practicable,
but in no event later than 90 business days after the delivery of the Notice of
Arbitration nor later than 10 days following completion of the arbitration. The
Final Determination shall be final and binding on all parties and there shall be
no appeal from or reexamination of the Final Determination, except for fraud,
perjury, evident partiality or misconduct by an arbitrator prejudicing the
rights of any party and to correct manifest clerical errors.

                  (e) Buyer or Sellers may enforce any Final Determination in
any state or federal court of competent jurisdiction. For the purpose of any
action or proceeding instituted with respect to any Final Determination, each
party hereto hereby irrevocably submits to the jurisdiction of such courts,
irrevocably consents to the service of process by registered mail or personal
service and hereby irrevocably waives, to the fullest extent permitted by law,
any objection which it may have or hereafter have as to personal jurisdiction,
the laying of the venue of any such action or proceeding brought in any such
court and any claim that any such action or proceeding brought in any court has
been brought in an inconvenient forum.

         8.9 FURTHER ASSURANCES. In the event that at any time after the
Closing any further action is necessary or desirable to carry out the purposes
of this Agreement, each of the parties hereto will take such further action
(including the execution and delivery of such further instruments and documents)
as any other party hereto reasonably may request. Sellers acknowledge and agree
that, from and after the Closing, Buyer will be entitled to possession of all
documents, books, records (including Tax records), agreements and financial data
of any sort relating to the Company. Sellers shall have access at reasonable
times and upon reasonable notice to the Company's books and records for
legitimate business or personal financial purposes.

         8.10 CONFIDENTIALITY. Each Seller agrees not to disclose or use at
any time (and each Seller shall cause each of his Affiliates not to use or
disclose at any time) any Confidential Information, except to the extent that
such disclosure or use is directly related to and required by the performance of
such Seller's duties to the Company as an officer or employee. Each Seller
further agrees to take all appropriate steps (and to cause each of his
Affiliates to take all appropriate steps) to safeguard such Confidential
Information and to protect it against disclosure, misuse, espionage, loss and
theft. In the event any Seller or any Affiliates of a Seller is required by law
to disclose any Confidential Information, Sellers shall promptly notify Buyer in
writing, which notification shall include the nature of the legal requirement
and the extent of the required disclosure, and Sellers shall cooperate with
Buyer and the Company to preserve the confidentiality of such information
consistent with applicable law.


                                      43






         8.11  TAX MATTERS

                  (a) TAX PERIODS ENDING ON OR BEFORE THE CLOSING DATE. Sellers
shall prepare or cause to be prepared and file or cause to be filed all Tax
Returns for the Company for all periods ending on or prior to the Closing Date
or for which the date of measurement for such Tax occurs prior to the Closing
Date which are filed after the Closing Date. All such Tax Returns shall be
prepared in accordance with past practice insofar as they relate to the Company.
Sellers shall permit Buyer to review and comment on each such Tax Return prior
to filing. Sellers shall reimburse Buyer for Taxes of Sellers and the Company
with respect to such periods within five (5) days prior to any payment by Buyer
or the Company of such Taxes to the extent such Taxes are not accrued as a
liability on the Closing Balance Sheet and used to determine the Purchase Price
pursuant to Section 2.3.

                  (b) TAX PERIODS BEGINNING BEFORE AND ENDING AFTER THE CLOSING
DATE. Buyer shall prepare or cause to be prepared and file or cause to be filed
any Tax Returns of the Company for Tax periods which begin before the Closing
Date and end after the Closing Date ("STRADDLE TAX RETURNS"). Buyer shall permit
Sellers to review and comment on each such Tax Return prior to filing. Any
portion of any Tax which must be paid in connection with the filing of a
Straddle Tax Return, to the extent attributable to any period or portion of a
period ending on or before the Closing Date, shall be referred to herein as
"PRE-CLOSING TAXES." Sellers shall pay to Buyer an amount equal to the
Pre-Closing Taxes due with any Straddle Tax Returns (to the extent such Taxes
are not accrued as a liability on the Closing Balance Sheet used to determine
the Purchase Price pursuant to Section 2.3) at least ten (10) days before Buyer
is required to cause to be paid the related Tax liability. Where the Pre-Closing
Taxes involve a period which begins before and ends after the Closing Date, such
Pre-Closing Taxes shall be calculated as though the taxable year of the Company
terminated as of the close of business on the Closing Date; PROVIDED, HOWEVER,
that in the case of a Tax not based on income, receipts, proceeds, profits or
similar items, Pre-Closing Taxes shall be equal to the amount of Tax for the
taxable period multiplied by a fraction, the numerator of which shall be the
number of days from the beginning of the taxable period through the Closing Date
and the denominator of which shall be the number of days in the taxable period.
All determinations necessary to give effect to the foregoing allocations shall
be made in a manner consistent with prior practice of the Company.
Notwithstanding the foregoing, it is agreed that any Texas franchise Tax imposed
on the Company for the calendar year 2001 privilege period (which will be based
upon the financial condition of the Company as of June 30, 2000) shall be paid
as follows: (i) that portion of the Texas franchise Tax attributable to the
earned surplus of the corporation for the period beginning on July 1, 1999,
through and including the Closing Date shall be treated as part of the Closing
Tax Liability under Section 2.3(a)(ii) and (ii) the balance of the franchise Tax
payable by the Company shall be the responsibility of the Company or Buyer, and
Sellers shall have no liability therefor.

                  (c)      COOPERATION ON TAX MATTERS.

                           (i) Sellers, the Company and Buyer shall cooperate
fully, as and to the extent reasonably requested by the other party, in
connection with the filing of Tax Returns pursuant to this Section 8.11 and any
audit, litigation or other proceeding with respect to Taxes. Such


                                       44



cooperation shall include signing any Tax Return, amended Tax Returns, claims
or other documents necessary to settle any Tax controversy, the retention and
(upon the other party's request) the provision of records and information
which are reasonably relevant to any such audit, litigation or other
proceeding and making employees available on a mutually convenient basis to
provide additional information and explanation of any material provided
hereunder. Sellers agree to retain all books and records with respect to Tax
matters pertinent to the Company relating to any taxable period beginning
before the Closing Date until the expiration of the statute of limitations
(and, to the extent notified by Buyer, any extensions thereof) of the
respective taxable periods, and to abide by all record retention agreements
entered into with any taxing authority and to give Buyer reasonable written
notice prior to transferring, destroying or discarding any such books and
records and, if the other party so requests, Buyer shall allow Sellers to
take possession of such books and records.

                           (ii) Buyer shall have the right to participate in
any Tax proceeding related to a pre-Closing Tax year of the Company which may
have the effect of increasing Buyer's or the Company's Tax liability for any Tax
period ending after the Closing, and Sellers shall not settle or compromise any
such proceeding without Buyer's prior written consent (which consent will not be
unreasonably withheld).

                           (iii) Buyer and Sellers further agree, upon
request by the other, to use their best efforts to obtain any certificate or
other document from any governmental authority or any other Person as may be
necessary to mitigate, reduce or eliminate any Tax that could be imposed
(including, but not limited to, with respect to the transactions contemplated
hereby).

                           (iv) Without the prior written consent (which shall
not be unreasonably withheld) of Buyer, neither any of Sellers nor the Company
shall make or change any election, change an annual accounting period, file any
amended Tax Return, enter into any closing agreement, settle any Tax claim or
assessment relating to the Company, surrender any right to claim a refund of
Taxes, or take any other similar action, or omit to take any action relating to
the filing of any Tax Return or the payment of any Tax, if such action or
omission would have the effect of increasing the present or future Tax liability
or decreasing any present or future Tax asset of the Company, Buyer or any
Affiliate of Buyer. Sellers shall notify Buyer of any consent to any extension
or waiver of the limitation period applicable to any Tax claim or assessment
relating to the Company within fifteen (15) days of making such consent or
waiver.

         8.12 GUARANTEES OF CAPITAL LEASES. The Craigs are personal
guarantors under certain capital leases (the "LEASES") in which Wells Fargo
Equipment Finance, Inc. is the Lessor (the "LESSOR") in connection with the
business conducted by the Company. Buyer will use reasonable best efforts to
negotiate with the Lessor of such Leases the release of the personal guarantees
of the Craigs. To the extent that the Lessor refuses to allow the release of
such guarantees, Buyer shall indemnify the Craigs for any payments that become
due and payable after the Closing with respect to such Leases; PROVIDED THAT
Buyer shall not be obligated to indemnify the Craigs if the circumstances giving
rise to such payment are the subject matter of, relate to or constitute a breach
of any of the representations,


                                      45




warranties or covenants of the Company or the Craigs in this Agreement with
respect to which the Buyer Parties would be entitled to indemnification
pursuant to Section 8.2 above.

         8.13  ENVIRONMENTAL PROCEDURES.

                  (a) As of the Closing Date, subject to the provisions of
Section 8.2(d), Buyer shall have Coordinating Authority (as defined below) with
respect to any matters listed on the Identified ENVIRONMENTAL MATTERS SCHEDULE
and to all other claims hereunder with respect to Environmental and Safety
Requirements. Seller shall be entitled, at its sole cost and expense, to
reasonably participate in the management of such matters or claims. Such
reasonable participation shall include, without limitation: (i) the right to
receive copies of all reports, workplans and analytical data submitted to
governmental agencies, all notices or other letters or documents received from
governmental agencies, any other documentation and correspondence materially
bearing on the environmental matter, and notices of material meetings; (ii) the
opportunity to attend and participate in such material meetings; (iii) the right
to reasonably consult with Buyer as Coordinating Authority with regard to all
aspects of the environmental matter; and (iv) the right to approve in advance
(such approval not to be unreasonably withheld or delayed) Buyer's selection of
any third party environmental consultant or contractor retained to perform
corrective action with respect to any environmental matter.

                  (b) Buyer as Coordinating Authority shall manage the matter in
good faith and in a responsible and reasonably cost effective manner, and any
activities conducted in connection therewith shall be undertaken promptly and
completed expeditiously using commercially reasonable efforts, subject to the
schedules and approvals required by the applicable governmental body. The
parties agree to reasonably cooperate with one another in connection with
addressing any matter hereunder. Either party may take such action as is
reasonable under the circumstances, and without prejudice to its rights to
indemnification under this Agreement, to respond to an actual or threatened
emergency or imminent endangerment situation arising from a matter otherwise
covered hereunder.

                  (c) Any remedial action covered hereunder shall be deemed to
have been adequately completed to the extent that it: (i) attains compliance
with Environmental and Safety Requirements, including without limitation, all
action levels or cleanup standards promulgated thereunder, and any lawful order
or directive of an appropriate governmental body; (ii) reasonably mitigates
risks to human health and the environment; and (iii) does not unreasonably
interfere with the operations at the affected property.

                  (d) "COORDINATING AUTHORITY" means the authority to
principally direct the handling of the subject matter of an environmental
matter, including, without limitation, selection of consultants, contractors,
experts or advisors; evaluation, selection and implementation of remedial
measures; and negotiations with or challenges to any governmental body and third
parties.


                                      46



                                   ARTICLE IX

                                  MISCELLANEOUS

         9.1 AMENDMENT AND WAIVER. This Agreement may be amended, and any
provision of this Agreement may be waived only if such amendment or waiver is
set forth in a writing executed by Sellers, the Company and Buyer. No course of
dealing between or among any Persons having any interest in this Agreement shall
be deemed effective to modify, amend or discharge any part of this Agreement or
any rights or obligations of any Person under or by reason of this Agreement. 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.

         9.2 NOTICES. All notices, demands and other communications to be given
or delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given (i) when personally delivered,
sent by telecopy (with hard copy to follow) or sent by reputable overnight
express courier (charges prepaid), or (ii) five days following mailing by
certified or registered mail, postage prepaid and return receipt requested.
Unless another address is specified in writing, notices, demands and
communications to Sellers, the Company and Buyer shall be sent to the addresses
indicated below:

NOTICES TO THE SELLERS:

Mr. Royce Craig
Ms. Katherine Craig
Craig Enterprises, Inc.
1205 West Dunnam Street
Hobbs, NM  88240

WITH A COPY TO (WHICH SHALL NOT CONSTITUTE
NOTICE TO THE SELLERS):

Decker, Jones, McMackin
500 Throckmorton St., Suite 2500
Ft. Worth, TX 76102
Attn:    Charles B Milliken
         James L. Stripling
Phone:   (817) 336-2400
Fax:     (817) 336-2181



                                       47





NOTICES TO THE COMPANY AND BUYER:

Linc.net, Inc.
6161 Blue Lagoon Drive, Suite 300
Miami, FL  33126
Attn:  Ismael Perera
Telecopy:  (305) 266-0875

WITH COPIES TO (WHICH SHALL NOT CONSTITUTE NOTICE TO THE COMPANY OR BUYER):

First Chicago Equity Capital
55 West Monroe St., 16th Floor
Chicago, IL  60670
Attn:    Burton E. McGillivray
         Paul Whiting, Jr.
Telecopy:  (312) 732-7483

Saunders Karp & Megrue
262 Harbor Drive, 4th Floor
Stamford, CT  06902
Attn:    John F. Megrue
         Timothy B. Armstrong
Telecopy:  (203) 708-6677

Kirkland & Ellis
200 East Randolph Drive
Chicago, IL  60601
Attn:    Ted H. Zook
         E. Paul Quinn
Telecopy:  (312) 861-2200

         9.3 SUCCESSORS AND ASSIGNS. This Agreement and all of the covenants
and agreements contained herein and rights, interests or obligations hereunder,
by or on behalf of any of the parties hereto, shall bind and inure to the
benefit of the respective heirs, successors and assigns of the parties hereto
whether so expressed or not, except that neither this Agreement nor any of the
covenants and agreements herein or rights, interests or obligations hereunder
may be assigned or delegated by Sellers without the prior written consent of
Buyer. Buyer may assign its rights and obligations hereunder (including its
right to purchase the Shares), in whole or in part, to any of its Affiliates
without the consent of any of the other parties hereto. In addition, Buyer may
assign its rights and obligations pursuant to this Agreement, including its
rights and obligations under the Escrow Agreement, in whole or in part, in
connection with any disposition or transfer of all or any portion of the Company
or their respective businesses in any form of transaction without the consent of
any of the other parties hereto.


                                      48



Buyer and, following the Closing, the Company may assign any or all of its
rights pursuant to this Agreement, including its rights to indemnification,
to any of its lenders as collateral security.

         9.4 SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or
invalid under applicable law, such provision will be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.

         9.5 INTERPRETATION. The headings and captions used in this Agreement,
in any Schedule or Exhibit hereto, in the table of contents or in any index
hereto are for convenience of reference only and do not constitute a part of
this Agreement and shall not be deemed to limit, characterize or in any way
affect any provision of this Agreement or any Schedule or Exhibit hereto, and
all provisions of this Agreement and the Schedules and Exhibits hereto shall be
enforced and construed as if no caption or heading had been used herein or
therein. Any capitalized terms used in any Schedule or Exhibit attached hereto
and not otherwise defined therein shall have the meanings set forth in this
Agreement. Each defined term used in this Agreement shall have a comparable
meaning when used in its plural or singular form. The use of the word
"including" herein shall mean "including without limitation" and, unless the
context otherwise required, "neither," "nor," "any," "either" and "or" shall not
be exclusive. The parties hereto intend that each representation, warranty and
covenant contained herein shall have independent significance. If any party has
breached any representation, warranty or covenant contained herein in any
respect, the fact that there exists another representation, warranty or covenant
relating to the same subject matter (regardless of the relative levels of
specificity) which such party has not breached shall not detract from or
mitigate the fact that such party is in breach of the first representation,
warranty or covenant. The parties have participated jointly in the negotiation
and drafting of this Agreement. In the event an ambiguity or question of intent
or interpretation arises, this Agreement shall be construed as if drafted
jointly by the parties, and no presumption or burden of proof shall arise
favoring or disfavoring any party by virtue of the authorship of any of the
provisions of this Agreement.

         9.6 CAPTIONS. The captions used in this Agreement are for convenience
of reference only and do not constitute a part of this Agreement and shall not
be deemed to limit, characterize or in any way affect any provision of this
Agreement, and all provisions of this Agreement shall be enforced and construed
as if no caption had been used in this Agreement.

         9.7 NO THIRD-PARTY BENEFICIARIES. Nothing herein expressed or implied
is intended or shall be construed to confer upon or give to any Person other
than the parties hereto and their respective permitted successors and assigns,
any rights or remedies under or by reason of this Agreement, such third parties
specifically including employees and creditors of the Company.

         9.8 COMPLETE AGREEMENT. This Agreement and the agreements and
documents referred to herein contain the entire agreement and understanding
between the parties with respect to the subject matter hereof and supersede all
prior agreements and understandings (including that certain letter of


                                       49



intent dated February 2, 2000, between Buyer and the Company), whether
written or oral, relating to such subject matter in any way.

         9.9 COUNTERPARTS. This Agreement may be executed in one or more
counterparts (including by means of telecopied signature pages), all of which
taken together shall constitute one and the same instrument.

         9.10 DELIVERY BY FACSIMILE. This Agreement and any signed agreement or
instrument entered into in connection with this Agreement, and any amendments
hereto or thereto, to the extent signed and delivered by means of a facsimile
machine, shall be treated in all manner and respects as an original agreement or
instrument and shall be considered to have the same binding legal effect as if
it were the original signed version thereof delivered in person. At the request
of any party hereto or to any such agreement or instrument, each other party
hereto or thereto shall re-execute original forms thereof and deliver them to
all other parties. No party hereto or to any such agreement or instrument shall
raise the use of a facsimile machine to deliver a signature or the fact that any
signature or agreement or instrument was transmitted or communicated through the
use of a facsimile machine as a defense to the formation of a contract and each
such party forever waives any such defense.

         9.11 GOVERNING LAW. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by
the internal law of the State of Texas without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of Texas or any
other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of Texas.

         9.12 SCHEDULES. Nothing in any schedule attached hereto shall be
adequate to disclose an exception to a representation or warranty made in this
Agreement unless such schedule identifies the exception with particularity and
describes the relevant facts in reasonable detail. Without limiting the
generality of the foregoing, the mere listing (or inclusion of a copy) of a
document or other item shall not be adequate to disclose an exception to a
representation or warranty made in this Agreement, unless the representation or
warranty has to do with the existence of the document or other item itself. No
exceptions to any representations or warranties disclosed on one schedule shall
constitute an exception to any other representations or warranties made in this
Agreement unless the exception is disclosed as provided herein on each such
other applicable schedule or is cross-referenced to another schedule.


                                    * * * * *


                                      50





                  IN WITNESS WHEREOF, the parties hereto have executed this
Purchase Agreement on the date first written above.

BUYER:                                     LINC.NET, INC.


                                            By:_______________________________
                                            Name:
                                            Title:



SELLERS:                                   ___________________________________

                                            Royce Craig

                                            __________________________________
                                            Katherine Craig

                                            COMMUNITY FOUNDATION OF NORTH TEXAS


                                            By:________________________________
                                                Name:  Homer M. Dowd, President


COMPANY:                                    CRAIG ENTERPRISES, INC.


                                            By:________________________________
                                            Name:






                               SCHEDULE OF SELLERS




                                                                  Number of                      Percentage of
                  Name and Address                               Shares Owned                   Purchase Price
- -----------------------------------------------------            ------------                   --------------
                                                                                          
Royce Craig and Katherine Craig                                      950                              95%
         as Joint Tenants with Rights of
         Survivorship

Community Foundation of North Texas                                   50                              5%
                                                                                                    -------
                                                                                                      100%
                                                                                                    =======

EX-2.14

                                                               EXHIBIT NO. 2.14


================================================================================


                            STOCK PURCHASE AGREEMENT

                                  by and among

                              FELIX EQUITIES, INC.,

                             FELIX INDUSTRIES, INC.,

                          FELIX EQUITIES OF FLA. INC.,

                            THE SELLERS NAMED HEREIN

                                       and

                         LINC.NET ACQUISITION CORP. III




                           Dated as of August 3, 2000


================================================================================



                                TABLE OF CONTENTS




                                                                            PAGE
                                                                            ----
                                                                         
ARTICLE I

         CERTAIN DEFINITIONS.............................................     2
         1.1      Definitions............................................     2

ARTICLE II

         PURCHASE AND SALE OF THE SHARES.................................     7
         2.1      Basic Transaction......................................     7
         2.2      Closing Transactions...................................     7
         2.3      Purchase Price.........................................     8

ARTICLE III

         CONDITIONS TO CLOSING...........................................    10
         3.1      Conditions to Buyer's Obligations......................    10
         3.2      Conditions to Sellers' Obligations.....................    13

ARTICLE IV

         [Intentionally Omitted].........................................    14

ARTICLE V

         REPRESENTATIONS AND WARRANTIES CONCERNING
         THE COMPANIES AND SELLERS.......................................    14
         5.1      Capacity, Organization, Corporate Power and Licenses...    14
         5.2      Capital Stock and Related Matters; Title to Shares.....    15
         5.3      Authorization; Noncontravention........................    15
         5.4      Subsidiaries...........................................    16
         5.5      Financial Statements...................................    16
         5.6      Accounts Receivable....................................    17
         5.7      Inventory..............................................    17
         5.8      Absence of Undisclosed Liabilities.....................    17
         5.9      No Material Adverse Effect.............................    18
         5.10     Absence of Certain Developments........................    18
         5.11     Assets.................................................    20
         5.12     Contracts and Commitments..............................    21
         5.13     Intellectual Property Rights...........................    23


                                       -i-



         5.14     Litigation.............................................    24
         5.15     Compliance with Laws...................................    25
         5.16     Environmental and Safety Matters.......................    25
         5.17     Employees..............................................    27
         5.18     Employee Benefits Plans................................    27
         5.19     Insurance..............................................    29
         5.20     Tax Matters............................................    29
         5.21     Sellers Brokerage and Transaction Bonuses..............    31
         5.22     Bank Accounts..........................................    32
         5.23     Names and Locations....................................    32
         5.24     Affiliate Transactions.................................    32
         5.25     Service Warranties.....................................    32
         5.26     Customers and Suppliers................................    32
         5.27     Disclosure.............................................    33

ARTICLE VI

         REPRESENTATIONS AND WARRANTIES OF BUYER.........................    33
         6.1      Organization and Power.................................    33
         6.2      Capitalization.........................................    33
         6.3      Authorization..........................................    33
         6.4      No Violation...........................................    34
         6.5      Governmental Authorities and Consents..................    34
         6.6      Litigation.............................................    34
         6.7      Brokerage..............................................    34

ARTICLE VII

         [Intentionally Omitted].........................................    34

ARTICLE VIII

         ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING..................    34
         8.1      Survival of Representations and Warranties.............    34
         8.2      Indemnification........................................    35
         8.3      Mutual Assistance......................................    39
         8.4      Non-Competition; Non-Solicitation......................    39
         8.5      Press Release and Announcements........................    41
         8.6      Expenses...............................................    41
         8.7      Specific Performance...................................    41


                                      -ii-



         8.8      Further Assurances.....................................    42
         8.9      Confidentiality........................................    42
         8.10     Tax Matters............................................    42
         8.11     Use of Felix Name......................................    45
         8.12     Surety Bonds...........................................    45

ARTICLE IX

         MISCELLANEOUS...................................................    45
         9.1      Amendment and Waiver...................................    45
         9.2      Notices................................................    46
         9.3      Successors and Assigns.................................    47
         9.4      Severability...........................................    47
         9.5      Captions; Interpretation...............................    48
         9.6      No Third-Party Beneficiaries...........................    48
         9.7      Complete Agreement.....................................    48
         9.8      Counterparts...........................................    48
         9.9      Delivery by Facsimile..................................    48
         9.10     Governing Law..........................................    49
         9.11     Schedules..............................................    49




                                      -iii-



                             EXHIBITS AND SCHEDULES


Exhibits:
- ---------

Exhibit A-1     -     Employment Agreement
Exhibit A-2     -     Employment Agreement
Exhibit B-1     -     Executive Purchase Agreement
Exhibit B-2     -     Executive Purchase Agreement
Exhibit C       -     Stockholders Agreement
Exhibit D       -     Registration Agreement
Exhibit E       -     Real Estate Lease
Exhibit F       -     Form of Opinion of Counsel for Sellers and the Companies


Schedules:
- ----------

Permitted Liens Schedule
Schedule of Sellers
Bank Account Schedule
Restrictions Schedule
Capital Stock and Related Matters Schedule
Financial Statements Schedule
Contracts Schedule
Developments Schedule
Assets Schedule
Leased Real Property Schedule
Intellectual Property Schedule
Litigation Schedule
Permits Schedule
Environmental Schedule
Employees Schedule
Employee Benefits Schedule
Insurance Schedule
Taxes Schedule
Permitted Distributions Schedule
Names and Locations Schedule
Affiliated Transactions Schedule
Customers and Suppliers Schedule
Buyer Brokerage Schedule
Indemnification Schedule


                                      -iv-



                             INDEX OF DEFINED TERMS




                                                                           PAGE

                                                                        
Accounting Firm.........................................................    9
Affiliate...............................................................    2
Affiliated Group........................................................    2
Agreement...............................................................    2
Applicable Rate.........................................................    2
Buyer...................................................................    2
Buyer Parties...........................................................   35
CERCLA..................................................................    3
Closing.................................................................    7
Closing Date............................................................    7
Closing Indebtedness....................................................    8
Code....................................................................    3
Companies...............................................................    2
Company.................................................................    2
Confidential Information................................................    3
Employment Agreements...................................................   11
Encumbrance.............................................................    3
Encumbrances............................................................    7
Environmental and Safety Requirements...................................    3
Equities................................................................    2
ERISA...................................................................    4
Estimated Purchase Price................................................    8
Excess Distributions....................................................    4
Executive Purchase Agreement............................................   11
Executive Securities....................................................    4
Felix Purchase Agreements...............................................   11
Final  Purchase Price...................................................    9
Final Purchase Price Statement..........................................    8
Florida.................................................................    2
GAAP....................................................................    4
Governmental Approvals..................................................   10
Guaranty................................................................    4
HSR Act.................................................................    4
Income Tax Payable......................................................    4
Indebtedness............................................................    4
Indemnitee..............................................................   37
Indemnitor..............................................................   37
Industries..............................................................    2
Intellectual Property Rights............................................    5


                                       -v-



Investment..............................................................    5
Leased Real Property....................................................   20
Leased Realty...........................................................   20
Lien....................................................................    5
Linc.net................................................................    5
Losses..................................................................   35
March Balance Sheet.....................................................   16
Material Adverse Effect.................................................    5
MT&T Credit Line........................................................    5
Multiemployer Plan......................................................   28
Notice of Disagreement..................................................    8
Permitted Liens.........................................................    5
Permitted Tax Distributions.............................................    6
Person..................................................................    6
Plan....................................................................   27
Purchase Price..........................................................    8
Purchase Price Statement................................................    8
Real Estate Leases......................................................   12
Registration Agreement..................................................   12
Restricted Covenants....................................................   40
Restricted Territories..................................................   39
S Corps.................................................................   31
Securities Act..........................................................    6
Seller..................................................................    2
Seller Period Taxes.....................................................   43
Seller Representative...................................................    6
Sellers.................................................................    2
September Balance Sheet.................................................   16
Stockholders Agreement..................................................   11
Straddle Tax Returns....................................................   43
Subsidiary..............................................................    6
Tax.....................................................................    6
Tax Returns.............................................................    7
Third-Party Approvals...................................................   10
Treasury Regulations....................................................    7






                            STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE AGREEMENT (this "AGREEMENT") is made and entered
into as of August 3, 2000, by and among Felix Equities, Inc., a New York
corporation ("EQUITIES"), Felix Industries, Inc., a New York corporation
("INDUSTRIES"), Felix Equities of Fla. Inc., a Florida corporation ("FLORIDA"
and, together with Equities and Industries, the "COMPANIES" and each
individually, a "COMPANY"), Felix M. Petrillo, an individual resident of the
State of New York, Carol Petrillo, an individual resident of the State of New
York, Felix J. Petrillo, an individual resident of the State of New York,
Michael Petrillo, an individual resident of the State of New York, (each of
Felix M. Petrillo, Carol Petrillo, Felix J. Petrillo and Michael Petrillo, a
"SELLER" and, collectively, the "SELLERS"), and Linc.net Acquisition Corp. III,
a Delaware corporation ("BUYER").

         WHEREAS, Sellers own all of the issued and outstanding shares of
capital stock (the "SHARES") of each of the Companies; and

         WHEREAS, on the terms and subject to the conditions set forth in this
Agreement, Buyer desires to purchase from Sellers, and Sellers desire to sell to
Buyer, all of the Shares.

         NOW, THEREFORE, in consideration of the mutual covenants, agreements
and understandings contained herein and intending to be legally bound, the
parties hereto hereby agree as follows:

                                    ARTICLE I

                               CERTAIN DEFINITIONS

         1.1   DEFINITIONS. For the purposes of this Agreement, the following
terms have the meanings set forth below:

         "AFFILIATE" of any particular Person means any other Person
controlling, controlled by or under common control with such Person. For
purposes of this definition, "CONTROL" (including the terms "CONTROLLING,"
"CONTROLLED BY" and "UNDER COMMON CONTROL WITH") means the possession, direct or
indirect, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise, and such "control" will be presumed if any Person owns
10% or more of the voting capital stock or other ownership interests, directly
or indirectly, of any other Person.

         "AFFILIATED GROUP" means an affiliated group as defined in Section 1504
of the Code (or any analogous combined, consolidated or unitary group defined
under state, local or foreign income Tax law) of which a Company is or has been
a member.

         "APPLICABLE RATE" means the prime rate of interest reported by the WALL
STREET JOURNAL from time to time.


                                      - 2 -



         "CERCLA" means the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended.

         "CODE" means the Internal Revenue Code of 1986, as amended, and any
reference to any particular Code section shall be interpreted to include any
revision of or successor to that section regardless of how numbered or
classified.

         "COMPANY TRANSACTION" means any (a) reorganization, liquidation,
dissolution or recapitalization of any of the Companies, (b) merger or
consolidation involving any of the Companies, (c) purchase or sale of any assets
or capital stock (or any rights to acquire, or securities convertible into or
exchangeable for, any such capital stock) of any of the Companies (other than
the purchase and sale of inventory and capital equipment in the ordinary course
of business consistent with past custom and practice), or (d) similar
transaction or business combination involving any of the Companies or their
businesses or assets.

         "CONFIDENTIAL INFORMATION" means all information of a confidential or
proprietary nature (whether or not specifically labeled or identified as
"confidential"), in any form or medium, that relates to the business, products,
financial information, services or research or development of the Companies or
their respective suppliers, distributors, customers, independent contractors or
other business relations. Confidential Information includes, but is not limited
to, the following: (i) internal business information (including information
relating to strategic and staffing plans and practices, business, training,
marketing, promotional and sales plans and practices, cost, rate and pricing
structures and accounting and business methods); (ii) identities of, individual
requirements of, specific contractual arrangements with, and information about,
the Companies' suppliers, distributors, customers, independent contractors or
other business relations and their confidential information; (iii) trade
secrets, know-how, compilations of data and analyses, techniques, systems,
formulae, recipes, research, records, reports, manuals, documentation, models,
data and data bases relating thereto; (iv) inventions, innovations,
improvements, developments, methods, designs, analyses, drawings, reports and
all similar or related information (whether or not patentable); and (v) other
Intellectual Property Rights

         "ENCUMBRANCE" means any Lien, charge, security interest, claim, pledge,
Tax, option, warrant, right, contract, call, commitment, equity, demand, proxy,
voting agreement, restriction on transfer (other than restrictions on transfer
under the Securities Act and applicable state securities laws) or other
encumbrance.

         "ENVIRONMENTAL AND SAFETY REQUIREMENTS" means all federal, state, local
and foreign statutes, regulations, ordinances and other provisions having the
force or effect of law, all judicial and administrative orders and
determinations, all contractual obligations and all common law, in each case
concerning public health and safety, worker health and safety and pollution or
protection of the environment (including all those relating to the presence,
use, production, generation, handling, transport, treatment, storage, disposal,
distribution, labeling, testing, processing, discharge,

                                     - 3 -



release, threatened release, control or cleanup of any hazardous or otherwise
regulated materials, substances or wastes, chemical substances or mixtures,
pesticides, pollutants, contaminants, toxic chemicals, petroleum products or
byproducts, asbestos, polychlorinated biphenyls, noise, radiation or radon),
each as amended and as now or hereafter in effect.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "EXCESS DISTRIBUTIONS" means an amount equal to the excess (if any) by
which the aggregate distributions (other than distributions in the amount of
$4,913,320 set forth in the third and fourth columns of the Permitted
Distributions Schedule) made by the S Corps to the Sellers since September 30,
1999 exceed the Permitted Tax Distributions.

         "EXECUTIVE SECURITIES" means the shares of Linc.net's Preferred Stock
and Common Stock issued to certain Sellers pursuant to the respective Executive
Purchase Agreements between each such Seller and Linc.net.

         "GAAP" means United States generally accepted accounting principles, as
in effect from time to time.

         "GUARANTY" means any agreement, undertaking or arrangement by which any
Person guarantees, endorses or otherwise becomes or is contingently liable upon
the debt, obligation or other liability of any other Person (other than by
endorsements of instruments in the ordinary course of collection), or guaranties
of the payment of dividends or other distributions upon the shares of any other
Person.

         "HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

         "INCOME TAX PAYABLE" means an amount equal to the income or franchise
tax payable of Industries as of the Closing Date calculated in accordance with
GAAP consistently applied, plus any interest, penalties or additions to tax or
additional amounts in respect of the foregoing.

         "INDEBTEDNESS" means, with respect to any Person at any date, without
duplication: (i) all obligations of such Person for borrowed money or in respect
of loans or advances, (ii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments or debt securities, (iii) all
obligations in respect of letters of credit and bankers' acceptances issued for
the account of such Person, (iv) all obligations arising from cash/book
overdrafts, (v) all obligations arising from deferred compensation arrangements,
(vi) all obligations of such Person secured by a Lien, (vii) all Guaranties of
such Person in connection with any of the foregoing, (viii) all capital lease
obligations, (ix) all deferred rent, (x) all indebtedness for the deferred
purchase price of property or services with respect to which a Person is liable,
contingently or otherwise, as obligor or otherwise (other than trade payables
incurred in the ordinary course of business which are not past due), (xi) all
other liabilities classified as non-current liabilities in accordance with GAAP
as of the


                                      - 4 -



Closing Date, and (xii) all accrued interest, prepayment premiums or penalties
related to any of the foregoing.

         "INTELLECTUAL PROPERTY RIGHTS" means all (i) patents, patent
applications, patent disclosures and inventions, (ii) Internet domain names,
trademarks, service marks, trade dress, trade names, logos and corporate names
and registrations and applications for registration thereof together with all of
the goodwill associated therewith, (iii) copyrights (registered or unregistered)
and copyrightable works and registrations and applications for registration
thereof, (iv) mask works and registrations and applications for registration
thereof, (v) computer software, data, data bases and documentation thereof, (vi)
trade secrets and other confidential information (including ideas, formulas,
recipes, compositions, inventions (whether patentable or unpatentable and
whether or not reduced to practice), know-how, manufacturing and production
processes and techniques, research and development information, drawings,
specifications, designs, plans, proposals, technical data, copyrightable works,
financial and marketing plans and customer and supplier lists and information),
(vii) other intellectual property rights, and (viii) copies and tangible
embodiments thereof (in whatever form or medium).

         "INVESTMENT" as applied to any Person means (i) any direct or indirect
purchase or other acquisition by such Person of any notes, obligations,
instruments, stock, securities or ownership interest (including limited
liability company interests, partnership interests and joint venture interests)
of any other Person, and (ii) any capital contribution by such Person to any
other Person.

         "LIEN" means any mortgage, pledge, hypothecation, lien (statutory or
otherwise), preference, priority, security interest, security agreement,
easement, covenant, restriction or other encumbrance of any kind or nature
whatsoever (including any conditional sale or other title retention agreement
and any lease having substantially the same effect as any of the foregoing and
any assignment or deposit arrangement in the nature of a security device).

         "LINC.NET" means Linc.net, Inc., a Delaware corporation and parent of
Buyer.

         "MATERIAL ADVERSE EFFECT" means a material and adverse effect or
development upon the business, operations, assets, liabilities, financial
condition, value, business prospects, operating results, cash flow, net worth or
employee, customer or supplier relations of the Companies or their Subsidiaries.

         "M&T CREDIT LINE" shall mean the Revolving Loan Agreement dated as of
February 11, 2000 among Equities, Manufacturers and Traders Trust Company, a New
York banking corporation, and the Guarantors named therein.

         "PERMITTED LIENS" means (i) Liens that are set forth on the PERMITTED
LIENS SCHEDULE attached hereto, (ii) Liens for Taxes not delinquent or the
validity of which are being contested in good faith by appropriate proceedings
and as to which adequate reserves have been established on


                                      - 5 -



the Companies' financial statements in accordance with GAAP, (iii) statutory
landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens
arising or incurred in the ordinary course of business, and (iv) Liens arising
from zoning ordinances which are not violated by current use or occupancy of any
real property.

         "PERMITTED TAX DISTRIBUTIONS" means, with respect to each Seller, an
amount equal to (A) 32.5% of such Seller's pro rata share of each S Corp's items
of gross income net of all items of loss and deduction, computed pursuant to the
provisions of Section 1366 or 702, as applicable, of the Code for the period
from October 1, 1999 through the day immediately preceding the Closing Date,
less (B) any tax credits for such period.

         "PERSON" means any individual, sole proprietorship, partnership, joint
venture, trust, unincorporated association, corporation, limited liability
company, entity or governmental entity (whether federal, state, county, city or
otherwise and including any instrumentality, division, agency or department
thereof).

         "SECURITIES ACT" means the Securities Act of 1933, as amended, or any
similar federal law then in force.

         "SELLER REPRESENTATIVE" means Felix M. Petrillo.

         "SUBSIDIARY" means, with respect to any Person, any corporation,
partnership, limited liability company, association or other business entity of
which (i) if a corporation, a majority of the total voting power of shares of
stock entitled (irrespective of whether, at the time, stock of any other class
or classes of such corporation shall have or might have voting power by reason
of the happening of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly or
indirectly, by that Person or one or more of the other Subsidiaries of that
Person or a combination thereof, or (ii) if a partnership, limited liability
company, association or other business entity, either (A) a majority of the
partnership or other similar ownership interest thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more Subsidiaries
of that Person or a combination thereof, or (B) such Person is a general
partner, managing member or managing director of such partnership, limited
liability company, association or other entity.

         "TAX" means any (i) federal, state, local or foreign income, gross
receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use,
transfer, registration, value added, excise, natural resources, severance,
stamp, occupation, premium, windfall profit, environmental, customs, duties,
real property, personal property, capital stock, social security, unemployment,
disability, payroll, license, employee or other withholding, or other tax, of
any kind whatsoever, including any interest, penalties or additions to tax or
additional amounts in respect of the foregoing; (ii) liability of the Companies
for the payment of any amounts of the type described in clause (i) above arising
as a result of being (or ceasing to be) a member of any Affiliated Group (or
being included (or required to be included) in any Tax Return relating thereto);
and (iii) liability of the


                                     - 6 -



Companies for the payment of any amounts of the type described in clause (i)
above as a result of any express or implied obligation to indemnify or otherwise
assume or succeed to the liability of any other Person.

         "TAX RETURNS" means returns, declarations, reports, claims for refund,
information returns or other documents (including any related or supporting
schedules, statements or information) filed or required to be filed in
connection with the determination, assessment or collection of any Taxes of any
party or the administration of any laws, regulations or administrative
requirements relating to any Taxes.

         "TREASURY REGULATIONS" means the United States Treasury Regulations
promulgated under the Code, and any reference to any particular Treasury
Regulation section shall be interpreted to include any final or temporary
revision of or successor to that section regardless of how numbered or
classified.

                                   ARTICLE II

                         PURCHASE AND SALE OF THE SHARES

         2.1   BASIC TRANSACTION. On the terms and subject to the conditions set
forth in this Agreement, at the Closing, Buyer shall purchase from Sellers, and
Sellers shall sell, convey, assign, transfer and deliver to Buyer, all of the
Shares, free and clear of all Encumbrances.

         2.2   CLOSING TRANSACTIONS.

         (a)   CLOSING. The closing of the transactions contemplated by this
Agreement (the "CLOSING") shall take place at the offices of Kirkland & Ellis,
200 East Randolph Drive, Chicago, Illinois, 60601, at 9:00 a.m. local time on
August 3, 2000, or at such other time and/or place as is mutually agreeable to
the parties, or, if any of the conditions to Closing set forth in Article III
have not been satisfied at or waived by the party entitled to the benefit
thereof on or prior to such date, on the second business day following
satisfaction or waiver of such conditions (the "CLOSING DATE").

         (b)   DELIVERIES. At the Closing:

              (i) Buyer shall pay to each Seller an amount equal to (A) the
percentage set forth opposite such Seller's name on the SCHEDULE OF SELLERS
attached hereto, MULTIPLIED BY (B) an amount equal to the Estimated Purchase
Price, by wire transfer of immediately available funds to the accounts set forth
on the BANK ACCOUNT SCHEDULE;

              (ii)   Sellers shall deliver to Buyer (A) certificates
representing the Shares (to the extent certificated) duly endorsed in blank or
accompanied by duly executed stock powers, with appropriate transfer stamps (if
any) affixed thereto, and (B) to the extent not certificated, duly executed
forms of assignment for such Shares;


                                      - 7 -



              (iii)  the Companies, Sellers and Buyer, as applicable, shall
deliver the opinions, certificates and other documents and instruments required
to be delivered by or on behalf of such party under Article III below; and

              (iv)   Sellers shall deliver to Buyer all corporate books and
records, including stock ledgers and minute books and other similar property of
the Companies in their possession.

       2.3    PURCHASE PRICE.

       (a)    The aggregate purchase price to be paid for the Shares (the
"PURCHASE PRICE") shall be an amount equal to $91,700,000, MINUS (i) an amount
equal to the amount (if any) by which all Indebtedness (other than the amount of
Indebtedness incurred immediately prior to Closing to fund Permitted Tax
Distributions) of the Companies existing as of the end of the business day
immediately preceding the Closing Date as shown on the Final Purchase Price
Statement (as defined in Section 2.3(c) below and as prepared in accordance with
the provisions thereof) (the "CLOSING INDEBTEDNESS") is more than $6,300,000,
PROVIDED THAT any purchase price adjustment relating to the Closing Indebtedness
shall not exceed $1,000,000, MINUS (ii) $794,159.86, MINUS (iii) the Income Tax
Payable, and MINUS (iv) any Excess Distributions.

       (b)    Not less than two days prior to the Closing, the Seller
Representative will present to Buyer a good faith estimate of the Purchase Price
(the "PURCHASE PRICE STATEMENT"), including an estimate of the components of,
and the resulting calculation of, the Purchase Price (the "ESTIMATED PURCHASE
PRICE").

       (c)    Within 120 days following the Closing Date, Buyer shall deliver to
the Seller Representative a Purchase Price calculation (in its final and binding
form, the "FINAL PURCHASE PRICE STATEMENT"), setting forth the Closing
Indebtedness, the Income Tax Payable, the Excess Distributions and the resulting
Purchase Price calculated with reference to such amounts. The Final Purchase
Price Statement shall include all known adjustments required in a year-end
closing of the books and shall be prepared in accordance with GAAP and shall set
forth the Closing Indebtedness, the Income Tax Payable, the Excess Distributions
and the resulting Purchase Price calculated with reference thereto on a combined
and consolidated basis. Sellers shall cooperate as reasonably requested in
connection with the preparation of the Final Purchase Price Statement. During
the 20-day period immediately following the Seller Representative's receipt of
the Final Purchase Price Statement, Sellers shall be permitted to review the
Companies' books and records and the Companies' working papers related to the
preparation of the Final Purchase Price Statement and determination of the
Purchase Price. The Final Purchase Price Statement shall become final and
binding upon the parties 20 days following the Seller Representative's receipt
thereof, unless Sellers shall give written notice of their disagreement (a
"NOTICE OF DISAGREEMENT") to Buyer prior to such date. Any Notice of
Disagreement shall specify in reasonable detail the nature and dollar amount of
any disagreement so asserted and shall be delivered only if (and to the extent
that) Sellers reasonably and in good faith determine that the Final Purchase
Price Statement and the resulting Purchase Price calculated with reference
thereto delivered


                                      - 8 -



by Buyer has not been determined in accordance with the guidelines and
procedures set forth in this Agreement. If a timely Notice of Disagreement is
received by Buyer, then the Final Purchase Price Statement (as revised in
accordance with clause (x) or (y) below) shall become final and binding upon the
parties on the earliest of (x) the date the parties resolve in writing any
differences they have with respect to the matters specified in the Notice of
Disagreement, or (y) the date all matters in dispute are finally resolved in
writing by the New York office of PricewaterhouseCoopers LLP or, to the extent
that they are unable or unwilling to act as the accounting firm, another "big
five" accounting firm (other than Ernst & Young) selected by the parties (the
"ACCOUNTING FIRM"). During the 20 days following delivery of a Notice of
Disagreement, the parties shall seek in good faith to resolve in writing any
differences they have with respect to the matters specified in the Notice of
Disagreement. Following delivery of a Notice of Disagreement, Buyer and its
agents and representatives shall be permitted to review Sellers' and their
representatives' working papers relating to the Notice of Disagreement. At the
end of the 20-day period referred to above, the parties shall submit to the
Accounting Firm for review and resolution of all matters (but only such matters)
that remain in dispute and that were properly included in the Notice of
Disagreement. The parties shall instruct the Accounting Firm to make a final
determination of the Closing Indebtedness, the Income Tax Payable, the Excess
Distributions and the resulting Purchase Price calculated with reference to such
amounts to the extent such amounts are in dispute, in accordance with the
guidelines and procedures set forth in this Agreement. The parties will
cooperate with the Accounting Firm during the term of its engagement. The
parties shall instruct the Accounting Firm not to assign a value to any item in
dispute greater than the greatest value for such item assigned by Buyer, on the
one hand, or Sellers, on the other hand, or less than the smallest value for
such item assigned by Buyer, on the one hand, or Sellers, on the other hand. The
parties shall also instruct the Accounting Firm to make its determination based
solely on presentations by Buyer and Sellers which are in accordance with the
guidelines and procedures set forth in this Agreement (i.e., not on the basis of
an independent review). The Final Purchase Price Statement and the determination
of the Closing Indebtedness, the Income Tax Payable, the Excess Distributions
and the resulting Purchase Price calculated with reference thereto shall become
final and binding on the parties on the date the Accounting Firm delivers its
final resolution in writing to the parties (which final resolution shall be
requested by the parties to be delivered not more than 45 days following
submission of such disputed matters). The fees and expenses of the Accounting
Firm shall be shared equally by Buyer, on the one hand, and Sellers, on the
other hand; PROVIDED THAT if the Purchase Price as finally determined by the
Accounting Firm is not at least 10% greater than Buyer's calculation of the
Purchase Price then the Sellers shall pay all of the fees and expenses of the
Accounting Firm.

       (d)    Promptly after the Final Purchase Price Statement and the

determination of the Closing Indebtedness, the Income Tax Payable, the Excess
Distributions and the resulting Purchase Price calculated with reference to such
amounts become final and binding on the parties under Section 2.3(c) above, the
Estimated Purchase Price shall be recalculated by giving effect to the final and
binding Closing Indebtedness, Income Tax Payable and Excess Distributions (as
recalculated, the "FINAL PURCHASE PRICE"). If the Estimated Purchase Price is
greater than the Final Purchase Price, Sellers shall, and if the Final Purchase
Price is greater than the Estimated Purchase Price, Buyer shall, within three
business days after the Final Purchase Price Statement becomes final and binding
on the


                                      - 9 -



parties, make payment by wire transfer to Buyer or Sellers, as the case may be,
in immediately available funds of the amount of such difference, together with
interest thereon at a rate per annum equal to the Applicable Rate, calculated on
the basis of the actual number of days elapsed over 360, from the Closing Date
to the date of payment.


                                   ARTICLE III

                              CONDITIONS TO CLOSING

       3.1    CONDITIONS TO BUYER'S OBLIGATIONS. The obligation of Buyer to
consummate the transactions contemplated by this Agreement is subject to the
satisfaction of the following conditions on or prior to the Closing Date:

       (a)    The representations and warranties in Article V hereof that are
subject to materiality qualifications shall be true and correct in all respects
at and as of the Closing and the representations and warranties contained in
Article V hereof that are not subject to materiality qualifications shall be
true and correct in all material respects at and as of the Closing, and each of
Sellers and the Companies shall have performed in all material respects all of
the covenants and agree ments required to be performed by Sellers and the
Companies hereunder prior to the Closing;

       (b)    Sellers and the Companies shall have received or obtained all
third-party consents, authorizations, waivers and approvals that are necessary
(i) for the consummation of the transactions contemplated hereby, or (ii) to
prevent a breach of or default under, or a termination, modification or
acceleration of, any instrument, contract, lease, license or other agreement
identified on the attached RESTRICTIONS SCHEDULE (collectively, the "THIRD-PARTY
APPROVALS"), in each case on terms reasonably satisfactory to Buyer;

       (c)    Buyer and the Companies shall have received or obtained all
governmental and regulatory consents, novations, approvals, licenses and
authorizations that are necessary (i) for the consummation of the transactions
contemplated hereby, or (ii) for Buyer to own the Shares and to operate the
businesses of and control the Companies following the Closing (including any
required approvals from the State of New York), in each case on terms and
conditions reasonably satisfactory to Buyer, and all applicable waiting periods
under the HSR Act shall have expired or been terminated (collectively, the
"GOVERNMENTAL APPROVALS");

       (d)    No suit, action or other proceeding shall be pending or threatened
before any court or governmental or regulatory official, body or authority or
any arbitrator wherein an unfavorable injunction, judgment, order, decree,
ruling or charge would (i) prevent the performance of this Agreement or the
consummation of any of the transactions contemplated hereby, or declare unlawful
any of the transactions contemplated hereby, (ii) cause any of the transactions
contemplated by this Agreement to be rescinded following consummation, (iii)
affect adversely the right of Buyer to own the Shares or operate the businesses
of or control the Companies, or (iv) affect adversely the right of


                                     - 10 -



the Companies to own their respective assets or control their respective
businesses, and no such injunction, judgment, order, decree or ruling shall have
been entered or be in effect;

       (e)    Since September 30, 1999, there shall have been no material
adverse change or development or the discovery of an event or occurrence which
could be expected to have a material adverse change or development in the
business, financial condition, value, operating results, assets, liabilities,
operations, business prospects, cash flow, net worth or customer, supplier or
employee relations of the Companies taken as a whole (as determined by Buyer in
its sole discretion);

       (f)    Sellers shall have delivered to the Companies all property owned
by the Companies that is currently used by any persons who are not full-time
employees of the Companies;

       (g)    The Companies shall have obtained and delivered to Buyer a letter
of consent and estoppel and/or a landlord lien waiver agreement from each lessor
of Leased Realty and the Real Estate Leases in form and substance reasonably
satisfactory to Buyer and Buyer's lender and their special counsel;

       (h)    The respective employment arrangements between any Company and
each of the Sellers shall have been terminated. Felix M. Petrillo shall have
entered into an agreement for employment with the Companies in form
substantially the same as that attached hereto as EXHIBIT A-1 and Felix J.
Petrillo shall have entered into an agreement for employment with the Companies
in form substantially the same as that attached hereto as EXHIBIT A-2 (the
"EMPLOYMENT AGREEMENTS"), and all of such agreements shall be in full force and
effect at the Closing;

       (i)    Each of Felix M. Petrillo and Felix J. Petrillo shall have entered
into an executive stock purchase agreement with Linc.net providing for the
purchase, in the aggregate, of $7,000,000 of capital stock of Linc.net, each in
form substantially the same as that attached hereto as EXHIBIT B-1 (the "FELIX
PURCHASE AGREEMENTS"), and each of such agreements shall be in full force and
effect at the Closing;

       (j)    Each of Michael Petrillo and Maria Elena Petrillo shall have
entered into an executive stock purchase agreement with Linc.net providing for
the purchase, in the aggregate, of $2,000,000 of capital stock of Linc.net, each
in form substantially the same as that attached hereto as EXHIBIT B-2 (together
with the Felix Purchase Agreements, the "EXECUTIVE PURCHASE AGREEMENTS"), and
each of such agreements shall be in full force and effect at the Closing;

       (k)    Each of Felix M. Petrillo, Felix J. Petrillo, Michael Petrillo and
Maria Elena Petrillo shall have entered into the Amended and Restated
Stockholders Agreement, dated as of June 12, 2000, among Linc.net and the
stockholders of Linc.net attached hereto as EXHIBIT C (the "STOCKHOLDERS
AGREEMENT"), and such agreement shall be in full force and effect at the
Closing;

       (l)    Each of Felix M. Petrillo, Felix J. Petrillo, Michael Petrillo and
Maria Elena Petrillo shall have entered into the Amended and Restated
Registration Agreement, dated as of June


                                     - 11 -



12, 2000, among Linc.net and the stockholders of Linc.net attached hereto as
EXHIBIT D (the "REGISTRATION AGREEMENT"), and such agreement shall be in full
force and effect at the Closing;

       (m)    One of the Companies shall have entered into agreements for the
lease of (i) 290 East 132nd Street, Bronx, New York with F&M Properties LLC,
(ii) 1165 Longwood Avenue, Bronx, New York with F&M Properties LLC and (iii) 154
Route 202, Lincolndale, New York with F.M.P. Holding Corp., each in form
substantially the same as that attached hereto as EXHIBIT E (the "REAL ESTATE
LEASES"), and the Real Estate Leases shall be in full force and effect at the
Closing;

       (n)    Buyer shall have received from McMillan Constabile LLP, counsel
for Sellers and the Companies, an opinion with respect to the matters set forth
in EXHIBIT F attached hereto, which shall be addressed to Buyer and Buyer's
lenders, dated as of the Closing Date, and in form and substance reasonably
satisfactory to Buyer and Buyer's lenders;

       (o)    Buyer shall have received evidence (in form and substance
satisfactory to Buyer) that the Companies' and Sellers' legal counsel,
investment bankers and other agents and representatives have been paid in full
and that the Companies have no liability to any of their or Sellers' legal
counsel, investment bankers, agents or representatives;

       (p)    The Companies shall have obtained releases of all Liens (other
than any Permitted Liens) relating to the assets and properties of the Companies
and the Companies shall have obtained and delivered to Buyer and Buyer's lenders
payoff letters with respect to all Indebtedness for borrowed money outstanding
as of the Closing (in each case on terms and conditions satisfactory to Buyer);

       (q)    Sellers and the Companies shall have delivered to Buyer copies of
the Companies' interim monthly and year-to-date financial statements;

       (r)    The Companies' and their Subsidiaries' aggregate Indebtedness
shall not exceed $13,000,000;

       (s)    The Companies' auditors, Marden, Harrison & Kreuter shall have
consented to the use of their audited financial statements of the Companies and
their Subsidiaries as of and for the periods ending September 30, 1999,
September 30, 1998 and September 30, 1997 by Linc.net in any filing made by
Linc.net with the Securities and Exchange Commission; and

       (t)    Sellers shall have delivered to Buyer (i) a certificate signed by
each of the Companies, dated the Closing Date, stating that the conditions
specified in subsections (a) through (s) above (other than subsection (n) above)
have been satisfied as of the Closing; (ii) a certificate from Sellers and the
Companies indicating their good faith and best estimates of (A) the Closing
Indebtedness (B) the Income Tax Payable and (C) the Excess Distributions; (iii)
copies of all Third-Party Approvals and Governmental Approvals; (iv) certified
copies of the resolutions of the Companies' board of directors authorizing the
execution, delivery and performance of this Agreement


                                     - 12 -



and the other agreements contemplated hereby and the consummation of the
transactions contemplated hereby and thereby; (v) the resignations, effective as
of the Closing, of each director of each Company; (vi) good standing
certificates for each of the Companies from their respective jurisdictions of
incorporation and each jurisdiction in which such Company is qualified to do
business as a foreign corporation, in each case dated as of a recent date prior
to the Closing Date; (vii) elections under Code Section 338(h)(10) for each of
the S Corps on Form 8023 (and any corresponding state or local income tax
elections), in accordance with its instructions and the Temporary Regulations
under Code Section 338(h)(10) (such elections shall be left blank so as to allow
for the allocation of the Purchase Price in accordance with Section 8.10(d)(iv)
hereof), and executed by each Seller; and (viii) such other documents or
instruments as are required to be delivered by Sellers or the Companies at the
Closing pursuant to the terms hereof or that Buyer reasonably requests prior to
the Closing Date to effect the transactions contemplated hereby.

         All proceedings to be taken by Sellers and the Companies in connection
with the consummation of the transactions contemplated hereby and all
certificates, opinions, instruments and other documents required to effect the
transactions contemplated hereby reasonably requested by Buyer shall be
reasonably satisfactory in form and substance to Buyer and its special counsel.
Any condition specified in this Section 3.1 may be waived by Buyer if such
waiver is set forth in a writing duly executed by Buyer.

         3.2   CONDITIONS TO SELLERS' OBLIGATIONS. The obligation of Sellers to
consummate the transactions contemplated by this Agreement is subject to the
satisfaction of the following condi tions at or prior to the Closing:

         (a)   The representations and warranties made by Buyer in Article VI
hereof shall be true and correct in all material respects at and as of the
Closing Date, and Buyer shall have performed in all material respects all the
covenants and agreements required to be performed by it hereunder prior to the
Closing;

         (b)   All applicable waiting periods under the HSR Act shall have
expired or been otherwise terminated;

         (c)   No suit, action or other proceeding shall be pending before any
court or governmental or regulatory official, body or authority wherein an
unfavorable injunction, judgment, order, decree or ruling would (i) prevent
consummation of the transactions contemplated by this Agreement or (ii) cause
the transactions contemplated by this Agreement to be rescinded following
consummation, and no such injunction, judgment, order, decree or ruling shall be
in effect;

         (d)   Linc.net shall have executed and delivered the Stockholders
Agreement, and the Stockholders Agreement shall be in full force and effect as
of the Closing;

         (e)   Linc.net shall have executed and delivered the Registration
Agreement, and the Registration Agreement shall be in full force and effect as
of the Closing;


                                     - 13 -



         (f)   Linc.net shall have executed and delivered each of the Executive
Purchase Agreements, and each of the Executive Purchase Agreements shall be in
full force and effect as of the Closing; and

         (g)   At the Closing, Buyer shall have delivered to the Seller
Representative (i) a certificate signed by Buyer, dated the date of the Closing,
stating that the conditions specified in subsection (a) above have been
satisfied and that the waiting period under the HSR Act has expired or been
terminated, (ii) certified copies of the resolutions of Buyer's board of
directors authorizing the execution, delivery and performance of this Agreement
and the other agreements contemplated hereby and the consummation of the
transactions contemplated hereby and thereby, and (iii) such other documents or
instruments as are required to be delivered by Buyer at the Closing pursuant to
the terms hereof or that Sellers reasonably request prior to the Closing Date to
effect the transactions contemplated hereby.

         All proceedings to be taken by Buyer in connection with the
consummation of the trans actions contemplated hereby and all documents required
to be delivered by Buyer to effect the trans actions contemplated hereby
reasonably requested by Sellers or the Seller Representative shall be reasonably
satisfactory in form and substance to Sellers. Any condition specified in this
Section 3.2 may be waived if such waiver is set forth in a writing duly executed
by Sellers.


                                   ARTICLE IV

                             [Intentionally Omitted]


                                    ARTICLE V

                    REPRESENTATIONS AND WARRANTIES CONCERNING
                            THE COMPANIES AND SELLERS

         As a material inducement to Buyer to enter into this Agreement and
consummate the transactions contemplated hereby, each Seller and the Companies
hereby jointly and severally represent and warrant to Buyer that:

         5.1   CAPACITY, ORGANIZATION, CORPORATE POWER AND LICENSES. Each Seller
has full power, authority and legal capacity to enter into this Agreement and
the other documents contemplated hereby to which such Seller is a party and to
perform his or her obligations hereunder and thereunder. Each of Equities and
Industries is a corporation duly organized, validly existing and in good
standing under the laws of the State of New York and is qualified to do business
in every jurisdiction in which its ownership of property or conduct of business
requires it to qualify. Florida is a corporation duly organized, validly
existing and in good standing under the laws of the State of Florida and is
qualified to do business in every jurisdiction in which its ownership of
property or conduct of business requires


                                     - 14 -





it to qualify. Each of the Companies possesses all requisite corporate power and
authority and all licenses, permits and authorizations necessary to own and
operate its properties, to carry on its business as now conducted and presently
proposed to be conducted and to carry out the transactions contemplated by this
Agreement. The copies of the certificate or articles of incorporation and
by-laws for each Company, which have been furnished to Buyer's special counsel,
reflect all amendments made thereto at any time prior to the date of this
Agreement and are correct and complete. The minute books (containing the records
of meetings of the stockholders and board of directors), the stock certificate
books and the stock record books of the Companies are correct and complete in
all material respects. None of the Companies is in default under or in violation
of any provision of its certificate or articles of incorporation or by-laws. The
attached CAPITAL STOCK AND RELATED MATTERS SCHEDULE sets forth a list of the
officers and directors of each of the Companies.

         5.2   CAPITAL STOCK AND RELATED MATTERS; TITLE TO SHARES. The entire
authorized, issued and outstanding capital stock of each of the Companies and
the par value per share of such capital stock is set forth on the CAPITAL STOCK
AND RELATED MATTERS SCHEDULE attached hereto. Each Seller is the record owner
of, and has good and marketable title to, all of the outstanding shares of
common stock of the Companies set forth opposite such Seller's name on the
SCHEDULE OF SELLERS, free and clear of all Encumbrances. At the Closing, Sellers
shall sell to Buyer good and marketable title to the Shares, free and clear of
all Encumbrances. None of the Companies has outstanding any stock, equity or
other securities convertible or exchangeable for any capital stock, or
containing any profit participation features, nor any rights or options to
subscribe for or to purchase its capital stock, or any stock or securities
convertible into or exchangeable for its capital stock, or any stock
appreciation rights or phantom stock plan. None of the Companies is subject to
any option or obligation (contingent or otherwise) to repurchase or otherwise
acquire or retire any shares of its capital stock or any warrants, options or
other rights to acquire its capital stock. None of the Companies has violated
any federal or state securities laws in connection with the offer, sale or
issuance of its capital stock. All of the outstanding shares of the Companies'
capital stock have been duly authorized, validly issued and are fully paid and
nonassessable. Except as set forth on the CAPITAL STOCK AND RELATED MATTERS
SCHEDULE attached hereto, there are no agreements between the Companies'
stockholders with respect to the voting or transfer of the Companies' capital
stock, or with respect to any other aspect of the Companies' affairs.

         5.3   AUTHORIZATION; NONCONTRAVENTION. The execution, delivery and
performance of this Agreement and all of the other agreements and instruments
contemplated hereby to which the Companies are a party have been duly authorized
by each of the Companies, and no other corporate act or other proceeding on the
part of the Companies or the boards of directors of the Companies is necessary
to authorize the execution, delivery or performance of this Agreement or the
other agreements contemplated hereby and the consummation of the transactions
contemplated hereby or thereby. This Agreement has been duly executed and
delivered by each of the Companies and Sellers and constitutes a valid and
binding obligation of each of the Companies and Sellers, enforceable against
each in accordance with its terms, and each of the other agreements and
instruments contemplated hereby to which the Companies or any Seller is a party,
when executed and delivered by the Companies or such Seller(s), as applicable,
in accordance with the terms hereof and thereof, shall each constitute a valid


                                     - 15 -



and binding obligation of such Person, enforceable in accordance with its
respective terms. Except as set forth on the attached RESTRICTIONS SCHEDULE and
except for any filing, notice or authorization required pursuant to the HSR Act,
the execution and delivery by the Companies and Sellers of this Agreement and
all of the other agreements and instruments contemplated hereby to which the
Companies or any Seller(s) is a party and the fulfillment of and compliance with
the respective terms hereof and thereof by the Companies and Sellers do not and
will not (a) conflict with or result in a breach of the terms, conditions or
provisions of, (b) constitute a default under (whether with or without the
passage of time, the giving of notice or both), (c) result in the creation of
any Lien upon any of the Companies' capital stock or assets pursuant to, (d)
give any third party the right to modify, terminate or accelerate any obligation
under, (e) result in a violation of, or (f) require any authorization, consent,
approval, exemption or other action of or by or notice or declaration to, or
filing with, any third party or any court or administrative or governmental body
or agency pursuant to, the Companies' charter documents, bylaws or other
constituent documents, or any law, statute, rule or regulation to which any of
the Companies or any Seller is subject, or any agreement, instrument, license,
permit, order, judgment or decree to which the Companies or any Seller is
subject. None of the Companies or any Seller is a party to or bound by any
written or oral agreement or understanding with respect to a Company Transaction
other than this Agreement, and each such Person has terminated all discussions
with third parties (other than with Buyer and its Affiliates) regarding Company
Transactions.

         5.4   SUBSIDIARIES. None of the Companies has or has ever had any
Subsidiaries other than (i) F.M.P. Holding Corp., a New York corporation and
wholly-owned subsidiary of Industries, which was distributed to the stockholders
of Industries prior to the Closing and (ii) C and F Equipment Corp., a New York
corporation and wholly-owned subsidiary of Industries, which was merged with and
into Industries on July 2, 1996. None of the Companies owns or holds the right
to acquire any shares of stock or any other security or interest in any other
Person or has any obligation to make any Investment in any Person.

         5.5   FINANCIAL STATEMENTS. Attached hereto as the FINANCIAL STATEMENTS
SCHEDULE are the following financial statements and open contracts schedule:

         (a)   the audited combined and consolidated balance sheet of the
Companies as of September 30, 1999 (after giving effect to the "Entries to be
Posted" chart attached thereto, the "SEPTEMBER BALANCE SHEET"), September 30,
1998 and September 30, 1997, and the related statements of income and cash flows
for the fiscal years then ended as audited by Marden, Harrison & Kreuter and the
footnotes thereto;

         (b)   the combined and consolidated balance sheet of the Companies as
of March 31, 2000 (after giving effect to the "Entries to be Posted" chart
attached thereto, the "MARCH BALANCE SHEET") and the related statements of
income and cash flows for the six-month period then ended;

         (c)   the reviewed combined and consolidated balance sheet of the
Companies as of March 31, 1999, March 31, 1998 and March 31, 1997, and the
related statements of income and cash flows for the six-month periods then ended
as reviewed by Marden, Harrison & Kreuter; and


                                     - 16 -



         (d)   the schedule of open contracts as of June 15, 2000 and July 15,
2000;

Each of the foregoing financial statements (after giving effect to the "Entries
to be Posted" chart attached thereto) and schedule of open contracts (including
in all cases the notes thereto, if any) is accurate and complete, is consistent
with the books and records of the Companies (which, in turn, are accurate and
complete), fairly presents the financial condition and operating results of the
Companies and has been prepared in accordance with GAAP consistently applied
throughout the periods covered thereby, subject in the case of unaudited
financial statements to the absence of footnote disclosures (none of which
footnote disclosures would, alone or in the aggregate be materially adverse to
the business, operations, assets, liabilities, financial condition, operating
results, value, cash flow or net worth of the Companies taken as a whole).
Except as set forth on the FINANCIAL STATEMENTS SCHEDULE, since the date of the
September Balance Sheet, there have been no changes in the Companies' reserve or
accrual amounts or policies.

         5.6   ACCOUNTS RECEIVABLE. All accounts and notes receivable reflected
on the September Balance Sheet, the March Balance Sheet and all accounts and
notes receivable reflected on the books and records of the Companies generated
after the date of the March Balance Sheet (net of allowances for doubtful
accounts as reflected thereon and as determined in accordance with GAAP) are
valid receivables arising in the ordinary course of business and are current and
collectible at the aggregate recorded amount therefor as shown on the September
Balance Sheet, the March Balance Sheet and on the books and records of the
Companies, as the case may be (net of allowances for doubtful accounts as
reflected thereon and as determined in accordance with GAAP). No Person has any
Lien on such receivables or any part thereof, and no agreement for deduction,
free goods, discount or other deferred price or quantity adjustment has been
made with respect to any such receivables.

         5.7   INVENTORY. The Companies' inventory consists of a quantity and
quality usable and salable in the ordinary course of business consistent with
past practice, is not obsolete, defective, damaged or slow-moving, is
merchantable and fit for its intended use, subject only to the reserves for
inventory write-down set forth on the face of the September Balance Sheet and
the March Balance Sheet (rather than the notes thereto) and as determined in
accordance with GAAP. The amount and mix of the Companies' inventory are
consistent with past practice. Inventory valuations are recorded on the books
and records of the Companies, and are reflected on the face of the September
Balance Sheet and the March Balance Sheet, in accordance with GAAP consistently
applied.

         5.8   ABSENCE OF UNDISCLOSED LIABILITIES. None of the Companies has or
will have any obligation or liability (whether accrued, absolute, contingent,
unliquidated or otherwise, whether or not known to the Companies, whether due or
to become due and regardless of when or by whom asserted) arising out of any
transaction entered at or prior to the date hereof, or any action or inaction at
or prior to the date hereof, or any state of facts existing at or prior to the
date hereof, other than (a) liabilities reflected on the September Balance
Sheet, (b) liabilities and obligations which have arisen after the date of the
September Balance Sheet in the ordinary course of business and accurately
reflected on the Companies' books and records (none of which is a liability for
breach of contract, breach of warranty,


                                     - 17 -



tort, infringement, violation of law, claim or lawsuit), (c) obligations under
contracts and commitments described on the attached CONTRACTS SCHEDULE and (d)
obligations under contracts and commitments entered into in the ordinary course
of business consistent with past practice which are not required to be disclosed
on the CONTRACTS SCHEDULE pursuant to Section 5.12 below (but not liabilities
for any breach of any such contract or commitment occurring on or prior to the
Closing Date).

         5.9   NO MATERIAL ADVERSE EFFECT. Since September 30, 1999 there has
occurred no fact, event or circumstance which has had or would reasonably be
expected to have a Material Adverse Effect. Since September 30, 1999, each of
the Companies has conducted its business only in the ordinary course of business
consistent with past practice.

         5.10  ABSENCE OF CERTAIN DEVELOPMENTS. Except as set forth on the
attached DEVELOPMENTS SCHEDULE, since September 30, 1999, none of the Companies
has:

         (a)   issued any notes, bonds or other debt securities or any capital
stock, or other equity securities or any securities or rights convertible,
exchangeable or exercisable into any capital stock or other equity securities;

         (b)   borrowed any amount or incurred or become subject to any material
liabilities, except (i) current liabilities incurred in the ordinary course of
business consistent with past practice, or (ii) liabilities for borrowings
pursuant to the M&T Credit Line incurred in the ordinary course of business
consistent with past practice;

         (c)   discharged or satisfied any material Lien or paid any material
obligation or liability, other than current liabilities paid in the ordinary
course of business;

         (d)   declared, set aside or made any payment or distribution of cash
(other than Permitted Tax Distributions) or other property to any of its
stockholders with respect to such stockholder's capital stock or otherwise, or
purchased, redeemed or otherwise acquired any shares of its capital stock or
other equity securities (including any warrants, options or other rights to
acquire its capital stock or other equity);

         (e)   mortgaged or pledged any of its properties or assets or subjected
them to any Lien, except for Permitted Liens;

         (f)   sold, assigned, transferred, leased, licensed or otherwise
encumbered any of its tangible assets, except in the ordinary course of business
consistent with past practice, or canceled or forgiven any debts or claims;

         (g)   sold, assigned, transferred, leased, licensed or otherwise
encumbered any Intellectual Property Rights, disclosed any proprietary
confidential information to any Person (other than to Buyer and its Affiliates
and other than in the ordinary course of business consistent with past


                                     - 18 -



practice in circumstances in which it has imposed reasonable confidentiality
restrictions), or abandoned or permitted to lapse any Intellectual Property
Rights;

         (h)   made or granted any bonus or any wage or salary increase to any
employee (including officers) or group of employees who receive more than
$40,000 in annual compensation from the Companies or made or started any bonus
or any wage or salary increase with respect to any employee (including officers)
or group of employees who receive less than $40,000 in annual compensation
outside the ordinary course of business (except as required by pre-existing
contracts described on the attached CONTRACTS SCHEDULE), or made or granted any
increase in any employee benefit plan or arrangement, or amended or terminated
any existing employee benefit plan or arrangement or adopted any new employee
benefit plan or arrangement or entered into, amended or terminated any
collective bargaining agreement or other agreement;

         (i)   implemented any plant closing or other layoff of employees that
could implicate the Worker Adjustment and Retraining Notification Act, as
amended, or any similar foreign, state or local law, regulation or ordinance;

         (j)   suffered any extraordinary losses or waived any rights of value
(whether or not in the ordinary course of business or consistent with past
practice) in excess of $25,000 in the aggregate;

         (k)   made capital expenditures or commitments therefor that amount in
the aggregate to more than $25,000;

         (l)   delayed or postponed the payment of any accounts payable or
commissions or any other liability or obligation or agreed or negotiated with
any party to extend the payment date of any accounts payable or commissions or
any other liability or obligation or accelerated the collection of (or
discounted) any accounts or notes receivable;

         (m)   made any loans or advances to, guaranties for the benefit of, or
any Investments in, any Person (other than advances to the Companies' employees
in the ordinary course of business consistent with past practice);

         (n)   made any charitable contributions or pledges exceeding in the
aggregate $10,000 or made any political contributions;

         (o)   suffered any damage, destruction or casualty loss exceeding in
the aggregate $25,000 whether or not covered by insurance;

         (p)   made any change in any method of accounting or accounting
policies or made any write-down in the value of its inventory that is material
or that is other than in the usual, regular and ordinary course of business
consistent with past practice, including changes in reserve or accrual amounts
or policies (whether or not in the ordinary course of business or consistent
with past practice);


                                     - 19 -



         (q)   made any Investment in or taken any steps to incorporate any
Subsidiary;

         (r)   amended its certificate or articles of incorporation, by-laws or
other organizational documents;

         (s)   entered into any agreement or arrangement prohibiting or
restricting it from freely engaging in any business or otherwise restricting the
conduct of its business anywhere in the world;

         (t)   taken any action or failed to take any action that has, had or
would reasonably be expected to have the effect of accelerating to pre-Closing
periods sales to the trade or other customers that would otherwise be expected
to occur after the Closing;

         (u)   entered into any contract other than in the ordinary course of
business consistent with past practice, entered into any other material
transaction, whether or not in the ordinary course of business or consistent
with past practice, or materially changed any business practice; or

         (v)   agreed, whether orally or in writing, to do any of the foregoing.

         5.11  ASSETS.

         (a)   The Companies have good and marketable title to, or a valid
leasehold interest in, all properties and assets used by the Companies, located
on their premises or shown on the September Balance Sheet, the March Balance
Sheet or acquired after the date thereof, free and clear of all Liens (other
than properties and assets disposed of for fair consideration in the ordinary
course of business since the date of the September Balance Sheet and the March
Balance Sheet and except for Liens disclosed on the September Balance Sheet and
the March Balance Sheet (including any notes thereto) and Permitted Liens). The
Companies own, have a valid leasehold interest in or have the valid and
enforceable right to use all assets, tangible or intangible, necessary for the
conduct of their business as presently conducted and as presently proposed to be
conducted. All of the Companies' buildings (including all components of such
buildings, structures and other improvements), equipment, machinery, fixtures,
improvements and other tangible assets (whether owned or leased) are in good
condition and repair (ordinary wear and tear excepted) and are fit for use in
the ordinary course of the Companies' business as presently conducted and as
presently proposed to be conducted. All such assets have been installed and
maintained in all material respects in accordance with all applicable laws,
regulations and ordinances. The attached ASSETS SCHEDULE sets forth and
describes in reasonable detail the actual out-of-pocket capital expenditures (as
determined in accordance with GAAP) made by the Companies during the
twelve-months ended September 30, 1999 and the twelve-months ended March 31,
2000.

         (b)   None of the Companies owns any real property or possesses any
right to acquire any real property. The LEASED REAL PROPERTY SCHEDULE attached
hereto contains a complete list of all real property leased or subleased by the
Companies (individually "LEASED REAL PROPERTY" and collectively, the "LEASED
REALTY"). The Companies have previously delivered to Buyer's special


                                     - 20 -



counsel complete and accurate copies of each of the leases for the Leased Realty
(the "REALTY LEASES"). With respect to each Realty Lease: (i) the Realty Lease
is legal, valid, binding, enforceable and in full force and effect and will
continue to be legal, valid, binding, enforceable and in full force and effect
after the Closing; (ii) neither the Companies nor any other party to the Realty
Lease is in breach or default, and no event has occurred which, with notice or
lapse of time or both, could constitute such a breach or default or permit
termination, modification or acceleration under the Realty Lease; (iii) no party
to the Realty Lease has repudiated any provision thereof; (iv) there are no
disputes, oral agreements or forbearance programs in effect as to the Realty
Lease; (v) the Realty Lease has not been modified in any respect, except to the
extent that such modifications are disclosed by the documents delivered to
Buyer; and (vi) the Companies have not assigned, transferred, conveyed,
mortgaged, deeded in trust or encumbered any interest in the Realty Lease.

         (c)   F&M Properties LLC has fee simple title to the real property
located at 290 East 132nd Street, Bronx, New York and 1165 Longwood Avenue,
Bronx, New York which is leased to the Companies pursuant to the Real Estate
Leases, free and clear of all Liens, except Permitted Liens and does not lease
or sublease the properties to any Person other than the Companies and does not
allow any Person other than the Companies to use such properties.

         (d)   F.M.P. Holding Corp. has fee simple title to the real property
located at 154 Route 202, Lincolndale, New York which is leased to the Companies
pursuant to a Real Estate Lease, free and clear of all Liens, except Permitted
Liens and does not lease or sublease the property to any Person other than the
Companies and does not allow any Person other than the Companies to use such
property.


         5.12  CONTRACTS AND COMMITMENTS.

         (a)   Except as set forth on the attached CONTRACTS SCHEDULE, none of
the Companies is a party to or bound by any written or oral:

              (i)    pension, profit sharing, stock option, employee stock
purchase or other plan or arrangement providing for deferred or other
compensation to employees, former employees or consultants, or any other
employee benefit plan or arrangement, or any collective bargaining agreement or
any other contract with any labor union, or severance agreements, programs,
policies or arrange ments, contracts with any multi-employer organization or
association for the purpose of collective bargaining or collective bargaining
agreement administration, or subcontractor for whose non-compliance with
collective bargaining agreements any of the Companies are liable;

              (ii)   contract for the employment of any officer, individual
employee or other Person on a full-time, part-time, consulting or other basis or
relating to loans to officers, directors or Affiliates;


                                     - 21 -



              (iii)  contract under which the Companies have advanced or loaned
any other Person amounts in the aggregate exceeding $25,000;

              (iv)   agreement or indenture relating to borrowed money or other
Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any
material asset or material group of assets of the Companies;

              (v)    Guaranty, performance bond or similar agreement;

              (vi)   lease or agreement under which the Companies is lessee of
or holds or operates any property, real or personal, owned by any other party,
except for any lease of real or personal property under which the aggregate
annual rental payments do not exceed $25,000;

              (vii)  lease or agreement under which the Companies is lessor of
or permits any third party to hold or operate any property, real or personal,
owned or controlled by the Companies;

              (viii) contract or group of related contracts with the same party
or group of affiliated parties the performance of which involves consideration
in the aggregate in excess of $25,000, other than purchase and sales orders
incurred in the ordinary course of business;

              (ix)   assignment, license, indemnification or agreement with
respect to any intangible property (including any Intellectual Property Rights);

              (x)    warranty agreement with respect to its services rendered or
its products sold or leased;

              (xi)   agreement under which it has granted any Person any
registration rights (including demand or piggyback registration rights);

              (xii)  sales, distribution, supply or franchise agreement;

              (xiii) agreement with a term of more than six months which is not
terminable by the Companies upon less than 30 days' notice without penalty and
involves a consideration in excess of $25,000 annually;

              (xiv)  contract regarding voting, transfer or other arrangements
related to the Companies' capital stock or warrants, options or other rights to
acquire any of the Companies' capital stock;

              (xv)   contract or agreement prohibiting it from freely engaging
in any business or competing anywhere in the world; or


                                     - 22 -



              (xvi)  any other agreement which is material to its operations and
business prospects or involves a consideration in excess of $25,000 annually.

         (b)   All of the contracts, leases, agreements and instruments set
forth or required to be set forth on the CONTRACTS SCHEDULE are valid, binding
and enforceable in accordance with their respective terms and will be in full
force and effect without penalty in accordance with their terms upon
consummation of the transactions contemplated hereby. Except as set forth on the
CONTRACTS SCHEDULE, (i) each of the Companies and their respective
subcontractors has performed all obligations required to be performed by it and
is not in default under or in breach of nor in receipt of any claim of default
or breach under any contract, lease, agreement or instrument to which the
Companies are subject; (ii) no event has occurred which with the passage of time
or the giving of notice or both would result in a default, breach or event of
noncompliance by the Companies under any contract, lease, agreement or
instrument to which the Companies are subject; (iii) none of the Companies has
any present expectation or intention of not fully performing all such
obligations; (iv) no partially-filled or unfilled customer purchase order or
sales order is subject to cancellation or any other material modification by the
other party thereto or is subject to any penalty, right of set-off or other
charge by the other party thereto for late performance or delivery; and (v)
neither the Companies nor any Seller has knowledge of any breach or anticipated
breach by the other parties to any contract, lease, agreement, instrument or
commitment to which they are parties. None of the Companies is a party to any
contract, agreement or commitment the performance of which could reasonably be
expected to have a Material Adverse Effect.

         (c)   Buyer's counsel has been supplied with a true and correct copy of
each of the written instruments, plans, contracts and agreements and an accurate
description of each of the oral arrangements, contracts and agreements which are
referred to on the attached CONTRACTS SCHEDULE, together with all amendments,
waivers or other changes thereto.

         5.13  INTELLECTUAL PROPERTY RIGHTS.

         (a)   The attached INTELLECTUAL PROPERTY SCHEDULE contains a complete
and accurate list of all (i) patented or registered Intellectual Property Rights
owned or, to the Companies' or any Seller's knowledge, used by the Companies,
(ii) pending patent applications and applications for other registrations of
Intellectual Property Rights filed by or on behalf of the Companies, and (iii)
material unregistered Intellectual Property Rights owned or used by the
Companies. The attached INTELLECTUAL PROPERTY SCHEDULE also contains a complete
and accurate list of all licenses and other rights granted by the Companies to
any third party with respect to any Intellectual Property Rights and all
licenses and other rights granted by any third party to the Companies with
respect to any Intellectual Property Rights, in each case identifying the
subject Intellectual Property Rights. The Companies own and possess all right,
title and interest to, or have the right to use pursuant to a valid and
enforceable license, all Intellectual Property Rights necessary for the
operation of the businesses of the Companies as presently conducted and as
presently proposed to be conducted, free and clear of all Liens. Without
limiting the generality of the foregoing, the Companies own and possess all
right, title and interest in and to all Intellectual Property Rights created or
developed by the Companies' employees and independent contractors or under the
direction or supervision of the' employees or independent contractors relating


                                     - 23 -



to the businesses of the Companies or to the actual or demonstratively
anticipated research or development conducted by the Companies. Except as set
forth on the attached INTELLECTUAL PROPERTY SCHEDULE, the loss or expiration of
any Intellectual Property Right or related group of Intellectual Property Rights
owned or used by the Companies has not had and would not reasonably be expected
to have a Material Adverse Effect, and no loss or expiration of any Intellectual
Property Right is threatened, pending or, to the Companies' or any Seller's
knowledge, reasonably foreseeable. The Companies have taken all necessary steps
to maintain and protect the Intellectual Property Rights which they own and use.
To the Companies' and Sellers' knowledge, the owners of any Intellectual
Property Rights licensed to the Companies have taken commercially reasonable
action to maintain and protect the Intellectual Property Rights which are
subject to such licenses.

         (b)   Except as set forth on the attached INTELLECTUAL PROPERTY
SCHEDULE, (i) there have been no claims made against the Companies asserting the
invalidity, misuse or unenforceability of any of the Intellectual Property
Rights owned or used by the Companies and, to the Companies' and each Seller's
knowledge, there is no basis for any such claim, (ii) neither the Companies nor
any Seller has received any notices of, and has no knowledge of any facts that
indicate a likelihood of, any infringement or misappropriation by, or conflict
with, any third party with respect to any Intellectual Property Rights
(including any demand or request that the Companies license any rights from a
third party), (iii) the conduct of the Companies' businesses has not infringed,
misappropriated or conflicted with and does not infringe, misappropriate or
conflict with any Intellectual Property Rights of other Persons, and (iv) to the
Companies' and each Seller's knowledge, the Intellectual Property Rights owned
by or licensed to the Companies have not been infringed, misappropriated or
conflicted by other Persons. The transactions contemplated by this Agreement
will not have a Material Adverse Effect on the Companies' right, title or
interest in and to the Intellectual Property Rights listed (or required to be
listed) on the INTELLECTUAL PROPERTY SCHEDULE and all of such Intellectual
Property Rights shall be owned or available for use by the Companies on
identical terms and conditions immediately after the Closing.

         (c)   Except as disclosed on the INTELLECTUAL PROPERTY SCHEDULE, none
of the computer software, computer firmware, computer hardware (whether general
or special purpose) or other similar or related computer systems or software
that are used or relied on by Companies in the conduct of its business will
malfunction, will cease to function, will generate incorrect data or will
produce incorrect results when processing, providing or receiving (i)
date-related data from, into and between the twentieth and twenty-first
centuries or (ii) date-related data in connection with any valid date in the
twentieth and twenty-first centuries.

         5.14  LITIGATION. Except as set forth on the attached LITIGATION
SCHEDULE and matters for which the Companies are fully insured, there are no
actions, suits, proceedings (including any arbitration proceedings), orders,
investigations or claims pending or, to the Companies' or any Seller's
knowledge, threatened against or affecting the Companies or their assets (or to
the Companies' or any Seller's knowledge, pending or threatened against or
affecting any of the officers, directors or employees of the Companies with
respect to their business or proposed business activities), or pending or
threatened by the Companies against any Person, at law or in equity, or before
or by any governmental department, commission, board, bureau, agency or
instrumentality (including any actions,


                                     - 24 -



suits, proceedings or investigations with respect to the transactions
contemplated by this Agreement); none of the Companies is subject to any
arbitration proceedings under collective bargaining agreements or otherwise or
any governmental investigations or inquiries; and, to the Companies' or any
Seller's knowledge, there is no basis for any of the foregoing. The foregoing
includes, without limitation, actions pending or threatened involving the prior
employment of any of the Companies' employees, their use in connection with the
Companies' businesses of any information or techniques allegedly proprietary to
any of their former employers or their obligations under any agreements with
prior employers. None of the Companies is subject to any judgment, order or
decree of any court or other governmental agency, and none of the Companies has
received any opinion or memorandum or advice from legal counsel to the effect
that it is exposed, from a legal standpoint, to any material liabilities. There
are no actions, suits, proceedings (including any arbitration proceedings),
orders, investigations or claims pending or, to the Companies' or any Seller's
knowledge, threatened against or affecting any Seller in which it is sought to
restrain or prohibit or to obtain damages or other relief in connection with the
transactions contemplated hereby.

         5.15  COMPLIANCE WITH LAWS.

         (a)   Each of the Companies has complied and is in compliance with all
applicable laws, ordinances, codes, rules, requirements and regulations of
foreign, federal, state and local governments and all agencies thereof relating
to the operation of its business and the maintenance and operation of its
properties and assets. No notices have been received by and no claims have been
filed against the Companies alleging a violation by any of the Companies or
their respective subcontractors of any such laws, ordinances, codes, rules,
requirements or regulations. None of the Companies has made any bribes, kickback
payments or other similar payments of cash or other consideration, including
payments to customers or clients or employees of customers or clients for
purposes of doing business with such Persons.

         (b)   Each of the Companies holds and is in compliance with all
permits, licenses, bonds, approvals, certificates, registrations, accreditations
and other authorizations of all foreign, federal, state and local governmental
agencies required for the conduct of its business and the ownership of its
properties (including as the same relate to Environmental and Safety
Requirements), and the attached PERMITS SCHEDULE sets forth a list of all of
such material permits, licenses, bonds, approvals, certificates, registrations,
accreditations and other authorizations. No notices have been received by the
Companies alleging the failure to hold any of the foregoing. All of such
permits, licenses, bonds, approvals, accreditations, certificates, registrations
and authorizations will be available for use by the Companies immediately after
the Closing.

         5.16  ENVIRONMENTAL AND SAFETY MATTERS. Except as set forth on the
attached ENVIRONMENTAL SCHEDULE:

         (a)   Each of the Companies and their respective Affiliates has
complied with and is in compliance with all Environmental and Safety
Requirements.


                                     - 25 -



         (b)   Without limiting the generality of the foregoing, each of the
Companies and their respective Affiliates has obtained and complied with, and is
in compliance with, all permits, licenses and other authorizations that are
required pursuant to Environmental and Safety Requirements for the occupation of
their facilities and the operation of their businesses.

         (c)   None of the Companies has received any oral or written notice,
report or other information regarding any actual or alleged violation of
Environmental and Safety Requirements or any liabilities or potential
liabilities (whether accrued, absolute, contingent, unliquidated or otherwise),
including any investigatory, remedial or corrective obligations, relating to it
or its facilities arising under Environmental and Safety Requirements.

         (d)   Neither this Agreement nor the consummation of the transactions
contemplated hereby will result in any obligations for site investigation or
cleanup, or notification to or consent of any government agencies or third
parties under any Environmental and Safety Requirements (including any so called
"transaction-triggered" or "responsible property transfer" laws and
regulations).

         (e)   None of the following exists at any property or facility owned,
occupied or operated by the Companies: (i) underground storage tanks; (ii)
asbestos-containing material in any form or condition; (iii) materials or
equipment containing polychlorinated biphenyls; or (iv) landfills, surface
impoundments or other disposal areas.

         (f)   None of the Companies or their respective Affiliates has treated,
stored, disposed of, arranged for or permitted the disposal of, transported,
handled or released any substance (including any hazardous substance) or owned,
occupied or operated any facility or property (and no such property or facility
is contaminated by any such substance) in a manner that has given or could give
rise to any liabilities (including any liability for response costs, corrective
action costs, personal injury, natural resource damages, property damage or
attorneys fees or any investigative, corrective or remedial obligations)
pursuant to CERCLA or any other Environmental and Safety Requirements.

         (g)   No facts, events or conditions relating to the past or present
facilities, properties or operations of the Companies, or any of their
respective predecessors or Affiliates will prevent, hinder or limit continued
compliance with Environmental and Safety Requirements, give rise to any
investigatory, remedial or corrective obligations pursuant to Environmental and
Safety Requirements, or give rise to any other liabilities (whether accrued,
absolute, contingent, unliquidated or otherwise) pursuant to Environmental and
Safety Requirements, including without limitation any relating to on-site or
off-site releases or threatened releases of hazardous materials, substances or
wastes, personal injury, property damage or natural resources damage.

         (h)   None of the past or present properties or facilities of the
Companies is listed on any local, state or federal lists or registries of
contaminated, potentially-contaminated or waste disposal sites.


                                     - 26 -



         (i)   To the knowledge of the Companies, no spills, releases, disposal
or any other environmental condition exists or has occurred on any real property
adjoining or in the vicinity of any property or facility of the Companies.

         (j)   None of the Companies has, either expressly or by operation of
law, assumed, undertaken or otherwise become subject to, any liability including
any obligation for corrective, investigatory or remedial action of any other
Person relating to any Environmental and Safety Requirements.

         (k)   The Sellers and each of the Companies have furnished to Buyer all
environmental audits, reports and other material environmental documents
(whether completed or commenced) relating to the current and former operations
and facilities of the Companies and their respective Affiliates, which are in
their possession, custody or control.

         5.17  EMPLOYEES. The attached EMPLOYEES SCHEDULE correctly sets forth
the name, job title and current annual salary of each of the Companies'
employees receiving more than $40,000 in annual compensation and whether any
employees are absent from active employment, including, but not limited to,
leave of absence or disability. Except as set forth on the attached EMPLOYEES
SCHEDULE, (a) none of the Companies is aware that any executive or key employee
of the Companies or any group of employees of the Companies has any plans to
terminate employment with the Companies; (b) the Companies have complied with
all laws relating to the employment of labor (including provisions thereof
relating to wages, hours, safety and health, equal opportunity, collective
bargaining and the payment of social security and other Taxes), and none of the
Companies is aware that it has any labor relations problems (including any union
organization activities, work jurisdictional disputes, claims by labor
organizations for indemnification against contractual defaults by the Companies'
subcontractors, threatened or actual strikes or work stoppages or material
grievances); and (c) neither the Companies nor any of their respective employees
are subject to any noncompete, nondisclosure, confidentiality, employment,
consulting or similar agreements relating to, affecting or in conflict with the
present or proposed business activities of the Companies, except for agreements
between the Companies and their present and former employees. The EMPLOYEES
SCHEDULE sets forth the bonuses paid and reasonably expected to be paid to the
Companies' officers and employees during calendar years 1999 and 2000 (through
the Closing Date) and for the fiscal year ended September 30, 1999.

         5.18  EMPLOYEE BENEFITS PLANS.

         (a)   The attached EMPLOYEE BENEFITS SCHEDULE sets forth an accurate
and complete list of each "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) and each other employee benefit plan, program or
arrangement providing benefits to current or former employees (including any
bonus plan, plan for deferred compensation, retirement, severance, sick leave,
employee health or other welfare benefit plan or other arrangement), at any time
maintained, sponsored, or contributed to by the Companies, or with respect to
which the Companies have any liability or potential liability. Each such item
listed on the attached EMPLOYEE BENEFITS SCHEDULE is referred to herein as a
"PLAN."


                                     - 27 -



         (b)   Except as set forth on the attached EMPLOYEE BENEFITS SCHEDULE,
the Companies do not have any obligation to contribute to (or any other
liability, including current or potential withdrawal liability, with respect to)
any "multiemployer plan" (as defined in Section 3(37) of ERISA) ("MULTIEMPLOYER
PLAN") or any employee benefit plan that is a "defined benefit plan" (as defined
in Section 3(35) of ERISA), whether or not terminated. With respect to each
Multiemployer Plan, (i) none of the Companies has incurred, or reasonably
expects to incur, a complete or partial withdrawal under Section 4201 of ERISA,
(ii) each of the Companies has made or accrued for all required contributions to
such plan on a timely basis and will have made all such contributions as of the
Closing Date, and (iii) such plan is not insolvent or in reorganization, nor
does it have an accumulated funding deficiency, and none of the Companies knows
of any reason why such plan would become insolvent or be in reorganization or
have an accumulated funding deficiency in the foreseeable future.

         (c)   The Companies do not have any obligation under any Plan or
otherwise to provide medical, health, life insurance or other welfare-type
benefits to current or future retired or terminated employees (except for
limited continued medical benefit coverage required to be provided under Section
4980B of the Code or as required under applicable state law).

         (d)   Except as set forth on the EMPLOYEE BENEFITS SCHEDULE under the
heading "Profit Sharing Plans," the Companies does not maintain, contribute to
or have any liability or potential liability under (or with respect to) any
employee benefit plan that is a "defined contribution plan" (as defined in
Section 3(34) of ERISA), whether or not terminated.

         (e)   For purposes of this Section 5.18, the term "Companies" includes
all entities treated as a single employer with the Companies pursuant to Section
414 of the Code.

         (f)   With respect to the Plans, all required or recommended (in
accordance with historical practices) payments, premiums, contributions,
reimbursements or accruals for all periods ending prior to or as of the Closing
will have been made or properly accrued or reserved for on the September Balance
Sheet or the March Balance Sheet, as applicable. None of the Plans has any
unfunded liabilities which are not reflected on the September Balance Sheet or
the March Balance Sheet, as applicable.

         (g)   The Plans and all related trusts, insurance contracts and funds
have been maintained, funded and administered in compliance in all material
respects with their terms and with the applicable provisions of ERISA, the Code
and other applicable laws. Neither the Companies nor any trustee or
administrator of any Plan has engaged in any transaction with respect to the
Plans which would subject the Companies or any trustee or administrator of the
Plans, or any party dealing with any such Plan, nor do the transactions
contemplated by this Agreement constitute transactions which would subject any
such party, to either a civil penalty assessed pursuant to Section 502(i) of
ERISA or the tax or penalty on prohibited transactions imposed by Section 4975
of the Code. No actions, suits or claims with respect to the assets of the Plans
(other than routine claims for benefits) are pending or, to the Companies' or
any Seller's knowledge, threatened which could result in or subject the
Companies to any liability, and there are no circumstances which would give rise
to or be expected to give rise to any


                                     - 28 -



such actions, suits or claims. No liability to the Pension Benefit Guaranty
Corporation or otherwise under Title IV of ERISA has been or could be incurred
by the Companies.

         (h)   Each of the Plans which is intended to be qualified under Section
401(a) of the Code has received a favorable determination from the Internal
Revenue Service that such plan is qualified under Section 401(a) of the Code,
and there are no circumstances which would adversely affect the qualified status
of any such Plan.

         (i)   The Companies have provided Buyer with true and complete copies
of all documents pursuant to which the Plans are maintained, funded and
administered, and the most recent annual reports (Form 5500 and attachments) for
the Plans.

         5.19  INSURANCE. The attached INSURANCE SCHEDULE contains a description
of each insurance policy maintained by the Companies with respect to its
properties, assets and businesses, setting forth the type of coverage, the
annual premiums and deductibles, the coverage amounts therefor and an indication
whether such policy is on a "claims made" or "incurrence" basis, and each such
policy is in full force and effect. None of the Companies is in default with
respect to its obligations under any insurance policy maintained by it, and none
of the Companies has been denied insurance coverage. The insurance coverage of
the Companies is of a kind and type routinely carried by corporations of similar
size engaged in similar lines of business. No insurer has advised any of the
Companies that it intends to reduce coverage, increase premiums or fail to renew
any existing policy or binder. There are no facts upon which an insurer might be
justified in reducing coverage or increasing premiums on existing policies or
binders. Except as set forth on the INSURANCE SCHEDULE, no insurer has denied or
threatened to deny any claim that any of the Companies has made against such
insurer. Except as set forth on the INSURANCE SCHEDULE, none of the Companies
has any self-insurance or co-insurance programs, and the reserves set forth on
the September Balance Sheet and the March Balance Sheet are adequate to cover
all anticipated liabilities with respect to any such self-insurance or
co-insurance programs.

         5.20  TAX MATTERS.

         (a)   Each of the Companies has timely filed all Tax Returns required
to be filed by it, each such Tax Return has been prepared in compliance with all
applicable laws and regulations, and all such Tax Returns are true and accurate.
The attached TAXES SCHEDULE lists all federal, state, local and foreign Tax
Returns filed with respect to any of the Companies for taxable periods that
ended on or after September 30, 1997. All Taxes due and payable by the Companies
(whether or not shown or required to be shown on any Tax Return) have been paid
and the Companies have withheld and paid over to the appropriate taxing
authority all Taxes which they are required to withhold from amounts paid or
owing to any employee, stockholder, creditor or other third party. All Taxes
accrued but not yet due are accrued on the September Balance Sheet, accrued on
the March Balance Sheet and included in the Income Tax Payable amount.

         (b)   Except as set forth on the attached TAXES SCHEDULE:


                                     - 29 -



              (i)    none of the Companies has requested or been granted an
extension of the time for filing any Tax Return which has not yet been filed;

              (ii)   none of the Companies has consented to extend to a date
later than the date hereof the time in which any Tax may be assessed or
collected by any taxing authority;

              (iii)  no deficiency or proposed adjustment which has not been
settled or otherwise resolved for any amount of Tax has been proposed, asserted
or assessed by any taxing authority against the Companies;

              (iv)   there is no action, suit, taxing authority proceeding or
audit now in progress, pending or, to the Companies' or any Seller's knowledge,
threatened against or with respect to the Companies;

              (v)    the Companies do not reasonably expect any taxing authority
to claim or assess any amount of additional Taxes against the Companies;

              (vi)   no claim has ever been made by a taxing authority in a
jurisdiction where any of the Companies, respectively, does not file Tax Returns
claiming that any of the Companies, respectively, is or may be subject to Taxes
assessed by such jurisdiction;

              (vii)  none of the Companies has made any election under Section
341(f) of the Code (or any corresponding provision of state, local or foreign
income Tax law);

              (viii) none of the Companies has made any payments, is obligated
to make any payments, or is a party to any agreement that under certain
circumstances could obligate it to make any payments that will not be deductible
under Code Section 280G;

              (ix)   none of the Companies has been a United States real
property holding corporation within the meaning of Code Section 897(c)(2) during
the applicable period specified in Code Section 897(c)(1)(A)(ii);

              (x)    none of the Companies will be required (A) as a result of a
change in method of accounting for a taxable period ending on or prior to the
Closing Date, to include any adjustment in taxable income for any taxable period
(or portion thereof) ending after the Closing Date, (B) as a result of any
"closing agreement," as described in Section 7121 of the Code (or any
corresponding provision of state, local or foreign income Tax law), to include
any item of income in, or exclude any item of deduction from, taxable income for
any taxable period (or portion thereof) ending after the Closing Date, (C) as a
result of any sale reported on the installment method, to include in taxable
income any amount from a sale in a taxable period ending on or prior to the
Closing Date, or (D) as a result of any prepaid amount received in a taxable
period ending on or prior to the Closing Date, to include in taxable income such
amount (or portion thereof) for any taxable period (or portion thereof) ending
after the Closing Date;


                                     - 30 -



              (xi)   none of the Companies (A) is or has been a member of an
Affiliated Group, (B) is a party to or bound by any Tax allocation or Tax
sharing agreement or (C) has any current or potential contractual obligation to
indemnify any Person (other than any of the Companies) under Treasury Regulation
Section 1.1502-6 (or any similar provision of state, local or foreign law), as a
transferee or successor, by contract or otherwise;

              (xii)  Buyer will not be required to deduct and withhold any
amount pursuant to Section 1445(a) of the Code upon the transfer of any cash or
property pursuant to this Agreement;

              (xiii) each of Equities and Florida (collectively, the "S CORPS")
has made a valid election under Code Section 1362, effective March 19, 1987 and
January 16, 1998, respectively, to be an S corporation for all taxable years
since its inception through and including the current year and has made all
corresponding valid elections, where required, in the states in which it does
business and such elections have not been terminated;

              (xiv)  none of the S Corps has or has ever had any Subsidiary;

              (xv)   none of the Companies will be liable for any Tax under Code
Section 1374 in connection with the deemed sale of their assets caused by the
Section 338(h)(10) Election. None of the Companies has, in the past 10 years,
(A) acquired assets from another corporation in a transaction in which any
company's Tax basis for the acquired assets was determined, in whole or in part,
by reference to the Tax basis of the acquired assets (or any other property) in
the hands of the transferor, or (B) acquired any stock of any corporation which
is a qualified Subchapter S subsidiary;

              (xvi)  Since September 30, 1999, the Companies, in the aggregate,
have not made distributions to any Sellers (other than distributions agreed to
by Buyer relating to Tax periods ending on or prior to September 30, 1999) in
order to pay such Seller's federal and state income tax liabilities in excess of
Permitted Tax Distributions and the aggregate amount of any distributions made
since such date is disclosed on the PERMITTED DISTRIBUTIONS SCHEDULE; and

              (xvii) $1,000,000 of distributions made by the S Corps to the
Sellers on March 31, 2000 were used by the Sellers to pay Taxes attributable to
S Corp income relating to Tax periods ending on or prior to September 30, 1999.

         5.21  SELLERS BROKERAGE AND TRANSACTION BONUSES. There are no claims
for brokerage commissions, finders' fees or similar compensation in connection
with the transactions contemplated by this Agreement based on any arrangement or
agreement binding upon any Seller or any of the Companies. There are no special
bonuses or other similar compensation payable to any employee of the Companies
in connection with the transactions contemplated hereby. Sellers shall pay, and
hold the Companies, Buyer and its Affiliates harmless against, any liability,
loss or expense (including reasonable attorneys' fees and out-of-pocket
expenses) arising in connection with any such claim or special bonus or other
similar compensation.


                                     - 31 -



         5.22  BANK ACCOUNTS. The BANK ACCOUNT SCHEDULE attached hereto lists
all of the Companies' bank accounts (designating each authorized signatory and
the level of each signatory's authorization).

         5.23  NAMES AND LOCATIONS. Except as set forth on the attached NAMES
AND LOCATIONS SCHEDULE, during the five-year period prior to the execution and
delivery of this Agreement, none of the Companies or their respective
predecessors has used any name or names under which it has invoiced account
debtors, maintained records concerning its assets or otherwise conducted
business. All of the tangible assets and properties of the Companies are located
at the locations set forth on the NAMES AND LOCATIONS SCHEDULE.

         5.24  AFFILIATE TRANSACTIONS. Except as set forth on the attached
AFFILIATED TRANSACTIONS SCHEDULE, no officer, director, stockholder, employee or
Affiliate of any of the Companies or, to the Companies' or any Seller's
knowledge, any individual related by blood, marriage or adoption to any such
individual or any entity in which any such Person or individual owns any
beneficial interest, is a party to any agreement, contract, commitment or
transaction with the Companies or has any interest in any property used by the
Companies (including any Intellectual Property Rights). None of the Companies
has paid any fees, expenses or costs of the type described in Section 8.6 below
that are to be paid by Sellers pursuant to Section 8.6 below.

         5.25  SERVICE WARRANTIES. All services rendered by the Companies have
been in conformity in all material respects with all applicable contractual
commitments and all express and implied warranties, and none of the Companies
has any liability (and, to the Companies' or any Seller's knowledge, there is no
reasonable basis for any present or future action, suit, proceeding, hearing,
investigation, charge, complaint, claim or demand against it giving rise to any
such liability) for curing or providing additional services or other damages in
connection therewith in excess of any warranty reserve specifically established
with respect thereto and included on the face of the September Balance Sheet and
the March Balance Sheet (rather than the notes thereto). No services rendered by
the Companies are subject to any guaranty, warranty or other indemnity beyond
the applicable standard terms and conditions of such sale (including as a result
of any course of conduct between the Companies and any Person or as a result of
any statements in any of the Companies' service or promotional literature). None
of the Companies has been notified of any claims for (and neither the Companies
nor any Seller has any knowledge of any threatened claims for) any extraordinary
warranty obligations or additional services relating to any of its services.

         5.26  CUSTOMERS AND SUPPLIERS. The CUSTOMERS AND SUPPLIERS SCHEDULE
attached hereto sets forth (a) a list of the top twenty customers of the
Companies (on a consolidated basis) (by volume of revenues from such customers),
and (b) a list of the top ten suppliers of the Companies (on a consolidated
basis) (by volume of purchases from such suppliers), for the fiscal year ended
September 30, 1999 and the six-month period ended March 31, 2000 and, with
respect to such customers, the committed volume of purchases by such customers
for the fiscal year ended September 30, 1999 and the six-month period ended
March 31, 2000, and prices related thereto. None of the Companies has received
any indication from any material customer of the Companies to the effect that,
and none of the


                                     - 32 -



Companies has any reason to believe that, such customer will stop, materially
decrease the rate of, or materially change the terms (whether related to
payment, price or otherwise) with respect to, buying products and services from
the Companies (whether as a result of the consummation of the transactions
contemplated hereby or otherwise). None of the Companies has received any
indication from any material supplier to the Companies to the effect that, and
neither the Companies has any reason to believe that, such supplier will stop,
materially decrease the rate of, or materially change the terms (whether related
to payment, price or otherwise) with respect to, supplying materials, products
or services to the Companies (whether as a result of the consummation of the
transactions contemplated hereby or otherwise).

         5.27  DISCLOSURE. Neither this Article V or any of the Exhibits or
Schedules attached hereto nor any of the written statements, documents,
certificates or other items prepared and supplied to Buyer or its Affiliates (or
their representatives or agents) by or on behalf of the Companies or Sellers in
connection with the transactions contemplated hereby, when taken together as a
whole, contain any untrue statement of a material fact or omit a material fact
necessary to make each statement contained herein or therein, in light of the
circumstances in which they were made, not misleading. There is no fact which
the Companies have not disclosed to Buyer in writing and of which any of their
stockholders, officers, directors or executive employees is aware which has had
or would reasonably be expected to have a Material Adverse Effect.


                                   ARTICLE VI

                     REPRESENTATIONS AND WARRANTIES OF BUYER

         As an inducement to Sellers and the Companies to enter into this
Agreement and to consummate the transactions contemplated hereby, Buyer hereby
represents and warrants to Sellers and the Companies as follows:

         6.1   ORGANIZATION AND POWER. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.
Buyer has all requisite corporate power and authority to execute and deliver
this Agreement and to perform its obligations hereunder.

         6.2   CAPITALIZATION. The authorized capital stock of Buyer consists of
1,000 shares of common stock, of which 1,000 shares of common stock are issued
and outstanding. All of such capital stock has been validly issued, is fully
paid and nonassessable, and has not been issued in violation of any preemptive
rights or rights of refusal. There are no voting trusts, proxies or any other
agreements or understandings with respect to the voting of the capital stock of
Buyer. Buyer is not subject to any obligation (contingent or otherwise) to
repurchase or otherwise acquire or retire any shares of its capital stock.

         6.3   AUTHORIZATION. The execution, delivery and performance by Buyer
of this Agreement and the consummation of the transactions contemplated hereby
have been duly and validly


                                     - 33 -



authorized by Buyer and no other corporate act or proceeding on the part of
Buyer, its board of directors or stockholders is necessary to authorize the
execution, delivery or performance of this Agreement and the consummation of the
transactions contemplated hereby. This Agreement has been duly executed and
delivered by Buyer, and this Agreement constitutes a valid and binding
obligation of Buyer, enforceable against it in accordance with its terms.

         6.4   NO VIOLATION. Buyer is not subject to nor obligated under its
certificate of incorporation or by-laws, or any applicable law, rule or
regulation of any governmental authority, or any agreement, instrument, license
or permit, or subject to any order, writ, injunction or decree, which would be
breached or violated by its execution, delivery or performance of this Agreement
or the consummation of the transactions contemplated hereby.

         6.5   GOVERNMENTAL AUTHORITIES AND CONSENTS. Except as required
pursuant to the HSR Act, no permit, consent, approval or authorization of, or
declaration to or filing with, any governmental or regulatory authority or any
other Person is required in connection with the execution, delivery or
performance of this Agreement by Buyer or the consummation by Buyer of the
transactions contemplated hereby.

         6.6   LITIGATION. There are no actions, suits, proceedings, orders or
investigations pending or, to Buyer's knowledge, threatened against or affecting
Buyer, at law or in equity, or before or by any federal, state, municipal or
other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, which would adversely affect Buyer's
performance of its obligations under this Agreement or the consummation of the
transactions contemplated hereby.

         6.7   BROKERAGE. Except as set forth on the attached BUYER BROKERAGE
SCHEDULE, there are no claims for brokerage commissions, finders' fees or
similar compensation in connection with the transactions contemplated by this
Agreement based on any arrangement or agreement made by or on behalf of Buyer.

                                   ARTICLE VII

                             [Intentionally Omitted]


                                  ARTICLE VIII

                 ADDITIONAL AGREEMENTS; COVENANTS AFTER CLOSING

         8.1   SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties in this Agreement and the Schedules and Exhibits attached hereto
or in any writing delivered by any party to another party in connection with
this Agreement shall survive the Closing as follows:


                                     - 34 -



         (a)   the representations and warranties in Section 5.15 (Compliance
with Laws), Section 5.16 (Environmental and Safety Matters), Section 5.18
(Employee Benefits Plans) and Section 5.20 (Tax Matters) shall terminate when
the applicable statutes of limitations with respect to the liabilities in
question expire (after giving effect to any extensions or waivers thereof), PLUS
thirty (30) days;

         (b)   the representations and warranties in Section 5.1 (Capacity,
Organization, Corporate Powers and Licenses), Section 5.2 (Capital Stock and
Related Matters; Title to Shares), Section 5.3 (Authorization;
Noncontravention), Section 5.4 (Subsidiaries), Section 5.21 (Sellers Brokerage
and Transaction Bonuses), Section 6.7 (Buyer Brokerage) and the last sentence of
Section 6.3 (Authorization) shall not terminate; and

         (c)   all other representations and warranties in this Agreement and
the Schedules and Exhibits attached hereto or in any writing delivered by any
party to another party in connection with this Agreement shall terminate on the
second anniversary of the Closing;

PROVIDED THAT any representation or warranty in respect of which indemnity may
be sought under Section 8.2 below, and the indemnity with respect thereto, shall
survive the time at which it would otherwise terminate pursuant to this Section
8.1 if notice of the inaccuracy or breach or potential inaccuracy or breach
thereof giving rise to such right or potential right of indemnity shall have
been given to the party against whom such indemnity may be sought prior to such
time (regardless of when the Losses in respect thereof may actually be
incurred). The representations and warranties in this Agreement and the
Schedules and Exhibits attached hereto or in any writing delivered by any party
to another party in connection with this Agreement shall survive for the periods
set forth in this Section 8.1 and shall in no event be affected by any
investigation, inquiry or examination made for or on behalf of any party, or the
knowledge of any party's officers, directors, stockholders, employees or agents
or the acceptance by any party of any certificate or opinion hereunder.

         8.2   INDEMNIFICATION.

         (a)   INDEMNIFICATION BY SELLERS. Each Seller shall jointly and
severally indemnify Buyer and its Affiliates, stockholders, officers, directors,
employees, agents, partners, representatives, successors and assigns
(collectively, the "BUYER PARTIES") and save and hold each of them harmless
against and pay on behalf of or reimburse such Buyer Parties as and when
incurred for any loss, liability, diminution in value, lost profit, demand,
claim, action, cause of action, cost, damage, consequential damage, deficiency,
Tax, penalty, fine or expense, whether or not arising out of third-party claims
(including interest, penalties, reasonable attorneys' fees and expenses and all
amounts paid in investigation, defense or settlement of any of the foregoing)
(collectively, "LOSSES"), which any such Buyer Party may suffer, sustain or
become subject to, as a result of, in connection with, relating or incidental to
or by virtue of: (i) any breach by the Companies or any Seller of any
representation or warranty made by the Companies or any Seller in this Agreement
or any of the Schedules or Exhibits attached hereto, or in any of the
agreements, certificates or other instruments or documents furnished by the
Companies or the Sellers pursuant to this Agreement; (ii) any nonfulfillment or
breach of any


                                     - 35 -



covenant, agreement or other provision by the Companies or any Seller under this
Agreement or any of the Schedules and Exhibits attached hereto; (iii) any
action, demand, proceeding, investigation or claim by any Person against or
affecting the Companies or any Buyer Party which, if successful, would give rise
to or evidence the existence of or relate to a breach of any of the
representations, warranties, covenants or agreements of the Companies or any
Seller under this Agreement; (iv) any Taxes of the Companies with respect to any
Tax year or portion thereof ending on or before the Closing Date as determined
pursuant to Section 8.10 hereof; or (v) any of the matters set forth on the
INDEMNIFICATION SCHEDULE attached hereto; PROVIDED THAT Sellers shall not have
any liability under clause (i) above (other than with respect to the
representations and warranties contained in Section 5.1 (Capacity, Organization,
Corporate Power and Licenses), Section 5.2 (Capital Stock and Related Matters;
Title to Shares), Section 5.3 (Authorization/ Noncontravention), Section 5.4
(Subsidiaries), Section 5.20 (Tax Matters), Section 5.21(Sellers Brokerage and
Transaction Bonuses) and Section 5.24 (Affiliate Transactions)) unless the
aggregate of all Losses relating thereto for which Sellers would, but for this
proviso, be liable exceeds on a cumulative basis an amount equal to $200,000
(and then Sellers shall be liable for only such Losses in excess of the $200,000
deductible amount); and PROVIDED FURTHER that Sellers' aggregate liability under
clause (i) above (other than with respect to the representations and warranties
contained in Section 5.1 (Capacity, Organization, Corporate Power and Licenses),
Section 5.2 (Capital Stock and Related Matters; Title to Shares), Section 5.3
(Authorization/Noncontravention), Section 5.4 (Subsidiaries), Section 5.20 (Tax
Matters), Section 5.21 (Sellers Brokerage and Transaction Bonuses) and Section
5.24 (Affiliate Transactions)), shall in no event exceed $25,000,000 (with it
being understood, however, that nothing in this Agreement (including this
Section 8.2(a)) shall limit or restrict any of the Buyer Parties' rights to
maintain or recover any amounts in connection with any action or claim based
upon fraudulent misrepresentation or deceit).

         (b)   INDEMNIFICATION BY BUYER. Buyer agrees to and shall indemnify
Sellers and hold them harmless against any Losses which Sellers may suffer,
sustain or become subject to, as the result of, in connection with, relating or
incidental to or by virtue of the breach by Buyer of any representation,
warranty, covenant or agreement made by Buyer in this Agreement; PROVIDED THAT
Buyer shall not have any liability unless the aggregate of all Losses relating
thereto for which Buyer would, but for this proviso, be liable exceeds on a
cumulative basis an amount equal to $200,000 (and then Buyer shall be liable for
only such Losses in excess of the $200,000 deductible amount); and PROVIDED
FURTHER that Buyer's aggregate liability shall in no event exceed $25,000,000.

         (c)   MANNER OF PAYMENT. Except as otherwise provided herein, any
indemnification of the Buyer Parties or Sellers pursuant to this Section 8.2
shall be effected by wire transfer of immediately available funds from Sellers
or Buyer, as the case may be, to an account(s) designated by the applicable
Buyer Party or Sellers, as the case may be, within ten days after the
determination thereof. Any such indemnification payments shall include interest
at the Applicable Rate calculated on the basis of the actual number of days
elapsed over 360, from the date any such Loss is suffered or sustained to the
date of payment. Any amounts owing from Sellers pursuant to this Section 8.2
shall be made directly by Sellers (i) in accordance with the terms of this
Section 8.2(c), and/or (ii) at the option of Buyer, by delivery by Sellers to
Buyer of a certificate or certificates representing Executive Securities having
an aggregate value (based on the cost of such shares to Sellers as of the
Closing),


                                     - 36 -



equal to the amounts owing, duly endorsed in blank or accompanied by duly
executed stock powers. The Buyer Parties shall be entitled to (but shall not be
required to) set-off any amounts due or payable to any of the Buyer Parties by
Sellers pursuant to this Section 8.2 against any amounts otherwise due and
payable by any of the Buyer Parties or any of their Affiliates to Sellers
(including any amounts payable by Buyer in respect of its capital stock). All
indemnification payments under this Section 8.2 shall be deemed adjustments to
the Purchase Price set forth in Section 2.3(a) above.

         (d)   DEFENSE OF THIRD-PARTY CLAIMS. Any Person making a claim for
indemnification under this Section 8.2 (an "INDEMNITEE") shall notify the
indemnifying party (an "INDEMNITOR") of the claim in writing promptly after
receiving written notice of any action, lawsuit, proceeding, investigation or
other claim against it (if by a third party), describing the claim, the amount
thereof (if known and quantifiable) and the basis thereof; PROVIDED THAT the
failure to so notify an Indemnitor shall not relieve the Indemnitor of its
obligations hereunder except to the extent that (and only to the extent that)
such failure shall have caused the damages for which the Indemnitor is obligated
to be greater than such damages would have been had the Indemnitee given the
Indemnitor prompt notice hereunder. Any Indemnitor shall be entitled to
participate in the defense of such action, lawsuit, proceeding, investigation or
other claim giving rise to an Indemnitee's claim for indemnification at such
Indemnitor's expense, and at its option (subject to the limitations set forth
below) shall be entitled to assume the defense thereof by appointing a
recognized and reputable counsel acceptable to the Indemnitee to be the lead
counsel in connection with such defense; PROVIDED THAT prior to the Indemnitor
assuming control of such defense it shall first (i) verify to the Indemnitee in
writing that such Indemnitor shall be fully responsible (with no reservation of
any rights) for all liabilities and obligations relating to such claim for
indemnification (without regard to any dollar limitations otherwise set forth
herein) and that it shall provide full indemnification (whether or not otherwise
required hereunder) to the Indemnitee with respect to such action, lawsuit,
proceeding, investigation or other claim giving rise to such claim for
indemnification hereunder, and (ii) enter into an agreement with the Indemnitee
in form and substance satisfactory to the Indemnitee, which agreement
unconditionally guarantees the payment and performance of any liability or
obligation which may arise with respect to such action, lawsuit, proceeding,
investigation or facts giving rise to such claim for indemnification hereunder;
and PROVIDED FURTHER, that:

              (i)    the Indemnitee shall be entitled to participate in the
defense of such claim and to employ counsel of its choice for such purpose;
PROVIDED THAT the fees and expenses of such separate counsel shall be borne by
the Indemnitee (other than any fees and expenses of such separate counsel that
are incurred prior to the date the Indemnitor effectively assumes control of
such defense which, notwithstanding the foregoing, shall be borne by the
Indemnitor, and except that the Indemnitor shall pay all of the fees and
expenses of such separate counsel if the Indemnitee has been advised by counsel
that a reasonable likelihood exists of a conflict of interest between the
Indemnitor and the Indemnitee);

              (ii)   the Indemnitor shall not be entitled to assume control of
such defense (unless otherwise agreed to in writing by the Indemnitee) and shall
pay the fees and expenses of counsel retained by the Indemnitee if (1) the claim
for indemnification relates to or arises in connection with


                                     - 37 -



any criminal or quasi-criminal proceeding, action, indictment, allegation or
investigation; (2) the Indemnitee reasonably believes an adverse determination
with respect to the action, lawsuit, investigation, proceeding or other claim
giving rise to such claim for indemnification would be detrimental to or injure
the Indemnitee's reputation or future business prospects; (3) the claim seeks an
injunction or equitable relief against the Indemnitee; (4) the Indemnitee has
been advised by counsel that a reasonable likelihood exists of a conflict of
interest between the Indemnitor and the Indemnitee; (5) the claim involves
environmental matters in which case the Indemnitee shall have sole control and
management authority over the resolution of such claim (including hiring legal
counsel and environmental consultants, conducting environmental investigations
and cleanups, negotiating with governmental agencies and third parties and
defending or settling claims and actions); PROVIDED THAT the Indemnitee shall
keep the Indemnitor apprised of any major developments relating to any
environmental claim; or (6) upon petition by the Indemnitee, the appropriate
court rules that the Indemnitor failed or is failing to vigorously prosecute or
defend such claim; and

              (iii)  if the Indemnitor shall control the defense of any such
claim, the Indemnitor shall obtain the prior written consent of the Indemnitee
before entering into any settlement of a claim or ceasing to defend such claim
if, pursuant to or as a result of such settlement or cessation, injunctive or
other equitable relief will be imposed against the Indemnitee or if such
settlement does not expressly and unconditionally release the Indemnitee from
all liabilities and obligations with respect to such claim, without prejudice.

         (e)   CERTAIN WAIVERS; ETC. Each Seller hereby agrees that he or she
shall not make any claim for indemnification against Buyer, the Companies or any
of their respective Affiliates by reason of the fact that such Seller is or was
a stockholder, director, officer, manager, member, employee or agent of the
Companies or any of their Affiliates or is or was serving at the request of the
Companies or any of their Affiliates as a partner, trustee, director, officer,
employee or agent of another entity (whether such claim is for judgments,
damages, penalties, fines, costs, amounts paid in settlement, losses, expenses
or otherwise and whether such claim is pursuant to any statute, charter
document, bylaw, agreement or otherwise) with respect to any action, suit,
proceeding, complaint, claim or demand brought by any of the Buyer Parties
against such Seller pursuant to this Agreement or applicable law or otherwise,
and each Seller hereby acknowledges and agrees that he or she shall not have any
claim or right to contribution or indemnity from the Companies or any of their
Affiliates with respect to any amounts paid by him or her pursuant to this
Agreement or otherwise. Effective upon the Closing, each Seller hereby
irrevocably waives, releases and discharges the Companies and their Affiliates
from any and all liabilities and obligations to it, him or her of any kind or
nature whatsoever, whether in his or her capacity as a stockholder, officer,
director, manager or member of the Companies or any of their Affiliates or
otherwise (including in respect of any rights of contribution or indemnification
but excluding compensation otherwise payable as an employee of the Companies),
in each case whether absolute or contingent, liquidated or unliquidated, known
or unknown, and whether arising under any agreement or understanding (other than
this Agreement and any of the other agreements executed and delivered in
connection herewith) or otherwise at law or equity, and each Seller agrees that
he or she shall not seek to recover any amounts in connection therewith or
thereunder from the Companies or any of their Affiliates. In no event shall the
Companies or any of their Affiliates have any liability


                                     - 38 -



whatsoever to any Seller for any breaches of the representations, warranties,
agreements or covenants of the Companies hereunder, and in any event no Seller
may seek contribution from the Companies or any of their Affiliates in respect
of any payments required to be made by a Seller pursuant to this Agreement.
Notwithstanding the foregoing, a Seller shall maintain any existing
indemnification claim against any Company if (i) the subject matter of such
claim is not a breach of any of the provisions of this Agreement, (ii) such
Seller is otherwise entitled to be indemnified by such Company pursuant to its
charter or bylaws by reason of the fact that such Seller was an officer or
director of such Company, and (iii) such Seller is fully exonerated from any
wrongdoing with respect to the subject matter of the Seller's indemnification
claim.

         8.3   MUTUAL ASSISTANCE. Buyer, the Companies and each Seller agrees
that they will mutually cooperate in the expeditious filing of all notices,
reports and other filings with any governmental authority required to be
submitted jointly by the Sellers, the Companies and Buyer (or any combination
thereof) in connection with the execution and delivery of this Agreement and/or
the other agreements contemplated hereby and the consummation of the
transactions contemplated hereby or thereby.

         8.4   NON-COMPETITION; NON-SOLICITATION.

         (a)   Each Seller hereby acknowledges that he or she is familiar with
the Companies' trade secrets and with other Confidential Information. Each
Seller acknowledges and agrees that the Companies would be irreparably damaged
if he or she were to provide services to or otherwise participate in the
business of any Person competing with the Companies in a similar business and
that any such competition by such Seller would result in a significant loss of
goodwill by the Companies. Each Seller further acknowledges and agrees that the
covenants and agreements set forth in this Section 8.4 were a material
inducement to Buyer to enter into this Agreement and to perform its obligations
hereunder, and that Buyer and its stockholders would not obtain the benefit of
the transaction set forth in this Agreement as specifically negotiated by the
parties hereto if such Seller breached the provisions of this Section 8.4.
Therefore, each Seller agrees, in further consideration of the amounts to be
paid hereunder for the Shares and the goodwill of the Companies sold by Sellers,
that until the fifth anniversary of the Closing, such Seller shall not (and
shall cause his or her Affiliates not to), directly or indirectly, own any
interest in, manage, control, participate in (whether as an officer, director,
employee, partner, agent, representative or otherwise), consult with, render
services for, or in any other manner engage anywhere in the Restricted
Territories in any business engaged directly or indirectly in excavation work,
heavy highway or road construction, paving, utility excavation, pipeline
construction, or fiber optic cable or conduit excavation and/or installation;
PROVIDED THAT nothing herein shall prohibit a Seller or a Seller's Affiliate
from being a passive owner of not more than 2% of the outstanding stock of any
class of securities of a corporation which is publicly traded so long as none of
such Persons has any active participation in the business of such corporation.
For purposes of this Agreement, "RESTRICTED TERRITORIES" shall mean the United
States of America. Each Seller acknowledges that the Companies' businesses have
been conducted, or are presently proposed to be conducted, throughout the
Restricted Territories and that the geographic restrictions set forth above are
reasonable and necessary to protect the goodwill of the Companies' businesses
being sold by Sellers pursuant to this


                                     - 39 -



Agreement. Notwithstanding the foregoing, Michael Petrillo shall not be
prohibited by this Section 8.4(a) from engaging in the business of residential
real estate development, PROVIDED THAT any aspect of such real estate
development relating to utility excavation or installation shall be provided to
Michael Petrillo by a subcontractor, and Buyer and its Affiliates shall have a
right of first refusal to perform such work at the lowest cost bid for such
work.

         (b)   No Seller may (and each Seller shall cause his or her Affiliates
not to) directly, or indirectly through another Person, (i) induce or attempt to
induce any employee of the Companies or any of their Affiliates to leave the
employ of the Companies or any of their Affiliates, or in any way interfere with
the relationship between the Companies or any of their Affiliates and any
employee thereof, (ii) hire any person who was an employee of the Companies or
any of the Company's Affiliates at any time during the six-month period
immediately prior to the date on which such hiring would take place (it being
conclusively presumed by the parties so as to avoid any disputes under this
Section 8.4(b) that any such hiring within such six-month period is in violation
of clause (i) above), or (iii) for so long as any Seller has continuing
obligations under Section 8.4(a) above, call on, solicit or service any
customer, supplier, licensee, licensor or other business relation of the
Companies or any of their Affiliates (including any Person that was a customer,
supplier or other material business relation of the Company or any of its
Subsidiaries or Affiliates at any time during the 12-month period immediately
prior to such call, solicit or service) in order to induce or attempt to induce
such Person to cease doing business with the Companies or any of their
Affiliates, or in any way interfere with the relationship between any such
customer, supplier, licensee or business relation and the Companies or any of
its Affiliates (including making any negative statements or communications about
the Companies or any of its Affiliates).

         (c)   If, at the time of enforcement of the covenants contained in this
Section 8.4 (the "RESTRICTIVE COVENANTS"), a court shall hold that the duration,
scope or area restrictions stated herein are unreasonable under circumstances
then existing, the parties agree that the maximum duration, scope or area
reasonable under such circumstances shall be substituted for the stated
duration, scope or area and that the court shall be allowed and directed to
revise the restrictions contained herein to cover the maximum period, scope and
area permitted by law. Each Seller has consulted with legal counsel regarding
the Restrictive Covenants and based on such consultation has determined and
hereby acknowledges that the Restrictive Covenants are reasonable in terms of
duration, scope and area restrictions and are necessary to protect the goodwill
of the Companies' business and the substantial investment in the Companies made
by Buyer hereunder. Each Seller further acknowledges and agrees that the
Restrictive Covenants are being entered into by him or her in connection with
the sale by such Seller of the Shares and the goodwill of the Companies'
business pursuant to this Agreement and not directly or indirectly in connection
with such Seller's employment or other relationship with the Company.

         (d)   If any Seller or any Affiliate of any Seller breaches, or
threatens to commit a breach of, any of the Restrictive Covenants, the Companies
shall have the following rights and remedies, each of which rights and remedies
shall be independent of the others and severally


                                     - 40 -



enforceable, and each of which is in addition to, and not in lieu of, any other
rights and remedies available to the Companies or their Affiliates at law or in
equity:

              (i)    the right and remedy to have the Restrictive Covenants
specifically enforced by any court of competent jurisdiction, it being agreed
that any breach or threatened breach of the Restrictive Covenants would cause
irreparable injury to the Companies and that money damages would not provide an
adequate remedy to the Company; and

              (ii)   the right and remedy to require Sellers to account for and
pay over to the Companies any profits, monies, accruals, increments or other
benefits derived or received by such Person as the result of any transactions
constituting a breach of the Restrictive Covenants.

         In the event of any breach or violation by any Seller of any of the
Restrictive Covenants, the time period of such covenant shall be tolled until
such breach or violation is resolved.

         8.5   PRESS RELEASE AND ANNOUNCEMENTS. After the Closing, Buyer and the
Companies may issue any such releases of information without the consent of any
other party hereto.

         8.6   EXPENSES. Except as otherwise provided herein, Sellers and Buyer
shall pay all of their own respective fees, costs and expenses (including fees,
costs and expenses of legal counsel, investment bankers, brokers or other
representatives and consultants and appraisal fees, costs and expenses) incurred
in connection with the negotiation of this Agreement, the performance of its
obligations hereunder and the consummation of the transactions contemplated
hereby. In addition, Sellers shall pay all fees, costs and expenses of the
Companies incurred in connection with the negotiation of this Agreement, the
performance of their obligations hereunder and the consummation of the
transactions contemplated hereby, and the Companies shall not pay any fees,
costs or expenses (including legal and accounting fees, costs and expenses)
arising in connection with the transactions contemplated hereby if the
transactions are consummated. Notwithstanding the foregoing, Buyer shall
reimburse Sellers for up to $50,000 of fees, costs and expenses incurred by the
Sellers or the Companies in connection with the negotiation of this Agreement,
the performance of their obligations hereunder and the consummation of the
transactions contemplated hereby. Damages suffered by Buyer for a breach of this
Agreement shall in no way be limited by the amounts described in this Section
8.6.

         8.7   SPECIFIC PERFORMANCE. The Companies, the Sellers and Buyer
acknowledge and agree that the other parties would be damaged irreparably in the
event any of the provisions of this Agreement are not performed in accordance
with its specific terms or is otherwise breached. Accordingly, the Companies,
the Sellers and Buyer agree that the other parties shall be entitled to an
injunction or injunctions to prevent breaches of the provisions of this
Agreement and to enforce specifically this Agreement and the terms and
provisions hereof in any action instituted in any court in


                                     - 41 -



the United States or in any state having jurisdiction over the parties and the
matter in addition to any other remedy to which they may be entitled pursuant
hereto.

         8.8   FURTHER ASSURANCES. In the event that at any time after the
Closing any further action is necessary or desirable to carry out the purposes
of this Agreement, each of the parties hereto will take such further action
(including the execution and delivery of such further instruments and documents)
as any other party hereto reasonably may request. Sellers acknowledge and agree
that, from and after the Closing, Buyer will be entitled to possession of all
documents, books, records (including Tax records), agreements and financial data
of any sort relating to the Companies. Sellers shall not in any manner take any
action which is designed, intended or might be reasonably anticipated to have
the effect of discouraging customers, suppliers, lessors, licensors and other
business associates from maintaining the same business relationships with the
Companies and their Affiliates at any time after the date of this Agreement as
were maintained with the Companies and their Affiliates prior to the date of
this Agreement.

         8.9   CONFIDENTIALITY. Each Seller agrees not to disclose or use at any
time (and each Seller shall cause each of his or her Affiliates not to use or
disclose at any time) any Confidential Information, except to the extent that
such disclosure or use is directly related to and required by the performance of
such Seller's duties to the Companies as an officer or employee. Each Seller
further agrees to take all appropriate steps (and to cause each of his or her
Affiliates to take all appropriate steps) to safeguard such Confidential
Information and to protect it against disclosure, misuse, espionage, loss and
theft. In the event any Seller or any Affiliate of a Seller is required by law
to disclose any Confidential Information, Sellers shall promptly notify Buyer in
writing, which notification shall include the nature of the legal requirement
and the extent of the required disclosure, and Sellers shall cooperate with
Buyer and the Companies to preserve the confidentiality of such information
consistent with applicable law.

         8.10  TAX MATTERS.

         (a)   TAX PERIODS ENDING ON OR BEFORE SEPTEMBER 30, 1999. Sellers shall
prepare or cause to be prepared and file or cause to be filed all Tax Returns
for the Companies for all periods ending on or prior to September 30, 1999 or
for which the date of measurement for such Tax occurs prior to September 30,
1999 which are filed after September 30, 1999. All such Tax Returns shall be
prepared in accordance with past practice insofar as they relate to the
Companies. Sellers shall permit Buyer to review and comment on each such Tax
Return prior to filing. Sellers shall reimburse Buyer for Taxes of the Companies
with respect to such periods within fifteen (15) days prior to any payment by
Buyer or the Companies of such Taxes to the extent such Taxes were not accrued
as a liability on the Final Purchase Price Statement and did not reduce the
Purchase Price pursuant to Section 2.3 of this Agreement. Notwithstanding any
other provision of this Agreement, Sellers shall be liable for, and shall
indemnify and hold the Buyer Parties harmless against, all Taxes attributable to
or arising out of the failure of each of the S Corps to be qualified as an "S
corporation" at any time.


                                     - 42 -



         (b)   TAX PERIODS BEGINNING BEFORE SEPTEMBER 30, 1999 AND ENDING AFTER
SEPTEMBER 30, 1999. Buyer shall prepare or cause to be prepared and file or
cause to be filed any Tax Returns of the Companies for Tax periods which begin
before September 30, 1999 and end after September 30, 1999 ("STRADDLE TAX
RETURNS"). Buyer shall permit Sellers to review and comment on each such Tax
Return prior to filing. Any portion of any Tax which must be paid in connection
with the filing of a Straddle Tax Return, to the extent attributable to any
period or portion of a period ending on or before September 30, 1999, shall be
referred to herein as "SELLER PERIOD TAXES." Sellers shall pay to Buyer an
amount equal to the Seller Period Taxes due with any Straddle Tax Returns (to
the extent such Taxes are not accrued as a liability on the Final Purchase Price
Statement and did not reduce the Purchase Price pursuant to Section 2.3 of this
Agreement) at least ten (10) days before Buyer is required to cause to be paid
the related Tax liability. Where the Seller Period Taxes involve a period which
begins before September 30, 1999 and ends after September 30, 1999, such Seller
Period Taxes shall be calculated as though the taxable year of the Companies
terminated as of the close of business on September 30, 1999; PROVIDED, HOWEVER,
that in the case of a tax not based on income, receipts, proceeds, profits or
similar items, Seller Period Taxes shall be equal to the amount of tax for the
taxable period multiplied by a fraction, the numerator of which shall be the
number of days from the beginning of the taxable period through the Closing Date
and the denominator of which shall be the number of days in the taxable period.
All determinations necessary to give effect to the foregoing allocations shall
be made in a manner consistent with prior practice of the Company.
Notwithstanding the foregoing, Sellers shall be liable for, and shall indemnify
and hold Buyer and its Affiliates harmless against, any Taxes or adverse
consequences arising out of the distribution of stock of F.M.P. Holding Corp. to
the stockholders of Industries, all Taxes attributable to the making of the
Section 338(h)(10) Election and any Taxes arising out of the failure of each of
the S Corps to be qualified as an "S corporation" at any time. In addition,
Sellers shall be liable for and shall indemnify and hold Buyer and its
Affiliates harmless against (i) all Taxes imposed on the Companies on or prior
to the Closing Date if such Taxes are determined on a basis other than the
income of the Companies (including, but not limited to sales, use, transfer,
registration, value added, excise, natural resources, severance stamp, etc.);
and (ii) interest, penalties or additions to Seller Period Taxes or Taxes in
respect of the Tax periods ending on or before the Closing Date.

         (c)   COOPERATION ON TAX MATTERS.

              (i)    Sellers, the Companies and Buyer shall cooperate fully, as
and to the extent reasonably requested by the other party, in connection with
the filing of Tax Returns pursuant to this Section 8.10 and any audit,
litigation or other proceeding with respect to Taxes. Such cooperation shall
include signing any Tax Return, amended Tax Returns, claims or other documents
necessary to settle any Tax controversy, the retention and (upon the other
party's request) the provision of records and information which are reasonably
relevant to any such audit, litigation or other proceeding and making employees
available on a mutually convenient basis to provide additional information and
explanation of any material provided hereunder. Sellers agree to retain all
books and records with respect to Tax matters pertinent to the Companies
relating to any taxable period beginning before the Closing Date until the
expiration of the statute of limitations (and, to the extent notified by Buyer,
any extensions thereof) of the respective taxable periods, and to abide by all
record retention


                                     - 43 -



agreements entered into with any taxing authority and to give Buyer reasonable
written notice prior to transferring, destroying or discarding any such books
and records and, if the other party so requests, Buyer shall allow Sellers to
take possession of such books and records.

              (ii)   Buyer shall have the right to participate in any Tax
proceeding related to a pre-Closing Tax year of the Companies which may have the
effect of increasing Buyer's or the Companies' Tax liability for any Tax period
ending after the Closing, and Sellers shall not settle or compromise any such
proceeding without Buyer's prior written consent; PROVIDED HOWEVER, Buyer hereby
agrees to consent if Sellers fully indemnify Buyer for any increase in Buyer's
or the Companies' Tax liability.

              (iii)  Buyer and Sellers further agree, upon request by the other,
to use their best efforts to obtain any certificate or other document from any
governmental authority or any other Person as may be necessary to mitigate,
reduce or eliminate any Tax that could be imposed (including, but not limited
to, with respect to the transactions contemplated hereby).

              (iv)   Without the prior written consent (which shall not be
unreasonably withheld) of Buyer, neither any of Sellers nor the Companies shall
make or change any election, change an annual accounting period, file any
amended Tax Return, enter into any closing agreement, settle any Tax claim or
assessment relating to the Companies, surrender any right to claim a refund of
Taxes, or take any other similar action, or omit to take any action relating to
the filing of any Tax Return or the payment of any Tax, if such action or
omission would have the effect of increasing the present or future Tax liability
or decreasing any present or future Tax asset of the Companies, Buyer or any
Affiliate of Buyer. Sellers shall notify Buyer of any consent to any extension
or waiver of the limitation period applicable to any Tax claim or assessment
relating to the Companies within fifteen (15) days of making such consent or
waiver.

         (d)   SECTION 338(h)(10) ELECTIONS.

              (i)    Each Seller and Buyer will make an election under Code
Section 338(h)(10) for the S Corps with respect to the purchase and sale of the
Shares (and any corresponding provisions of state, local, or foreign law) (the
"SECTION 338(h)(10) ELECTIONS") . Each Seller shall sign on a timely basis all
federal and state forms used to make a Section 338(h)(10) Election requiring his
or her signature, which forms shall be provided to Sellers at or prior to the
Closing.

              (ii)   Sellers shall pay any Tax attributable to the making of the
Section 338(h)(10) Election with respect to the S Corps and shall indemnify
Buyer and the Companies against any such federal income tax.

              (iii)  Promptly after the Closing Date, Sellers shall provide to
Buyer any information (including Tax elections made by or on behalf of Sellers)
reasonably requested by Buyer in connection with its filing of any Section
338(h)(10) Election.


                                     - 44 -



              (iv)   The Purchase Price and other relevant items shall be
allocated among the assets of the Companies in accordance with their fair market
values as determined by the Seller Representative with the consent of Buyer
(which consent shall not be unreasonably withheld). The Seller Representative
shall deliver a schedule setting forth the fair market value of the assets and
such allocation within ninety (90) days after the Closing Date. Buyer and
Sellers shall file any Tax Returns and any other governmental filings on a basis
consistent with such allocation of fair market value.

         (e)   CERTAIN TAXES. All transfer, documentary, sales, use, stamp,
registration and other such Taxes and fees (including any penalties and
interest) incurred in connection with this Agreement (including any corporate
level gains tax triggered by the sale of the Companies' stock), shall be paid by
Sellers when due, and Sellers will, at their own expense, file all necessary Tax
Returns and other documentation with respect to such transfer, documentary,
sales, use, stamp, registration and other Taxes and fees, and, if requested by
applicable law, Buyer will, and will cause the Companies to, join in the
execution of any such Tax Returns and documentation.

         8.11  USE OF FELIX NAME. At the Closing, the Sellers shall cause each
of their Affiliates to change its name to a name which does not use the word or
a word similar to "Felix." After the Closing, the Sellers covenant and agree not
to and to cause each of their Affiliates not to use the word or a word similar
to "Felix" as a trade, corporate or business name.

         8.12  SURETY BONDS. Buyer agrees to use reasonable efforts to remove
Felix Communications Corp., F.M.P. Holding Corp., and Felix General Contracting,
Inc. (collectively, the "ADDITIONAL SURETY BOND PARTIES") as parties to The St.
Paul Surety General Agreement of Indemnity (the "SURETY BOND AGREEMENT") dated
as of November 17, 1998 executed by each of Industries, Equities, and the
Additional Surety Bond Parties. Sellers represent and warrant that there are no
surety bonds, undertakings, Guaranties, stipulations or other obligatory
agreements (collectively, "BONDS") executed or procured by any of the Additional
Surety Bond Parties pursuant to the Surety Bond Agreement. Sellers covenant and
agree to cause the Additional Surety Bond Parties not to have any surety,
guarantor or similar Person issue any Bonds pursuant to the Surety Bond
Agreement.


                                   ARTICLE IX

                                  MISCELLANEOUS

         9.1   AMENDMENT AND WAIVER. This Agreement may be amended, and any
provision of this Agreement may be waived; PROVIDED THAT any such amendment or
waiver will be binding upon Sellers only if such amendment or waiver is set
forth in a writing executed by Sellers, and any such amendment or waiver will be
binding upon the Companies, after the Closing, and Buyer only if such amendment
or waiver is set forth in a writing executed by Buyer or the Companies, as the
case may be. No course of dealing between or among any Persons having any
interest in this Agreement shall be deemed effective to modify, amend or
discharge any part of this Agreement or any rights or obligations of any Person
under or by reason of this Agreement. No waiver of any of the provisions of this


                                     - 45 -



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.

         9.2   NOTICES. All notices, demands and other communications to be
given or delivered under or by reason of the provisions of this Agreement shall
be in writing and shall be deemed to have been given (i) when personally
delivered, sent by telecopy (with hard copy to follow) or sent by reputable
overnight express courier (charges prepaid), or (ii) five days following mailing
by certified or registered mail, postage prepaid and return receipt requested.
Unless another address is specified in writing, notices, demands and
communications to Sellers, the Companies and Buyer shall be sent to the
addresses indicated below:

NOTICES TO SELLERS:

154 Route 202
Lincolndale, New York
Attn:    Felix M. Petrillo
Telecopy: (914) 248-5202


WITH A COPY TO (WHICH SHALL NOT CONSTITUTE
NOTICE TO SELLERS):

McMillan Constabile LLP
2180 Boston Post Road
Larchmont, NY 10538
Attn:    Thomas R. Constabile
         Stewart J. McMillan
Telecopy: (914) 834-0620


NOTICES TO THE COMPANIES AND BUYER:

Linc.net, Inc.
6161 Blue Lagoon Drive
Suite 300
Miami, FL 33126
Attn: Ismael Perera
Telecopy: (305) 266-0875


                                     - 46 -



WITH COPIES TO (WHICH SHALL NOT CONSTITUTE NOTICE TO THE COMPANIES OR BUYER):

Banc One Equity Capital
55 West Monroe Street
16th Floor
Chicago, IL 60670
Attn:    Burton E. McGillivray
Telecopy: (312) 732-7483

Saunders, Karp & Megrue, L.P.
262 Harbor Drive
Stamford, CT 06902
Attn:    William J. Gumina
Telecopy: (203) 708-6677

Kirkland & Ellis
200 East Randolph
Chicago, IL 60601
Attn:    Ted H. Zook
         E. Paul Quinn
Telecopy:  (312) 861-2200


         9.3   SUCCESSORS AND ASSIGNS. This Agreement and all of the covenants
and agreements contained herein and rights, interests or obligations hereunder,
by or on behalf of any of the parties hereto, shall bind and inure to the
benefit of the respective heirs, successors and assigns of the parties hereto
whether so expressed or not, except that neither this Agreement nor any of the
covenants and agreements herein or rights, interests or obligations hereunder
may be assigned or delegated by Sellers prior to or after the Closing, or
assigned or delegated by the Companies prior to the Closing, without the prior
written consent of Buyer. Buyer may assign its rights and obligations hereunder
(including its right to purchase the Shares), in whole or in part, to any of its
Affiliates without the consent of any of the other parties hereto. In addition,
Buyer may assign its rights and obligations pursuant to this Agreement, in whole
or in part, in connection with any disposition or transfer of all or any portion
of the Companies or its businesses in any form of transaction without the
consent of any of the other parties hereto. Buyer and, following the Closing,
the Companies may assign any or all of its rights pursuant to this Agreement,
including its rights to indemnification, to any of its lenders as collateral
security.

         9.4   SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or
invalid under applicable law, such provision will be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.


                                     - 47 -



         9.5   CAPTIONS; INTERPRETATION. The headings and captions used in this
Agreement, in any Schedule or Exhibit hereto, in the table of contents or in any
index hereto are for convenience of reference only and do not constitute a part
of this Agreement and shall not be deemed to limit, characterize or in any way
affect any provision of this Agreement or any Schedule or Exhibit hereto, and
all provisions of this Agreement and the Schedules and Exhibits hereto shall be
enforced and construed as if no caption or heading had been used herein or
therein. Any capitalized terms used in any Schedule or Exhibit attached hereto
and not otherwise defined therein shall have the meanings set forth in this
Agreement. Each defined term used in this Agreement shall have a comparable
meaning when used in its plural or singular form. The use of the word
"including" herein shall mean "including without limitation" and, unless the
context otherwise required, "neither," "nor," "any," "either" and "or" shall not
be exclusive. The use of the word "Company" or "Companies" herein shall be
deemed to include and be a reference to a "Company" and any Subsidiary of the
"Company" and the "Companies" and any Subsidiaries of the "Companies," including
when such words are used in Article V hereof (Representations and Warranties
Concerning the Companies and Sellers). The parties hereto intend that each
representation, warranty and covenant contained herein shall have independent
significance. If any party has breached any representation, warranty or covenant
contained herein in any respect, the fact that there exists another
representation, warranty or covenant relating to the same subject matter
(regardless of the relative levels of specificity) which such party has not
breached shall not detract from or mitigate the fact that such party is in
breach of the first representation, warranty or covenant. The parties have
participated jointly in the negotiation and drafting of this Agreement. If an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the parties, and no presumption or burden
of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any of the provisions of this Agreement.

         9.6   NO THIRD-PARTY BENEFICIARIES. Nothing herein expressed or implied
is intended or shall be construed to confer upon or give to any Person, other
than the parties hereto and their respective permitted successors and assigns,
any rights or remedies under or by reason of this Agreement, such third parties
specifically including employees and creditors of the Companies and creditors of
the Sellers.

         9.7   COMPLETE AGREEMENT. This Agreement and the agreements and
documents referred to herein contain the entire agreement and understanding
between the parties with respect to the subject matter hereof and supersede all
prior agreements and understandings (including that certain letter of intent
dated March 31, 2000, among Linc.net, the Sellers and the Companies), whether
written or oral, relating to such subject matter in any way.

         9.8   COUNTERPARTS. This Agreement may be executed in one or more
counterparts (including by means of telecopied signature pages), all of which
taken together shall constitute one and the same instrument.

         9.9   DELIVERY BY FACSIMILE. This Agreement and any signed agreement or
instrument entered into in connection with this Agreement, and any amendments
hereto or thereto, to the extent signed and delivered by means of a facsimile
machine, shall be treated in all manner and respects as an


                                     - 48 -



original agreement or instrument and shall be considered to have the same
binding legal effect as if it were the original signed version thereof delivered
in person. At the request of any party hereto or to any such agreement or
instrument, each other party hereto or thereto shall re-execute original forms
thereof and deliver them to all other parties. No party hereto or to any such
agreement or instrument shall raise the use of a facsimile machine to deliver a
signature or the fact that any signature or agreement or instrument was
transmitted or communicated through the use of a facsimile machine as a defense
to the formation of a contract and each such party forever waives any such
defense.

         9.10  GOVERNING LAW. All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by
the internal law of the State of New York without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of New York or
any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of New York.

         9.11  SCHEDULES. Nothing in any schedule attached hereto shall be
adequate to disclose an exception to a representation or warranty made in this
Agreement unless such schedule identifies the exception with particularity and
describes the relevant facts in reasonable detail. Without limiting the
generality of the foregoing, the mere listing (or inclusion of a copy) of a
document or other item shall not be adequate to disclose an exception to a
representation or warranty made in this Agreement, unless the representation or
warranty has to do with the existence of the document or other item itself. No
exceptions to any representations or warranties disclosed on one schedule shall
constitute an exception to any other representations or warranties made in this
Agreement unless the exception is disclosed as provided herein on each such
other applicable schedule.

                                    * * * * *


                                     - 49 -



         IN WITNESS WHEREOF, the parties hereto have executed this Stock
Purchase Agreement on the date first written above.

                                   LINC.NET ACQUISITION CORP. III


                                   By:_________________________________
                                   Name:
                                   Title:


                                   FELIX EQUITIES, INC.


                                   By:_________________________________
                                   Name:
                                   Title:


                                   FELIX INDUSTRIES, INC.


                                   By:_________________________________
                                   Name:
                                   Title:


                                   FELIX EQUITIES OF FLA. INC.


                                   By:_________________________________
                                   Name:
                                   Title:


                                     - 50 -





                                   -----------------------------------
                                   Felix M. Petrillo


                                   -----------------------------------
                                   Carol Petrillo


                                   -----------------------------------
                                   Felix J. Petrillo


                                   -----------------------------------
                                   Michael Petrillo


                                     - 51 -



                            INDEMNIFICATION SCHEDULE

         Notwithstanding anything contained in this Agreement or the Disclosure
Schedules to the contrary, each of the Sellers shall jointly and severally
indemnify the Buyer Parties and save and hold each of them harmless against and
pay on behalf of or reimburse such Buyer Parties as and when occurred for:

1.   All Losses related to claims of any sort or nature made by William Vescio
related to facts, events or circumstances arising on or before the Closing Date
other than the aggregate amount of the remaining payments due under Section 3 of
the Redemption Agreement dated September 30, 1998 between the Companies and
William Vescio which amount is included in the Closing Indebtedness.

2.   All Losses (including insurance deductibles, but net of insurance recovery
by Buyer) related to actions, suits, proceedings, orders, investigations or
claims reflected on the LITIGATION SCHEDULE, PROVIDED THAT Sellers shall not be
responsible for (i) with respect to item 2 on the LITIGATION SCHEDULE, the first
$66,691 of Losses relating to work on the I-287 overpass project and the first
$93,022 of Losses relating to work on the Mahopac Project, (ii) with respect to
item 3 on the LITIGATION SCHEDULE, the first $106,447 of Losses, or (iii) with
respect to item 4 on the LITIGATION SCHEDULE, the first $14,457 of Losses.

3.   All Losses (including insurance deductibles, but net of insurance recovery
by Buyer) arising from or related to violations of, or any liabilities or
investigatory, corrective or remedial obligations arising under, Environmental
and Safety Requirements with respect to the past or current properties,
facilities or operations of the Asphalt Plant in Vero Beach, Florida, whether or
not constituting a breach of any representation or warranty hereunder and
whether or not disclosed to Buyer prior to the Closing Date (whether on the
Environmental Schedule or otherwise) or identified by Buyer or its agents or
representatives through their due diligence investigations prior to the Closing
Date.

4.   All Losses arising from or related to any obligations or liabilities
arising under Environmental and Safety Requirements or any other law with
respect to environmental conditions at, under or emanating from the real
property located at 290 East 132nd Street, The Bronx, New York (whether
triggered by the cessation or termination of operations by any of the Companies
or their Affiliates at such location or otherwise), including without limitation
any investigatory, remedial or corrective obligations or any requirements for
site closure or post-closure monitoring or care, regardless of when such
obligations arise or occur.


                                     - 52 -



                            BUYER BROKERAGE SCHEDULE

         Buyer or one of its Affiliates will pay a fee to Saunders, Karp &
Megrue, Banc One Equity Capital and Carlisle Enterprises in connection with the
transactions contemplated by this Agreement.


                                     - 53 -

EX-3.1

                                                                     Exhibit 3.1

                                     FORM OF


                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                 LINC.NET, INC.


                                   ARTICLE ONE

          The name of the Corporation is Linc.net, Inc.


                                   ARTICLE TWO

          The address of the Corporation's registered office in the State of
Delaware is 9 East Loockerman Street, in the City of Dover, County of Kent,
19901. The name of its registered agent at such address is National Registered
Agents, Inc.


                                  ARTICLE THREE

          The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.

                                  ARTICLE FOUR

                              A. AUTHORIZED SHARES

          The total number of shares of capital stock which the Corporation has
authority to issue is __________ shares, consisting of:

          (1)       ___________ shares of Preferred Stock, par value $.01 per
                    share ("PREFERRED STOCK"); and

          (2)       ___________ shares of Common Stock, par value $.01 per share
                    ("COMMON STOCK").

The Preferred Stock and the Common Stock shall have the rights, preferences and
limitations set forth below. Capitalized terms used but not otherwise defined in
Part A, Part B, or Part C of this Article IV are defined in Part D.







                               B. PREFERRED STOCK

          The Preferred Stock may be issued from time to time and in one or more
series. The Board of Directors of the Corporation is authorized to determine or
alter the powers, preferences and rights, and the qualifications, limitations
and restrictions granted to or imposed upon any wholly unissued series of
Preferred Stock, and within the limitations or restrictions stated in any
resolution or resolutions of the Board of Directors originally fixing the number
of shares constituting any series of Preferred Stock, to increase or decrease
(but not below the number of shares of any such series of Preferred Stock then
outstanding) the number of shares of any such series of Preferred Stock, and to
fix the number of shares of any series of Preferred Stock. In the event that the
number of shares of any series of Preferred Stock shall be so decreased, the
shares constituting such decrease shall resume the status which such shares had
prior to the adoption of the resolution originally fixing the number of shares
of such series of Preferred Stock subject to the requirements of applicable law.

                                 C. COMMON STOCK

          Section 1. DIVIDENDS. Except as otherwise provided by the Delaware
General Corporation Law or this Restated Certificate of Incorporation (the
"RESTATED CERTIFICATE"), the holders of Common Stock: (i) subject to the rights
of holders of any series of Preferred Stock, shall share ratably in all
dividends payable in cash, stock or otherwise and other distributions, whether
in respect of liquidation or dissolution (voluntary or involuntary) or otherwise
and (ii) are subject to all the powers, rights, privileges, preferences and
priorities of any series of Preferred Stock as provided herein or in any
resolution or resolutions adopted by the Board of Directors pursuant to
authority expressly vested in it by the provisions of Part B of this Article
Four.

          Section 2. CONVERSION RIGHTS. The Common Stock shall not be
convertible into, or exchangeable for, shares of any other class or classes or
of any other series of the same class of the Corporation's capital stock.

          Section 3. PREEMPTIVE RIGHTS. No holder of Common Stock shall have any
preemptive, subscription, redemption, conversion or sinking fund rights with
respect to the Common Stock, or to any obligations convertible (directly or
indirectly) into stock of the Corporation whether now or hereafter authorized.

          Section 4. VOTING RIGHTS. Except as otherwise provided by the Delaware
General Corporation Law or the Restated Certificate and subject to the rights of
holders of any series of Preferred Stock, all of the voting power of the
stockholders of the Corporation shall be vested in the holders of the Common
Stock, and each holder of Common Stock shall have one vote for each share held
by such holder on all matters voted upon by the stockholders of the Corporation.


                                       2




          Section 5. REGISTRATION OR TRANSFER. The Corporation shall keep at its
principal office (or such other place as the Corporation reasonably designates)
a register for the registration of Common Stock. Upon the surrender of any
certificate representing shares of any class of Common Stock at such place, the
Corporation shall, at the request of the registered holder of such certificate,
execute and deliver a new certificate or certificates in exchange therefor
representing in the aggregate the number of shares of such class represented by
the surrendered certificate, and the Corporation forthwith shall cancel such
surrendered certificate. Each such new certificate will be registered in such
name and will represent such number of shares of such class as is requested by
the holder of the surrendered certificate and shall be substantially identical
in form to the surrendered certificate. The issuance of new certificates shall
be made without charge to the holders of the surrendered certificates for any
issuance tax in respect thereof or other cost incurred by the Corporation in
connection with such issuance.

          Section 6. REPLACEMENT. Upon receipt of evidence reasonably
satisfactory to the Corporation (an affidavit of the registered holder will be
satisfactory) of the ownership and the loss, theft, destruction or mutilation of
any certificate evidencing one or more shares of any class of Common Stock, and
in the case of any such loss, theft or destruction, upon receipt of indemnity
reasonably satisfactory to the Corporation (provided that if the holder is a
financial institution or other institutional investor, its own agreement will be
satisfactory), or, in the case of any such mutilation upon surrender of such
certificate, the Corporation shall (at its expense) execute and deliver in lieu
of such certificate a new certificate of like kind representing the number of
shares of such class represented by such lost, stolen, destroyed or mutilated
certificate and dated the date of such lost, stolen, destroyed or mutilated
certificate.

          Section 7. NOTICES. All notices referred to herein shall be in
writing, shall be delivered personally or by first class mail, postage prepaid,
and shall be deemed to have been given when so delivered or mailed to the
Corporation at its principal executive offices and to any stockholder at such
holder's address as it appears in the stock records of the Corporation (unless
otherwise specified in a written notice to the Corporation by such holder).

          Section 8. FRACTIONAL SHARES. In no event will holders of fractional
shares be required to accept any consideration in exchange for such shares other
than consideration which all holders of Common Stock are required to accept.

          Section 5. RECLASSIFICATION OF EXISTING PREFERRED STOCK AND STOCK
                     SPLIT.


          (i) RECLASSIFICATION. Immediately prior to the effectiveness of the
Registration Statement on Form S-1 (Reg. No. 333-_______) (the "EFFECTIVE
TIME"), each outstanding share of preferred stock of the Corporation shall,
without any action by the holder thereof, be reclassified such that each
outstanding share of Series A Convertible Preferred Stock, par value $.01 per
share, and Series B Preferred Stock, par value $.01 per share (the "EXISTING
PREFERRED") into a number of shares of Common Stock equal to the result of (x)
the Liquidation Value of such share of Existing Preferred plus the accrued and
unpaid dividends thereon divided by (y) the


                                       3



price per share of the Common Stock paid by investors in the Public Offering (in
each case before giving effect to any stock split declared in connection with
such Public Offering).

     Prior to the effectiveness of the reclassification of the Existing
Preferred Stock set forth above (the "RECLASSIFICATION"), the Existing Preferred
Stock shall continue to have the rights, preferences and limitations set forth
in the Corporation's Restated Certificate of Incorporation as in effect
immediately prior to the filing of this Restated Certificate.

          (ii) FRACTIONAL SHARES. Notwithstanding the foregoing, in the event
that the Reclassification would result in any holder of shares of Common Stock
holding a share of Common Stock that is not an integral multiple of one, the
effect of the Reclassification shall be such that the number of such holder's
shares of Common Stock issued as a result of the Reclassification with fractions
of 0.50 and greater being rounded up to the next higher integral multiple of one
and fractions less than 0.50 being rounded down to the next lower integral
multiple of one. No consideration will be paid in lieu of fractions that are
rounded down.

          (iii) STOCK SPLIT. At the Effective Time and immediately following the
Reclassification, each share of Common Stock outstanding at the Effective Time
(after giving effect to the Reclassification) shall be, without further action
by the Corporation or any of the holders thereof, changed and converted into a
number of shares of Common Stock equal to that number determined by multiplying
each outstanding share of Common Stock by [INSERT SPLIT FACTOR] (the "STOCK
SPLIT FACTOR"). Each certificate then outstanding representing shares of Common
Stock (including those certificates that represent shares of Common Stock as a
result of the Reclassification) shall automatically represent from and after the
Effective Time that number of shares of Common Stock equal to the number of
shares shown on the face of the certificate multiplied by the Stock Split
Factor.

          (iv) As soon as possible after a conversion has been effected, the
Corporation shall deliver to the converting holder a certificate or certificates
representing the number of shares of Common Stock issuable by reason of such
conversion in such name or names and such denomination or denominations as the
converting holder has specified.

          (v) The issuance of certificates for shares of Common Stock upon
conversion of the Existing Preferred Stock shall be made without charge to the
holders of such Existing Preferred Stock for any issuance tax in respect thereof
or other cost incurred by the Corporation in connection with such conversion and
the related issuance of shares of Common Stock. Upon conversion of each share of
the Existing Preferred Stock, the Corporation shall take all such actions as are
necessary in order to insure that the Common Stock, issuable with respect to
such conversion shall be validly issued, fully paid and nonassessable, free and
clear of all taxes, liens, charges and encumbrances with respect to the issuance
thereof.


          (vi) The Corporation shall not close its books against the transfer of
the


                                       4



Existing Preferred Stock or of Common Stock issued or issuable upon conversion
of the Existing Preferred Stock in any manner which interferes with the timely
conversion of the Existing Preferred Stock. The Corporation shall assist and
cooperate with any holder of shares required to make any governmental filings or
obtain any governmental approval prior to or in connection with any conversion
of shares hereunder (including, without limitation, making any filings required
to be made by the Corporation).

          (vii) All shares of Common Stock which are so issuable shall, when
issued, be duly and validly issued, fully paid and nonassessable and free from
all taxes, liens and charges. The Corporation shall take all such actions as may
be necessary to assure that all such shares of Common Stock may be so issued
without violation of any applicable law or governmental regulation or any
requirements of any domestic securities exchange upon which shares of Common
Stock may be listed (except for official notice of issuance which shall be
immediately delivered by the Corporation upon each such issuance). The
Corporation shall not take any action which would cause the number of authorized
but unissued shares of Common Stock to be less than the number of such shares
required to be reserved hereunder for issuance upon conversion of the Existing
Preferred Stock.

                                 E. DEFINITIONS

          "AFFILIATE" means, with respect to any Person, any other Person,
entity or investment fund controlling, controlled by or under common control
with such Person and, in the case of a Person which is a partnership, any
partner of such Person.

          "COMMON STOCK" means, collectively, the Corporation's Common Stock and
any other class of capital stock of the Corporation hereafter authorized which
is not limited to a fixed sum or percentage of par or stated value in respect to
the rights of the holders thereof to participate in dividends or in the
distribution of assets upon any liquidation, dissolution or winding up of the
Corporation.

          "GENERAL CORPORATION LAW" means the General Corporation Law of the
State of Delaware, as amended from time to time.

          "LIQUIDATION VALUE" of any Share of Existing Preferred Stock as of any
particular date shall be equal to the initial price paid to the Corporation for
such Share on its date of issuance.

          "PERSON" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.

          "PUBLIC OFFERING" means any offering by the Corporation of its capital
stock or


                                       5



equity securities to the public pursuant to an effective registration statement
under the Securities Act of 1933, as then in effect, or any comparable statement
under any similar federal statute then in force.


                                  ARTICLE FIVE

     The Corporation is to have perpetual existence.


                                   ARTICLE SIX

     Elections of directors need not be by written ballot unless the Bylaws
of the Corporation shall so provide.

                                  ARTICLE SEVEN

     The number of directors which constitute the entire Board of Directors
of the Corporation shall be designated in the Bylaws of the Corporation.

                                  ARTICLE EIGHT

     In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, alter, amend or repeal
the Bylaws of the Corporation.

                                  ARTICLE NINE

     Section 1. LIMITATION OF LIABILITY.

     (a) To the fullest extent permitted by the Delaware General Corporation Law
as it now exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than permitted prior thereto), and except
as otherwise provided in the Corporation's By-laws, no Director of the
Corporation shall be liable to the Corporation or its stockholders for monetary
damages arising from a breach of fiduciary duty owed to the Corporation or its
stockholders.

     (b) Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a Director of the Corporation existing at the time of such repeal
or modification.

     Section 2. RIGHT TO INDEMNIFICATION. Each person who was or is made a party
or is threatened to be made a party to or is otherwise involved (including
involvement as a witness) in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "PROCEEDING"), by reason of the
fact that he or she is or was a Director or officer of the Corporation or, while
a Director or officer of the Corporation, is or was serving at the request of
the Corporation as a Director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including service
with respect to an employee


                                       6


benefit plan (an "INDEMNITEE"), whether the basis of such proceeding is alleged
action in an official capacity as a Director or officer or in any other capacity
while serving as a Director or officer, shall be indemnified and held harmless
by the Corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than permitted prior
thereto), against all expense, liability and loss (including attorneys' fees,
judgments, fines, excise exercise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith and such indemnification shall continue as to an indemnitee who has
ceased to be a Director, officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators; provided,
however, that, except as provided in Section 3 of this ARTICLE NINE with respect
to proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Section 2 of this ARTICLE NINE shall be a
contract right and shall include the obligation of the Corporation to pay the
expenses incurred in defending any such proceeding in advance of its final
disposition (an "ADVANCE OF EXPENSES"); provided, however, that, if and to the
extent that the Delaware General Corporation Law requires, an advance of
expenses incurred by an indemnitee in his or her capacity as a Director or
officer (and not in any other capacity in which service was or is rendered by
such indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the Corporation of an undertaking (an
"UNDERTAKING"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (a "FINAL ADJUDICATION") that such
indemnitee is not entitled to be indemnified for such expenses under this
Section 2 or otherwise. The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of the Corporation
with the same or lesser scope and effect as the foregoing indemnification of
Directors and officers.


     Section 3. PROCEDURE FOR INDEMNIFICATION. Any indemnification of a Director
or officer of the Corporation or advance of expenses under Section 2 of this
ARTICLE NINE shall be made promptly, and in any event within forty-five days
(or, in the case of an advance of expenses, twenty days), upon the written
request of the Director or officer. If a determination by the Corporation that
the Director or officer is entitled to indemnification pursuant to this ARTICLE
NINE is required, and the Corporation fails to respond within sixty days to a
written request for indemnity, the Corporation shall be deemed to have approved
the request. If the Corporation denies a written request for indemnification or
advance of expenses, in whole or in part, or if payment in full pursuant to such
request is not made within forty-five days (or, in the case of an advance of
expenses, twenty days), the right to indemnification or advances as granted by
this ARTICLE NINE shall be enforceable by the Director or officer in any court
of competent jurisdiction. Such person's costs and expenses incurred in
connection with successfully establishing his or her right to indemnification,
in whole or in part, in any such action shall also


                                       7


be indemnified by the Corporation. It shall be a defense to any such action
(other than an action brought to enforce a claim for the advance of expenses
where the undertaking required pursuant to Section 2 of this ARTICLE NINE, if
any, has been tendered to the Corporation) that the claimant has not met the
standards of conduct which make it permissible under the Delaware General
Corporation Law for the Corporation to indemnify the claimant for the amount
claimed, but the burden of such defense shall be on the Corporation. Neither the
failure of the Corporation (including its Board of Directors, independent legal
counsel or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the Delaware General Corporation Law, nor an actual determination
by the Corporation (including its Board of Directors, independent legal counsel
or its stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct. The procedure for
indemnification of other employees and agents for whom indemnification is
provided pursuant to Section 2 of this ARTICLE NINE shall be the same procedure
set forth in this Section 3 for Directors or officers, unless otherwise set
forth in the action of the Board of Directors providing indemnification for such
employee or agent.

     Section 4. INSURANCE. The Corporation may purchase and maintain insurance
on its own behalf and on behalf of any person who is or was a Director, officer,
employee or agent of the Corporation or was serving at the request of the
Corporation as a Director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss asserted against him or her and incurred by him or her in any
such capacity, whether or not the Corporation would have the power to indemnify
such person against such expenses, liability or loss under the Delaware General
Corporation Law.

     Section 5. SERVICE FOR SUBSIDIARIES. Any person serving as a Director,
officer, employee or agent of another corporation, partnership, limited
liability company, joint venture or other enterprise, at least 50% of whose
equity interests are owned by the Corporation (a "SUBSIDIARY" for this ARTICLE
NINE) shall be conclusively presumed to be serving in such capacity at the
request of the Corporation.

     Section 6. RELIANCE. Persons who after the date of the adoption of this
provision become or remain Directors or officers of the Corporation or who,
while a Director or officer of the Corporation, become or remain a Director,
officer, employee or agent of a subsidiary, shall be conclusively presumed to
have relied on the rights to indemnity, advance of expenses and other rights
contained in this ARTICLE NINE in entering into or continuing such service. The
rights to indemnification and to the advance of expenses conferred in this
ARTICLE NINE shall apply to claims made against an indemnitee arising out of
acts or omissions which occurred or occur both prior and subsequent to the
adoption hereof.

     Section 7. NON-EXCLUSIVITY OF RIGHTS. The rights to indemnification and to
the advance of expenses conferred in this ARTICLE NINE shall not be exclusive of
any other right which any person may have or hereafter acquire under this
Restated Certificate or under any


                                       8


statute, by-law, agreement, vote of stockholders or disinterested Directors or
otherwise.

     Section 8. MERGER OR CONSOLIDATION. For purposes of this ARTICLE NINE,
references to the "Corporation" shall include, in addition to the resulting
Corporation, any constituent Corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
Directors, officers and employees or agents, so that any person who is or was a
Director, officer, employee or agent of such constituent Corporation, or is or
was serving at the request of such constituent Corporation as a Director,
officer, employee or agent of another Corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under this ARTICLE
NINE with respect to the resulting or surviving Corporation as he or she would
have with respect to such constituent Corporation if its separate existence had
continued.

                                   ARTICLE TEN

     Section 1. CLASSIFICATION OF DIRECTORS. At each annual meeting of
stockholders, directors of the Corporation shall be elected to hold office until
the expiration of the term for which they are elected, and until their
successors have been duly elected and qualified; except that if any such
election shall be not so held, such election shall take place at stockholders'
meeting called and held in accordance with the Delaware General Corporation Law.
The directors of the Corporation shall be divided into three classes as nearly
equal in size as is practicable, hereby designated Class I, Class II and Class
III. In addition, one director shall be elected and designated as the Executive
Management Council Director. The term of office of the initial Class I directors
shall expire at the next succeeding annual meeting of stockholders, the term of
office of the initial Class II directors shall expire at the second succeeding
annual meeting of stockholders and the term of office of the initial Class III
directors shall expire at the third succeeding annual meeting of the
stockholders. The term of office of the Executive Management Council Director
shall expire at each annual meeting of shareholders. For the purposes hereof,
the initial Class I, Class II, Class III directors and Executive Management
Council Director shall be those directors elected by the stockholders of the
Corporation in connection with the adoption of this Restated Certificate. At
each annual meeting after the first annual meeting of stockholders, directors to
replace those of a Class whose terms expire at such annual meeting other than
the Executive Management Council Director shall be elected to hold office until
the third succeeding annual meeting and until their respective successors shall
have been duly elected and qualified. The Executive Management Council Director
shall be elected at each annual meeting. If the number of directors is hereafter
changed, any newly created directorships or decrease in directorships shall be
so apportioned among the classes as to make all classes as nearly equal in
number as practicable.

     Section 2. VACANCIES. Vacancies occurring on the Board of Directors for any
reason may be filled by vote of a majority of the remaining members of the Board
of Directors, although less than a quorum, at any meeting of the Board of
Directors. A person so elected by the Board of Directors to fill a vacancy shall
hold office until the next succeeding annual meeting of


                                       9


stockholders of the Corporation and until his or her successor shall have been
duly elected and qualified.

                                 ARTICLE ELEVEN

     Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside of the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the Corporation.

                                 ARTICLE TWELVE

     Beginning immediately following the consummation of the Corporation's
initial public offering of its Common Stock pursuant to an effective
registration statement under the Securities Act: (i) the stockholders of the
Corporation may not take any action by written consent in lieu of a meeting, and
must take any actions at a duly called annual or special meeting of stockholders
and the power of stockholders to consent in writing without a meeting is
specifically denied and (ii) special meetings of stockholders of the Corporation
may be called only by either the Board of Directors pursuant to a resolution
adopted by the affirmative vote of the majority of the total number of directors
then in office or by the chief executive officer of the Corporation.

                                ARTICLE THIRTEEN

     The Corporation expressly elects to be governed by Section 203 of the
Delaware General Corporation Law. Notwithstanding the terms of Section 203 of
the Delaware General Corporation Law, each of Banc One Venture Partners and its
affiliates (the "Banc One Entities") and Saunders, Karp & Megrue, L.P. and its
affiliates (the "SKM Entities") shall not be deemed at any time and without
regard to the percentage of voting stock of the Corporation owned by each of the
Banc One Entities and the SKM Entities to be an "interested stockholder" as such
term is defined in Section 203(c)(5) of the Delaware General Corporation Law.

                                ARTICLE FOURTEEN

     Notwithstanding any other provisions of this Restated Certificate or any
provision of law which might otherwise permit a lesser vote or no vote, but in
addition to any affirmative vote of the holders of the capital stock required by
law or this Restated Certificate, the affirmative vote of the holders of at
least two-thirds (2/3) of the combined voting power of all of the then
outstanding shares of the Corporation eligible to be cast in the election of
directors shall be required to alter, amend or repeal Articles Ten or Twelve
hereof, or this Article Fourteen, or any provision thereof or hereof.


                                       10


                                 ARTICLE FIFTEEN

     The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Restated Certificate, in the manner now or hereafter
prescribed by statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.





                                       11

EX-3.2

                                                                     Exhibit 3.2

                                     FORM OF

                                     BY-LAWS

                                       OF

                                 LINC.NET, INC.

                             A DELAWARE CORPORATION
                       (Adopted as of              , 2000)

                                    ARTICLE I

                                     OFFICES

     SECTION 1. REGISTERED OFFICE. The registered office of Linc.net, Inc. (the
"CORPORATION") in the State of Delaware shall be located at 9 East Loockerman
Street, in the City of Dover, County of Kent, 19901. The name of the
Corporation's registered agent at such address shall be National Registered
Agents, Inc. The registered office and/or registered agent of the Corporation
may be changed from time to time by action of the Board of Directors.

     SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other places, both within and without the State of Delaware, as the Board of
Directors may from time to time determine or the business of the Corporation may
require.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 1. ANNUAL MEETING. An annual meeting of the stockholders shall be
held each year within 150 days after the close of the immediately preceding
fiscal year of the Corporation or at such other time specified by the Board of
Directors for the purpose of electing Directors and conducting such other proper
business as may come before the annual meeting. At the annual meeting,
stockholders shall elect Directors and transact such other business as properly
may be brought before the annual meeting pursuant to Section 11 of ARTICLE II
hereof.

     SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders may only
be called in the manner provided in the Restated Certificate of Incorporation.

     SECTION 3. PLACE OF MEETINGS. The Board of Directors may designate any
place, either within or without the State of Delaware, as the place of meeting
for any annual meeting or for any special meeting. If no designation is made, or
if a special meeting be otherwise called, the




place of meeting shall be the principal executive office of the Corporation. If
for any reason any annual meeting shall not be held during any year, the
business thereof may be transacted at any special meeting of the stockholders.

         SECTION 4. NOTICE. Whenever stockholders are required or permitted to
take action at a meeting, written or printed notice stating the place, date,
time and, in the case of special meetings, the purpose or purposes, of such
meeting, shall be given to each stockholder entitled to vote at such meeting not
less than 10 nor more than 60 days before the date of the meeting. All such
notices shall be delivered, either personally or by mail, by or at the direction
of the Board of Directors, the chairman of the board, the president or the
secretary, and if mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, postage prepaid, addressed to the
stockholder at his, her or its address as the same appears on the records of the
Corporation. Attendance of a person at a meeting shall constitute a waiver of
notice of such meeting, except when the person attends for the express purpose
of objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened.

         SECTION 5. STOCKHOLDERS LIST. The officer having charge of the stock
ledger of the Corporation shall make, at least 10 days before every meeting of
the stockholders, a complete list of the stockholders entitled to vote at such
meeting arranged in alphabetical order, showing the address of each stockholder
and the number of shares registered in the name of each stockholder. Such list
shall be open to the examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for a period of at least 10 days
prior to the meeting, either at a place within the city where the meeting is to
be held, which place shall be specified in the notice of the meeting or, if not
so specified, at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

     SECTION 6. QUORUM. The holders of a majority of the outstanding shares of
capital stock entitled to vote, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders, except as otherwise
provided by the General Corporation Law of the State of Delaware or by the
Restated Certificate of Incorporation. If a quorum is not present, the holders
of a majority of the shares present in person or represented by proxy at the
meeting, and entitled to vote at the meeting, may adjourn the meeting to another
time and/or place. When a specified item of business requires a vote by a class
or series (if the Corporation shall then have outstanding shares of more than
one class or series) voting as a class or series, the holders of a majority of
the shares of such class or series shall constitute a quorum (as to such class
or series) for the transaction of such item of business.


     SECTION 7. ADJOURNED MEETINGS. When a meeting is adjourned to another time
and place, notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken. At
the adjourned meeting the Corporation may





transact any business which might have been transacted at the original meeting.
If the adjournment is for more than 30 days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.

     SECTION 8. VOTE REQUIRED. When a quorum is present, the affirmative vote of
the majority of shares present in person or represented by proxy at the meeting
and entitled to vote on the subject matter shall be the act of the stockholders,
unless (i) by express provisions of an applicable law or of the Restated
Certificate of Incorporation a different vote is required, in which case such
express provision shall govern and control the decision of such question, or
(ii) the subject matter is the election of Directors, in which case Section 2 of
ARTICLE III hereof shall govern and control the approval of such subject matter.

     SECTION 9. VOTING RIGHTS. Except as otherwise provided by the General
Corporation Law of the State of Delaware, the Restated Certificate of
Incorporation of the Corporation or any amendments thereto or these By-laws,
every stockholder shall at every meeting of the stockholders be entitled to one
vote in person or by proxy for each share of capital stock held by such
stockholder.

     SECTION 10. PROXIES. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him or her
by proxy, but no such proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the Corporation generally. Any proxy is suspended when the person
executing the proxy is present at a meeting of stockholders and elects to vote,
except that when such proxy is coupled with an interest and the fact of the
interest appears on the face of the proxy, the agent named in the proxy shall
have all voting and other rights referred to in the proxy, notwithstanding the
presence of the person executing the proxy. At each meeting of the stockholders,
and before any voting commences, all proxies filed at or before the meeting
shall be submitted to and examined by the secretary or a person designated by
the secretary, and no shares may be represented or voted under a proxy that has
been found to be invalid or irregular.

     SECTION 11. BUSINESS BROUGHT BEFORE AN ANNUAL MEETING. At an annual meeting
of the stockholders, only such business shall be conducted as shall have been
properly brought before the meeting. To be properly brought before an annual
meeting, business must be (i) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (ii)
brought before the meeting by or at the direction of the Board of Directors or
(iii) otherwise properly brought before the meeting by a stockholder. For
business to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely




notice thereof in writing to the secretary of the Corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation, not less than 60 days nor more
than 90 days prior to the meeting; PROVIDED, HOWEVER, that in the event that
less than 70 days' notice or prior public announcement of the date of the
meeting is given or made to stockholders, notice by the stockholder to be timely
must be so received not later than the close of business on the 10th day
following the date on which such notice of the date of the annual meeting was
mailed or such public announcement was made. A stockholder's notice to the
secretary shall set forth as to each matter the stockholder proposes to bring
before the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting, (ii) the name and address, as they appear on
the Corporation's books, of the stockholder proposing such business, (iii) the
class and number of shares of the Corporation which are beneficially owned by
the stockholder and (iv) any material interest of the stockholder in such
business. Notwithstanding anything in these By-laws to the contrary, no business
shall be conducted at an annual meeting except in accordance with the procedures
set forth in this section. The presiding officer of an annual meeting shall, if
the facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting and in accordance with the provisions of
this section; if he should so determine, he shall so declare to the meeting and
any such business not properly brought before the meeting shall not be
transacted. For purposes of this section, "PUBLIC ANNOUNCEMENT" shall mean
disclosure in a press release reported by Dow Jones News Service, Associated
Press or a comparable national news service. Nothing in this section shall be
deemed to affect any rights of stockholders to request inclusion of proposals in
the Corporation's proxy statement pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT").


                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. GENERAL POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors. In
addition to such powers as are herein and in the Restated Certificate of
Incorporation expressly conferred upon it, the Board of Directors shall have and
may exercise all the powers of the Corporation, subject to the provisions of the
laws of Delaware, the Restated Certificate of Incorporation and these By-laws.

     SECTION 2. NUMBER, ELECTION AND TERM OF OFFICE. Subject to any rights of
the holders of any series of Preferred Stock to elect additional Directors under
specified circumstances, the number of Directors which shall constitute the
Board of Directors shall be fixed from time to time by resolution adopted by the
affirmative vote of a majority of the total number of Directors then in office.
The Directors shall be elected by a plurality of the votes of the shares present
in person or represented by proxy at the meeting and entitled to vote in the
election of Directors; provided that, whenever the holders of any class or
series of capital stock of the Corporation are



entitled to elect one or more Directors pursuant to the provisions of the
Restated Certificate of Incorporation of the Corporation (including, but not
limited to, for purposes of these By-laws, pursuant to any duly authorized
certificate of designation), such Directors shall be elected by a plurality of
the votes of such class or series present in person or represented by proxy at
the meeting and entitled to vote in the election of such Directors. The
Directors shall be elected and shall hold office only in the manner provided in
the Restated Certificate of Incorporation.

     SECTION 3. REMOVAL AND RESIGNATION. No Director may be removed from office
without cause and without the affirmative vote of the holders of a majority of
the voting power of the then outstanding shares of capital stock entitled to
vote generally in the election of Directors voting together as a single class;
provided, however, that if the holders of any class or series of capital stock
are entitled by the provisions of the Restated Certificate of Incorporation (it
being understood that any references to the Restated Certificate of
Incorporation shall include any duly authorized certificate of designation) to
elect one or more Directors, such Director or Directors so elected may be
removed without cause only by the vote of the holders of a majority of the
outstanding shares of that class or series entitled to vote. Any Director may
resign at any time upon written notice to the Corporation.

     SECTION 4. VACANCIES. Vacancies and newly created directorships resulting
from any increase in the total number of Directors may be filled only in the
manner provided in the Restated Certificate of Incorporation.

     SECTION 5. NOMINATIONS.

          (a) Only persons who are nominated in accordance with the procedures
set forth in these By-laws shall be eligible to serve as Directors. Nominations
of persons for election to the Board of Directors of the Corporation may be made
at a meeting of stockholders (i) by or at the direction of the Board of
Directors or (ii) by any stockholder of the Corporation who was a stockholder of
record at the time of giving of notice provided for in this By-law, who is
entitled to vote generally in the election of Directors at the meeting and who
shall have complied with the notice procedures set forth below in Section 5(b).

          (b) In order for a stockholder to nominate a person for election to
the Board of Directors of the Corporation at a meeting of stockholders, such
stockholder shall have delivered timely notice of such stockholder's intent to
make such nomination in writing to the secretary of the Corporation. To be
timely, a stockholder's notice shall be delivered to or mailed and received at
the principal executive offices of the Corporation (i) in the case of an annual
meeting, not less than 60 nor more than 90 days prior to the first anniversary
of the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event
that the date of the annual meeting is changed by more than 30 days from such
anniversary date, notice by the stockholder to be timely must be so received not
later than the close of business on the 10th day following the earlier of the
day on which notice of the date of the meeting was mailed or public disclosure
of the meeting was made,




and (ii) in the case of a special meeting at which Directors are to be elected,
not later than the close of business on the 10th day following the earlier of
the day on which notice of the date of the meeting was mailed or public
disclosure of the meeting was made. Such stockholder's notice shall set forth
(i) as to each person whom the stockholder proposes to nominate for election as
a Director at such meeting all information relating to such person that is
required to be disclosed in solicitations of proxies for election of Directors,
or is otherwise required, in each case pursuant to Regulation 14A under the
Exchange Act (including such person's written consent to being named in the
proxy statement as a nominee and to serving as a Director if elected); (ii) as
to the stockholder giving the notice (A) the name and address, as they appear on
the Corporation's books, of such stockholder and (B) the class and number of
shares of the Corporation which are beneficially owned by such stockholder and
also which are owned of record by such stockholder; and (iii) as to the
beneficial owner, if any, on whose behalf the nomination is made, (A) the name
and address of such person and (B) the class and number of shares of the
Corporation which are beneficially owned by such person. At the request of the
Board of Directors, any person nominated by the Board of Directors for election
as a Director shall furnish to the secretary of the Corporation that information
required to be set forth in a stockholder's notice of nomination which pertains
to the nominee.

          (c) No person shall be eligible to serve as a Director of the
Corporation unless nominated in accordance with the procedures set forth in this
section. The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
procedures prescribed by this section, and if he should so determine, he shall
so declare to the meeting and the defective nomination shall be disregarded. A
stockholder seeking to nominate a person to serve as a Director must also comply
with all applicable requirements of the Exchange Act, and the rules and
regulations thereunder with respect to the matters set forth in this section.

     SECTION 6. ANNUAL MEETINGS. The annual meeting of the Board of Directors
shall be held without other notice than this By-law immediately after, and at
the same place as, the annual meeting of stockholders.

     SECTION 7. OTHER MEETINGS AND NOTICE. Regular meetings, other than the
annual meeting, of the Board of Directors may be held without notice at such
time and at such place as shall from time to time be determined by resolution of
the Board of Directors. Special meetings of the Board of Directors may be called
by the chairman of the board, the president (if the president is a Director) or,
upon the written request of at least a majority of the Directors then in office,
the secretary of the Corporation on at least 24 hours notice to each Director,
either personally, by telephone, by mail or by telecopy.

     SECTION 8. CHAIRMAN OF THE BOARD, QUORUM, REQUIRED VOTE AND ADJOURNMENT.
The Board of Directors shall elect, by the affirmative vote of a majority of the
total number of Directors then in office, a chairman of the board, who shall
preside at all meetings of the




stockholders and Board of Directors at which he or she is present and shall have
such powers and perform such duties as the Board of Directors may from time to
time prescribe. If the chairman of the board is not present at a meeting of the
stockholders or the Board of Directors, the president (if the president is a
Director and is not also the chairman of the board) shall preside at such
meeting, and, if the president is not present at such meeting, a majority of the
Directors present at such meeting shall elect one of their members to so
preside. A majority of the total number of Directors then in office shall
constitute a quorum for the transaction of business. Unless by express provision
of an applicable law, the Restated Certificate of Incorporation or these By-laws
a different vote is required, the vote of a majority of Directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors.
If a quorum shall not be present at any meeting of the Board of Directors, the
Directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

     SECTION 9. COMMITTEES. The Board of Directors may, by resolution passed by
a majority of the total number of Directors then in office, designate one or
more committees, each committee to consist of one or more of the Directors of
the Corporation, which to the extent provided in such resolution or these
By-laws shall have, and may exercise, the powers of the Board of Directors in
the management and affairs of the Corporation, except as otherwise limited by
law. The Board of Directors may designate one or more Directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
Board of Directors. Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors upon request.

     SECTION 10. COMMITTEE RULES. Each committee of the Board of Directors may
fix its own rules of procedure and shall hold its meetings as provided by such
rules, except as may otherwise be provided by a resolution of the Board of
Directors designating such committee. Unless otherwise provided in such a
resolution, the presence of at least a majority of the members of the committee
shall be necessary to constitute a quorum. Unless otherwise provided in such a
resolution, in the event that a member and that member's alternate, if
alternates are designated by the Board of Directors, of such committee is or are
absent or disqualified, the member or members thereof present at any meeting and
not disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member.

     SECTION 11. COMMUNICATIONS EQUIPMENT. Members of the Board of Directors or
any committee thereof may participate in and act at any meeting of such board or
committee through the use of a conference telephone or other communications
equipment by means of which all persons participating in the meeting can hear
and speak with each other, and participation in the meeting pursuant to this
section shall constitute presence in person at the meeting.





     SECTION 12. WAIVER OF NOTICE AND PRESUMPTION OF ASSENT. Any member of the
Board of Directors or any committee thereof who is present at a meeting shall be
conclusively presumed to have waived notice of such meeting except when such
member attends for the express purpose of objecting at the beginning of the
meeting to the transaction of any business because the meeting is not lawfully
called or convened. Such member shall be conclusively presumed to have assented
to any action taken unless his or her dissent shall be entered in the minutes of
the meeting or unless his or her written dissent to such action shall be filed
with the person acting as the secretary of the meeting before the adjournment
thereof or shall be forwarded by registered mail to the secretary of the
Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to any member who voted in favor of such action.

     SECTION 13. ACTION BY WRITTEN CONSENT. Unless otherwise restricted by the
Restated Certificate of Incorporation, any action required or permitted to be
taken at any meeting of the Board of Directors, or of any committee thereof, may
be taken without a meeting if all members of such board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the board or committee.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. NUMBER. The officers of the Corporation shall be elected by the
Board of Directors and shall consist of a chairman of the board, a chief
executive officer, a president, one or more vice-presidents, a secretary, a
chief financial officer and such other officers and assistant officers as may be
deemed necessary or desirable by the Board of Directors. Any number of offices
may be held by the same person, except that neither the chief executive officer
nor the president shall also hold the office of secretary. In its discretion,
the Board of Directors may choose not to fill any office for any period as it
may deem advisable, except that the offices of president and secretary shall be
filled as expeditiously as possible.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected annually by the Board of Directors at its first meeting held
after each annual meeting of stockholders or as soon thereafter as convenient.
Vacancies may be filled or new offices created and filled at any meeting of the
Board of Directors. Each officer shall hold office until a successor is duly
elected and qualified or until his or her earlier death, resignation or removal
as hereinafter provided.

     SECTION 3. REMOVAL. Any officer or agent elected by the Board of Directors
may be removed by the Board of Directors at its discretion, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.





     SECTION 4. VACANCIES. Any vacancy occurring in any office because of death,
resignation, removal, disqualification or otherwise may be filled by the Board
of Directors.

     SECTION 5. COMPENSATION. Compensation of all executive officers shall be
approved by the Board of Directors, and no officer shall be prevented from
receiving such compensation by virtue of his or her also being a Director of the
Corporation; PROVIDED HOWEVER, that compensation of all executive officers may
be determined by a committee established for that purpose if so authorized by
the unanimous vote of the Board of Directors.

     SECTION 6. CHAIRMAN OF THE BOARD. The chairman of the board shall preside
at all meetings of the stockholders and of the Board of Directors and shall have
such other powers and perform such other duties as may be prescribed to him or
her by the Board of Directors or provided in these By-laws.

     SECTION 7. CHIEF EXECUTIVE OFFICER. The chief executive officer shall have
the powers and perform the duties incident to that position. Subject to the
powers of the Board of Directors and the chairman of the board, the chief
executive officer shall be in the general and active charge of the entire
business and affairs of the Corporation, and shall be its chief policy making
officer. The chief executive officer shall have such other powers and perform
such other duties as may be prescribed by the Board of Directors or provided in
these By-laws. The chief executive officer is authorized to execute bonds,
mortgages and other contracts requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the Corporation. Whenever the president is unable to serve, by reason of
sickness, absence or otherwise, the chief executive officer shall perform all
the duties and responsibilities and exercise all the powers of the president.

     SECTION 8. THE PRESIDENT. The president of the Corporation shall, subject
to the powers of the Board of Directors, the chairman of the board and the chief
executive officer, have general charge of the business, affairs and property of
the Corporation, and control over its officers, agents and employees. The
president shall see that all orders and resolutions of the Board of Directors
are carried into effect. The president is authorized to execute bonds, mortgages
and other contracts requiring a seal, under the seal of the Corporation, except
where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by
the Board of Directors to some other officer or agent of the Corporation. The
president shall have such other powers and perform such other duties as may be
prescribed by the chairman of the board, the chief executive officer, the Board
of Directors or as may be provided in these By-laws.

     SECTION 9. VICE-PRESIDENTS. The vice-president, or if there shall be more
than one, the vice-presidents in the order determined by the Board of Directors
or the chairman of the board,





shall, in the absence or disability of the president, act with all of the powers
and be subject to all the restrictions of the president. The vice-presidents
shall also perform such other duties and have such other powers as the Board of
Directors, the chairman of the board, the chief executive officer, the president
or these By-laws may, from time to time, prescribe. The vice-presidents may also
be designated as executive vice-presidents or senior vice-presidents, as the
Board of Directors may from time to time prescribe.

     SECTION 10. THE SECRETARY AND ASSISTANT SECRETARIES. The secretary shall
attend all meetings of the Board of Directors, all meetings of the committees
thereof and all meetings of the stockholders and record all the proceedings of
the meetings in a book or books to be kept for that purpose or shall ensure that
his or her designee attends each such meeting to act in such capacity. Under the
chairman of the board's supervision, the secretary shall give, or cause to be
given, all notices required to be given by these By-laws or by law; shall have
such powers and perform such duties as the Board of Directors, the chairman of
the board, the chief executive officer, the president or these By-laws may, from
time to time, prescribe; and shall have custody of the corporate seal of the
Corporation. The secretary, or an assistant secretary, shall have authority to
affix the corporate seal to any instrument requiring it and when so affixed, it
may be attested by his or her signature or by the signature of such assistant
secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
or her signature. The assistant secretary, or if there be more than one, any of
the assistant secretaries, shall in the absence or disability of the secretary,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the Board of Directors, the
chairman of the board, the chief executive officer, the president, or secretary
may, from time to time, prescribe.

     SECTION 11. THE CHIEF FINANCIAL OFFICER. The chief financial officer shall
have the custody of the corporate funds and securities; shall keep full and
accurate all books and accounts of the Corporation as shall be necessary or
desirable in accordance with applicable law or generally accepted accounting
principles; shall deposit all monies and other valuable effects in the name and
to the credit of the Corporation as may be ordered by the chairman of the board
or the Board of Directors; shall cause the funds of the Corporation to be
disbursed when such disbursements have been duly authorized, taking proper
vouchers for such disbursements; and shall render to the Board of Directors, at
its regular meeting or when the Board of Directors so requires, an account of
the Corporation; shall have such powers and perform such duties as the Board of
Directors, the chairman of the board, the chief executive officer, the president
or these By-laws may, from time to time, prescribe. If required by the Board of
Directors, the chief financial officer shall give the Corporation a bond (which
shall be rendered every six years) in such sums and with such surety or sureties
as shall be satisfactory to the Board of Directors for the faithful performance
of the duties of the office of chief financial officer and for the restoration
to the Corporation, in case of death, resignation, retirement or removal from
office of all books, papers, vouchers, money and other property of whatever kind
in the possession or under the control of the chief financial officer belonging
to the Corporation.





     SECTION 12. OTHER OFFICERS, ASSISTANT OFFICERS AND AGENTS. Officers,
assistant officers and agents, if any, other than those whose duties are
provided for in these By-laws, shall have such authority and perform such duties
as may from time to time be prescribed by resolution of the Board of Directors.

     SECTION 13. ABSENCE OR DISABILITY OF OFFICERS. In the case of the absence
or disability of any officer of the Corporation and of any person hereby
authorized to act in such officer's place during such officer's absence or
disability, the Board of Directors may by resolution delegate the powers and
duties of such officer to any other officer or to any Director, or to any other
person selected by it.


                                    ARTICLE V

                              CERTIFICATES OF STOCK

     SECTION 1. FORM. Every holder of stock in the Corporation shall be entitled
to have a certificate, signed by, or in the name of the Corporation by the
chairman of the board, the chief executive officer or the president and the
secretary or an assistant secretary of the Corporation, certifying the number of
shares owned by such holder in the Corporation. If such a certificate is
countersigned (i) by a transfer agent or an assistant transfer agent other than
the Corporation or its employee or (ii) by a registrar, other than the
Corporation or its employee, the signature of any such chairman of the board,
chief executive officer, president, secretary or assistant secretary may be
facsimiles. In case any officer or officers who have signed, or whose facsimile
signature or signatures have been used on, any such certificate or certificates
shall cease to be such officer or officers of the Corporation whether because of
death, resignation or otherwise before such certificate or certificates have
been delivered by the Corporation, such certificate or certificates may
nevertheless be issued and delivered as though the person or persons who signed
such certificate or certificates or whose facsimile signature or signatures have
been used thereon had not ceased to be such officer or officers of the
Corporation. All certificates for shares shall be consecutively numbered or
otherwise identified. The name of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the books of the Corporation. Shares of stock of the Corporation
shall only be transferred on the books of the Corporation by the holder of
record thereof or by such holder's attorney duly authorized in writing, upon
surrender to the Corporation of the certificate or certificates for such shares
endorsed by the appropriate person or persons, with such evidence of the
authenticity of such endorsement, transfer, authorization and other matters as
the Corporation may reasonably require, and accompanied by all necessary stock
transfer stamps. In that event, it shall be the duty of the Corporation to issue
a new certificate to the person entitled thereto, cancel the old certificate or
certificates and record the transaction on its books. The Board of Directors may
appoint a bank or trust company organized under the laws of the United States or
any state





thereof to act as its transfer agent or registrar, or both in connection with
the transfer of any class or series of securities of the Corporation.

     SECTION 2. LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates previously issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Corporation
may, in its discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen or destroyed certificate or certificates,
or his or her legal representative, to give the Corporation a bond sufficient to
indemnify the Corporation against any claim that may be made against the
Corporation on account of the loss, theft or destruction of any such certificate
or the issuance of such new certificate.

     SECTION 3. FIXING A RECORD DATE FOR STOCKHOLDER MEETINGS. In order that the
Corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than 60 nor less than 10 days before the
date of such meeting. If no record date is fixed by the Board of Directors, the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be the close of business on the next day preceding
the day on which notice is first given. A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.

     SECTION 4. FIXING A RECORD DATE FOR OTHER PURPOSES. In order that the
Corporation may determine the stockholders entitled to receive payment of any
dividend or other distribution or allotment or any rights or the stockholders
entitled to exercise any rights in respect of any change, conversion or exchange
of stock, or for the purposes of any other lawful action, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted, and which record date shall be
not more than 60 days prior to such action. If no record date is fixed, the
record date for determining stockholders for any such purpose shall be at the
close of business on the day on which the Board of Directors adopts the
resolution relating thereto.

     SECTION 5. REGISTERED STOCKHOLDERS. Prior to the surrender to the
Corporation of the certificate or certificates for a share or shares of stock
with a request to record the transfer of such share or shares, the Corporation
may treat the registered owner as the person entitled to receive dividends, to
vote, to receive notifications and otherwise to exercise all the rights and
powers of an owner. The Corporation shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have




express or other notice thereof.

     SECTION 6. SUBSCRIPTIONS FOR STOCK. Unless otherwise provided for in the
subscription agreement, subscriptions for shares shall be paid in full at such
time, or in such installments and at such times, as shall be determined by the
Board of Directors. Any call made by the Board of Directors for payment on
subscriptions shall be uniform as to all shares of the same class or as to all
shares of the same series. In case of default in the payment of any installment
or call when such payment is due, the Corporation may proceed to collect the
amount due in the same manner as any debt due the Corporation.

                                   ARTICLE VI

                               GENERAL PROVISIONS

     SECTION 1. DIVIDENDS. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Restated Certificate of Incorporation, if any,
may be declared by the Board of Directors at any regular or special meeting, in
accordance with applicable law. Dividends may be paid in cash, in property or in
shares of the capital stock, subject to the provisions of the Restated
Certificate of Incorporation. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
any other purpose and the Directors may modify or abolish any such reserve in
the manner in which it was created.

     SECTION 2. CHECKS, DRAFTS OR ORDERS. All checks, drafts or other orders for
the payment of money by or to the Corporation and all notes and other evidences
of indebtedness issued in the name of the Corporation shall be signed by such
officer or officers, agent or agents of the Corporation, and in such manner, as
shall be determined by resolution of the Board of Directors or a duly authorized
committee thereof.

     SECTION 3. CONTRACTS. In addition to the powers otherwise granted to
officers pursuant to ARTICLE IV hereof, the Board of Directors may authorize any
officer or officers, or any agent or agents, of the Corporation to enter into
any contract or to execute and deliver any instrument in the name of and on
behalf of the Corporation, and such authority may be general or confined to
specific instances.

     SECTION 4. LOANS. The Corporation may lend money to, or guarantee any
obligation of, or otherwise assist any officer or other employee of the
Corporation or of its subsidiaries, including any officer or employee who is a
Director of the Corporation or its subsidiaries, whenever, in the judgment of
the Directors, such loan, guaranty or assistance may reasonably be expected to





benefit the Corporation. The loan, guaranty or other assistance may be with or
without interest, and may be unsecured, or secured in such manner as the Board
of Directors shall approve, including, without limitation, a pledge of shares of
stock of the Corporation. Nothing in this section shall be deemed to deny, limit
or restrict the powers of guaranty or warranty of the Corporation at common law
or under any statute.

     SECTION 5. FISCAL YEAR. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.

     SECTION 6. CORPORATE SEAL. The Board of Directors may provide a corporate
seal which shall be in the form of a circle and shall have inscribed thereon the
name of the Corporation and the words "Corporate Seal, Delaware." The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

     SECTION 7. VOTING SECURITIES OWNED BY CORPORATION. Voting securities in any
other Corporation held by the Corporation shall be voted by the chief executive
officer, the president or a vice-president, unless the Board of Directors
specifically confers authority to vote with respect thereto, which authority may
be general or confined to specific instances, upon some other person or officer.
Any person authorized to vote securities shall have the power to appoint
proxies, with general power of substitution.

     SECTION 8. INSPECTION OF BOOKS AND RECORDS. The Board of Directors shall
have power from time to time to determine to what extent and at what times and
places and under what conditions and regulations the accounts and books of the
Corporation, or any of them, shall be open to the inspection of the
stockholders; and no stockholder shall have any right to inspect any account or
book or document of the Corporation, except as conferred by the laws of the
State of Delaware, unless and until authorized so to do by resolution of the
Board of Directors or of the stockholders of the Corporation.

     SECTION 9. SECTION HEADINGS. Section headings in these By-laws are for
convenience of reference only and shall not be given any substantive effect in
limiting or otherwise construing any provision herein.

     SECTION 10. INCONSISTENT PROVISIONS. In the event that any provision of
these By-laws is or becomes inconsistent with any provision of the Restated
Certificate of Incorporation, the General Corporation Law of the State of
Delaware or any other applicable law, the provision of these By-laws shall not
be given any effect to the extent of such inconsistency but shall otherwise be
given full force and effect.





                                   ARTICLE VII

                                   AMENDMENTS

     In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors of the Corporation is expressly authorized to make,
alter, amend, change, add to or repeal these By-laws by the affirmative vote of
a majority of the total number of Directors then in office. Any alteration or
repeal of these By-laws by the stockholders of the Corporation shall require the
affirmative vote of a majority of the outstanding shares of the Corporation
entitled to vote on such alteration or repeal; PROVIDED, HOWEVER, that Section
11 of ARTICLE II and Sections 2, 3, 4 and 5 of ARTICLE III and this ARTICLE VII
of these By-laws shall not be altered, amended or repealed and no provision
inconsistent therewith shall be adopted without the affirmative vote of the
holders of at least two thirds (*) of the combined voting power of all of the
then outstanding shares of the Corporation entitled to vote on such alteration
or repeal unless such amendment shall be approved by a majority of the directors
of the Corporation not affiliated or associated with any person or entity
holding (or which has announced an intention to obtain) twenty percent (20%) or
more of the voting power of the Corporation's outstanding capital stock (other
than (i) Banc One Venture Partners and its affiliates and (ii) Saunders, Karp &
Megrue, L.P. and its affiliates).

EX-4.1

                                                                 EXHIBIT NO. 4.1


                      $30,000,000 REVOLVING CREDIT FACILITY
                            $100,000,000 TERM LOAN A
                            $100,000,000 TERM LOAN B

                      AMENDED AND RESTATED CREDIT AGREEMENT

                                  by and among

                                 LINC.NET, INC.

                                       and

                             THE BANKS PARTY HERETO

                                 THE GUARANTORS

                    PNC BANK, NATIONAL ASSOCIATION, As Agent

           GENERAL ELECTRIC CAPITAL CORPORATION, As Syndication Agent

                                       and

                   PNC CAPITAL MARKETS, INC., As Lead Arranger



                            Dated as of June 16, 2000

             PREPARED BY BUCHANAN INGERSOLL PROFESSIONAL CORPORATION






                                TABLE OF CONTENTS



SECTION                                                                                                        PAGE
- -------                                                                                                        ----
                                                                                                            
1.       CERTAIN DEFINITIONS......................................................................................2
         1.1      Certain Definitions.............................................................................2
         1.2      Construction...................................................................................27
         1.3      Accounting Principles..........................................................................28


2.       REVOLVING CREDIT FACILITY...............................................................................29
         2.1      Revolving Credit Commitments...................................................................29
         2.2      Nature of Banks' Obligations with Respect to Revolving Credit Loans............................29
         2.3      Commitment Fees................................................................................29
         2.4      Revolving Credit Loan Requests.................................................................30
         2.5      Making Revolving Credit Loans..................................................................30
         2.6      Revolving Credit Notes.........................................................................31
         2.7      Use of Proceeds................................................................................31
         2.8      Letter of Credit Subfacility...................................................................31


3.       TERM LOANS..............................................................................................31
         3.1      Term Loan A Commitments and Term Loan B Commitments............................................31
         3.2      Nature of Banks' Obligations with Respect to Term Loans........................................31
         3.3      Commitment Fees................................................................................32
         3.4      Term Loan A Requests...........................................................................32
         3.5      Making Term Loans A............................................................................33
         3.6      Term Loan Notes................................................................................33
         3.7      Use of Proceeds................................................................................34


4.       INTEREST RATES..........................................................................................35
         4.1      Interest Rate Options..........................................................................35
                  4.1.1        Revolving Credit Interest Rate Options............................................35
                  4.1.2        Term Loan Interest Rate Options...................................................35
                  4.1.3        Rate Quotations...................................................................36
         4.2      Interest Periods...............................................................................36
                  4.2.1        Amount of Borrowing Tranche.......................................................36
                  4.2.2        Renewals..........................................................................36
         4.3      Interest After Default.........................................................................36
                  4.3.1        Letter of Credit Fees, Interest Rate..............................................37
                  4.3.2        Other Obligations.................................................................37
                  4.3.3        Acknowledgment....................................................................37
         4.4      Euro-Rate Unascertainable; Illegality..........................................................37
                  4.4.1        Euro-Rate Unascertainable.........................................................37



                                      -i-


                                TABLE OF CONTENTS



SECTION                                                                                                        PAGE
- -------                                                                                                        ----
                                                                                                            
                  4.4.2        Illegality........................................................................37
         4.5      Selection of Interest Rate Options.............................................................38


5.       PAYMENTS................................................................................................38
         5.1      Payments.......................................................................................38
         5.2      Pro Rata Treatment of Banks....................................................................39
         5.3      Interest Payment Dates.........................................................................39
         5.4      Voluntary Prepayments..........................................................................39
                  5.4.1        Right to Prepay...................................................................39
                  5.4.2        Voluntary Reduction of Revolving Credit Commitment................................40
         5.5      Mandatory Prepayments..........................................................................40
                  5.5.1        Excess Cash Flow..................................................................40
                  5.5.2        Sale of Assets; Casualty Event; Sale of Debt or Equity Securities.................41
                  5.5.3        Application Among Term Loans and Interest Rate Options............................42
                  5.5.4        Borrowing Base Exceeded...........................................................43
         5.6      Additional Compensation in Certain Circumstances...............................................43
                  5.6.1        Increased Costs or Reduced Return Resulting from Taxes, Reserves, Capital
                               Adequacy Requirements, Expenses, Etc..............................................43
                  5.6.2        Indemnity.........................................................................44


6.       REPRESENTATIONS AND WARRANTIES..........................................................................45
         6.1      Representations and Warranties.................................................................45
                  6.1.1        Organization and Qualification....................................................45
                  6.1.2        Capitalization and Ownership......................................................45
                  6.1.3        Subsidiaries......................................................................45
                  6.1.4        Power and Authority...............................................................46
                  6.1.5        Validity and Binding Effect.......................................................46
                  6.1.6        No Conflict.......................................................................46
                  6.1.7        Litigation........................................................................46
                  6.1.8        Title to Properties...............................................................47
                  6.1.9        Financial Statements..............................................................47
                  6.1.10       Use of Proceeds; Margin Stock; Section 20 Subsidiaries............................48
                  6.1.11       Full Disclosure...................................................................48
                  6.1.12       Taxes.............................................................................49
                  6.1.13       Consents and Approvals............................................................49
                  6.1.14       No Event of Default; Compliance with Instruments..................................49
                  6.1.15       Patents, Trademarks, Copyrights, Licenses, Etc....................................49
                  6.1.16       Security Interests................................................................50



                                     -ii-


                                TABLE OF CONTENTS



SECTION                                                                                                        PAGE
- -------                                                                                                        ----
                                                                                                            
                  6.1.17       Mortgage Liens....................................................................50
                  6.1.18       Status of the Pledged Collateral..................................................51
                  6.1.19       Insurance.........................................................................51
                  6.1.20       Compliance with Laws..............................................................51
                  6.1.21       Material Contracts; Burdensome Restrictions.......................................51
                  6.1.22       Investment Companies; Regulated Entities..........................................52
                  6.1.23       Plans and Benefit Arrangements....................................................52
                  6.1.24       Employment Matters................................................................53
                  6.1.25       Environmental Matters.............................................................54
                  6.1.26       Year 2000.........................................................................55
                  6.1.27       Senior Debt Status................................................................55
         6.2      Updates to Schedules...........................................................................55


7.       CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT.................................................56
         7.1      Loans and Letters of Credit on the Closing Date and in Connection with Permitted
                  Acquisitions...................................................................................56
                  7.1.1        Officer's Certificate.............................................................56
                  7.1.2        Secretary's Certificate...........................................................56
                  7.1.3        Delivery of Loan Documents........................................................57
                  7.1.4        Opinion of Counsel................................................................57
                  7.1.5        Legal Details.....................................................................57
                  7.1.6        Payment of Fees...................................................................57
                  7.1.7        Solvency..........................................................................58
                  7.1.8        Consents..........................................................................58
                  7.1.9        Officer's Certificate Regarding MACs..............................................58
                  7.1.10       No Violation of Laws..............................................................58
                  7.1.11       No Actions or Proceedings.........................................................58
                  7.1.12       Insurance Policies; Certificates of Insurance; Endorsements.......................58
                  7.1.13       Title Insurance...................................................................59
                  7.1.14       Evidence of Lien Priority.........................................................59
                  7.1.15       Landlord's Waiver.................................................................59
                  7.1.16       Consummation of Transactions......................................................59
                  7.1.17       Lien Search.......................................................................60
                  7.1.18       Due Diligence and Contingent Liabilities..........................................60
                  7.1.19       Year 2000.........................................................................60
         7.2      Each Additional Loan or Letter of Credit.......................................................60


8.       COVENANTS...............................................................................................61
         8.1      Affirmative Covenants..........................................................................61



                                    -iii-


                                TABLE OF CONTENTS



SECTION                                                                                                        PAGE
- -------                                                                                                        ----
                                                                                                            
                  8.1.1        Preservation of Existence, Etc....................................................61
                  8.1.2        Payment of Liabilities, Including Taxes, Etc......................................61
                  8.1.3        Maintenance of Insurance..........................................................61
                  8.1.4        Maintenance of Properties and Leases..............................................62
                  8.1.5        Maintenance of Patents, Trademarks, Etc...........................................62
                  8.1.6        Visitation Rights.................................................................62
                  8.1.7        Keeping of Records and Books of Account...........................................62
                  8.1.8        Plans and Benefit Arrangements....................................................63
                  8.1.9        Compliance with Laws..............................................................63
                  8.1.10       Use of Proceeds...................................................................63
                  8.1.11       Further Assurances................................................................63
                  8.1.12       Subordination of Intercompany Loans; Management Fees..............................63
                  8.1.13       Interest Rate Protection..........................................................64
                  8.1.14       Key Man Life Insurance............................................................64
                  8.1.15       Environmental Assessments.........................................................64
         8.2      Negative Covenants.............................................................................65
                  8.2.1        Indebtedness......................................................................65
                  8.2.2        Liens.............................................................................66
                  8.2.3        Guaranties........................................................................66
                  8.2.4        Loans and Investments.............................................................66
                  8.2.5        Dividends and Related Distributions...............................................67
                  8.2.6        Liquidations, Mergers, Consolidations, Acquisitions...............................68
                  8.2.7        Dispositions of Assets or Subsidiaries............................................70
                  8.2.8        Affiliate Transactions............................................................71
                  8.2.9        Subsidiaries, Partnerships and Joint Ventures.....................................71
                  8.2.10       Continuation of or Change in Business.............................................72
                  8.2.11       Plans and Benefit Arrangements....................................................72
                  8.2.12       Fiscal Year.......................................................................73
                  8.2.13       Issuance of Stock.................................................................73
                  8.2.14       Changes in Organizational Documents and Acquisition Agreements....................73
                  8.2.15       Capital Expenditures and Leases...................................................73
                  8.2.16       Minimum Fixed Charge Coverage Ratio...............................................74
                  8.2.17       Maximum Leverage Ratio............................................................74
                  8.2.18       Minimum Interest Coverage Ratio...................................................75
                  8.2.19       Calculation of Financial Statement Covenants......................................75
         8.3      Reporting Requirements.........................................................................76


9.       DEFAULT.................................................................................................76
         9.1      Events of Default..............................................................................76



                                     -iv-


                                TABLE OF CONTENTS



SECTION                                                                                                        PAGE
- -------                                                                                                        ----
                                                                                                            
                  9.1.1        Payments Under Loan Documents.....................................................76
                  9.1.2        Breach of Warranty................................................................76
                  9.1.3        Breach of Negative Covenants or Visitation Rights.................................77
                  9.1.4        Breach of Other Covenants.........................................................77
                  9.1.5        Defaults in Other Agreements or Indebtedness......................................77
                  9.1.6        Final Judgments or Orders.........................................................77
                  9.1.7        Loan Document Unenforceable.......................................................77
                  9.1.8        Uninsured Losses; Proceedings Against Assets......................................78
                  9.1.9        Notice of Lien or Assessment......................................................78
                  9.1.10       Insolvency........................................................................78
                  9.1.11       Events Relating to Plans and Benefit Arrangements.................................78
                  9.1.12       Cessation of Business.............................................................79
                  9.1.13       Change of Control.................................................................79
                  9.1.14       Involuntary Proceedings...........................................................79
                  9.1.15       Voluntary Proceedings.............................................................79
         9.2      Consequences of Event of Default...............................................................80
                  9.2.1        Events of Default Other Than Bankruptcy, Insolvency or Reorganization
                               Proceedings.......................................................................80
                  9.2.2        Bankruptcy, Insolvency or Reorganization Proceedings..............................80
                  9.2.3        Set-off...........................................................................80
                  9.2.4        Suits, Actions, Proceedings.......................................................81
                  9.2.5        Application of Proceeds...........................................................81
                  9.2.6        Other Rights and Remedies.........................................................82
         9.3      Notice of Sale.................................................................................82


10.      THE AGENT...............................................................................................82


11.      MISCELLANEOUS...........................................................................................82
         11.1     Modifications, Amendments or Waivers...........................................................82
                  11.1.1       Increase of Commitment; Extension or Expiration Date..............................82
                  11.1.2       Extension of Payment; Reduction of Principal Interest or Fees;
                               Modification of Terms of Payment..................................................83
                  11.1.3       Release of Collateral or Guarantor................................................83
                  11.1.4       Miscellaneous.....................................................................83
         11.2     No Implied Waivers; Cumulative Remedies; Writing Required......................................83
         11.3     Reimbursement and Indemnification of Banks by the Borrower; Taxes..............................84
         11.4     Holidays.......................................................................................85
         11.5     Funding by Branch, Subsidiary or Affiliate.....................................................85
                  11.5.1       Notional Funding..................................................................85



                                      -v-


                                TABLE OF CONTENTS



SECTION                                                                                                        PAGE
- -------                                                                                                        ----
                                                                                                            
                  11.5.2       Actual Funding....................................................................85
         11.6     Notices........................................................................................86
         11.7     Severability...................................................................................86
         11.8     Governing Law..................................................................................87
         11.9     Prior Understanding............................................................................87
         11.10    Duration; Survival.............................................................................87
         11.11    Successors and Assigns.........................................................................88
         11.12    Confidentiality................................................................................89
                  11.12.1      General...........................................................................89
                  11.12.2      Sharing Information With Affiliates of the Banks..................................89
         11.13    Counterparts...................................................................................90
         11.14    Agent's or Bank's Consent......................................................................90
         11.15    Exceptions.....................................................................................90
         11.16    CONSENT TO FORUM; WAIVER OF JURY TRIAL.........................................................90
         11.17    Tax Withholding Clause.........................................................................91
         11.18    Joinder of Guarantors..........................................................................91



                                     -vi-



                         LIST OF SCHEDULES AND EXHIBITS

                              
SCHEDULES
SCHEDULE 1.1(A)              -      PRICING GRID
SCHEDULE 1.1(B)              -      COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES
SCHEDULE 6.1.1               -      QUALIFICATIONS TO DO BUSINESS
SCHEDULE 6.1.2               -      CAPITALIZATION
SCHEDULE 6.1.3               -      SUBSIDIARIES
SCHEDULE 6.1.8               -      OWNED AND LEASED REAL PROPERTY
SCHEDULE 6.1.13              -      CONSENTS AND APPROVALS
SCHEDULE 6.1.15              -      PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC.
SCHEDULE 6.1.18              -      PARTNERSHIP AGREEMENTS; LLC AGREEMENTS
SCHEDULE 6.1.19              -      INSURANCE POLICIES
SCHEDULE 6.1.21              -      MATERIAL CONTRACTS
SCHEDULE 6.1.23              -      EMPLOYEE BENEFIT PLAN DISCLOSURES
SCHEDULE 6.1.25              -      ENVIRONMENTAL DISCLOSURES
SCHEDULE 8.2.1               -      PERMITTED INDEBTEDNESS
SCHEDULE 8.2.2               -      PERMITTED LIENS
SCHEDULE 8.2.4               -      PERMITTED INVESTMENTS
SCHEDULE 8.2.6               -      CERTAIN TARGET ACQUISITIONS
SCHEDULE 8.2.8               -      AFFILIATE TRANSACTIONS

EXHIBITS
EXHIBIT 1.1(A)               -      ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(C)               -      COLLATERAL ASSIGNMENT
EXHIBIT 1.1(G)(1)            -      GUARANTOR JOINDER
EXHIBIT 1.1(G)(2)            -      GUARANTY AGREEMENT
EXHIBIT 1.1(I)(1)            -      INDEMNITY
EXHIBIT 1.1(I)(2)            -      INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(M)(1)            -      MORTGAGE
EXHIBIT 1.1(M)(2)                   MANAGEMENT FEE SUBORDINATION AGREEMENT
EXHIBIT 1.1(P)(1)            -      PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT
EXHIBIT 1.1(P)(2)            -      PLEDGE AGREEMENT
EXHIBIT 1.1(R)               -      REVOLVING CREDIT NOTE
EXHIBIT 1.1(S)               -      SECURITY AGREEMENT
EXHIBIT 1.1(T)(1)            -      TERM NOTE A
EXHIBIT 1.1(T)(2)            -      TERM NOTE B
EXHIBIT 2.4                  -      LOAN REQUEST
EXHIBIT 2.8                  -      LETTERS OF CREDIT
EXHIBIT 3.4                  -      TERM LOAN A REQUEST
EXHIBIT 7.1.4                -      OPINION OF COUNSEL
EXHIBIT 7.1.15               -      LANDLORD'S WAIVER
EXHIBIT 8.1.14               -      LIFE INSURANCE ASSIGNMENT
EXHIBIT 8.2.6                -      ACQUISITION COMPLIANCE CERTIFICATE
EXHIBIT 8.3                  -      REPORTING REQUIREMENTS
EXHIBIT 8.3.4                -      QUARTERLY COMPLIANCE CERTIFICATE
EXHIBIT 10                   -      AGENT PROVISIONS




                                    -vii-



                      AMENDED AND RESTATED CREDIT AGREEMENT

        THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of June 16, 2000
and is made by and among LINC.NET, INC., a Delaware corporation (the
"BORROWER"), each of the GUARANTORS (as hereinafter defined), the BANKS (as
hereinafter defined), GENERAL ELECTRIC CAPITAL CORPORATION, in its capacity as
Syndication Agent (the "SYNDICATION AGENT") and PNC BANK, NATIONAL ASSOCIATION,
in its capacity as agent for the Banks under this Agreement (hereinafter
referred to in such capacity as the "AGENT").

                                   WITNESSETH:

        WHEREAS, the Borrower, the Guarantors, the Banks, the Documentation
Agent set forth therein, the Syndication Agent and the Agent are parties to that
certain Credit Agreement dated as of October 19, 1999, as amended by First
Amendment to Credit Agreement dated as of December 21, 1999, Second Amendment to
Credit Agreement dated as of January 7, 2000, Third Amendment to Credit
Agreement dated as of March 13, 2000, Fourth Amendment to Credit Agreement dated
as of April 11, 2000 and Fifth Amendment to Credit Agreement dated as of May 2,
2000 (as amended, the "ORIGINAL CREDIT AGREEMENT") pursuant to which the Banks
provided to the Borrower a revolving credit facility in an aggregate principal
amount not to exceed $20,000,000, a term loan A facility in an aggregate amount
not to exceed $64,700,000 and a term loan B facility in an aggregate principal
amount of $56,300,000; and

        WHEREAS, the parties hereto wish to amend and restate the Original
Credit Agreement upon the terms and conditions hereinafter set forth to, among
other things, increase the revolving credit facility to $30,000,000 and to
increase both the term loan A and term loan B facilities to $100,000,000 each;
and

        WHEREAS, the revolving credit and term loan facilities shall be used to
provide a portion of the proceeds required for the acquisition by the Borrower
of the Founding Companies and other Permitted Acquisitions (as such terms are
herein defined), to pay related fees and expenses and to fund working capital
and general corporate needs; and

        WHEREAS, the Banks are willing to provide such credit upon the terms and
conditions hereinafter set forth;

        NOW, THEREFORE, the parties hereto, in consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally bound
hereby, covenant and agree to amend and restate the Original Credit Agreement as
follows:





                             1. CERTAIN DEFINITIONS

        1.1     CERTAIN DEFINITIONS.

        In addition to words and terms defined elsewhere in this Agreement, the
following words and terms shall have the following meanings, respectively,
unless the context hereof clearly requires otherwise:

        ACCOUNT shall mean any account, contract right, general intangible,
chattel paper, instrument or document representing any right to payment for
goods sold or services rendered, whether or not earned by performance and
whether or not evidenced by a contract, instrument or document, which is now
owned or hereafter acquired by the Borrower or a direct or indirect wholly-owned
Subsidiary of the Borrower which is a Guarantor. All Accounts, whether Qualified
Accounts or not, shall be subject to the Banks' Prior Security Interest.

        ACCOUNT DEBTOR shall mean any Person who is or who may become obligated
to any Loan Party under, with respect to, or on account of, an Account.

        ACQUISITION AGREEMENTS shall mean collectively the C&B Stock Purchase
Agreement, the CLS Stock Purchase Agreement, the GMC Company Stock Purchase
Agreement, the Muller Stock Purchase Agreement, the North Shore Stock Purchase
Agreement, the Telpro Stock Purchase Agreement, the UCI Stock Purchase Agreement
and the Communicor Asset Purchase Agreements, as the same may be amended or
modified from time to time in accordance with the terms of this Agreement.

        AFFILIATE as to any Person shall mean any other Person (i) which
directly or indirectly controls, is controlled by, or is under common control
with such Person, (ii) which beneficially owns or holds 5% or more of any class
of the voting or other equity interests of such Person, or (iii) 5% or more of
any class of voting interests or other equity interests of which is beneficially
owned or held, directly or indirectly, by such Person. Control, as used in this
definition, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ownership of voting securities, by contract or otherwise, including
the power to elect a majority of the directors or trustees of a corporation or
trust, as the case may be.

        AGENT shall mean PNC Bank, National Association, and its successors and
assigns.

        AGREEMENT shall mean this Credit Agreement, as the same may be
supplemented or amended from time to time, including all schedules and exhibits.

        APPLICABLE MARGIN shall mean, as applicable:


                                      -2-



        (A)     for the Revolving Credit Base Rate Option, the percentage spread
to be added to the Base Rate under the Revolving Credit Base Rate Option at the
indicated level of the Leverage Ratio in the Pricing Grid next to the heading
"Revolving Credit Base Rate Margin";

        (B)     for the Term Loan A Base Rate Option, the percentage spread to
be added to the Base Rate under the Term Loan A Base Rate Option at the
indicated level of the Leverage Ratio in the Pricing Grid next to the heading
"Term Loan A Base Rate Margin";

        (C)     the percentage spread to be added to the Euro-Rate under the
Revolving Credit Euro-Rate Option at the indicated level of the Leverage Ratio
in the Pricing Grid next to the heading "Revolving Credit Euro-Rate Margin,"

        (D)     the percentage spread to be added to the Euro-Rate under the
Term Loan A Euro-Rate Option at the indicated level of the Leverage Ratio in the
Pricing Grid next to the heading "Term Loan A Euro-Rate Margin."

        Notwithstanding the foregoing, until the sixth month anniversary of the
Closing Date (the foregoing date shall be referred to herein as the "INITIAL
ADJUSTMENT DATE"), the Revolving Credit Euro-Rate Margin shall be 350 basis
points, the Revolving Credit Base Margin shall be 200 basis points, the Term
Loan A Euro-Rate Margin shall be 350 basis points and the Term Loan A Base Rate
Margin shall be 200 basis points. Any change in the Applicable Margin shall be
based upon the financial statements and compliance certificates provided
pursuant to Sections 2 and 3 of EXHIBIT 8.3 and shall become effective upon
receipt of such financial statements and compliance certificates for the fiscal
quarter upon which the ratio is calculated.

        ASSIGNMENT AND ASSUMPTION AGREEMENT shall mean an Assignment and
Assumption Agreement by and among a Purchasing Bank, a Transferor Bank and the
Agent, as Agent and on behalf of the remaining Banks, substantially in the form
of EXHIBIT 1.1(A).

        BANKS shall mean the financial institutions named on SCHEDULE 1.1(B) and
their respective successors and assigns as permitted hereunder, each of which is
referred to herein as a Bank.

        BASE RATE shall mean the greater of (i) the interest rate per annum
announced from time to time by the Agent at its Principal Office as its then
prime rate, which rate may not be the lowest rate then being charged commercial
borrowers by the Agent, or (ii) the Federal Funds Effective Rate plus one half
percent (1/2% ) per annum.

        BASE RATE OPTION shall mean either the Revolving Credit Base Rate
Option, the Term Loan A Base Rate Option or the Term Loan B Base Rate Option.

        BENEFIT ARRANGEMENT shall mean at any time an "employee benefit plan,"
within the meaning of Section 3(3) of ERISA, which is neither a Plan nor a
Multiemployer Plan


                                      -3-



and which is maintained, sponsored or otherwise contributed to by any member of
the ERISA Group.

        BORROWER shall mean Linc.net, Inc., a corporation organized and existing
under the laws of the State of Delaware.

        BORROWING BASE shall mean at any time the sum of (i) 85% of Qualified
Accounts, plus (ii) 50% of Qualified Inventory.

        BORROWING BASE CERTIFICATE shall mean each Borrowing Base Certificate to
be delivered by the Borrower to the Agent pursuant to Section 2.1 and Paragraph
1 of Exhibit 2.8, in substantially the form attached hereto as EXHIBIT 1.1(B),
with the blanks appropriately completed, as amended, supplemented or otherwise
modified from time to time.

        BORROWING DATE shall mean, with respect to any Loan, the date for the
making thereof or the renewal or conversion thereof at or to the same or a
different Interest Rate Option, which shall be a Business Day.

        BORROWING TRANCHE shall mean specified portions of Loans outstanding as
follows: (i) any Loans to which a Euro-Rate Option applies which become subject
to the same Interest Rate Option under the same Loan Request by the Borrower and
which have the same Euro-Rate Interest Period shall constitute one Borrowing
Tranche, and (ii) all Loans to which a Base Rate Option applies shall constitute
one Borrowing Tranche.

        BUSINESS DAY shall mean any day other than a Saturday or Sunday or a
legal holiday on which commercial banks are authorized or required to be closed
for business in Pittsburgh, Pennsylvania, Chicago, Illinois and Miami, Florida.

        C&B shall mean C&B Associates, Inc., a Texas corporation, and its
Affiliates acquired pursuant to the C&B Stock Purchase Agreement.

        C&B STOCK PURCHASE AGREEMENT shall mean the Stock Purchase Agreement
dated as of December 21, 1999 by and among C&B, the shareholders of C&B and the
Borrower and any related documents, all the foregoing on terms and conditions
satisfactory to the Agent in its reasonable discretion, as the same may be
amended or modified from time to time in accordance with the terms of this
Agreement.

        CASH EQUIVALENTS shall mean (i) any security, maturing not more than six
months after the date of acquisition, issued by the United Stated of America, or
an instrumentality or agency thereof and guaranteed fully as to principal,
premium, if any, and interest by the United States of America, (ii) any
certificate of deposit, time deposit, money market account or bankers'
acceptance, maturing not more than six months after the date of acquisition,
issued by any commercial banking institution that is a member of the Federal
Reserve System and that has combined capital and surplus and undivided profits
of not less than


                                      -4-



$500,000,000, whose debt has a rating of "P-1" (or higher) according to Moody's
Investors Service, Inc., or "A-1" (or higher) according to Standard & Poor's,
(iii) commercial paper, maturing not more than three months after the date of
acquisition, issued by any corporation (other than an Affiliate or Subsidiary of
the Borrower) organized and existing under the laws of the United States of
America with a rating of "P-1" (or higher) according to Moody's Investors
Service, Inc. or "A-a" or higher according to Standard & Poor's, (iv) mutual
fund accounts containing principally the investments described in items (i)
through (iii) above, and (v) money market accounts having a fixed price per
share.

        CASUALTY EVENT shall mean, with respect to any property or assets
(including Property) of any Person, any loss of or damage to or destruction of,
or any condemnation or other taking (including by any Official Body) of, such
property or assets (including Property) for which such Person or any of its
Subsidiaries receives insurance proceeds or proceeds of a condemnation award or
other similar compensation; PROVIDED, however, that no such event shall
constitute a Casualty Event if such proceeds or other compensation in respect
thereof is less than $500,000 . Casualty Event shall include but not be limited
to any taking of any Property of any Person or any part thereof, in or by
condemnation or other eminent domain proceedings pursuant to any law, general or
special, or by reason of the temporary requisition of the use or occupancy of
any Property of any Person or any part thereof, by any Official Body, civil or
military.

        CCC shall mean Communications Construction Corporation, a Delaware
corporation.

        CEC shall mean Communicor Equipment Company, a Delaware corporation.

        CHANGE OF CONTROL shall mean any one or more of the following events
shall occur: (i) Bank One Corporation and the wholly owned Subsidiaries of Bank
One Corporation, Cross Creek Partners IX, LLC and its affiliated investment
partnerships (whether now or hereafter formed), Carlisle Enterprises, LLC and
Carlisle Linc.net Investments, L.P. cease to own in the aggregate at least 50.1
percent of the ownership interests of Linc.net, LLC, a Delaware limited
liability company ("BOEC LLC") with full right to direct voting with respect to
their member interests, (ii) The SKM Equity Fund II, L.P. and SKM Investment
Fund II and their other affiliated investment partnerships (whether now or
hereafter formed), Carlisle Enterprises, LLC and Carlisle Linc.net Investments,
L.P. cease to own in the aggregate at least 50.1 percent of the ownership
interests of SKM Linc.net, LLC, a Delaware limited liability company ("SKM LLC"
and, together with BOEC LLC, the "PARENT LLCS") with full right to direct voting
with respect to their member interests, (iii) the Parent LLCs cease in the
aggregate to own at least 50.1 percent of the outstanding capital stock of the
Borrower with full right to vote the shares, (iv) the Borrower or any wholly
owned Subsidiary of the Borrower ceases to own all the outstanding capital stock
of each of Linc.net Acquisition, Linc.net Acquisition II, CLS, C & B, CCC, CEC,
GMC Company, Muller, UCI, CTI, and North Shore, as the case may


                                      -5-



be, with full right to vote the shares, (v) the Borrower or any wholly owned
Subsidiary of the Borrower and Ismael Perera fail to own in the aggregate at
least 50.1 percent of the outstanding voting stock of Telpro, with full right to
vote the shares, and on and after September 8, 2000, the Borrower or any wholly
owned Subsidiary of the Borrower fails to own all the outstanding capital stock
of Telpro, with full right to vote the shares, and (vi) there shall occur either
a "CHANGE OF OWNERSHIP" or a "FUNDAMENTAL CHANGE", as such terms are defined in
the Borrower's Amended Certificate of Designations for Series A Redeemable
Preferred Stock and Certificate of Designations for Series B Preferred Stock of
Linc.net, Inc. filed with the Delaware Secretary of State. The failure to meet
the conditions set forth in items (iv) and (v) shall not constitute a Change of
Control if it results from mergers, consolidations and liquidations permitted
under Section 8.2.6.

        CLOSING DATE shall mean June 16, 2000, the Business Day on which all the
conditions specified in Section 7 have been satisfied or waived with respect to
the initial closing hereunder.

        CLS shall mean Capital Land Services, Inc., an Oklahoma corporation.

        CLS STOCK PURCHASE AGREEMENT shall mean that certain Stock Purchase
Agreement dated October 19, 1999 among CLS, Patrick L. Adams, the shareholder of
CLS and Linc.net Acquisition Corp., Patrick L. Adams 1997 Revocable Trust, and
any related documents, as the same may be amended or modified from time to time
in accordance with the terms of this Agreement.

        COLLATERAL shall mean the Pledged Collateral, the UCC Collateral, the
Intellectual Property Collateral and the Real Property.

        COLLATERAL ASSIGNMENT shall mean the Collateral Assignment of Contract
Rights in the form of EXHIBIT 1.1(C).

        COMMERCIAL LETTER OF CREDIT shall mean any Letter of Credit which is a
commercial letter of credit issued in respect of the purchase of goods or
services by one or more of the Loan Parties in the ordinary course of their
business.

        COMMITMENT shall mean as to any Bank the aggregate of its Revolving
Credit Commitment, Term Loan A Commitment and Term Loan B Commitment, and
COMMITMENTS shall mean the aggregate of the Revolving Credit Commitments, Term
Loan A Commitments and Term Loan B Commitments of all of the Banks.

        COMMUNICOR shall mean Communicor Corporation - USA, an Arizona
corporation.

        COMMUNICOR ASSET PURCHASE AGREEMENTS shall mean collectively (i) the
Asset Purchase Agreement dated as of May 10, 2000 by and among Communicor, as
Seller, CTI,


                                      -6-



as buyer, the direct and indirect shareholders of Communicor, and certain other
parties, (ii) the Equipment Purchase Agreement dated as of May 10, 2000 by and
among Transwest, Inc., Transwestsouth, Inc., Stanley D. Lebakken and Charles R.
Lundgren d/b/a Dealer under the name of Transwest, Stanley D. Lebakken, Charles
R. Lundgren, Gardner H. Altman, Jr., and CTI, as buyer, (iii) the Goodwill
Purchase Agreement dated as of May 10, 2000 by and among Gardner H. Altman, Jr.,
Stanley D. Lebakken, Charles R. Lundgren and CTI, as buyer, (iv) the Merger
Agreement dated as of May 10, 2000 by and among Char Stan, Inc., the sellers
named therein, Borrower and Linc.net Acquisition Corp. IV and (v) the Merger
Agreement dated as of May 10, 2000 by and among CCC, the sellers named therein,
Borrower and Linc.net Acquisition Corp. III, and any related documents, all the
foregoing on terms and conditions satisfactory to the Agent in its reasonable
discretion, as the same may be amended or modified from time to time in
accordance with the terms of this Agreement.

        CONSIDERATION shall mean with respect to any Permitted Acquisition, the
aggregate, without duplication, of (i) the cash, Cash Equivalents and similar
consideration paid by any of the Loan Parties, directly or indirectly, to the
seller in connection therewith, (ii) the Indebtedness incurred or assumed by any
of the Loan Parties, whether in favor of the seller or otherwise and whether
fixed or contingent, and (iii) any Guaranty of Indebtedness of a Person other
than another Loan Party given or incurred by any Loan Party in connection
therewith. To the extent that the consideration described in clause (i) above is
provided from cash proceeds from an equity investment by the equityholders of
the Parent LLCs or the shareholders of the Borrower, it shall be excluded from
Consideration.

        CONSOLIDATED EBITDA for any period of determination shall mean (i) the
sum of net income, depreciation, amortization, other non-cash charges to net
income, interest expense, income tax expense and management fees, plus or minus
(ii) extraordinary (as defined under GAAP) non-cash debits and credits to net
income, extraordinary and nonrecurring charges (as both are defined under GAAP)
and noncapitalized transaction costs in connection with the acquisition of the
Founding Companies and Permitted Acquisitions, and other nonrecurring charges
agreed to by the Agent in its reasonable discretion, minus (iii) cash payments
made in such period applied to reserves established in prior periods for
extraordinary items, in each case of the Borrower and its Subsidiaries for such
period determined and consolidated in accordance with GAAP.

        CONSOLIDATED TOTAL INDEBTEDNESS shall mean the sum of (i) principal
balance of the Loans and the Letters of Credit Outstanding, (ii) all other
Indebtedness of the Borrower and its Subsidiaries for borrowed money, including
without limitation capitalized leases, and (iii) Indebtedness permitted under
Section 8.2.1(vi) and (vii) to the extent it becomes a liability on the balance
sheet of the Borrower or any of its Subsidiaries, each of the foregoing as
determined and consolidated in accordance with GAAP, plus the amount of the Loan
Parties' guaranty of any Indebtedness for borrowed money, including without
limitation capitalized leases, if the primary obligor of the Indebtedness
guaranteed is a Person other than a Loan Party.


                                      -7-



        CONTAMINATION shall mean the presence of Regulated Substances in, on,
under or emanating to or from the Property, which pursuant to Environmental Laws
requires notification or reporting to an Official Body, or which pursuant to
Environmental Laws requires the investigation, cleanup, removal or remediation
of such Regulated Substances or which otherwise constitutes a violation of
Environmental Laws.

        CTI shall mean Communicor Telecommunications, Inc., a Delaware
corporation and wholly owned Subsidiary of the Borrower.

        DOLLAR, DOLLARS, U.S. DOLLARS and the symbol $ shall mean lawful money
of the United States of America.

        EBITDA for any period of determination shall mean (i) the sum of net
income, depreciation, amortization, other non-cash charges to net income,
interest expense, income tax expense and management fees, plus or minus (ii)
extraordinary (as defined under GAAP) non-cash debits and credits to net income,
extraordinary and nonrecurring charges (as both are defined under GAAP), minus
(iii) cash payments made in such period applied to reserves established in prior
periods for extraordinary items, in each case determined in accordance with
GAAP.

        ENVIRONMENTAL COMPLAINT shall mean any written complaint setting forth a
cause of action for personal injury or property damage, natural resource damage,
contribution or indemnity for response costs, civil penalties, criminal
penalties or declaratory or equitable relief arising under any Environmental Law
or order, notice of violation, citation, subpoena or request for information
indicating potential liability for the costs of a remediation, removal or other
response action issued by an Official Body pursuant to any Environmental Law.

        ENVIRONMENTAL LAWS shall mean all federal, state, local and foreign Laws
pertaining or relating to (i) pollution or pollution control; (ii) protection of
human health or environment; (iii) employee safety in the workplace; (iv) the
management, generation, processing, treatment, recycling, transport or disposal
of Regulated Substances; (v) the presence of Contamination; (vi) the protection
of endangered or threatened species; and (vii) the protection of Environmentally
Sensitive Areas.

        ENVIRONMENTALLY SENSITIVE AREA shall mean (i) any wetland as defined by
applicable Environmental Laws; (ii) any area designated as a coastal zone
pursuant to applicable Laws, including Environmental Laws; (iii) any area of
historic or archeological significance as defined by applicable Laws, including
Environmental Laws; (iv) habitats of endangered species or threatened species as
designated by applicable Laws, including Environmental Laws; or (v) a floodplain
or other flood hazard area as defined pursuant to any applicable Laws.

        ERISA shall mean the Employee Retirement Income Security Act of 1974, as
the same may be amended or supplemented from time to time, and any successor
statute of similar import, and the rules and regulations thereunder, as from
time to time in effect.


                                      -8-



        ERISA GROUP shall mean, at any time, the Borrower and all members of a
controlled group of corporations and all trades or businesses (whether or not
incorporated) under common control and all other entities which, together with
the Borrower, are treated as a single employer under Section 414 of the Internal
Revenue Code.

        EURO-RATE shall mean, with respect to the Loans comprising any Borrowing
Tranche to which the Euro-Rate Option applies for any Euro-Rate Interest Period,
the interest rate per annum determined by the Agent by dividing (the resulting
quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum)
(i) the rate of interest determined by the Agent in accordance with its usual
procedures (which determination shall be conclusive absent manifest error) to be
the average of the London interbank offered rates for U.S. Dollars quoted by the
British Bankers' Association ("BBA") as set forth on Dow Jones Markets Service
(formerly known as Telerate) (or appropriate successor or, if the British
Bankers' Association or its successor ceases to provide such quotes, a
comparable replacement determined by the Agent) display page 3750 (or such other
display page on the Dow Jones Markets Service system as may replace display page
3750) two (2) Business Days prior to the first day of such Euro-Rate Interest
Period for an amount comparable to such Borrowing Tranche and having a borrowing
date and a maturity comparable to such Euro-Rate Interest Period by (ii) a
number equal to 1.00 minus the Euro-Rate Reserve Percentage, to the extent that
the Banks are subject to such reserve. The Euro-Rate may also be expressed by
the following formula:

        Average of London interbank offered rates quoted by BBA as shown on
Euro-Rate = Dow Jones Markets Service display page 3750 or appropriate successor
            --------------------------------------------------------------------
                              1.00 - Euro Rate Reserve Percentage

The Euro-Rate shall be adjusted with respect to any Euro-Rate Option
outstanding on the effective date of any change in the Euro-Rate Reserve
Percentage as of such effective date. The Agent shall give prompt notice to
the Borrower of the Euro-Rate as determined or adjusted in accordance
herewith, which determination shall be conclusive absent manifest error.

        EURO-RATE INTEREST PERIOD shall mean the period of one (1), two (2),
three (3) or six (6) months selected by the Borrower commencing on the date of
disbursement of a Loan to which the Euro-Rate Option applies and each successive
period selected by the Borrower thereafter; provided, that if a Euro-Rate
Interest Period would end on a day which is not a Business Day, it shall end on
the next succeeding Business Day, unless such day falls in the succeeding
calendar month in which case the Euro-Rate Interest Period shall end on the next
preceding Business Day. In no event shall any Euro-Rate Interest Period end on a
day after the Expiration Date.

        EURO-RATE OPTION shall mean either the Revolving Credit Euro-Rate
Option, the Term Loan A Euro-Rate Option and the Term Loan B Euro-Rate Option.


                                      -9-



        EURO-RATE RESERVE PERCENTAGE shall mean the maximum effective percentage
in effect on such day as prescribed by the Board of Governors of the Federal
Reserve System (or any successor) for determining the reserve requirements
(including supplemental, marginal and emergency reserve requirements) with
respect to eurocurrency funding (currently referred to as "EUROCURRENCY
LIABILITIES"). The Euro-Rate shall be adjusted with respect to any Borrowing
Tranches to which the Euro-Rate Option applies that are outstanding on the
effective date of any change in the Euro-Rate Reserve Percentage as of such
effective date. The Agent shall give prompt notice to the Borrower of any such
adjustment, which determination shall be conclusive absent manifest error.

        EVENT OF DEFAULT shall mean any of the events described in Section 9.1
and referred to therein as an "EVENT OF DEFAULT."

        EXCESS CASH FLOW shall be computed as of the close of each fiscal year
commencing with the fiscal year ended December 31, 2000, by taking the
difference between Consolidated EBITDA for such fiscal year and the sum of (i)
Fixed Charges, (ii) payments made in accordance with the provisions of Section
8.2.5(iii) [Dividends and Related Distributions] for such fiscal year, (iii)
that portion of Consideration not financed with proceeds of the Revolving Credit
Loans, (iv) extraordinary or nonrecurring cash losses or cash expenses, (v)
voluntary prepayments on Indebtedness other than the Loans not in excess of
$250,000 in any fiscal year and (vi) earn-out payments made in cash in
connection with the acquisition of the Founding Companies or in connection with
Permitted Acquisitions, and adding to such difference decreases in Working
Capital in such fiscal year and subtracting from such difference increases in
Working Capital in such fiscal year. All determinations of Excess Cash Flow
shall be based on the immediately preceding fiscal year and shall be made
following the delivery by the Borrower to the Agent of the Borrower's audited
financial statements for such preceding year; with respect to any Permitted
Acquisition, Working Capital of the entity acquired as of the beginning of the
fiscal year in which such Permitted Acquisition occurs shall be as set forth on
the closing balance sheet.

        EXPIRATION DATE shall mean, with respect to the Revolving Credit
Commitments, June 16, 2005.

        FEDERAL FUNDS EFFECTIVE RATE for any day shall mean the rate per annum
(based on a year of 360 days and actual days elapsed and rounded upward to the
nearest 1/100th of 1%) announced by the Federal Reserve Bank of New York (or any
successor) on such day as being the weighted average of the rates on overnight
federal funds transactions arranged by federal funds brokers on the previous
trading day, as computed and announced by such Federal Reserve Bank (or any
successor) in substantially the same manner as such Federal Reserve Bank
computes and announces the weighted average it refers to as the "FEDERAL FUNDS
EFFECTIVE RATE" as of the date of this Agreement; PROVIDED, if such Federal
Reserve Bank (or its successor) does not announce such rate on any day, the
"Federal Funds Effective Rate" for such day shall be the Federal Funds Effective
Rate for the last day on which such rate was announced.


                                      -10-



        FIXED CHARGE COVERAGE RATIO shall mean the ratio of Consolidated EBITDA
to Fixed Charges.

        FIXED CHARGES shall mean for any period of determination the sum of
interest expense paid in cash, income taxes, scheduled principal installments on
Indebtedness (as adjusted for prepayments), capital expenditures (excluding
capital expenditures purchased from the proceeds of a Casualty, proceeds of a
disposition of assets pursuant to 8.2.7(v), consideration paid by the Borrower
and its Subsidiaries in connection with the acquisition of the Founding
Companies and Consideration), scheduled payments under capitalized leases, and
management fees, in each case of the Borrower and its Subsidiaries for such
period determined and consolidated in accordance with GAAP.

        FOUNDING COMPANIES shall mean collectively C&B, CLS, GMC Company,
Muller, North Shore, Telpro, UCI, CTI, CCC and CEC.

        GAAP shall mean generally accepted accounting principles as are in
effect from time to time, subject to the provisions of Section 1.3, and applied
on a consistent basis both as to classification of items and amounts.

        GMC COMPANY shall mean George M. Construction, Inc., a Texas
corporation.

        GMC COMPANY STOCK PURCHASE AGREEMENT shall mean the Stock Purchase
Agreement dated as of May 2, 2000 by and among GMC Company, the shareholders of
GMC Company and the Borrower and any related documents, all the foregoing on
terms and conditions satisfactory to the Agent in its reasonable discretion, as
the same may be amended or modified from time to time in accordance with the
terms of this Agreement.

        GUARANTOR shall mean each of the Persons which is a party to the
Guaranty Agreement, including without limitation, each Person which joins the
Guaranty Agreement after the date hereof pursuant to Section 11.18.

        GUARANTOR JOINDER shall mean a joinder by a Person as a Guarantor under
this Agreement, the Guaranty Agreement and the other Loan Documents in the form
of EXHIBIT 1.1(G)(1).

        GUARANTY of any Person shall mean any obligation of such Person
guaranteeing or in effect guaranteeing any liability or obligation of any other
Person in any manner, whether directly or indirectly, including any agreement to
indemnify or hold harmless any other Person, any performance bond or other
suretyship arrangement and any other form of assurance against loss, except
endorsement of negotiable or other instruments for deposit or collection in the
ordinary course of business.


                                      -11-



        GUARANTY AGREEMENT shall mean the Guaranty and Suretyship Agreement in
substantially the form of EXHIBIT 1.1(G)(2) executed and delivered by each of
the Guarantors to the Agent for the benefit of the Banks.

        INDEBTEDNESS shall mean, as to any Person at any time, any and all
indebtedness, obligations or liabilities (whether matured or unmatured,
liquidated or unliquidated, direct or indirect, absolute or contingent, or joint
or several) of such Person for or in respect of: (i) borrowed money, (ii)
amounts raised under or liabilities in respect of any note purchase or
acceptance credit facility, (iii) reimbursement obligations (contingent or
otherwise) under any letter of credit, currency swap agreement, interest rate
swap, cap, collar or floor agreement or other interest rate management device,
(iv) any other transaction (including forward sale or purchase agreements,
capitalized leases and conditional sales agreements) having the commercial
effect of a borrowing of money entered into by such Person to finance its
operations or capital requirements (but not including trade payables and accrued
expenses incurred in the ordinary course of business which are not represented
by a promissory note or other evidence of indebtedness and which are not more
than ninety (90) days past due), or (v) any Guaranty of Indebtedness for
borrowed money.

        INDEMNITY shall mean the Indemnity Agreement in the form of EXHIBIT
1.1(I)(1) among the Agent and the Loan Parties relating to possible
environmental liabilities associated with any of the Property.

        INELIGIBLE SECURITY shall mean any security which may not be
underwritten or dealt in by member banks of the Federal Reserve System under
Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as
amended.

        INITIAL ADJUSTMENT DATE shall have the meaning set forth in the
definition of Applicable Margin.

        INITIAL TELPRO CLOSING shall mean the Initial Closing (as defined in the
Telpro Stock Purchase Agreement).

        INSOLVENCY PROCEEDING shall mean, with respect to any Person, (a) a
case, action or proceeding with respect to such Person (i) before any court or
any other Official Body under any bankruptcy, insolvency, reorganization or
other similar Law now or hereafter in effect, or (ii) for the appointment of a
receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator
(or similar official) of any Loan Party or otherwise relating to the
liquidation, dissolution, winding-up or relief of such Person, or (b) any
general assignment for the benefit of creditors, composition, marshaling of
assets for creditors, or other, similar arrangement in respect of such Person's
creditors generally or any substantial portion of its creditors; undertaken
under any Law.

        INTELLECTUAL PROPERTY COLLATERAL shall mean all of the property
described in the Patent, Trademark and Copyright Security Agreement.


                                      -12-



        INTERCOMPANY SUBORDINATION AGREEMENT shall mean a Subordination
Agreement among the Loan Parties in the form attached hereto as EXHIBIT
1.1(I)(2).

        INTEREST RATE OPTION shall mean any Euro-Rate Option or Base Rate
Option.

        INTEREST RATE PROTECTION AGREEMENT shall have the meaning set forth in
Section 8.1.13.

        INTERNAL REVENUE CODE shall mean the Internal Revenue Code of 1986, as
the same may be amended or supplemented from time to time, and any successor
statute of similar import, and the rules and regulations thereunder, as from
time to time in effect.

        INVENTORY shall mean any and all goods, merchandise and other personal
property, including, without limitation, goods in transit, wheresoever located
and whether now owned or hereafter acquired by the Borrower or any direct or
indirect wholly-owned Subsidiary of the Borrower which is a Guarantor which are
or may at any time be held as raw materials, finished goods, work-in-process,
supplies or materials used or consumed in such Loan Party's business or held for
sale or lease, including, without limitation, (a) all such property the sale or
other disposition of which has given rise to Accounts and which has been
returned to or repossessed or stopped in transit by such Loan Party, and (b) all
packing, shipping and advertising materials relating to all or any such
property. Inventory shall also include all Accounts for which the Borrower or
the Guarantor which has sold the goods or rendered the services or both has not
yet submitted an invoice to the Account Debtor. All Inventory, whether Qualified
Inventory or not, shall be subject to the Banks' Prior Security Interest.

        IPO shall mean any sale or issuance of any equity securities by an Loan
Party in a public offering.

        KEY MAN LIFE INSURANCE shall have the meaning set forth in Section
8.1.14.

        LABOR CONTRACTS shall mean all employment agreements, employment
contracts, collective bargaining agreements and other agreements among any Loan
Party or Subsidiary of a Loan Party and its employees.

        LAW shall mean any law (including common law), constitution, statute,
treaty, regulation, rule, ordinance, opinion, release, ruling, order,
injunction, writ, decree, consent decree, bond, judgment, authorization, lien or
award of any Official Body.

        LETTER OF CREDIT shall have the meaning set forth in EXHIBIT 2.8.

        LETTER OF CREDIT BORROWING shall mean an extension of credit resulting
from a drawing under any Letter of Credit which shall not have been reimbursed
on the date


                                      -13-



when made and shall not have been converted into a Revolving Credit Loan under
the terms of EXHIBIT 2.8.

        LETTERS OF CREDIT OUTSTANDING shall mean at any time the sum of (i) the
aggregate undrawn face amount of outstanding Letters of Credit and (ii) the
aggregate amount of all unpaid and outstanding Reimbursement Obligations.

        LEVERAGE RATIO shall mean at any date the ratio of Consolidated Total
Indebtedness minus the amount of cash or Cash Equivalents held by the Borrower
and its Subsidiaries at such date to Consolidated EBITDA for the four (4) fiscal
quarters then most recently ended.

        LIEN shall mean any mortgage, deed of trust, pledge, lien, security
interest, charge or other encumbrance or security arrangement of any nature
whatsoever, whether voluntarily or involuntarily given, including any
conditional sale or title retention arrangement, and any assignment, deposit
arrangement or lease intended as, or having the effect of, security and any
filed financing statement or other notice of any of the foregoing (whether or
not a lien or other encumbrance is created or exists at the time of the filing).

        LINC.NET ACQUISITION shall mean Linc.net Acquisition Corp., a Delaware
corporation (formerly CLS Acquisition Corp.).

        LINC.NET ACQUISITION II shall mean Linc.net Acquisition Corp. II, a
Delaware corporation.

        LOAN DOCUMENTS shall mean this Agreement, the Agent's Letter, the
Collateral Assignment, the Guaranty Agreement, the Indemnity, the Intercompany
Subordination Agreement, the Management Fee Subordination Agreements, the
Mortgage, the Notes, the Patent, Trademark and Copyright Security Agreement, the
Pledge Agreement, the Security Agreement, Interest Rate Protection Agreements in
favor of any Bank or an Affiliate of a Bank, and any other instruments,
certificates or similar documents delivered hereunder or thereunder or in
connection herewith or therewith (exclusive of documents relating to equity
interests of the Loan Parties other than the Pledge Agreement), as the same may
be supplemented or amended from time to time in accordance herewith or
therewith, and LOAN DOCUMENT shall mean any of the Loan Documents.

        LOAN PARTIES shall mean the Borrower and the Guarantors.

        LOANS shall mean collectively and LOAN shall mean separately all
Revolving Credit Loans, the Term Loans A and Term Loans B or any Revolving
Credit Loan, Term Loan A or Term Loan B.

        MANAGEMENT FEES shall have the meaning given to such term in Section
8.1.12.


                                      -14-



        MANAGEMENT FEE SUBORDINATION AGREEMENT shall mean separately and
MANAGEMENT FEE SUBORDINATION AGREEMENTS shall mean collectively, those certain
Management Fee Subordination Agreements substantially in the form of EXHIBIT
1.1(M)(2) hereto entered into among the Borrower, the Agent and First Chicago
Equity Corporation, Carlisle 1999, L.P., and Saunders, Karp & Megrue, L.P.,
respectively.

        MATERIAL ADVERSE CHANGE shall mean any set of circumstances or events
which (a) has or could reasonably be expected to have any material adverse
effect upon the validity or enforceability of this Agreement or any other Loan
Document, (b) is or could reasonably be expected to be material and adverse to
the business, properties, assets, financial condition, or results of operations
of the Loan Parties taken as a whole, (c) impairs materially or could reasonably
be expected to impair materially the ability of the Loan Parties taken as a
whole to duly and punctually pay or perform its Indebtedness, or (d) impairs
materially or could reasonably be expected to impair materially the ability of
the Agent or any of the Banks, to the extent permitted, to enforce their legal
remedies pursuant to this Agreement or any other Loan Document.

        MONTH, with respect to an Euro-Rate Interest Period under the Euro-Rate
Option, shall mean the interval between the days in consecutive calendar months
numerically corresponding to the first day of such Euro-Rate Interest Period. If
any Euro-Rate Interest Period begins on a day of a calendar month for which
there is no numerically corresponding day in the month in which such Interest
Period is to end, the final month of such Euro-Rate Interest Period shall be
deemed to end on the last Business Day of such final month.

        MORTGAGE shall mean the Mortgages in substantially the form of EXHIBIT
1.1(M) with respect to the Real Property executed and delivered by the
appropriate Loan Party to the Agent for the benefit of the Banks.

        MULLER shall mean Muller & Pribyl Utilities, Inc., a Minnesota
corporation, and its Affiliates acquired pursuant to the Muller Stock Purchase
Agreement.

        MULLER STOCK PURCHASE AGREEMENT shall mean the Stock Purchase Agreement
dated as of December 21, 1999 by and among Muller, the shareholders of Muller,
and the Borrower and any related documents, all the foregoing on terms and
conditions satisfactory to the Agent in its reasonable discretion, as the same
may be amended or modified from time to time in accordance with the terms of
this Agreement.

        MULTIEMPLOYER PLAN shall mean any employee benefit plan which is a
"multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA and to
which the Borrower or any member of the ERISA Group is then making or accruing
an obligation to make contributions or, within the preceding five (5) Plan
years, has made or had an obligation to make such contributions.


                                      -15-




        MULTIPLE EMPLOYER PLAN shall mean a Plan which has two (2) or more
contributing sponsors (including the Borrower or any member of the ERISA Group)
at least two (2) of whom are not under common control, as such a plan is
described in Sections 4063 and 4064 of ERISA.

        NORTH SHORE shall mean North Shore Cable Contractors, Inc., an Ohio
corporation.

        NORTH SHORE STOCK PURCHASE AGREEMENT shall mean the Stock Purchase
Agreement dated as of January 21, 2000 by and among North Shore, the
shareholders of North Shore, and the Borrower and any related documents, all the
foregoing on terms and conditions satisfactory to the Agent in its reasonable
discretion, as the same may be amended or modified from time to time in
accordance with the terms of this Agreement.

        NOTES shall mean the Revolving Credit Notes, the Term Notes A and Term
Notes B.

        OBLIGATIONS shall mean any obligation or liability of any of the Loan
Parties to the Agent or any of the Banks, howsoever created, arising or
evidenced, whether direct or indirect, absolute or contingent, now or hereafter
existing, or due or to become due, under or in connection with this Agreement,
the Notes, the Letters of Credit, the Agent's Letter or any other Loan Document.

        OFFICIAL BODY shall mean any national, federal, state, local or other
government or political subdivision or any agency, authority, bureau, central
bank, commission, department or instrumentality of either, or any court,
tribunal, grand jury or arbitrator, in each case whether foreign or domestic.

        ORIGINAL CLOSING DATE shall mean the Business Day on which the first
Loans were made, which was October 19, 1999.

        ORIGINAL CREDIT AGREEMENT shall have the meaning given to such term in
the first recital clause.

        PARTICIPATION ADVANCE shall mean, with respect to any Bank, such Bank's
payment in respect of its participation in a Letter of Credit Borrowing
according to its Ratable Share pursuant to EXHIBIT 2.8.

        PARTNERSHIP INTERESTS shall have the meaning given to such term in
Section 6.1.3.

        PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT shall mean the
Patent, Trademark and Copyright Security Agreement in substantially the form of
EXHIBIT


                                      -16-



1.1(P)(1) executed and delivered by each of the Loan Parties to the Agent for
the benefit of the Banks.

        PBGC shall mean the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA or any successor.

        PERMITTED ACQUISITION shall have the meaning given to such term in
Section 8.2.6(2).

        PERMITTED LIENS SHALL MEAN:

                (i)     Liens for taxes, assessments, or similar charges,
incurred in the ordinary course of business and which are not yet due and
payable;

                (ii)    Pledges or deposits made in the ordinary course of
business to secure payment of workmen's compensation, or to participate in any
fund in connection with workmen's compensation, unemployment insurance, old-age
pensions or other social security programs;

                (iii)   Liens of mechanics, materialmen, warehousemen, carriers,
or other like Liens, securing obligations incurred in the ordinary course of
business that are not yet due and payable and Liens of landlords securing
obligations to pay lease payments that are not yet due and payable or in
default;

                (iv)    Good-faith pledges or deposits made in the ordinary
course of business to secure performance of bids, tenders, contracts (other than
for the repayment of borrowed money) or leases, not in excess of the aggregate
amount due thereunder, or to secure statutory obligations, or surety, appeal,
indemnity, performance or other similar bonds required in the ordinary course of
business;

                (v)     Encumbrances consisting of zoning restrictions,
easements or other restrictions on the use of real property, none of which
materially impairs the use of such property or the value thereof, and none of
which is violated in any material respect by existing or proposed structures or
land use;

                (vi)    Liens, security interests and mortgages in favor of the
Agent for the benefit of the Banks;

                (vii)   Liens on property leased by any Loan Party or Subsidiary
of a Loan Party under capital leases permitted in Section 8.2.15 securing
obligations of such Loan Party or Subsidiary to the lessor under such leases;


                                      -17-



                (viii)  Any Lien existing on the date of this Agreement and
described on SCHEDULE 8.2.2, provided that the principal amount secured thereby
is not hereafter increased, and no additional assets become subject to such
Lien;

                (ix)    Purchase Money Security Interests, PROVIDED that the
aggregate amount of loans and deferred payments secured by such Purchase Money
Security Interests shall not exceed $2,000,000 (excluding for the purpose of
this computation any loans or deferred payments secured by Liens described on
SCHEDULE 8.2.2);

                (x)     Liens which are restricted to cash earnest money
deposits made by the Borrower and its Subsidiaries in connection with any letter
of intent or purchase agreement entered into in connection with any Permitted
Acquisitions, provided that the amount secured by all such deposits does not
exceed $500,000 at any one time outstanding;

                (xi)    Liens which secure Indebtedness permitted under Section
8.2.1(ix) provided that such Liens are limited to tangible real or personal
property and proceeds thereof and secure Indebtedness of the Person acquired
which was incurred in connection with the purchase of such property.

                (xii)   Leases, subleases and licenses granted to subcontractors
and similar parties in the ordinary course of business of the Borrower and its
Subsidiaries, provided that such grants do not interfere in any material respect
with the business of the Borrower and its Subsidiaries and do not adversely
affect the value of the Collateral in a material manner; and

                (xiii)  The following, (A) if the validity or amount thereof is
being contested in good faith by appropriate and lawful proceedings diligently
conducted so long as levy and execution thereon have been stayed and continue to
be stayed or (B) if a final judgment is entered and such judgment is discharged
within thirty (30) days of entry, and in either case they do not affect the
Collateral or, in the aggregate, materially impair the ability of any Loan Party
to perform its Obligations hereunder or under the other Loan Documents:

                        (1)     Claims or Liens for taxes, assessments or
                charges due and payable and subject to interest or penalty,
                PROVIDED that the applicable Loan Party maintains such reserves
                or other appropriate provisions as shall be required by GAAP and
                pays all such taxes, assessments or charges forthwith upon the
                commencement of proceedings to foreclose any such Lien;

                        (2)     Claims, Liens or encumbrances upon, and defects
                of title to, real or personal property other than the
                Collateral, including any attachment of personal or real
                property or other legal process prior to adjudication of a
                dispute on the merits; or


                                      -18-



                        (3)     Claims or Liens of mechanics, materialmen,
                warehousemen, carriers, or other statutory nonconsensual Liens.

                        (4)     Liens resulting from final judgments or orders
                described in Section 9.1.6.

                (xiv)   Liens other than as described in clauses (i) through
(xiii) on tangible personal property which secure Indebtedness not in excess
of $50,000.

        PERSON shall mean any individual, corporation, partnership, limited
liability company, association, joint-stock company, trust, unincorporated
organization, joint venture, government or political subdivision or agency
thereof, or any other entity.

        PLAN shall mean at any time an employee pension benefit plan
(including a Multiple Employer Plan, but not a Multiemployer Plan) which is
covered by Title IV of ERISA or is subject to the minimum funding standards
under Section 412 of the Internal Revenue Code and either (i) is maintained
by any member of the ERISA Group for employees of any member of the ERISA
Group or (ii) has at any time within the preceding five (5) years been
maintained by any entity which was at such time a member of the ERISA Group
for employees of any entity which was at such time a member of the ERISA
Group.

        PLEDGE AGREEMENT shall mean the Pledge Agreement in substantially the
form of EXHIBIT 1.1(P)(2) executed and delivered by the Borrower, Linc.net
Acquisition Corp. and Linc.net Acquisition Corp. II to the Agent for the
benefit of the Banks.

        PLEDGED COLLATERAL shall mean the property of the Loan Parties in
which security interests are to be granted under the Pledge Agreement or the
Collateral Assignment.

        PNC BANK shall mean PNC Bank, National Association, its successors
and assigns.

        POTENTIAL DEFAULT shall mean any event or condition which with
notice, passage of time or a determination by the Agent or the Required
Banks, or any combination of the foregoing, would constitute an Event of
Default.

        PRICING GRID shall mean the Pricing Grid set forth on SCHEDULE 1.1(A).

        PRINCIPAL OFFICE shall mean the main banking office of the Agent in
Pittsburgh, Pennsylvania.

        PRIOR SECURITY INTEREST shall mean a valid and enforceable perfected
first-priority security interest under the Uniform Commercial Code in the UCC
Collateral and the Pledged Collateral which is subject only to Liens for
taxes not yet due and payable to the extent such prospective tax payments are
given priority by statute, Liens described under items (vii), (x)


                                      -19-



and (xi) of the definition of Permitted Liens, Liens described under items (ii)
and (iv) of the definition of Permitted Liens, Liens described under item (iii)
of the definition of Permitted Liens to the extent given priority under state
Law, Liens set forth on SCHEDULE 8.2.2 or Purchase Money Security Interests as
permitted hereunder.

        PROHIBITED TRANSACTION shall mean any prohibited transaction as
defined in Section 4975 of the Internal Revenue Code or Section 406 of ERISA
for which neither an individual nor a class exemption has been issued by the
United States Department of Labor.

        PROPERTY shall mean all real property, both owned and leased, of any
Loan Party or Subsidiary of a Loan Party.

        PURCHASE MONEY SECURITY INTEREST shall mean Liens upon tangible
personal property securing loans to any Loan Party or Subsidiary of a Loan
Party or deferred payments by such Loan Party or Subsidiary for the purchase
of such tangible personal property.

        PURCHASING BANK shall mean a Bank which becomes a party to this
Agreement by executing an Assignment and Assumption Agreement.

        QUALIFIED ACCOUNTS shall mean Accounts of the Borrower and the
Subsidiary Guarantors (each an "ACCOUNT HOLDER") as of the date of the
applicable Borrowing Base Certificate as reflected on the Borrower's
consolidated balance sheet. Accounts means, on any date of determination, the
aggregate unpaid portion of the obligations denominated in United States
Dollars as stated on the respective invoices issued to a customer of an
Account Holder with respect to inventory sold and shipped or services
performed in the ordinary course of business, net of any credits, rebates or
offsets owed by such Account Holder or to the respective customer and net of
any commissions payable by such Account Holder to third parties. Qualified
Accounts shall not include (without duplication of deductions):

                (a)     Accounts which remain unpaid for more than ninety
days after date of invoice;

                (b)     Accounts which by their terms (whether as contract
retainage or otherwise) are not payable within 90 days of the date of the
applicable Borrowing Base Certificate;

                (c)     Accounts to the extent in excess of $50,000 due from
a customer whose principal place of business is located outside of the United
States or Canada, or such Accounts to the extent in excess of an aggregate of
$150,000, except for such Accounts that are backed by a letter of credit
(provided that such letter of credit was issued or confirmed by a bank that
is organized under the laws of the United States of America or a State
thereof and has capital and surplus in excess of $100,000,000);


                                      -20-



                (d)     Accounts with respect to which the customer is the
United States of America or any department, agency, or instrumentality
thereof except for those Accounts for which the Account Holder has complied
with the Federal Assignment of Claims Act (Ref. 31 U.S.C. Section 3727);

                (e)     Accounts with respect to which the customer is an
Affiliate of any Account Holder or a director, officer, agent, stockholder,
or employee of any Account Holder or any of their Affiliates; (f) Accounts
with respect to which there is any unresolved dispute with the respective
customer but only to the extent of such dispute;

                (g)     Accounts with respect to which Agent does not have a
valid, first priority and fully perfected security interest and Accounts
subject to any Lien except those in favor of Agent and Permitted Liens;
including Accounts evidenced by an instrument (as defined in Article 9 of the
UCC) not in the possession of Agent and Accounts where the Account
documentation forbids or makes unenforceable the security interest granted by
the applicable Account Holder;

                (h)     Accounts with respect to which the customer is the
subject of any bankruptcy or other insolvency proceeding;

                (i)     Accounts due from a customer to the extent that such
Accounts exceed in the aggregate 30% of the aggregate of all Accounts at said
date;

                (j)     Accounts with respect to which the customer's
obligation to pay is conditional or subject to a repurchase obligation or
right to return, including bill and hold sales, guarantied sales, sale or
return transactions, sales on approval or consignment sales;

                (k)     Accounts with respect to which the customer is
located in New Jersey, or any other state denying creditors access to its
courts in the absence of a Notice of Business Activities Report or other
similar filing unless the Account Holder is qualified as a foreign
corporation authorized to do business in such state or has filed a Notice of
Business Activities Report or other similar filing and such filing is
currently effective; and

                (l)     Accounts of Telpro which are payable to a deposit
account under any escrow or lockbox arrangement with Northern Telecom Inc. or
any of its Affiliates ("NORTEL"). In addition to the foregoing exclusion, all
Accounts of Telpro which are otherwise Qualified Accounts shall be reduced by
an amount equal to the balance owed by Telpro to Nortel for the Nortel
Inventory which relates to such Qualified Accounts. In the event that Telpro,
Nortel and the banks receiving Telpro Accounts amend the escrow/lockbox
agreements on terms satisfactory to the Agent to recognize the security
interest of the Agent and the Banks in the Accounts and provide for payment
to the Agent, then Qualified Accounts shall also include such


                                      -21-



Accounts minus an amount equal to the balance owed by Telpro to Nortel for the
Nortel Inventory which relates to such Accounts.

        QUALIFIED INVENTORY shall mean Inventory of the Borrower and the
Subsidiary Guarantors as of the date of the applicable Borrowing Base
Certificate as reflected by Borrower's consolidated balance sheet. Inventory
means all of the "inventory" (as such term is defined in the UCC) of the
Borrower and its Subsidiary Guarantors, including, but not limited to, all
merchandise, raw materials, parts, supplies, work-in-process and finished goods
intended for sale. Qualified Inventory shall not include (without duplication of
deductions):

                (a)     Inventory which is not subject to a perfected Lien in
favor of the Agent for the benefit of the Banks, or is not free and clear of any
prior Lien (other than Permitted Liens);

                (b)     Inventory which is not located at, or in transit to, any
of the locations identified as locations of Inventory pursuant to Schedule A to
the Security Agreement or at a location where services are being provided;

                (c)     Inventory which was acquired by the Borrower or a
Subsidiary Guarantor on consignment or which has been placed out on consignment
by the Borrower or a Subsidiary Guarantor unless such Inventory is subject to a
first priority perfected security interest in favor of the Agent for the benefit
of the Banks (subject only to Permitted Liens;

                (d)     Inventory which is obsolete or is not of good and
merchantable quality;

                (e)     Inventory which does not meet all material standards
imposed by any official having regulatory authority over such item of Inventory,
its use or its sale;

                (f)     Inventory which was in any material respect produced in
violation of the Fair Labor Standards Act and subject to the so-called "hot
goods" provision contained in Title 29 U.S.C. Section 2159(a)(1); and

                (g)     Inventory owned by Telpro supplied by Northern Telecom
Inc. pursuant to the Master Agreement for Supply of Products dated February 12,
1998, or any similar supply agreement with Northern Telecom.

        RATABLE SHARE shall mean the proportion that a Bank's Commitment bears
to the Commitments of all of the Banks PROVIDED that, notwithstanding the
forgoing, with respect to Section 2 hereof and EXHIBIT 2.8 hereto, Ratable Share
shall mean the proportion that any Bank's Revolving Credit Commitment bears to
the Revolving Credit Commitments of all Banks.


                                      -22-



        REAL PROPERTY shall mean (i) the real estate owned by any Loan Party and
(ii) the real estate leased by any Loan Party which is material to the ongoing
operation of the Loan Party's business, all the foregoing of which shall to the
extent requested by the Agent, be encumbered by a mortgage or leasehold
mortgage, as the case may be, in substantially the form of the Mortgage.

        REGULATED SUBSTANCES shall mean, without limitation, any substance,
material or waste, regardless of its form or nature, defined as a "hazardous
substance," "hazardous waste," "toxic substance," "extremely hazardous
substance," "toxic chemical," "toxic waste," "solid waste," "industrial
waste," "residual waste," "municipal waste," "special handling waste," "mixed
waste," "infectious waste," "chemotherapeutic waste," "medical waste,"
"regulated substance," "pollutant," or "contaminant" pursuant to
Environmental Laws or any other substance, material or waste, regardless of
its form or nature, which otherwise is regulated by Environmental Laws,
including but not limited to, the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., the Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., the Hazardous
Materials Transportation Act, 49 U.S.C. Section 1801 et seq., the Toxic
Substances Control Act, 15 U.S.C. Section 2601 et seq., the Federal Water
Pollution Control Act, 33 U.S.C. Section 1251 et seq., the Federal Safe
Drinking Water Act, 42 U.S.C. Section 300f-300j, the Federal Air Pollution
Control Act, 42 U.S.C. 7401 et seq., the Oil Pollution Act, 33 U.S.C. Section
2701 et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7
U.S.C. Section 136 to 136y, the Occupational Safety and Health Act, 29 U.S.C.
Section 651 et seq., each as amended, or any equivalent state or local Law,
and any amendments thereto.

        REGULATION U shall mean Regulation U, T or X as promulgated by the Board
of Governors of the Federal Reserve System, as amended from time to time.

        REPORTABLE EVENT shall mean a reportable event described in Section 4043
of ERISA and regulations thereunder with respect to a Plan or Multiemployer
Plan.

        REQUIRED BANKS shall mean any Bank or group of Banks if the sum of the
Loans and Letters of Credit Outstanding then outstanding plus the unutilized
Commitments then in effect of such Banks aggregates at least 51% of the total
principal amount of all Loans, Letters of Credit Outstanding and unutilized
Commitments then in effect. Reimbursement Obligations and Letter of Credit
Borrowings shall be deemed, for the purpose of determining Letters of Credit
Outstanding as used in this definition, to be in favor of the Agent and not a
participating Bank if such Bank has not made its Participation Advance in
respect thereof and shall be deemed to be in favor of such Bank to the extent of
its Participation Advance if it has made its Participation Advance in respect
thereof.

        REQUIRED ENVIRONMENTAL PERMITS shall mean all permits, licenses, bonds,
approvals or authorizations required under Environmental Laws for the Loan
Parties to conduct


                                      -23-



their respective operations, maintain the Property or equipment thereon or
construct and maintain any improvement.

        REQUIRED ENVIRONMENTAL REPORTS shall mean all notices, reports, forms or
other filings which pursuant to Environmental Laws must be submitted to an
Official Body or which otherwise must be maintained by the Loan Parties.

        REVOLVING CREDIT BASE RATE OPTION shall mean the option of the Borrower
to have Revolving Credit Loans bear interest at the rate and under the terms and
conditions set forth in Section 4.1.1(i).

        REVOLVING CREDIT COMMITMENT shall mean, as to any Bank at any time, the
amount initially set forth opposite its name on SCHEDULE 1.1(B) in the column
labeled "Amount of Commitment for Revolving Credit Loans," and thereafter on
SCHEDULE 1 to the most recent Assignment and Assumption Agreement, and REVOLVING
CREDIT COMMITMENTS shall mean the aggregate Revolving Credit Commitments of all
of the Banks.

        REVOLVING CREDIT EURO-RATE OPTION shall mean the option of the Borrower
to have Revolving Credit Loans bear interest at the rate and under the terms and
conditions set forth in Section 4.1.1(ii).

        REVOLVING CREDIT LOANS shall mean collectively and REVOLVING CREDIT LOAN
shall mean separately all Revolving Credit Loans or any Revolving Credit Loan
made by the Banks or one of the Banks to the Borrower pursuant to Section 2.1 or
Paragraph 3(b) of EXHIBIT 2.8.

        REVOLVING CREDIT NOTES shall mean collectively and REVOLVING CREDIT NOTE
shall mean separately all the Amended and Restated Revolving Credit Notes of the
Borrower in the form of EXHIBIT 1.1 evidencing the Revolving Credit Loans
together with all amendments, extensions, renewals, replacements, refinancings
or refundings thereof in whole or in part.

        REVOLVING FACILITY USAGE shall mean at any time the sum of the Revolving
Credit Loans outstanding and the Letters of Credit Outstanding.

        SECTION 20 SUBSIDIARY shall mean the Subsidiary of the bank holding
company controlling any Bank, which Subsidiary has been granted authority by the
Federal Reserve Board to underwrite and deal in certain Ineligible Securities.

        SECURITY AGREEMENT shall mean the Security Agreement in substantially
the form of EXHIBIT 1.1(S) executed and delivered by each of the Loan Parties to
the Agent for the benefit of the Banks.


                                      -24-



        STANDARD & POOR'S shall mean Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc.

        STANDBY LETTER OF CREDIT shall mean a Letter of Credit issued to support
obligations of one or more of the Loan Parties, contingent or otherwise, which
finance the working capital and business needs of the Loan Parties incurred in
the ordinary course of business.

        SUBSIDIARY of any Person at any time shall mean (i) any corporation or
trust of which 50% or more (by number of shares or number of votes) of the
outstanding capital stock or shares of beneficial interest normally entitled to
vote for the election of one or more directors or trustees (regardless of any
contingency which does or may suspend or dilute the voting rights) is at such
time owned directly or indirectly by such Person or one or more of such Person's
Subsidiaries, (ii) any partnership of which such Person is a general partner or
of which 50% or more of the partnership interests is at the time directly or
indirectly owned by such Person or one or more of such Person's Subsidiaries,
(iii) any limited liability company of which such Person is a member or of which
50% or more of the limited liability company interests is at the time directly
or indirectly owned by such Person or one or more of such Person's Subsidiaries
or (iv) any corporation, trust, partnership, limited liability company or other
entity which is controlled by such Person or one or more of such Person's
Subsidiaries.

        SUBSIDIARY SHARES shall have the meaning assigned to that term in
Section 6.1.3.

        SUPERMAJORITY BANKS OF THE AFFECTED CLASS shall mean Banks holding at
least two-thirds (66 2/3) of the sum of the aggregate amount of the outstanding
Loans of the applicable tranche of Term Loans which would be affected by any
modification, supplement or waiver contemplated by the proviso to Section
11.1.2.

        SYNDICATIONS PERIOD shall mean the period between the Closing Date and
the earlier of the following: (a) the date on which the Commitment of PNC Bank
has been reduced to $40,000,000 or less, or (b) the date which is one hundred
twenty (120) days after the Closing Date.

        TELPRO shall mean Telpro Technologies, Inc., a California corporation.

        TELPRO STOCK PURCHASE AGREEMENT shall mean the Stock Purchase and
Recapitalization Agreement dated March 13, 2000 by and among Telpro, the
shareholders of Telpro and the Borrower and any related documents, all of the
foregoing on terms and conditions satisfactory to the Agent in its reasonable
discretion, as the same may be amended or modified from time to time in
accordance with the terms of this Agreement.

        TERM LOANS shall mean collectively and TERM LOAN shall mean separately
all Term Loans A and Term Loans B or any Term Loan A or Term Loan B.


                                      -25-



        TERM LOANS A shall mean collectively and TERM LOAN A shall mean
separately all Term Loans A or any Term Loan A made by the Bank or one of the
Banks to the Borrower pursuant to Section 3.1.

        TERM LOANS B shall mean collectively and TERM LOAN B shall mean
separately all Term Loans B or any Term Loan B made by the Bank or one of the
Banks to the Borrower pursuant to Section 3.1.

        TERM LOAN A BASE RATE OPTION shall mean the option of the Borrower to
have Term Loans bear interest at the rate and under the terms and conditions set
forth in Section 4.1.2(i).

        TERM LOAN A REQUEST shall mean the meaning given to such term in Section
3.4.

        TERM LOAN B BASE RATE OPTION shall mean the option of the Borrower to
have Term Loans bear interest at the rate and under the terms and conditions set
forth in Section 4.1.2(iii).

        TERM LOAN A COMMITMENT shall mean, as to any Bank at any time, the
amount initially set forth opposite its name on SCHEDULE 1.1(B) in the column
labeled "Amount of Commitment for Term Loans A," and thereafter on SCHEDULE 1 to
the most recent Assignment and Assumption Agreement, and TERM LOAN A COMMITMENTS
shall mean the aggregate Term Loan A Commitments of all of the Banks.

        TERM LOAN B COMMITMENT shall mean, as to any Bank at any time, the
amount initially set forth opposite its name on SCHEDULE 1.1(B) in the column
labeled "Amount of Commitment for Term Loans B," and thereafter on SCHEDULE 1 to
the most recent Assignment and Assumption Agreement, and TERM LOAN B COMMITMENTS
shall mean the aggregate Term Loan B Commitments of all of the Banks.

        TERM LOAN A EURO-RATE OPTION shall mean the option of the Borrower to
have Term Loans A bear interest at the rate and under the terms and conditions
set forth in Section 4.1.2(ii).

        TERM LOAN B EURO-RATE OPTION shall mean the option of the Borrower to
have Term Loans B bear interest at the rate and under the terms and conditions
set forth in Section 4.1.2(iv).

        TERM NOTES shall mean collectively and TERM NOTE shall mean separately
all the Term Notes A and Term Notes B or any Term Note A or Term Note B.

        TERM NOTES A shall mean collectively and TERM NOTE A shall mean
separately all of the Amended and Restated Term Notes A of the Borrower in the
form of EXHIBIT


                                      -26-



1.1(T)(1) evidencing the Term Loans A, together with all amendments, extensions,
renewals, replacements, refinancings or refunds thereof in whole or in part.

        TERM NOTES B shall mean collectively and TERM NOTE B shall mean
separately all of the Amended and Restated Term Notes B of the Borrower in the
form of EXHIBIT 1.1(T)(2) evidencing the Term Loans B, together with all
amendments, extensions, renewals, replacements, refinancings or refunds thereof
in whole or in part.

        TRANSFEROR BANK shall mean the selling Bank pursuant to an Assignment
and Assumption Agreement.

        UCC COLLATERAL shall mean the property of the Loan Parties in which
security interests are to be granted under the Security Agreement.

        UCI shall mean Utility Consultants, Inc., a Georgia corporation.

        UCI STOCK PURCHASE AGREEMENT shall mean the Stock Purchase Agreement
dated as of May 8, 2000 by and among UCI, the shareholders of UCI and Linc.net
Acquisition Corp. and any related documents, all of the foregoing on terms and
conditions satisfactory to the Agent in its reasonable discretion, as the same
may be amended or modified from time to time in accordance with the terms of
this Agreement.

        WORKING CAPITAL shall mean (a) current assets (excluding cash) of the
Borrower and its Subsidiaries as determined on a consolidated basis, less (b)
current liabilities of the Borrower and its Subsidiaries determined on a
consolidated basis (including current maturities of the Term Loans), PROVIDED
that the Working Capital as of the beginning of a fiscal year with respect to
each Permitted Acquisition during such fiscal year shall be an amount agreed to
among the Borrower and the Agent at the time of such Permitted Acquisition
pursuant to Section 8.2.6(2)(vii) hereof.

        In addition to the foregoing definitions, the following capitalized
terms have the meanings given to them in the referenced sections: AGENT'S FEE,
Exhibit 10; AGENT'S LETTER, Exhibit 10; ANNUAL STATEMENTS, 6.1.9(i); COMMITMENT
FEE, 2.3; FINANCIAL PROJECTIONS, 6.1.9(ii); GOVERNMENTAL ACTS, Exhibit 2.8;
HISTORICAL STATEMENTS, 6.1.9(i); INTERIM STATEMENTS, 6.1.9(i); 2.8.1; LETTER OF
CREDIT, Exhibit 2.8; LETTER OF CREDIT FEE, Exhibit 2.8; LLC INTERESTS, 6.1.3;
LOAN REQUEST, 2.4; MANDATORY PREPAYMENT DATE, 5.5.1; MANDATORY PREPAYMENT OF
EXCESS CASH FLOW, 5.5.1; NOTICES, 11.6; PARTNERSHIP INTERESTS, 6.1.3; PERMITTED
ACQUISITIONS, 8.2.6; REIMBURSEMENT OBLIGATION, Exhibit 2.8; SHARES, 6.1.2;
SUBSIDIARY SHARES, 6.1.3; and UNIFORM COMMERCIAL Code, 6.1.16.

        1.2     CONSTRUCTION.

Unless the context of this Agreement otherwise clearly requires, the following
rules of construction shall apply to this Agreement and each of the other Loan
Documents: (a) references


                                      -27-



to the plural include the singular, the plural, the part and the whole; "or" has
the inclusive meaning represented by the phrase "and/or," and "including" has
the meaning represented by the phrase "including without limitation"; (b)
references to "determination" of or by the Agent or the Banks shall be deemed to
include good-faith estimates by the Agent or the Banks (in the case of
quantitative determinations) and good-faith beliefs by the Agent or the Banks
(in the case of qualitative determinations) and such determination shall be
conclusive absent manifest error; (C) whenever the Agent or the Banks are
granted the right herein to act in its or their sole discretion or to grant or
withhold consent such right shall be exercised in good faith; (d) the words
"hereof," "herein," "hereunder," "hereto" and similar terms in this Agreement or
any other Loan Document refer to this Agreement or such other Loan Document as a
whole and not to any particular provision of this Agreement or such other Loan
Document; (e) the section and other headings contained in this Agreement or such
other Loan Document and the Table of Contents, preceding this Agreement or such
other Loan Document are for reference purposes only and shall not control or
affect the construction of this Agreement or such other Loan Document or the
interpretation thereof in any respect; (f) article, section, subsection, clause,
schedule and exhibit references are to this Agreement or other Loan Document, as
the case may be, unless otherwise specified; (g) reference to any Person
includes such Person's successors and assigns but, if applicable, only if such
successors and assigns are permitted by this Agreement or such other Loan
Document, as the case may be, and reference to a Person in a particular capacity
excludes such Person in any other capacity; (h) reference to any agreement
(including this Agreement and any other Loan Document together with the
schedules and exhibits hereto or thereto), document or instrument means such
agreement, document or instrument as amended, modified, replaced, substituted
for, superseded or restated; (i) relative to the determination of any period of
time, "from" means "from and including," "to" means "to but excluding," and
"through" means "through and including"; and (j) references to "shall" and
"will" are intended to have the same meaning.

        1.3     ACCOUNTING PRINCIPLES.

        Except as otherwise provided in this Agreement, all computations and
determinations as to accounting or financial matters and all financial
statements to be delivered pursuant to this Agreement shall be made and prepared
in accordance with GAAP (including principles of consolidation where
appropriate), and all accounting or financial terms shall have the meanings
ascribed to such terms by GAAP; PROVIDED, HOWEVER, that all accounting terms
used in Section 8.2 [Negative Covenants] (and all defined terms used in the
definition of any accounting term used in Section 8.2 shall have the meaning
given to such terms (and defined terms) under GAAP as in effect on the date
hereof applied on a basis consistent with those used in preparing the Annual
Statements referred to in Section 6.1.9(i) [Historical Statements].


                                      -28-



                2.      REVOLVING CREDIT FACILITY

        2.1     REVOLVING CREDIT COMMITMENTS.

        Subject to the terms and conditions hereof and relying upon the
representations and warranties herein set forth, each Bank severally agrees to
make Revolving Credit Loans to the Borrower at any time or from time to time on
or after the date hereof to the Expiration Date PROVIDED that (i) after giving
effect to such Revolving Credit Loans, the aggregate amount of the Revolving
Credit Loans plus the Letters of Credit Outstanding does not exceed the
Borrowing Base, and (ii) after giving effect to such Revolving Credit Loans, the
aggregate amount of Revolving Credit Loans from each Bank shall not exceed such
Bank's Revolving Credit Commitment minus such Bank's Ratable Share of the
Letters of Credit Outstanding.

        Within such limits of time and amount and subject to the other
provisions of this Agreement, the Borrower may borrow, repay and reborrow
pursuant to this Section 2.1.

        2.2     NATURE OF BANKS' OBLIGATIONS WITH RESPECT TO REVOLVING CREDIT
                LOANS.

        Each Bank shall be obligated to participate in each request for
Revolving Credit Loans pursuant to Section 2.4 [Revolving Credit Loan Requests]
in accordance with its Ratable Share. The aggregate of each Bank's Revolving
Credit Loans outstanding hereunder to the Borrower at any time shall never
exceed its Revolving Credit Commitment minus its Ratable Share of the Letter of
Credit Outstandings. The obligations of each Bank hereunder are several. The
failure of any Bank to perform its obligations hereunder shall not affect the
Obligations of the Borrower to any other party nor shall any other party be
liable for the failure of such Bank to perform its obligations hereunder. The
Banks shall have no obligation to make Revolving Credit Loans hereunder on or
after the Expiration Date.

        2.3     COMMITMENT FEES.

        Accruing from the date hereof until the Expiration Date, the Borrower
agrees to pay to the Agent for the account of each Bank, as consideration for
such Bank's Revolving Credit Commitment hereunder, a nonrefundable commitment
fee (the "COMMITMENT FEE") equal to (a) from the date hereof until the Initial
Adjustment Date, 1/2% per annum (computed on the basis of a year of 365 or 366
days, as the case may be, and actual days elapsed) on the average daily
difference between the amount of (i) such Bank's Revolving Credit Commitment as
the same may be constituted from time to time and (ii) the sum of such Bank's
Revolving Credit Loans outstanding plus its Ratable Share of Letters of Credit
Outstanding and (b) from the Initial Adjustment Date until the Expiration Date,
at the rate per annum based upon the Leverage Ratio, as set forth on the Pricing
Grid. All Commitment Fees shall be payable in arrears on the last Business Day
of each June, September, December and March after the date hereof and on the
Expiration Date or upon acceleration of the Notes.


                                      -29-



        2.4     REVOLVING CREDIT LOAN REQUESTS.

        Except as otherwise provided herein, the Borrower may from time to time
prior to the Expiration Date request the Banks to make Revolving Credit Loans,
or renew or convert the Interest Rate Option applicable to existing Revolving
Credit Loans or Term Loans pursuant to Section 4.2, by delivering to the Agent,
not later than 11:00 a.m., Pittsburgh time, (i) three (3) Business Days prior to
the proposed Borrowing Date with respect to the making of Revolving Credit Loans
to which the Euro-Rate Option applies or the conversion to or the renewal of the
Euro-Rate Option for any Loans; and (ii) either the proposed Borrowing Date with
respect to the making of a Revolving Credit Loan to which the Base Rate Option
applies or the last day of the preceding Euro-Rate Interest Period with respect
to the conversion to the Base Rate Option for any Loan, of a duly completed
request therefor substantially in the form of EXHIBIT 2.4 or a request by
telephone immediately confirmed in writing by letter, facsimile or telex in such
form (each, a "LOAN REQUEST"), it being understood that the Agent may rely on
the authority of any individual making such a telephonic request without the
necessity of receipt of such written confirmation. Each Loan Request shall be
irrevocable and shall specify (i) the proposed Borrowing Date; (ii) the
aggregate amount of the proposed Loans comprising each Borrowing Tranche, which
shall be in integral multiples of $250,000 and not less than $500,000 for each
Borrowing Tranche to which the Euro-Rate Option applies and not less than the
lesser of $250,000 or the maximum amount available for Borrowing Tranches to
which the Base Rate Option applies; (iii) whether the Euro-Rate Option or Base
Rate Option shall apply to the proposed Loans comprising the applicable
Borrowing Tranche; and (iv) in the case of a Borrowing Tranche to which the
Euro-Rate Option applies, an appropriate Euro-Rate Interest Period for the Loans
comprising such Borrowing Tranche.

        2.5     MAKING REVOLVING CREDIT LOANS.

        The Agent shall, promptly after receipt by it of a Loan Request pursuant
to Section 2.4 [Revolving Credit Loan Requests], notify the Banks of its receipt
of such Loan Request specifying: (i) the proposed Borrowing Date and the time
and method of disbursement of the Revolving Credit Loans requested thereby; (ii)
the amount and type of each such Revolving Credit Loan and the applicable
Euro-Rate Interest Period (if any); and (iii) the apportionment among the Banks
of such Revolving Credit Loans as determined by the Agent in accordance with
Section 2.2 [Nature of Banks' Obligations]. Each Bank shall remit the principal
amount of each Revolving Credit Loan to the Agent such that the Agent is able
to, and the Agent shall, to the extent the Banks have made funds available to it
for such purpose and subject to Section 7.2 [Each Additional Loan], fund such
Revolving Credit Loans to the Borrower in U.S. Dollars and immediately available
funds at the Principal Office prior to 2:00 p.m., Pittsburgh time, on the
applicable Borrowing Date, PROVIDED that if any Bank fails to remit such funds
to the Agent in a timely manner, the Agent may elect in its sole discretion to
fund with its own funds the Revolving Credit Loans of such Bank on such
Borrowing Date, and such Bank shall be subject to the repayment obligation in
Paragraph 16 of EXHIBIT 10.


                                      -30-


        2.6     REVOLVING CREDIT NOTES.

        The Obligation of the Borrower to repay the aggregate unpaid principal
amount of the Revolving Credit Loans made to it by each Bank, together with
interest thereon, shall be evidenced by a Revolving Credit Note dated the
Closing Date payable to the order of such Bank in a face amount equal to the
Revolving Credit Commitment of such Bank.

        2.7     USE OF PROCEEDS.

        The proceeds of the Revolving Credit Loans shall be used to provide a
portion of the proceeds required for any Permitted Acquisition, to pay related
fees and expenses and to fund working capital and general corporate needs and in
accordance with Section 8.1.10 [Use of Proceeds].

        2.8     LETTER OF CREDIT SUBFACILITY.

        The Letters of Credit, in the aggregate amount not to exceed the Letter
of Credit Sublimit, shall be described and governed by the provisions of EXHIBIT
2.8.

                3.      TERM LOANS

        3.1     TERM LOAN A COMMITMENTS AND TERM LOAN B COMMITMENTS.

        Subject to the terms and conditions hereof, and relying upon the
representations and warranties herein set forth, each Bank severally agrees to
make (i) a Term Loan A to the Borrower at any time or from time to time on or
after the Closing Date to December 31, 2000, in such principal amount as the
Borrower shall request up to, but not exceeding such Bank's Term Loan A
Commitment and (ii) a Term Loan B to the Borrower on the Closing Date in the
principal amount of such Bank's Term Loan B Commitment.

        The aggregate amount of the Term Loans A and Term Loans B funded by each
Bank shall at no time exceed such Bank's Term Loan A Commitment and Term Loan B
Commitment, respectively.

        3.2     NATURE OF BANKS' OBLIGATIONS WITH RESPECT TO TERM LOANS.

        The obligations of each Bank to make Term Loans to the Borrower shall be
in the proportion that such Bank's Term Loan A Commitment and Term Loan B
Commitment bears to the Term Loan A Commitments and Term Loan B Commitments of
all Banks to the Borrower, but each Bank's Term Loan A and Term Loan B to the
Borrower shall never exceed its Term Loan A Commitment and Term Loan B
Commitment. The failure of any Bank to make a Term Loan shall not relieve any
other Bank of its obligations to make a Term Loan nor shall it impose any
additional liability on any other Bank hereunder. The Banks shall have no
obligation to make a Term Loan A after December 31, 2000 or to make a Term Loan
B after the Closing Date.


                                      -31-


The Term Loan Commitments are not revolving credit commitments, and the Borrower
shall not have the right to borrow, repay and reborrow under Section 3.1 [Term
Loan Commitments].

        3.3     COMMITMENT FEES.

        Accruing from the date hereof until December 31, 2000, the Borrower
agrees to pay to the Agent for the account of each Bank, as consideration for
such Bank's Term Loan A Commitment hereunder, a nonrefundable commitment fee
(the "TERM LOAN A COMMITMENT FEE") equal to (a) from the date hereof until the
Term Loans A outstanding equal or exceed $50,000,000, 3/4% per annum (computed
on the basis of a year of 365 or 366 days, as the case may be, and actual days
elapsed) on the average daily difference between the amount of (i) such Bank's
Term Loan A Commitment and (ii) the sum of such Bank's Term Loan A then
outstanding and (b) from the date on which the Term Loans A outstanding equal or
exceed $50,000,000 until December 31, 2000, 1/2% per annum (computed on the
basis of a year of 365 or 366 days, as the case may be, and actual days elapsed)
on the average daily difference between the amount of (i) such Bank's Term Loan
A Commitment and (ii) the sum of such Bank's Term Loan A then outstanding. All
Commitment Fees shall be payable in arrears on the last Business Day of each
June, September and December after the date hereof or upon acceleration of the
Notes.

        3.4     TERM LOAN A REQUESTS.

        Except as otherwise provided herein, the Borrower may from time to time
prior to December 31, 2000, request the Banks to make Term Loans A by delivering
to the Agent, not later than 11:00 a.m., Pittsburgh time, (i) three (3) Business
Days prior to the proposed Borrowing Date with respect to the making of Term
Loans A to which the Euro-Rate Option applies; and (ii) on the proposed
Borrowing Date with respect to the making of Term Loans A to which the Base Rate
Option Applies, of a duly completed request therefor substantially in the form
of Exhibit 3.4 or a request by telephone immediately confirmed in writing by
letter, facsimile or telex in such form (each, a "Term Loan A Loan Request"), it
being understood that the Agent may rely on the authority of any individual
making such a telephonic request without the necessity of receipt of such
written confirmation. Each Term Loan A Request shall be irrevocable and shall
specify (i) the proposed Borrowing Date; (ii) the aggregate amount of the
proposed Loans comprising each Borrowing Tranche, which shall be not less than
$3,000,000 for each Borrowing Tranche to which the Euro-Rate Option applies and
not less than the lesser of $1,000,000 or the maximum amount available for
Borrowing Tranches to which the Base Rate Option applies; (iii) whether the
Euro-Rate Option or Base Rate Option shall apply to the proposed Loans
comprising the applicable Borrowing Tranche; and (iv) in the case of a Borrowing
Tranche to which the Euro-Rate Option applies, an appropriate Euro-Rate Interest
Period for the Loans comprising such Borrowing Tranche.


                                      -32-



        3.5     MAKING TERM LOANS A.

        The Agent shall, promptly after receipt by it of a Term Loan A Loan
Request pursuant to Section 3.4 [Term Loan A Requests], notify the Banks of its
receipt of such Term Loan A Request specifying: (i) the proposed Borrowing Date
and the time and method of disbursement of the Term Loans A requested thereby;
(ii) the amount and type of each such Term Loans A and the applicable Euro-Rate
Interest Period (if any); and (iii) the apportionment among the Banks of such
Term Loans A as determined by the Agent in accordance with Section 3.2 [Nature
of Banks' Obligations]. Each Bank shall remit the principal amount of each Term
Loan A to the Agent such that the Agent is able to, and the Agent shall, to the
extent the Banks have made funds available to it for such purpose and subject to
Section 7.2 [Each Additional Loan], fund such Term Loans A to the Borrower in
U.S. Dollars and immediately available funds at the Principal Office prior to
2:00 p.m., Pittsburgh time, on the applicable Borrowing Date, PROVIDED that if
any Bank fails to remit such funds to the Agent in a timely manner, the Agent
may elect in its sole discretion to fund with its own funds the Term Loan A of
such Bank on such Borrowing Date, and such Bank shall be subject to the
repayment obligation in Paragraph 16 of EXHIBIT 10.

        3.6     TERM LOAN NOTES.

        The Obligation of the Borrower to repay the unpaid principal amount of
the Term Loans made to it by each Bank, together with interest thereon, shall be
evidenced by a Term Note A and a Term Note B, payable to the order of each Bank
in a face amount equal to the Term Loan A and the Term Loan B of such Bank.

        The principal amount of the Term Loans A shall be payable as follows:



                                                                   TERM LOANS A
             REPAYMENT DATE                                    (QUARTERLY PAYMENT*)
             --------------                                    --------------------
                                                            
Last Business Day of March, June, September and
December, 2001                                                        2.50%

Last Business Day of March, June, September and
December, 2002                                                        3.00%

Last Business Day of March, June, September and
December, 2003                                                        4.50%

Last Business Day of March, June, September and
December, 2004                                                        6.25%

Last Business Day of March, June, September and
December, 2005                                                        8.75%

TOTAL                                                                  100%



                                      -33-


*Each quarterly payment is expressed as a percentage of the principal amount of
the Term Loans A outstanding on December 31, 2000.

The outstanding principal and all accrued and unpaid interest with respect to
the Term Loans A, if not sooner paid or due and payable, shall be payable on the
last Business Day of December 2005.

        The principal amount of the Term Loans B shall be payable as follows:



                                                                   TERM LOANS B
             REPAYMENT DATE                                    (QUARTERLY PAYMENT)
             --------------                                    -------------------
                                                            
Last Business Day of June, September, December, 2000
and March, 2001                                                      $250,000

Last Business Day of June, September, December, 2001
and March, 2002                                                      $250,000

Last Business Day of June, September, December, 2002
and March, 2003                                                      $250,000

Last Business Day of June, September, December, 2003
and March, 2004                                                      $250,000

Last Business Day of June, September, December, 2004
and March, 2005                                                      $250,000

Last Business Day of June, September, December, 2005
and March, 2006                                                   $11,875,000

Last Business Day of June, September, December, 2006
and March, 2007                                                   $11,875,000

TOTAL                                                            $100,000,000


The outstanding principal and all accrued and unpaid interest with respect to
the Term Loans B, if not sooner paid or due and payable, shall be payable on the
last Business Day of March 2007.

        3.7     USE OF PROCEEDS.

        The proceeds of the Term Loans A shall be used to refinance a portion of
the Term Loans outstanding under the Original Credit Agreement and to finance
Permitted Acquisitions (and related fees and expenses) on or before December 31,
2000 in accordance with Section 8.1.10 [Use of Proceeds]. The proceeds of the
Term Loans B shall be used to refinance $100,000,000 of the Term Loans
outstanding under the Original Credit Agreement and in accordance with Section
8.1.10 [Use of Proceeds].


                                      -34-


                4.      INTEREST RATES

        4.1     INTEREST RATE OPTIONS.

        The Borrower shall pay interest in respect of the outstanding unpaid
principal amount of the Loans as selected by it from the Base Rate Option or
Euro-Rate Option set forth below applicable to the Loans, it being understood
that, subject to the provisions of this Agreement, the Borrower may select
different Interest Rate Options and different Euro-Rate Interest Periods to
apply simultaneously to the Loans comprising different Borrowing Tranches and
may convert to or renew one or more Interest Rate Options with respect to all or
any portion of the Loans comprising any Borrowing Tranche, PROVIDED that there
shall not be at any one time outstanding more than fifteen (15) Borrowing
Tranches in the aggregate among all of the Loans. If at any time the designated
rate applicable to any Loan made by any Bank exceeds such Bank's highest lawful
rate, the rate of interest on such Bank's Loan shall be limited to such Bank's
highest lawful rate.

                        4.1.1   REVOLVING CREDIT INTEREST RATE OPTIONS.

        The Borrower shall have the right to select from the following Interest
Rate Options applicable to the Revolving Credit Loans:

                                (i)     REVOLVING CREDIT BASE RATE OPTION: A
fluctuating rate per annum (computed on the basis of a year of 365 or 366 days,
as the case may be, and actual days elapsed) equal to the Base Rate plus the
Applicable Margin, such interest rate to change automatically from time to time
effective as of the effective date of each change in the Base Rate; or

                                (ii)    REVOLVING CREDIT EURO-RATE OPTION: A
rate per annum (computed on the basis of a year of 360 days and actual days
elapsed) equal to the Euro-Rate plus the Applicable Margin.

                        4.1.2   TERM LOAN INTEREST RATE OPTIONS.

        The Borrower shall have the right to select from the following Interest
Rate Options applicable to the Term Loans:

                                (i)     TERM LOAN A BASE RATE OPTION: A
fluctuating rate per annum (computed on the basis of a year of 365 or 366 days,
as the case may be, and actual days elapsed) equal to the Base Rate plus the
Applicable Margin, such interest rate to change automatically from time to time
effective as of the effective date of each change in the Base Rate;

                                (ii)    TERM LOAN A EURO-RATE OPTION: A rate per
annum (computed on the basis of a year of 360 days and actual days elapsed)
equal to the Euro-Rate plus the Applicable Margin;


                                      -35-


                                (iii)   TERM LOAN B BASE RATE OPTION: A
fluctuating rate per annum (computed on the basis of a year of 365 or 366 days,
as the case may be, and actual days elapsed) equal to the Base Rate plus 250
basis points, such interest rate to change automatically from time to time
effective as of the effective date of each change in the Base Rate; or

                                (iv)    TERM LOAN B EURO-RATE OPTION: A rate per
annum (computed on the basis of a year of 360 days and actual days elapsed)
equal to the Euro-Rate plus 400 basis points.

                4.1.3   RATE QUOTATIONS.

                The Borrower may call the Agent on or before the date on which a
Loan Request is to be delivered to receive an indication of the rates then in
effect, but it is acknowledged that such projection shall not be binding on the
Agent or the Banks nor affect the rate of interest which thereafter is actually
in effect when the election is made.

        4.2     INTEREST PERIODS.

        At any time when the Borrower shall select, convert to or renew a
Euro-Rate Option, the Borrower shall notify the Agent thereof at least three (3)
Business Days prior to the effective date of such Euro-Rate Option by delivering
a Loan Request. The notice shall specify the Euro-Rate Interest Period during
which such Interest Rate Option shall apply, such Interest Period to be (i) one
Month if the Borrower selects the Euro-Rate Option during the Syndications
Period, and (ii) one, two, three or six Months if the Borrower selects the
Euro-Rate Option after the Syndications Period has ended. The following
provisions shall apply to any selection of, renewal of, or conversion to a
Euro-Rate Option:

                4.2.1   AMOUNT OF BORROWING TRANCHE.

        each Borrowing Tranche of Euro-Rate Loans shall be in integral multiples
of $250,000 and not less than $500,000;

                4.2.2   RENEWALS.

        in the case of the renewal of a Euro-Rate Option at the end of an
Euro-Rate Interest Period, the first day of the new Euro-Rate Interest Period
shall be the last day of the preceding Euro-Rate Interest Period, without
duplication in payment of interest for such day.

        4.3     INTEREST AFTER DEFAULT.

        To the extent permitted by Law, (i) upon the occurrence of an Event of
Default under Section 9.1.1, 9.1.3, 9.1.14 or 9.1.15 and until such time such
Event of Default shall have been cured or waived, or (ii) with the consent of
the Required Banks upon the occurrence of any



                                      -36-



Event of Default other than as set forth in clause (i) above that has not been
cured or waived within thirty (30) days after the occurrence of such Event of
Default:

                        4.3.1   LETTER OF CREDIT FEES, INTEREST RATE.

                        the Letter of Credit Fees and the rate of interest for
each Loan otherwise applicable pursuant to EXHIBIT 2.8 or Section 4.1 [Interest
Rate Options], respectively, shall be increased by two percent (2%) per annum;
and

                        4.3.2   OTHER OBLIGATIONS.

                        each other Obligation hereunder if not paid when due (or
in the case of expenses and indemnities, within 30 days after demand) shall bear
interest at a rate per annum equal to the sum of the rate of interest applicable
under the Revolving Credit Base Rate Option plus an additional two percent (2%)
per annum from the time such Obligation becomes due and payable and until it is
paid in full.

                        4.3.3   ACKNOWLEDGMENT.

                        The Borrower acknowledges that the increase in rates
referred to in this Section 4.3 reflects, among other things, the fact that such
Loans or other amounts have become a substantially greater risk given their
default status and that the Banks are entitled to additional compensation for
such risk; and all such interest shall be payable by Borrower upon demand by
Agent.

                4.4     EURO-RATE UNASCERTAINABLE; ILLEGALITY.

                        4.4.1   EURO-RATE UNASCERTAINABLE.

                        If any Bank reasonably determines (which determination
shall be final and conclusive) that, by reason of circumstances affecting the
interbank eurodollar market generally, deposits in dollars (in the applicable
amounts) are not being offered to banks in the interbank eurodollar market for
the selected term, or adequate means do not exist for ascertaining the
Euro-Rate, then such Bank shall give notice thereof to the Agent, and the Agent
shall give notice thereof to the Borrower and the other Banks. Thereafter, until
the Agent notifies the Borrower and the Banks that the circumstances giving rise
to such suspension no longer exist, (a) the availability of the Euro-Rate Option
shall be suspended, and (b) the interest rate for all Borrowing Tranches then
bearing interest under the Euro-Rate Option shall be converted at the expiration
of the then current Euro-Rate Interest Periods to the Base Rate Option.

                        4.4.2   ILLEGALITY.

                        If, after the date of this Agreement, any Bank shall
reasonably determine (which determination shall be final and conclusive) that
any enactment, promulgation or


                                      -37-


adoption of or any change in any applicable law, rule or regulation, or any
change in the interpretation or administration thereof by a governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by such Bank with any guideline, request
or directive (whether or not having the force of law) of any such authority,
central bank or comparable agency shall make it unlawful or impossible for such
Bank to make or maintain or fund loans under the Euro-Rate Option, such Bank
shall notify the Borrower and the other Banks. Upon receipt of such notice,
until such Bank notifies the Borrower and the other Banks that the circumstances
giving rise to such determination no longer apply, (a) the availability of the
Euro-Rate Option shall be suspended, and (b) the interest rate on all Borrowing
Tranches then bearing interest under the Euro-Rate Option shall be converted to
the Base Rate Option either (i) on the last day of the then current Euro-Rate
Interest Periods if such Bank may lawfully continue to maintain Loans under the
Euro-Rate Option to such day, or (ii) immediately if such Bank may not lawfully
continue to maintain Loans under the Euro-Rate Option.

        4.5     SELECTION OF INTEREST RATE OPTIONS.

        If the Borrower fails to select a new Euro-Rate Interest Period to apply
to any Borrowing Tranche of Loans under the Euro-Rate Option at the expiration
of an existing Euro-Rate Interest Period applicable to such Borrowing Tranche in
accordance with the provisions of Section 4.2, the Borrower shall be deemed to
have converted such Borrowing Tranche to the Revolving Credit Base Rate Option
or Term Loan Base Rate Option, as applicable, commencing upon the last day of
the existing Euro-Rate Interest Period.

                5.      PAYMENTS

        5.1     PAYMENTS.

        All payments and prepayments to be made in respect of principal,
interest, Commitment Fees, Letter of Credit Fees, Agent's Fee or other fees or
amounts due from the Borrower hereunder shall be payable prior to 1:00 p.m.,
Pittsburgh time, on the date when due without presentment, demand, protest or
notice of any kind, all of which are hereby expressly waived by the Borrower,
and without set-off, counterclaim or other deduction of any nature, and an
action therefor shall immediately accrue. Such payments shall be made to the
Agent at the Principal Office for the ratable accounts of the Banks with respect
to the Loans in U.S. Dollars and in immediately available funds, and the Agent
shall promptly distribute such amounts to the Banks in immediately available
funds, PROVIDED that in the event payments are received by 1:00 p.m., Pittsburgh
time, by the Agent with respect to the Loans and such payments are not
distributed to the Banks on the same day received by the Agent, the Agent shall
pay the Banks the Federal Funds Effective Rate with respect to the amount of
such payments for each day held by the Agent and not distributed to the Banks.
The Agent's and each Bank's statement of account, ledger or other relevant
record shall, in the absence of manifest error, be conclusive as


                                      -38-


the statement of the amount of principal of and interest on the Loans and other
amounts owing under this Agreement and shall be deemed an "account stated."

        5.2     PRO RATA TREATMENT OF BANKS.

        Each borrowing shall be allocated to each Bank according to its Ratable
Share, and each selection of, conversion to or renewal of any Interest Rate
Option and each payment or prepayment by the Borrower with respect to principal,
interest, Commitment Fees, Letter of Credit Fees, or other fees (except for the
Agent's Fee) or amounts due from the Borrower hereunder to the Banks with
respect to the Loans, shall (except as provided in Section 4.4 [Euro-Rate
Unascertainable; Illegality], or Section 5.6 [Additional Compensation in Certain
Circumstances]) be made in proportion to the applicable Loans outstanding from
each Bank and, if no such Loans are then outstanding, in proportion to the
Ratable Share of each Bank.

        5.3     INTEREST PAYMENT DATES.

        Interest on Loans to which the Base Rate Option applies shall be due and
payable in arrears on the last Business Day of each June, September, December
and March after the date hereof and on the respective dates on which the Loans
mature or upon acceleration of the Notes. Interest on Loans to which the
Euro-Rate Option applies shall be due and payable on the last day of each
Euro-Rate Interest Period for those Loans and, if such Euro-Rate Interest Period
is longer than three (3) Months, also on the 90th day of such Euro-Rate Interest
Period. Interest on the principal amount of each Loan or other monetary
Obligation shall be due and payable on demand after such principal amount or
other monetary Obligation becomes due and payable (whether on the stated
maturity date, upon acceleration or otherwise).

        5.4     VOLUNTARY PREPAYMENTS.

                5.4.1   RIGHT TO PREPAY.

                The Borrower shall have the right at its option from time to
time to prepay the Loans in whole or part without premium or penalty (except as
provided in Section 5.6 [Additional Compensation in Certain Circumstances]):

                        (i)     at any time with respect to any Loan to which
the Base Rate Option applies,

                        (ii)    on the last day of the applicable Euro-Rate
Interest Period with respect to Loans to which a Euro-Rate Option applies,

                        (iii)   on the date specified in a notice by any Bank
pursuant to Section 4.4 [Euro-Rate Unascertainable, Etc.] with respect to any
Loan to which a Euro-Rate Option applies.


                                      -39-


                Whenever the Borrower desires to prepay any part of the Loans,
it shall provide a prepayment notice to the Agent by 1:00 p.m. at least one (1)
Business Day prior to the date of prepayment of Loans setting forth the
following information:

                (x)     the date, which shall be a Business Day, on which the
proposed prepayment is to be made;

                (y)     a statement indicating the application of the prepayment
between the Revolving Credit Loans and Term Loans; and

                (z)     the total principal amount of such prepayment, which
shall not be less than $500,000.

                All prepayment notices shall be irrevocable. The principal
amount of the Loans for which a prepayment notice is given shall be due and
payable on the date specified in such prepayment notice as the date on which the
proposed prepayment is to be made. All Term Loan prepayments permitted pursuant
to this Section 5.4.1 shall be applied pro rata between Term Loans A and Term
Loans B and, with respect to such payments made upon the Term Loans A and Term
Loans B, pro rata to the unpaid installments of principal. Except as provided in
Section 4.4 [Euro-Rate Unascertainable; Illegality], if the Borrower prepays a
Loan but fails to specify the applicable Borrowing Tranche which the Borrower is
prepaying, the prepayment shall be applied (i) first to Revolving Credit Loans
and then to Term Loans; and (ii) after giving effect to the allocations in
clause (i) above and in the preceding sentence, first to Loans to which the Base
Rate Option applies, then to Loans to which the Euro-Rate Option applies. Any
prepayment hereunder shall be subject to the Borrower's Obligation to indemnify
the Banks under Section 5.6.2 [Indemnity].

                5.4.2   VOLUNTARY REDUCTION OF REVOLVING CREDIT COMMITMENT.

                The Borrower shall have the right upon not less than three (3)
Business Days prior written notice to the Agent to irrevocably reduce the amount
of the Revolving Credit Commitment; PROVIDED that any such termination or
reduction of the Revolving Credit Commitment shall not be permitted if after
giving effect thereto and to any prepayment of the Revolving Credit Loans made
on the effective date of such reduction, the Revolving Facility Usage would
exceed the Revolving Credit Commitment then in effect. Any such reduction shall
be in a minimum amount of $500,000 or a whole multiple of $100,000 in excess
thereof and shall reduce permanently the Revolving Credit Commitment then in
effect.

        5.5     MANDATORY PREPAYMENTS.

                5.5.1   EXCESS CASH FLOW.

                Within one hundred twenty-five (125) days of each fiscal year
end of the Borrower (each, a "MANDATORY PREPAYMENT DATE"), the Borrower shall
make a mandatory


                                      -40-


prepayment of principal on the Term Loans as set forth below for the immediately
preceding fiscal year, subject to a credit for voluntary prepayments made
pursuant to Section 5.4 [Voluntary Prepayments] during the immediately preceding
fiscal year (each, a "MANDATORY PREPAYMENT OF EXCESS CASH FLOW"):



               LEVERAGE RATIO                                      MANDATORY PREPAYMENT
               --------------                                      --------------------
                                                              
Greater than 3.0                                                 75% of Excess Cash Flow

Less than or equal to 3.0 but greater than 2.5                   50% of Excess Cash Flow

Less than or equal to 2.5                                         0% of Excess Cash Flow


Each Mandatory Prepayment of Excess Cash Flow shall be applied as set forth
in Section 5.5.3. To the extent that a Mandatory Prepayment of Excess Cash Flow
exceeds the outstanding principal amount of the Term Loans, such prepayment
shall be limited to the amount necessary to prepay the Term Loans in full.

                5.5.2   SALE OF ASSETS; CASUALTY EVENT; SALE OF DEBT OR EQUITY
                        SECURITIES.

                (a)     Within ten (10) Business Days of any sale of assets
authorized by Section 8.2.7(v) [Disposition of Assets or Subsidiaries], the
Borrower shall make a mandatory prepayment of principal on the Term Loans equal
to the after-tax proceeds of such sale (as estimated in good faith by the
Borrower). All prepayments pursuant to this Section 5.5.2(a) shall be applied as
set forth in Section 5.5.3. Notwithstanding the foregoing, no prepayment shall
be required with respect to the (i) net proceeds from such sale of assets unless
such proceeds, exceed $500,000 in any fiscal year and then only to the extent of
such excess, (ii) net proceeds from sales of assets to the extent that the Loan
Parties establish a reserve in accordance with GAAP with respect to liabilities
related to such sale, and (iii) net proceeds from sales of assets if the
Borrower certifies to the Agent that it reasonably expects such net proceeds to
be used to purchase substitute or replacement assets for use in the business of
the Borrower or its Subsidiaries within twelve (12) months of the date of
disposition. In the case of item (ii), the Borrower shall make a mandatory
prepayment of the net proceeds established as a reserve at such time as the
reserve is discontinued and to the extent that such liabilities have not been
incurred by the Loan Parties, subject to the provision of clause (i). In the
case of item (iii), in the event that such purchase has not occurred within
twelve (12) months, the Borrower shall, subject to the provision of clause (i),
make a mandatory prepayment of all net proceeds not so expended.

                (b)     Within ten (10) Business Days of any Casualty Event by
the Borrower or any Subsidiary of the Borrower, the Borrower shall make a
mandatory prepayment of principal on the Term Loans equal to 100% of the net
proceeds of such Casualty Event. All prepayments pursuant to this Section
5.5.2(b) shall be applied as set forth in Section 5.5.3. Notwithstanding the
foregoing, no prepayment shall be required with respect to the (i) net


                                      -41-


proceeds from Casualty Events unless such proceeds exceed $500,000 in any fiscal
year and then only to the extent of such excess, and (ii) net proceeds from
Casualty Events if the Borrower certifies to the Agent that it reasonably
expects such net proceeds to be used to purchase substitute or replacement
assets for use in the business of the Borrower or its Subsidiaries within twelve
(12) months of the date of disposition. In the event that such purchase has not
occurred within twelve (12) months, the Borrower shall, subject to the provision
of clause (i) of the preceding sentence, make a mandatory prepayment of all net
proceeds not so expended.

                (c)     Within ten (10) Business Days of the sale of any debt
securities (other than Indebtedness permitted under Section 8.2.1) or any equity
securities, other than sales to management, directors, officers and employees of
the Loan Parties, the Borrower shall make a mandatory prepayment of principal of
the Term Loans equal to 100% (except, in the case of a public equity offering,
50%) of the net proceeds of such issuance of debt or equity securities or
contributions to capital (other than contributions to capital received from Bank
One Corporation, Saunders Karp & Megrue, Carlisle Enterprises or any wholly
owned Subsidiary of any of the foregoing entities or any other investor who
invests at the same time as any of the foregoing entities) (in each case after
deduction of brokerage fees and expenses directly relating to such sale or
issuance) as estimated in good faith by the Borrower. All prepayments pursuant
to this Section 5.5.2(c) shall be applied to the Term Loans in the same manner
set forth in Section 5.5.3.

                5.5.3   APPLICATION AMONG TERM LOANS AND INTEREST RATE OPTIONS.

                Mandatory prepayments will first be applied PRO RATA between
Term Loans A and Term Loans B, and with respect to such payments made upon the
Term Loans A and the Term Loans B, PRO RATA to the remaining scheduled
amortization payments thereunder; PROVIDED, notwithstanding the foregoing and
provided there are principal amounts outstanding under the Term Loans A, any
Bank with a Term Loan B outstanding shall have the right to decline to have any
mandatory prepayment applied to its Term Loan B, in which case that portion of
the mandatory prepayment which would have been paid to such declining Bank or
Banks with Term Loans B shall be applied to the Term Loans A outstanding pro
rata to the remaining scheduled amortization payments thereunder until paid in
full, then to the Term Loans B as provided for above. In the event that both the
Term Loans A and the Term Loans B are paid in full, the mandatory prepayment
shall be applied pro rata to the Revolving Credit Loans. Upon receipt of any
mandatory prepayment from the Borrower, the Agent shall give notice to the Banks
which hold Term Loans B, and in the event that any such Bank does not provide
notice to the Agent declining such payment within two (2) Business Day after
receipt of notice from the Agent, such Bank shall be deemed to have waived its
right to decline such mandatory prepayment with respect to its Term Loan B.

                All prepayments required pursuant to this Section 5.5 shall
first be applied among the Interest Rate Options to the principal amount of the
Loans subject to the Base Rate Option, then to Loans subject to a Euro-Rate
Option. In accordance with Section 5.6.2 [Indemnity], the Borrower shall
indemnify the Banks for any loss or expense, including loss of


                                      -42-


margin, incurred with respect to any such prepayments applied against Loans
subject to a Euro-Rate Option on any day other than the last day of the
applicable Euro-Rate Interest Period.

                5.5.4   BORROWING BASE EXCEEDED.

                Whenever the outstanding principal balance of the Revolving
Credit Loans plus the aggregate undrawn face amount of outstanding Letters of
Credit issued pursuant to Exhibit 2.8 exceed the Borrowing Base, the Borrower
shall make, within five (5) Business Days after the Borrower learns of such
excess and whether or not the Agent has given notice to such effect, a mandatory
payment of principal equal to the excess of the Revolving Facility Usage over
the Borrowing Base.

        5.6     ADDITIONAL COMPENSATION IN CERTAIN CIRCUMSTANCES.

                5.6.1   INCREASED COSTS OR REDUCED RETURN RESULTING FROM TAXES,
                        RESERVES, CAPITAL ADEQUACY REQUIREMENTS, EXPENSES, ETC.

                If any Law, guideline or interpretation or any change in any
Law, guideline or interpretation or application thereof by any Official Body
charged with the interpretation or administration thereof or compliance with any
request or directive (whether or not having the force of Law) of any central
bank or other Official Body:

                        (i)     subjects any Bank to any tax or changes the
basis of taxation with respect to this Agreement, the Notes, the Loans or
payments by the Borrower of principal, interest, Commitment Fees, or other
amounts due from the Borrower hereunder or under the Notes (except for taxes on
the net income of such Bank),

                        (ii)    imposes, modifies or deems applicable any
reserve, special deposit or similar requirement against credits or commitments
to extend credit extended by, or assets (funded or contingent) of, deposits with
or for the account of, or other acquisitions of funds by, any Bank, or

                        (iii)   imposes, modifies or deems applicable any
capital adequacy or similar requirement (A) against assets (funded or
contingent) of, or letters of credit, other credits or commitments to extend
credit extended by, any Bank, or (B) otherwise applicable to the obligations of
any Bank under this Agreement, and the result of any of the foregoing is to
increase the cost to, reduce the income receivable by, or impose any expense
(including loss of margin) upon any Bank with respect to this Agreement, the
Notes or the making, maintenance or funding of any part of the Loans (or, in the
case of any capital adequacy or similar requirement, to have the effect of
reducing the rate of return on any Bank's capital, taking into consideration
such Bank's customary policies with respect to capital adequacy) by an amount
which such Bank in its reasonable discretion deems to be material, such Bank
shall from time to time notify the Borrower and the Agent of the amount
determined in good faith (using any averaging and attribution methods employed
in good faith) by such Bank to be necessary to compensate such


                                      -43-


Bank for such increase in cost, reduction of income, additional expense or
reduced rate of return. Such notice shall set forth in reasonable detail the
basis for such determination. Such amount shall be due and payable by the
Borrower to such Bank twenty (20) Business Days after such notice is given.

                Unless a Bank gives notice to the Borrower within 180 days after
the Bank has incurred the increase in cost, reduction of income, additional
expense or reduced rate of return described in items (i) through (iii), the
amount due and payable by the Borrower shall be limited to the increase in cost,
reduction of income, additional expense or reduced rate of return incurred by
the Bank during the period of 180 days preceding such notice through the date of
such notice and after the date of such notice.

                5.6.2   INDEMNITY.

                In addition to the compensation required by Section 5.6.1
[Increased Costs, Etc.], the Borrower shall indemnify each Bank against all
liabilities, losses or expenses (including loss of margin, any loss or expense
incurred in liquidating or employing deposits from third parties and any loss or
expense incurred in connection with funds acquired by a Bank to fund or maintain
Loans subject to a Euro-Rate Option) which such Bank sustains or incurs as a
consequence of any

                        (i)     payment, prepayment, conversion or renewal of
any Loan to which a Euro-Rate Option applies on a day other than the last day of
the corresponding Euro-Rate Interest Period (whether or not such payment or
prepayment is mandatory, voluntary or automatic and whether or not such payment
or prepayment is then due),

                        (ii)    attempt by the Borrower to revoke (expressly, by
later inconsistent notices or otherwise) in whole or part any Loan Requests
under Section 2.4 [Revolving Credit Loan Requests], Section 3.4 [Term Loan A
Requests] or Section 4.2 or notice relating to prepayments under Section 5.4
[Voluntary Prepayments], or

                        (iii)   default by the Borrower in the performance or
observance of any covenant or condition contained in this Agreement or any other
Loan Document, including any failure of the Borrower to pay when due (by
acceleration or otherwise) any principal, interest, Commitment Fee or any other
amount due hereunder.

        If any Bank sustains or incurs any such loss or expense, it shall from
time to time notify the Borrower of the amount determined in good faith by such
Bank (which determination may include such assumptions, allocations of costs and
expenses and averaging or attribution methods as such Bank shall deem
reasonable) to be necessary to indemnify such Bank for such loss or expense.
Such notice shall set forth in reasonable detail the basis for such
determination. Such amount shall be due and payable by the Borrower to such Bank
twenty (20) Business Days after such notice is given.


                                      -44-



                        6. REPRESENTATIONS AND WARRANTIES

        6.1     REPRESENTATIONS AND WARRANTIES.

        The Loan Parties, jointly and severally, represent and warrant to the
Agent and each of the Banks as follows:

                6.1.1   ORGANIZATION AND QUALIFICATION.

                Each Loan Party and each Subsidiary of each Loan Party is a
corporation, partnership or limited liability company duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization. Each Loan Party and each Subsidiary of each Loan Party has the
lawful power to own or lease its properties and to engage in the business it
presently conducts or proposes to conduct. Each Loan Party and each Subsidiary
of each Loan Party is duly licensed or qualified and in good standing in each
jurisdiction listed on SCHEDULE 6.1.1 as of the date hereof and in all other
jurisdictions where the property owned or leased by it or the nature of the
business transacted by it or both makes such licensing or qualification
necessary, except where the failure to so qualify would not result in a Material
Adverse Change.

                6.1.2   CAPITALIZATION AND OWNERSHIP.

                As of the date of this Agreement, the authorized capital stock
of the Borrower consists of 125,000 shares of Series A preferred stock, 25,000
shares of Series B preferred stock and 1,500,000 shares of common stock, of
which 63,970.45 shares of Series A preferred stock and 762,032.75 shares of
common stock (referred to herein as the "SHARES") are issued and outstanding and
are owned as indicated on SCHEDULE 6.1.2. All of the Shares have been validly
issued and are fully paid and nonassessable. There are no options, warrants or
other rights outstanding to purchase any such shares except as indicated on
SCHEDULE 6.1.2.

                6.1.3   SUBSIDIARIES.

                SCHEDULE 6.1.3 states the name of each of the Borrower's
Subsidiaries, its jurisdiction of incorporation, its authorized capital stock,
the issued and outstanding shares (referred to herein as the "SUBSIDIARY
SHARES") and the owners thereof if it is a corporation, its outstanding
partnership interests (the "PARTNERSHIP INTERESTS") if it is a partnership and
its outstanding limited liability company interests, interests assigned to
managers thereof and the voting rights associated therewith (the "LLC
Interests") if it is a limited liability company. The Borrower and each
Subsidiary of the Borrower has good and valid title to all of the Subsidiary
Shares, Partnership Interests and LLC Interests it purports to own, free and
clear in each case of any Lien, other than Liens for taxes not yet due and
payable. All Subsidiary Shares, Partnership Interests and LLC Interests have
been validly issued, and all Subsidiary Shares are fully paid and nonassessable.
All capital contributions and other consideration required to be made or paid in
connection with the issuance of the Partnership Interests and LLC Interests have
been made or paid, as the case may be. There are no options, warrants or other
rights outstanding to purchase


                                      -45-


any such Subsidiary Shares, Partnership Interests or LLC Interests except as
indicated on SCHEDULE 6.1.3.

                6.1.4   POWER AND AUTHORITY.

                Each Loan Party has full power to enter into, execute, deliver
and carry out this Agreement and the other Loan Documents to which it is a
party, to incur the Indebtedness contemplated by the Loan Documents and to
perform its Obligations under the Loan Documents to which it is a party, and all
such actions have been duly authorized by all necessary proceedings on its part.

                6.1.5   VALIDITY AND BINDING EFFECT.

                This Agreement has been duly and validly executed and delivered
by each Loan Party, and each other Loan Document which any Loan Party is
required to execute and deliver on or after the date hereof will have been duly
executed and delivered by such Loan Party on the required date of delivery of
such Loan Document. This Agreement and each other Loan Document constitutes, or
will constitute, legal, valid and binding obligations of each Loan Party which
is or will be a party thereto on and after its date of delivery thereof,
enforceable against such Loan Party in accordance with its terms, except to the
extent that enforceability of any of such Loan Document may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforceability of creditors' rights generally or limiting the
right of specific performance.

                6.1.6   NO CONFLICT.

                Neither the execution and delivery of this Agreement or the
other Loan Documents by any Loan Party nor the consummation of the transactions
herein or therein contemplated or compliance with the terms and provisions
hereof or thereof by any of them will conflict with, constitute a default under
or result in any breach of (i) the terms and conditions of the certificate of
incorporation, bylaws, certificate of limited partnership, partnership
agreement, certificate of formation, limited liability company agreement or
other organizational documents of any Loan Party or (ii) any Law or any material
agreement or instrument or order, writ, judgment, injunction or decree to which
any Loan Party or any of its Subsidiaries is a party or by which it or any of
its Subsidiaries is bound or to which it is subject (except with respect to the
default or breach of material agreements as set forth on SCHEDULE 6.1.13 or
which would not result in a Material Adverse Change), or result in the creation
or enforcement of any Lien, charge or encumbrance whatsoever upon any property
(now or hereafter acquired) of any Loan Party or any of its Subsidiaries (other
than Liens granted under the Loan Documents).

                6.1.7   LITIGATION.

                There are no actions, suits, proceedings or investigations
pending or, to the knowledge of any Loan Party, threatened against such Loan
Party or any Subsidiary of such


                                      -46-


Loan Party at law or equity before any Official Body which individually or in
the aggregate may result in any Material Adverse Change. None of the Loan
Parties or any Subsidiaries of any Loan Party is in violation of any order,
writ, injunction or any decree of any Official Body which may result in any
Material Adverse Change.

                6.1.8   TITLE TO PROPERTIES.

                The real property owned or leased by each Loan Party and each
Subsidiary of each Loan Party is described on SCHEDULE 6.1.8. Each Loan Party
and each Subsidiary of each Loan Party has good title to or valid leasehold
interest in all material properties, assets and other rights which it purports
to own or lease or which are reflected as owned or leased on its books and
records, free and clear of all Liens and encumbrances except Permitted Liens,
and subject to the terms and conditions of the applicable leases. All material
leases of property are in full force and effect without the necessity for any
consent which has not previously been obtained upon consummation of the
transactions contemplated hereby.

                6.1.9   FINANCIAL STATEMENTS.

                        (i)     HISTORICAL STATEMENTS. The Borrower has
delivered to the Agent copies of audited year-end financial statements for the
Borrower as of the end of the most recent fiscal year (the "ANNUAL STATEMENTS").
In addition, the Borrower has delivered to the Agent copies of unaudited
consolidated interim financial statements for the Borrower and each of the
Founding Companies for the fiscal year to date as of March 31, 2000 (the
"INTERIM STATEMENTS") (the Annual and Interim Statements being collectively
referred to as the "HISTORICAL STATEMENTS"). The Borrower represents that the
Historical Statements were compiled from the books and records maintained by the
respective Founding Companies' management, are correct, complete and fairly
represent in all material respects the consolidated financial condition of the
respective Founding Companies and their Subsidiaries as of their dates and the
results of operations for the fiscal periods then ended and have been prepared
in accordance with GAAP consistently applied, subject (in the case of the
Interim Statements) to normal year-end audit adjustments and the absence of
footnotes.

                        (ii)    FINANCIAL PROJECTIONS. The Borrower has
delivered to the Agent the consolidated and consolidating financial projections
of the Borrower and its Subsidiaries (including each of the Founding Companies)
for the period 2000-2005 derived from various assumptions of the Borrower's
management and pro forma consolidated Historical Statements based on the
Historical Statements of the Founding Companies (the "FINANCIAL PROJECTIONS").
The Borrower represents that the assumptions on which the Financial Projections
are based were believed to be reasonable assumptions at the time of the
preparation of the Financial Projections.

                        (iii)   ACCURACY OF FINANCIAL STATEMENTS. None of the
Founding Companies, after giving effect to the acquisition of each of the
Founding Companies, has any material liabilities, contingent or otherwise, or
forward or long-term commitments that


                                      -47-


are not disclosed in the Historical Statements or in the notes thereto or which
have not been disclosed in writing to the Agent, and except as disclosed therein
there are no unrealized or anticipated losses from any commitments of the
Borrower or any Subsidiary of the Borrower which may cause a Material Adverse
Change. Since December 31, 1999, no Material Adverse Change has occurred.

                        6.1.10  USE OF PROCEEDS; MARGIN STOCK; SECTION 20
                                SUBSIDIARIES.

                                6.1.10.1 GENERAL.

                                The Loan Parties intend to use the proceeds of
the Loans in accordance with Sections 2.7, 3.7 and 8.1.10.

                                6.1.10.2 MARGIN STOCK.

                                None of the Loan Parties or any Subsidiaries of
any Loan Party engages or intends to engage principally, or as one of its
important activities, in the business of extending credit for the purpose of
purchasing or carrying margin stock (within the meaning of Regulation U). No
part of the proceeds of any Loan has been or will be used to purchase or carry
any margin stock or to extend credit to others for the purpose of purchasing or
carrying any margin stock or to refund Indebtedness originally incurred for such
purpose, or for any purpose which entails a violation of or which is
inconsistent with the provisions of the regulations of the Board of Governors of
the Federal Reserve System. None of the Loan Parties or any Subsidiary of any
Loan Party holds or intends to hold margin stock in such amounts that more than
25% of the reasonable value of the assets of any Loan Party or Subsidiary of any
Loan Party are or will be represented by margin stock.

                                6.1.10.3 SECTION 20 SUBSIDIARIES.

                                The Loan Parties do not intend to use and shall
not use any portion of the proceeds of the Loans, directly or indirectly, to
purchase during the underwriting period, or for thirty (30) days thereafter,
Ineligible Securities being underwritten by a Section 20 Subsidiary.

                        6.1.11  FULL DISCLOSURE.

                        Neither this Agreement nor any other Loan Document, nor
any certificate, statement, agreement or other documents furnished to the Agent
or any Bank in connection herewith or therewith, contains any untrue statement
of a material fact or omits to state a material fact necessary in order to make
the statements contained herein and therein, in light of the circumstances under
which they were made, not misleading. There is no fact known to any Loan Party
which materially adversely affects the business, property, assets, financial
condition, results of operations of any Loan Party or Subsidiary of any Loan
Party which has not been set forth in this Agreement or in the certificates,
statements, agreements or other documents


                                      -48-


furnished in writing to the Agent and the Banks prior to or at the date hereof
in connection with the transactions contemplated hereby.

                        6.1.12  TAXES.

                        All federal tax returns and material state, local and
other tax returns required to have been filed with respect to each Loan Party
and each Subsidiary of each Loan Party have been filed, and payment or adequate
provision has been made for the payment of all Federal and material state, local
and other taxes, fees, assessments and other material governmental charges which
have or may become due pursuant to said returns or to assessments received,
except to the extent that such taxes, fees, assessments and other charges are
being contested in good faith by appropriate proceedings diligently conducted
and for which such reserves or other appropriate provisions, if any, as shall be
required by GAAP shall have been made. There are no agreements or waivers
extending the statutory period of limitations applicable to any federal income
tax return of any Loan Party or Subsidiary of any Loan Party for any period.

                        6.1.13  CONSENTS AND APPROVALS.

                        Except for the filing of financing statements and the
Mortgages in the state and county filing offices, no consent, approval,
exemption, order or authorization of, or a registration or filing with, any
Official Body or any other Person is required by any Law or any agreement in
connection with the execution, delivery and carrying out of this Agreement and
the other Loan Documents by any Loan Party, except as listed on SCHEDULE 6.1.13
and except with respect to consents, the failure of which to obtain would not
result in a Material Adverse Change, all of which shall have been obtained or
made on or prior to the Closing Date except as otherwise indicated on SCHEDULE
6.1.13.

                        6.1.14  NO EVENT OF DEFAULT; COMPLIANCE WITH
                                INSTRUMENTS.

                        No event has occurred and is continuing and no condition
exists or will exist after giving effect to the borrowings or other extensions
of credit to be made on the Closing Date under or pursuant to the Loan Documents
which constitutes an Event of Default or Potential Default. None of the Loan
Parties or any Subsidiaries of any Loan Party is in violation of (i) any term of
its certificate of incorporation, bylaws, certificate of limited partnership,
partnership agreement, certificate of formation, limited liability company
agreement or other organizational documents or (ii) any material agreement or
instrument to which it is a party or by which it or any of its properties may be
subject or bound where such violation would constitute a Material Adverse
Change.

                        6.1.15  PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC.

                        Each Loan Party and each Subsidiary of each Loan Party
owns or possesses all the material patents, trademarks, service marks, trade
names, copyrights, licenses,


                                      -49-


registrations, franchises, permits and rights necessary to own and operate its
properties and to carry on its business as presently conducted and planned to be
conducted by such Loan Party or Subsidiary, without known possible, alleged or
actual conflict with the rights of others. All registered patents, trademarks,
service marks, trade names, copyrights and applications for any of the foregoing
of each Loan Party and each Subsidiary of each Loan Party are listed and
described on SCHEDULE 6.1.15.

                        6.1.16  SECURITY INTERESTS.

                        The Liens and security interests granted to the Agent
for the benefit of the Banks pursuant to the Collateral Assignment, the Patent,
Trademark and Copyright Security Agreement, the Pledge Agreement and the
Security Agreement in the Collateral (other than the Real Property) constitute
and will continue to constitute Prior Security Interests under the Uniform
Commercial Code as in effect in each applicable jurisdiction (the "UNIFORM
COMMERCIAL CODE") or other applicable Law entitled to all the rights, benefits
and priorities provided by the Uniform Commercial Code or such Law. The Loan
Parties party to each of the Loan Documents which grant Liens and security
interests to the Agent for the benefit of the Banks hereby acknowledge and agree
that all such Liens and security interests granted prior to the date hereof
continue to secure the Obligations, as such term is defined in this Agreement.
Upon the filing of financing statements relating to said security interests in
each office and in each jurisdiction where required in order to perfect the
security interests described above, taking possession of any stock certificates
or other certificates evidencing the Pledged Collateral and recordation of the
Patent, Trademark and Copyright Security Agreement in the United States Patent
and Trademark Office and United States Copyright Office, as applicable, all such
action as is necessary or advisable to establish such rights of the Agent will
have been taken, and there will be upon execution and delivery of the Collateral
Assignment, the Patent, Trademark and Copyright Security Agreement, the Pledge
Agreement and the Security Agreement, such filings and such taking of
possession, no necessity for any further action in order to preserve, protect
and continue such rights, except the filing of continuation statements with
respect to such financing statements in the manner required under applicable
state Law. All filing fees and other expenses in connection with each such
action have been or will be paid by the Borrower.

                        6.1.17  MORTGAGE LIENS.

                        The Liens granted to the Agent for the benefit of the
Banks pursuant to the Mortgages constitute valid first priority Liens under
applicable law, subject to Permitted Liens acceptable to the Agent. All such
action as will be necessary or advisable to establish such Liens of the Agent
and their priority as described in the preceding sentence will be taken at or
prior to the time required for such purpose, and there will be as of the date of
execution and delivery of the Mortgages no necessity for any further action in
order to protect, preserve and continue such Lien and such priority (other than
the recording of the Mortgages).


                                      -50-


                        6.1.18  STATUS OF THE PLEDGED COLLATERAL.

                        All the shares of capital stock, Partnership Interests
or LLC Interests included in the Pledged Collateral to be pledged pursuant to
the Pledge Agreement or the Collateral Assignment are or will be upon issuance
validly issued and nonassessable and owned beneficially and of record by the
pledgor free and clear of any Lien (other than Liens for taxes not yet due and
payable) or restriction on transfer, except as otherwise provided by the Pledge
Agreement or the Collateral Assignment and except as the right of the Banks to
dispose of the Shares, Partnership Interests or LLC Interests may be limited by
the Securities Act of 1933, as amended, and the regulations promulgated by the
Securities and Exchange Commission thereunder and by applicable state securities
laws. There are no shareholder, partnership, limited liability company or other
agreements or understandings with respect to the shares of capital stock,
Partnership Interests or LLC Interests included in the Pledged Collateral except
as described on SCHEDULE 6.1.18. The Loan Parties have delivered true and
correct copies of such partnership agreements and limited liability company
agreements to the Agent.

                        6.1.19  INSURANCE.

                        On the Closing Date and as of each date on which updates
are required to be delivered pursuant to Section 6.2, SCHEDULE 6.1.19 lists all
insurance policies and other bonds to which any Loan Party or Subsidiary of any
Loan Party is a party, all of which are valid and in full force and effect. Such
policies and bonds provide adequate coverage from reputable and financially
sound insurers in amounts sufficient to insure the assets and risks of each Loan
Party and each Subsidiary of each Loan Party in accordance with customary
business practice in the industry of the Loan Parties and their Subsidiaries.

                        6.1.20  COMPLIANCE WITH LAWS.

                        The Loan Parties and their Subsidiaries are in
compliance in all material respects with all applicable Laws (other than
Environmental Laws which are specifically addressed in Section 6.1.25
[Environmental Matters]) in all jurisdictions in which any Loan Party or
Subsidiary of any Loan Party is presently or will be doing business except where
the failure to do so would not constitute a Material Adverse Change.

                        6.1.21  MATERIAL CONTRACTS; BURDENSOME RESTRICTIONS.

                        On the Closing Date and as of each date on which updates
are required to be delivered pursuant to Section 6.2, SCHEDULE 6.1.21 lists all
material contracts relating to the business operations of each Loan Party and
each Subsidiary of any Loan Party, including all employee benefit plans and
Labor Contracts. All such material contracts are valid, binding and enforceable
upon such Loan Party or Subsidiary and each of the other parties thereto in
accordance with their respective terms (except to the extent that they terminate
in the ordinary course of business in accordance with their terms), and, as of
the Closing Date and as of each date when the updates are required to be
delivered, there is no material default thereunder, to the


                                      -51-


Loan Parties' knowledge, with respect to parties other than such Loan Party or
Subsidiary. None of the Loan Parties or their Subsidiaries is bound by any
contractual obligation, or subject to any restriction in any organization
document, or any requirement of Law which could result in a Material Adverse
Change.

                        6.1.22  INVESTMENT COMPANIES; REGULATED ENTITIES.

                        None of the Loan Parties or any Subsidiaries of any Loan
Party is an "investment company" registered or required to be registered under
the Investment Company Act of 1940 or under the "control" of an "investment
company" as such terms are defined in the Investment Company Act of 1940 and
shall not become such an "investment company" or under such "control." None of
the Loan Parties or any Subsidiaries of any Loan Party is subject to any other
Federal state statute or regulation limiting its ability to incur Indebtedness
for borrowed money.

                        6.1.23  PLANS AND BENEFIT ARRANGEMENTS.

                        Except as set forth on SCHEDULE 6.1.23 and with respect
to any Plan that is not maintained, sponsored or contributed to by the Borrower
or any Subsidiary of the Borrower but which could reasonably be expected to
result in any material liability to the Borrower or any Subsidiary of the
Borrower:

                                (i)     The Borrower and each other member of
the ERISA Group are in compliance in all material respects with any applicable
provisions of ERISA with respect to all Benefit Arrangements, Plans and
Multiemployer Plans. There has been no Prohibited Transaction with respect to
any Benefit Arrangement or any Plan or, to the best knowledge of the Borrower,
with respect to any Multiemployer Plan or Multiple Employer Plan. The Borrower
and all other members of the ERISA Group have made when due any and all payments
required to be made under any agreement relating to a Multiemployer Plan or a
Multiple Employer Plan or any Law pertaining thereto. With respect to each Plan
and Multiemployer Plan, the Borrower and each other member of the ERISA Group
(i) have fulfilled in all material respects their obligations under the minimum
funding standards of ERISA, (ii) have not incurred any liability to the PBGC,
and (iii) have not had asserted against them any penalty for failure to fulfill
the minimum funding requirements of ERISA.

                                (ii)    To the best of the Borrower's knowledge,
each Multiemployer Plan and Multiple Employer Plan is able to pay benefits
thereunder when due.

                                (iii)   Neither the Borrower nor any other
member of the ERISA Group has instituted or intends to institute proceedings to
terminate any Plan.

                                (iv)    No event requiring notice to the PBGC
under Section 302(f)(4)(A) of ERISA has occurred or is reasonably expected to
occur with respect to


                                      -52-


any Plan, and no amendment with respect to which security is required under
Section 307 of ERISA has been made or is reasonably expected to be made to any
Plan.

                                (v)     The aggregate actuarial present value of
all benefit liabilities (whether or not vested) under each Plan, determined on a
plan termination basis, as disclosed in, and as of the date of, the most recent
actuarial report for such Plan, does not exceed the aggregate fair market value
of the assets of such Plan.

                                (vi)    Neither the Borrower nor any other
member of the ERISA Group has incurred or reasonably expects to incur any
material withdrawal liability under ERISA to any Multiemployer Plan or Multiple
Employer Plan. Neither the Borrower nor any other member of the ERISA Group has
been notified by any Multiemployer Plan or Multiple Employer Plan that such
Multiemployer Plan or Multiple Employer Plan has been terminated within the
meaning of Title IV of ERISA and, to the best knowledge of the Borrower, no
Multiemployer Plan or Multiple Employer Plan is reasonably expected to be
reorganized or terminated, within the meaning of Title IV of ERISA.

                                (vii)   To the extent that any Benefit
Arrangement is insured, the Borrower and all other members of the ERISA Group
have paid when due all premiums required to be paid for all periods through the
Closing Date. To the extent that any Benefit Arrangement is funded other than
with insurance, the Borrower and all other members of the ERISA Group have made
when due all contributions required to be paid for all periods through the
Closing Date.

                                (viii)  All Plans, Benefit Arrangements and
Multiemployer Plans have been administered in accordance with their terms and
applicable Law.

                        6.1.24  EMPLOYMENT MATTERS.

                        Each of the Loan Parties and each of their Subsidiaries
is in compliance with the Labor Contracts and all applicable federal, state and
local labor and employment Laws including those related to equal employment
opportunity and affirmative action, labor relations, minimum wage, overtime,
child labor, medical insurance continuation, worker adjustment and relocation
notices, immigration controls and worker and unemployment compensation, where
the failure to comply would constitute a Material Adverse Change. There are no
outstanding grievances, arbitration awards or appeals therefrom arising out of
the Labor Contracts or current or threatened strikes, picketing, handbilling or
other work stoppages or slowdowns at facilities of any of the Loan Parties or
any of their Subsidiaries which in any case would constitute a Material Adverse
Change. The Borrower has delivered to the Agent true and correct copies of each
of the Labor Contracts, including the employment agreements for senior
management of the Borrower but excluding other employment contracts.


                                      -53-


                        6.1.25  ENVIRONMENTAL MATTERS.

                        Except as disclosed on SCHEDULE 6.1.25:

                                (i)     None of the Loan Parties or any
Subsidiary has received any Environmental Complaint and has no reason to believe
that it might receive an Environmental Complaint except for any such
Environmental Complaint(s) individually or in the aggregate which, adversely
resolved, would not result in a Material Adverse Change.

                                (ii)    No activity of the Loan Parties or any
Subsidiary at the Property is being or has been conducted in violation of any
Environmental Law, and to the knowledge of Loan Parties, no activity of any
prior owner or operator of the Property was conducted in violation of any
Environmental Laws except for any such violation which would not result in a
Material Adverse Change.

                                (iii)   There are no Regulated Substances
present on, in, under, or emanating from, or to Loan Parties' knowledge
emanating to, the Property or any portion thereof which result in Contamination.

                                (iv)    Each Loan Party and each of the Loan
Parties' Subsidiaries has all Required Environmental Permits, except to the
extent the failure to possess would not result in a Material Adverse Change, and
all such Required Environmental Permits are in full force and effect.

                                (v)     Each Loan Party and each of the Loan
Parties' Subsidiaries has submitted all Required Environmental Reports which
pursuant to Environmental Laws it is required to submit to an Official Body, and
Borrower maintains all Required Environmental Reports which pursuant to
Environmental Laws it is required to maintain except for such of the foregoing
the failure to submit or maintain which would not result in a Material Adverse
Change.

                                (vi)    To the knowledge of Loan Parties, no
facility or site to which Borrower, either directly or indirectly by a third
party, has sent Regulated Substances for storage, treatment, disposal or other
management has been or is being operated in violation of Environmental Laws or
pursuant to Environmental Laws is identified or proposed to be identified on any
list of contaminated properties or other properties which pursuant to
Environmental Laws are the subject of an investigation or remediation action by
an Official Body.

                                (vii)   No portion of the Property is identified
or to the Loan Parties' knowledge proposed to be identified on any list of
contaminated properties or other properties which pursuant to Environmental Laws
are the subject of an investigation or remediation action by an Official Body.


                                      -54-


                                (viii)  No portion of the Property constitutes
an Environmentally Sensitive Area.

                                (ix)    No lien or other encumbrance authorized
by Environmental Laws exists against the Property, and the Loan Parties have no
reason to believe that such a lien or encumbrance may be imposed.

                        6.1.26  YEAR 2000.

                        The Loan Parties and their Subsidiaries have reviewed
the areas within their business and operations which could be adversely affected
by, and have developed or are developing a program to address on a timely basis,
the risk that certain computer applications used by the Loan Parties and their
Subsidiaries (or, to the knowledge of the Loan Parties, any of their respective
material suppliers, customers or vendors) may be unable to recognize and perform
properly date-sensitive functions involving dates prior to and after December
31, 1999 (the "YEAR 2000 PROBLEM"). The Year 2000 Problem will not result in any
Material Adverse Change.

                        6.1.27  SENIOR DEBT STATUS.

                        The Obligations of each Loan Party under this Agreement,
the Notes, the Guaranty Agreement each of the other Loan Documents and, if
provided by a Bank, the Interest Rate Protection Agreement, to which it is a
party do rank and will rank at least PARI PASSU in priority of payment with all
other Indebtedness of such Loan Party except Indebtedness of such Loan Party to
the extent secured by Permitted Liens. There is no Lien upon or with respect to
any of the properties or income of any Loan Party or Subsidiary of any Loan
Party which secures indebtedness or other obligations of any Person except for
Permitted Liens.

        6.2     UPDATES TO SCHEDULES.

        Except for SCHEDULE 6.1.2, upon the closing of each Permitted
Acquisition and each date for the delivery of the quarterly and annual financial
statements of the Borrower pursuant to EXHIBIT 8.3, the Borrower shall provide
the Agent in writing with such revisions or updates to the Schedules as may be
necessary or appropriate to update or correct same. Except for informational
changes made to the schedules with such revisions or updates which do not affect
the substance of the representations made by the Loan Parties, no breach of
warranty or representation resulting from the inaccuracy or incompleteness of
any such Schedule shall be deemed to have been cured by such revisions or
updates. The Borrower shall update SCHEDULE 6.1.2 in connection with any
Permitted Acquisition where the consideration includes capital stock issued by
the Borrower.


                                      -55-


        7.      CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT

        The obligation of each Bank to make Loans and of the Agent to issue
Letters of Credit hereunder is subject to (i) the performance by each of the
Loan Parties of its Obligations to be performed hereunder at or prior to the
making of any such Loans or issuance of such Letters of Credit and (ii) to the
satisfaction of the following further conditions being met in connection with
the Banks' financing of each Permitted Acquisition:

                7.1     LOANS AND LETTERS OF CREDIT ON THE CLOSING DATE AND IN
                        CONNECTION WITH PERMITTED ACQUISITIONS.

                On the Closing Date and, unless otherwise set forth herein, on
the date of each Permitted Acquisition:

                        7.1.1   OFFICER'S CERTIFICATE.

                        The representations and warranties of each of the Loan
Parties contained in Section 6 and in each of the other Loan Documents shall be
true and accurate on and as of the Closing Date and the date of each Permitted
Acquisition with the same effect as though such representations and warranties
had been made on and as of such date (except representations and warranties
which relate solely to an earlier date or time, which representations and
warranties shall be true and correct on and as of the specific dates or times
referred to therein), and each of the Loan Parties shall have performed and
complied with all covenants and conditions hereof and thereof; no Event of
Default or Potential Default shall have occurred and be continuing or shall
exist; and there shall be delivered to the Agent for the benefit of each Bank a
certificate of each of the Loan Parties, dated the Closing Date or the date of
each Permitted Acquisition, as applicable, and signed by the Chief Executive
Officer, President or Chief Financial Officer of each of the Loan Parties, to
each such effect.

                        7.1.2   SECRETARY'S CERTIFICATE.

                        There shall be delivered to the Agent for the benefit of
each Bank a certificate dated the Closing Date or the date of each Permitted
Acquisition, as applicable, and signed by the Secretary or an Assistant
Secretary of each of the Loan Parties executing and delivering Loan Documents on
such dates, certifying as appropriate as to:

                                (i)     all required action taken by each Loan
Party in connection with this Agreement and the other Loan Documents;

                                (ii)    the names of the officer or officers
authorized to sign this Agreement and the other Loan Documents and the true
signatures of such officer or officers and specifying the officers authorized to
act on behalf of each Loan Party for purposes of this Agreement and the true
signatures of such officers, on which the Agent and each Bank may conclusively
rely; and


                                      -56-


                                (iii)   copies of its organizational documents,
including its certificate of incorporation, bylaws, certificate of limited
partnership, partnership agreement, certificate of formation, and limited
liability company agreement as in effect on the Closing Date certified by the
appropriate state official where such documents are filed in a state office
together with certificates from the appropriate state officials as to the
continued existence and good standing of each Loan Party in each state where
organized or qualified to do business.

                        7.1.3   DELIVERY OF LOAN DOCUMENTS.

                        The Collateral Assignment, Guaranty Agreement, Guarantor
Joinder (if applicable), Indemnity (if applicable), Mortgage (if applicable),
Notes, Patent, Trademark and Copyright Security Agreement, Pledge Agreement,
Intercompany Subordination Agreement, Management Fee Subordination Agreement and
Security Agreement shall have been duly executed and delivered to the Agent for
the benefit of the Banks, together with all appropriate financing statements and
appropriate stock powers and certificates evidencing the Shares, the Partnership
Interests and the LLC Interests.

                        7.1.4   OPINION OF COUNSEL.

                        There shall be delivered to the Agent for the benefit of
each Bank a written opinion of Kirkland & Ellis, counsel for the Loan Parties or
such other counsel as may be acceptable to the Agent, dated the Closing Date or
the date of each Permitted Acquisition, as applicable, and in form and substance
satisfactory to the Agent and its counsel:

                                (i)     as to the matters set forth in EXHIBIT
7.1.4; and

                                (ii)    as to such other matters incident to the
transactions contemplated herein as the Agent may reasonably request.

                        7.1.5   LEGAL DETAILS.

                        All legal details and proceedings in connection with the
transactions contemplated by this Agreement and the other Loan Documents shall
be in form and substance satisfactory to the Agent and counsel for the Agent,
and the Agent shall have received all such other counterpart originals or
certified or other copies of such documents and proceedings in connection with
such transactions, in form and substance satisfactory to the Agent and said
counsel, as the Agent or said counsel may reasonably request.

                        7.1.6   PAYMENT OF FEES.

                        The Borrower shall have paid or caused to be paid to the
Agent for itself and for the account of the Banks to the extent not previously
paid all other commitment and other fees accrued through the Closing Date or the
date of the Permitted Acquisition, as applicable, and the costs and expenses for
which the Agent and the Banks are entitled to be reimbursed.


                                      -57-


                        7.1.7   SOLVENCY.

                        The Borrower shall have delivered to the Agent, on or
prior to the Closing Date and the date of each Permitted Acquisition, as
applicable, a certificate from the Chief Financial Officer or the Chief
Executive Officer of Borrower, in form and substance satisfactory to the Agent
in its reasonable discretion with respect to the solvency (on a consolidated
basis) of the Borrower and each Loan Party immediately after the consummation of
the transactions to occur on the Closing Date or the date of such Permitted
Acquisition, as applicable.

                        7.1.8   CONSENTS.

                        All material consents required to effectuate the
transactions contemplated hereby on the Closing Date and on the date of each
Permitted Acquisition, as applicable, as set forth on SCHEDULE 6.1.13, shall
have been obtained.

                        7.1.9   OFFICER'S CERTIFICATE REGARDING MACS.

                        Since December 31, 1999, no Material Adverse Change
shall have occurred; there shall have been delivered to the Agent for the
benefit of each Bank a certificate dated the Closing Date or the date of each
Permitted Acquisition, as applicable, signed by the Chief Executive Officer,
President or Chief Financial Officer of each Loan Party to each such effect.

                        7.1.10  NO VIOLATION OF LAWS.

                        The making of the Loans and the issuance of the Letters
of Credit shall not contravene any Law applicable to any Loan Party or any of
the Banks.

                        7.1.11  NO ACTIONS OR PROCEEDINGS.

                        No action, proceeding, investigation, regulation or
legislation shall have been instituted, or to the knowledge of any Loan Party,
threatened or proposed before any court, governmental agency or legislative body
to enjoin, restrain or prohibit, or to obtain damages in respect of, this
Agreement, the other Loan Documents or the consummation of the transactions
contemplated hereby or thereby or which, in the Agent's sole discretion, would
make it inadvisable to consummate the transactions contemplated by this
Agreement or any of the other Loan Documents.

                        7.1.12  INSURANCE POLICIES; CERTIFICATES OF INSURANCE;
                                ENDORSEMENTS.

                        The Loan Parties shall have delivered evidence
acceptable to the Agent in its reasonable discretion that adequate insurance in
compliance with Section 8.1.3 [Maintenance of Insurance] is in full force and
effect and that all premiums then due thereon have been paid,


                                      -58-


together with a certified copy of each Loan Party's casualty insurance policy or
policies evidencing coverage satisfactory to the Agent, with additional insured,
mortgagee and lender loss payable special endorsements attached thereto in form
and substance satisfactory to the Agent and its counsel naming the Agent as
additional insured, mortgagee and lender loss payee.

                        7.1.13  TITLE INSURANCE.

                        The Loan Parties shall deliver a title insurance policy
or policies or binder or binders in favor of the Agent for the benefit of the
Banks, in customary ALTA current mortgagee's form, in amounts not less than the
fair market value of any Real Property Collateral, with premiums paid thereon,
issued by a title insurance company acceptable to the Agent and insuring any
Mortgage as a valid first priority Lien upon the applicable Loan Parties' fee
simple title to, or leasehold interest in, the Real Property Collateral and all
improvements and all appurtenances thereto (including such easements and
appurtenances as may be required by the Agent), free and clear of any and all
defects and encumbrances whatsoever, subject only to such exceptions as may be
approved in writing by the Agent, with endorsements thereto as to such matters
as the Agent may designate.

                        7.1.14  EVIDENCE OF LIEN PRIORITY.

                        The Agent shall have received evidence in a form
acceptable to the Agent that subject to the exceptions noted in Section 6.16,
the Lien of the Banks on the Collateral constitutes a Prior Security Interest in
favor of the Banks and, in the case of a Mortgage, a valid and perfected first
priority Lien.

                        7.1.15  LANDLORD'S WAIVER.

                        The Loan Parties shall have delivered an executed
Landlord's Waiver in substantially the form of EXHIBIT 7.1.15 from the lessor
for each leased Collateral location, as listed on Schedule A to the Security
Agreement or shall evidence to the Agent that such Landlord's Waiver has been
sought from each applicable lessor and that the Loan Parties are using all
reasonable commercial efforts to obtain such Landlord's Waiver.

                        7.1.16  CONSUMMATION OF TRANSACTIONS.

                        On the date of closing of any Permitted Acquisition, the
transactions contemplated by the purchase agreement with respect to such
Permitted Acquisition shall have been consummated in all respects in accordance
with the terms thereof (without the waiver or amendment of any condition unless
consented to by the Agent). Each of the parties thereto shall have complied in
all respects with all covenants set forth in such purchase agreement (without
the waiver or amendment of any of the terms thereof unless consented to by the
Agent).


                                      -59-



                7.1.17  LIEN SEARCH.

                The Agent and the Banks shall have received the results of a
recent lien, tax and judgment search in each of the jurisdictions and offices
where assets of the Borrower and its Subsidiaries or each entity party to a
Permitted Acquisition, as applicable, with a value of $25,000 or more (excluding
registered motor vehicles) are located or recorded, and such search shall reveal
no liens on any of their assets except for liens permitted by the Loan Documents
or liens to be discharged in connection with the transactions contemplated
hereby.

                7.1.18  DUE DILIGENCE AND CONTINGENT LIABILITIES.

                The Agent and the Banks shall have completed all requested due
diligence with respect to the Borrower, its Subsidiaries and any entities party
to a Permitted Acquisition, as applicable, including without limitation, the
acquisition due diligence reports and the audits/reviews prepared by Ernst &
Young, LLP or other nationally recognized accounting firm, management background
checks, customer reference checks, site visits and environmental compliance
reports, and shall be reasonably satisfied as to the amount and nature of all
environmental, tax, ERISA, employment, retirement, benefit and other contingent
liabilities to which the Borrower, its Subsidiaries and any entities party to a
Permitted Acquisition may be subject.

                7.1.19  YEAR 2000.

                The Agent and the Banks shall be reasonably satisfied with all
arrangements and preparations by the Borrower and any entities party to a
Permitted Acquisition, as applicable, with respect to the Year 2000 Problem.

        7.2     EACH ADDITIONAL LOAN OR LETTER OF CREDIT.

        At the time of making any Loans or issuing any Letters of Credit (other
than Loans made or Letters of Credit issued on the Closing Date) and in
connection with the transactions contemplated by any Permitted Acquisition, and
after giving effect to the proposed extensions of credit: the representations
and warranties of the Loan Parties contained in Section 6 and in the other Loan
Documents shall be true on and as of the date of such additional Loan or Letter
of Credit with the same effect as though such representations and warranties had
been made on and as of such date (except representations and warranties which
expressly relate solely to an earlier date or time, which representations and
warranties shall be true and correct on and as of the specific dates or times
referred to therein) and the Loan Parties shall have performed and complied with
all covenants and conditions hereof; no Event of Default or Potential Default
shall have occurred and be continuing or shall exist; the making of the Loans or
issuance of such Letter of Credit shall not contravene any Law applicable to any
Loan Party or Subsidiary of any Loan Party or any of the Banks; and the Borrower
shall have delivered to the Agent a duly executed and completed Loan Request,
Term Loan A Request or application for a Letter of Credit, as the case may be.


                                      -60-


                                  8. COVENANTS

        8.1     AFFIRMATIVE COVENANTS.

        The Loan Parties, jointly and severally, covenant and agree that until
payment in full of the Loans, Reimbursement Obligations and Letter of Credit
Borrowings, and interest thereon, expiration or termination of all Letters of
Credit, satisfaction of all of the Loan Parties' other Obligations (other than
contingent Obligations for indemnification) under the Loan Documents and
termination of the Commitments, the Loan Parties shall comply at all times with
the following affirmative covenants:

                8.1.1   PRESERVATION OF EXISTENCE, ETC.

                Each Loan Party shall, and shall cause each of its Subsidiaries
to, maintain its legal existence as a corporation, limited partnership or
limited liability company and its license or qualification and good standing in
each jurisdiction in which its ownership or lease of property or the nature of
its business makes such license or qualification necessary, except as otherwise
expressly permitted in Section 8.2.6 [Liquidations, Mergers, Etc.] or except
where the failure to be so qualified would not result in a Material Adverse
Change.

                8.1.2   PAYMENT OF LIABILITIES, INCLUDING TAXES, ETC.

                Each Loan Party shall, and shall cause each of its Subsidiaries
to, duly pay and discharge all liabilities to which it is subject or which are
asserted against it, promptly as and when the same shall become due and payable,
including all taxes, assessments, governmental charges and claims of
subcontractors upon it or any of its properties, assets, income or profits,
prior to the date on which penalties attach thereto, except to the extent that
such liabilities, including taxes, assessments, governmental charges or claims
of subcontractors, are being contested in good faith and by appropriate and
lawful proceedings diligently conducted and for which such reserve or other
appropriate provisions, if any, as shall be required by GAAP shall have been
made, but only to the extent that failure to discharge any such liabilities
would not result in any additional liability which would result in a Material
Adverse Change or adversely affect to a material extent the Collateral, PROVIDED
that the Loan Parties and their Subsidiaries will pay all such liabilities
forthwith upon the commencement of proceedings to foreclose any Lien which may
have attached as security therefor.

                8.1.3   MAINTENANCE OF INSURANCE.

                Each Loan Party will maintain or cause to be maintained, with
financially sound and reputable insurers, public liability and property damage
insurance with respect to its business and properties and the business and
properties of its Subsidiaries against loss or damage of the kinds customarily
carried or maintained by Persons engaged in similar businesses in similar
locations and will deliver evidence thereof to Agent. The Loan Parties shall
cause, pursuant to endorsements and assignments in form and substance reasonably
satisfactory to


                                      -61-


Agent, the Agent, for the benefit of Agent and Banks, to be named as lender's
loss payee in the case of casualty insurance, Agent, for the benefit of Agent
and Banks, to be named as additional insured in the case of all liability
insurance and Agent, for the benefit of Agent and Banks, to be named as assignee
in the case of all business interruption insurance; PROVIDED, that
notwithstanding the foregoing, in the absence of a Potential Default or an Event
of Default, the Loan Parties may receive and retain proceeds from such casualty
policies to the extent that such proceeds are less than $500,000 or as permitted
or as otherwise permitted in accordance with Section 5.5.2(b).

                8.1.4   MAINTENANCE OF PROPERTIES AND LEASES.

                Each Loan Party shall, and shall cause each of its Subsidiaries
to, maintain in good repair, working order and condition (ordinary wear and tear
and casualty damage excepted) in accordance with the general practice of other
businesses of similar character and size, all of those properties necessary to
its business, and from time to time, such Loan Party will make or cause to be
made all appropriate repairs, renewals or replacements thereof.

                8.1.5   MAINTENANCE OF PATENTS, TRADEMARKS, ETC.

                Each Loan Party shall, and shall cause each of its Subsidiaries
to, maintain in full force and effect all patents, trademarks, service marks,
trade names, copyrights, licenses, franchises, permits and other authorizations
necessary for the ownership and operation of its properties and business if the
failure so to maintain the same would constitute a Material Adverse Change.

                8.1.6   VISITATION RIGHTS.

                Each Loan Party shall, and shall cause each of its Subsidiaries
to, permit any of the officers or authorized employees or representatives of the
Agent or any of the Banks to visit and inspect any of its properties and to
examine and make excerpts from its books and records and discuss its business
affairs, finances and accounts with its officers, all in such detail and at such
times and as often as any of the Banks may reasonably request, PROVIDED that
each Bank shall provide the Borrower and the Agent with reasonable notice prior
to any visit or inspection. In the event any Bank desires to visit and inspect
any Loan Party, such Bank shall make a reasonable effort to conduct such visit
and inspection contemporaneously with any visit and inspection to be performed
by the Agent.

                8.1.7   KEEPING OF RECORDS AND BOOKS OF ACCOUNT.

                The Borrower shall, and shall cause each Subsidiary of the
Borrower to, maintain and keep proper books of record and account which enable
the Borrower and its Subsidiaries to issue financial statements in accordance
with GAAP and as otherwise required by applicable Laws of any Official Body
having jurisdiction over the Borrower or any Subsidiary of the Borrower, and in
which full, true and correct entries shall be made in all material respects of
all its dealings and business and financial affairs.


                                      -62-


                8.1.8   PLANS AND BENEFIT ARRANGEMENTS.

                The Borrower shall, and shall cause each of its Subsidiaries to,
comply with ERISA, the Internal Revenue Code and other applicable Laws
applicable to Plans and Benefit Arrangements except where such failure, alone or
in conjunction with any other failure, would not result in a Material Adverse
Change. Without limiting the generality of the foregoing, the Borrower shall
cause all of its Plans and all Plans maintained by any of its Subsidiaries to be
funded in accordance with the minimum funding requirements of ERISA and shall
make, and cause each of its Subsidiaries to make, in a timely manner, all
contributions due to Plans, Benefit Arrangements and Multiemployer Plans.

                8.1.9   COMPLIANCE WITH LAWS.

                Each Loan Party shall, and shall cause each of its Subsidiaries
to, comply with all applicable Laws, including all Environmental Laws, in all
respects, PROVIDED that it shall not be deemed to be a violation of this Section
8.1.9 if any failure to comply with any Law would not result in fines,
penalties, remediation costs, other similar liabilities or injunctive relief
which in the aggregate would constitute a Material Adverse Change.

                8.1.10  USE OF PROCEEDS.

                The Loan Parties will use the Letters of Credit and the proceeds
of the Loans only to provide a portion of the proceeds required for the
acquisition of the Founding Companies and the Permitted Acquisitions, to pay
related fees and expenses and to fund working capital and general corporate
needs. The Loan Parties shall not use the Letters of Credit and the proceeds of
the Loans for any purpose which contravenes any applicable Law or any provision
hereof.

                8.1.11  FURTHER ASSURANCES.

                Each Loan Party shall, from time to time, at its expense,
faithfully preserve and protect the Agent's Lien on and Prior Security Interest
in the Collateral as a continuing first priority perfected Lien, subject only to
Permitted Liens, and shall do such other acts and things as the Agent in its
sole discretion may deem necessary or advisable from time to time in order to
preserve, perfect and protect the Liens granted under the Loan Documents and to
exercise and enforce its rights and remedies thereunder with respect to the
Collateral.

                8.1.12  SUBORDINATION OF INTERCOMPANY LOANS; MANAGEMENT FEES.

                Each Loan Party shall cause any intercompany Indebtedness, loans
or advances owed by any Loan Party to any other Loan Party to be subordinated
pursuant to the terms of the Intercompany Subordination Agreement. The Borrower
shall cause any fees and similar obligations to First Chicago Equity
Corporation, Carlisle 1999, L.P. and SKM Equity Fund II, L.P. and SKM Investment
Fund II (and any Affiliates of the foregoing) in connection with the


                                      -63-


First Chicago Equity Corporation's, Carlisle 1999, L.P.'s and Saunders, Karp &
Megrue's management of the Loan Parties (the "MANAGEMENT FEES") to be
subordinated to the Obligations pursuant to the Management Fee Subordination
Agreements. Management Fees shall not exceed $2,000,000 in the aggregate in any
fiscal year.

                8.1.13  INTEREST RATE PROTECTION.

                The Borrower shall have entered into an interest rate protection
agreement with a financial institution acceptable to the Agent (i) in an amount
equal to at least 50% of the Term Loans advanced by the Banks on or before the
Closing Date, and (ii) for such a period and with such other terms and
conditions as shall be acceptable to the Agent. Within thirty (30) days after
each of (a) September 30, 2000 and (b) December 31, 2000, the Borrower shall
enter into an interest rate protection agreement with a financial institution
acceptable to the Agent for a period of at least three (3) years (i) in an
amount equal to at least 50% of the Term Loans advanced by the Banks subsequent
to the Closing Date and through September 30, 2000 or December 31, 2000, as
applicable, and (ii) with such other terms and conditions as shall be acceptable
to the Agent. The interest rate protection agreements referenced above are
hereby defined collectively as the "INTEREST RATE PROTECTION AGREEMENT". Each of
the Banks and each Affiliate of a Bank which such Bank utilizes in connection
with any such Interest Rate Protection Agreement shall be acceptable to the
Agent for purposes of the preceding sentences. Documentation for the Interest
Rate Protection Agreement shall be in a standard International Swap Dealer
Association Agreement, shall provide for the method of calculating the
reimbursable amount of the provider's credit exposure in a reasonable and
customary manner, shall be reasonably satisfactory to the Agent and shall not
allow that any collateral be provided as security for such agreement unless a
Bank or an Affiliate of a Bank is providing the Interest Rate Protection
Agreement.

                8.1.14  KEY MAN LIFE INSURANCE.

                The Borrower shall have delivered to the Agent evidence of key
man life insurance policies obtained by the Borrower (the "KEY MAN LIFE
INSURANCE") on the life of Ismael Perera in an amount of not less than
$3,000,000 coverage and with terms acceptable to the Agent and such insurance
policies shall be collaterally assigned to the Agent on behalf of the Banks
under terms and conditions set forth on Exhibit 8.1.14. In its reasonable
discretion the Agent shall make the proceeds of such life insurance policy paid
to the Agent available to the Borrower for purposes of recruiting executives for
the Borrower. Provided no Event of Default has occurred, the Agent shall release
such assignment two years after issuance of such policy or policies, at which
time the Borrower may discontinue such coverage in its discretion.

                8.1.15  ENVIRONMENTAL ASSESSMENTS.

                As soon as reasonably practicable and, in any event within
thirty (30) days of requesting by (i) the Agent or the Syndication Agent or (ii)
any Bank together with the Agent or the Syndication Agent (the "REQUESTING
PARTY"), the Borrower shall deliver to the Agent, with a copy for each Lender,
written environmental assessments, prepared by a third party reasonably


                                      -64-


satisfactory to the Requesting Party, conforming to the standards of the ASTM
"Standard Practice for Environmental Assessments: Phase I Environmental Site
Assessment Process" for each of the Borrower's operating locations and owned
properties, if any. If the Borrower does not promptly engage such third party to
commence the preparation of the written assessment, then, the Requesting Party
may do so at the Borrower's expense and the Borrower will provide reasonable
access to its facilities and management and cooperate in the preparation of such
report.

        8.2     NEGATIVE COVENANTS.

        The Loan Parties, jointly and severally, covenant and agree that until
payment in full of the Loans, Reimbursement Obligations and Letter of Credit
Borrowings and interest thereon, expiration or termination of all Letters of
Credit, satisfaction of all of the Loan Parties' other Obligations (other than
contingent Obligations for indemnification) hereunder and termination of the
Commitments, the Loan Parties shall comply with the following negative
covenants:

                8.2.1   INDEBTEDNESS.

                Each of the Loan Parties shall not, and shall not permit any of
its Subsidiaries to, at any time create, incur, assume or suffer to exist any
Indebtedness, except:

                        (i)     Indebtedness under the Loan Documents;

                        (ii)    Existing Indebtedness as set forth on SCHEDULE
8.2.1 (including any extensions or renewals thereof, PROVIDED there is no
increase in the amount thereof or other significant change in the terms thereof
unless otherwise specified on SCHEDULE 8.2.1);

                        (iii)   Capitalized and operating leases as and to the
extent permitted under Section 8.2.15 [Capital Expenditures and Leases];

                        (iv)    Indebtedness secured by Purchase Money Security
Interests not exceeding $2,000,000;

                        (v)     Indebtedness of a Loan Party to another Loan
Party which is subordinated in accordance with the provisions of Section 8.1.12
[Subordination of Intercompany Loans];

                        (vi)    Indebtedness arising with respect to any
Interest Rate Protection Agreement approved by the Agent under Section 8.1.13;

                        (vii)   Indebtedness arising from surety bonds or
performance bonds securing performance of the Borrower or any of its
Subsidiaries;


                                      -65-


                        (viii)  Indebtedness not in excess of $100,000 at any
one time outstanding in connection with the financing of insurance premiums;

                        (ix)    Indebtedness permitted under Section 8.2.6(2) in
connection with any Permitted Acquisition;

                        (x)     Indebtedness owed to officers, directors and
employees of the Loan Parties which is incurred in connection with any
redemption of shares of the Borrower permitted under Section 8.2.5; and

                        (xi)    Indebtedness not otherwise described in clauses
(i) through (x) above which does not exceed $500,000 at any one time
outstanding.

                8.2.2   LIENS.

                Each of the Loan Parties shall not, and shall not permit any of
its Subsidiaries to, at any time create, incur, assume or suffer to exist any
Lien on any of its property or assets, tangible or intangible, now owned or
hereafter acquired, or agree or become liable to do so, except Permitted Liens.

                8.2.3   GUARANTIES.

                Each of the Loan Parties shall not, and shall not permit any of
its Subsidiaries to, at any time, directly or indirectly, become or be liable in
respect of any Guaranty, or assume, guarantee, become surety for, endorse or
otherwise agree, become or remain directly or contingently liable upon or with
respect to any obligation or liability of any other Person, except for (i)
Guaranties of Indebtedness of the Loan Parties permitted hereunder, (ii)
Guaranties by any Loan Party of the obligations of another Loan Party (other
than Indebtedness), and (iii) Guaranties assumed in connection with the
acquisition of the Founding Companies or as permitted under Section 8.2.6 in
connection with Permitted Acquisitions.

                8.2.4   LOANS AND INVESTMENTS.

                Each of the Loan Parties shall not, and shall not permit any of
its Subsidiaries to, at any time make or suffer to remain outstanding any loan
or advance to, or purchase, acquire or own any stock, bonds, notes or securities
of, or any partnership interest (whether general or limited) or limited
liability company interest in, or any other investment or interest in, or make
any capital contribution to, any other Person, or agree, become or remain liable
to do any of the foregoing, except:

                        (i)     trade credit extended on usual and customary
terms in the ordinary course of business;


                                      -66-


                        (ii)    advances to employees to meet expenses incurred
by such employees in the ordinary course of business;

                        (iii)   loans, advances and investments in other Loan
Parties;

                        (iv)    the following permitted investments: (i) direct
obligations of the United States of America or any agency or instrumentality
thereof or obligations backed by the full faith and credit of the United States
of America maturing in twelve (12) months or less from the date of acquisition;
(ii) commercial paper maturing in one year or less rated not lower than A-1, by
Standard & Poor's or P-1 by Moody's Investors Service, Inc. on the date of
acquisition; (iii) demand deposits, time deposits or certificates of deposit
maturing within one year in commercial banks whose obligations are rated A-1, A
or the equivalent or better by Standard & Poor's on the date of acquisition,
(iv) mutual funds investing solely in investments described in items (i) through
(iii) above, and (v) money market accounts having a fixed price per share;

                        (v)     Promissory notes issued by officers, directors
and employees of the Loan Parties in exchange for equity interests of the
Borrower provided that the Loan Parties did not provide cash to allow such
officers, directors and employees to purchase such equity interests;

                        (vi)    Promissory notes issued by Persons which
purchase assets of the Loan Parties as permitted under Section 8.2.7, provided
that such deferred portion of the consideration paid by such Persons does not
exceed 20 percent of the total purchase price, and provided further, that the
amount of all such loans and investments at any one time outstanding does not
exceed $600,000; and

                        (vii)   Investments set forth on SCHEDULE 8.2.4.

                8.2.5   DIVIDENDS AND RELATED DISTRIBUTIONS.

                Each of the Loan Parties shall not, and shall not permit any of
its Subsidiaries to, make or pay, or agree to become or remain liable to make or
pay, any dividend or other distribution of any nature (whether in cash,
property, securities or otherwise) on account of or in respect of its shares of
capital stock, partnership interests or limited liability company interests on
account of the purchase, redemption, retirement or acquisition of its shares of
capital stock (or warrants, options or rights therefor), partnership interests
or limited liability company interests, except (i) dividends or other
distributions payable to another Loan Party (ii) dividends of the Borrower to
shareholders of the Borrower which are made in capital stock of the Borrower,
and, (iii) provided no Event of Default has occurred, payments in redemption of
the capital stock of the Borrower owned by officers, directors and employees of
the Loan Parties who leave or are terminated from such positions, provided
further, that such cash payments shall not exceed $1,000,000 in any fiscal year,
such greater amount not to exceed $1,500,000 in any


                                      -67-


fiscal year as is acceptable to the Agent or such greater amount as is
acceptable to the Required Banks. Each of the Loan Parties shall not, and shall
not permit any of its Subsidiaries to enter into or agree to enter into any
agreement which prohibits or restricts it from paying or agreeing to pay any
dividend or other distribution to another Loan Party.

                8.2.6   LIQUIDATIONS, MERGERS, CONSOLIDATIONS, ACQUISITIONS.

                Each of the Loan Parties shall not, and shall not permit any of
its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a
party to any merger or consolidation, or acquire by purchase, lease or otherwise
all or substantially all of the assets or capital stock of any other Person,
PROVIDED that

                (1)     any Loan Party other than the Borrower may consolidate
or merge into another Loan Party which is wholly-owned by one or more of the
other Loan Parties,

                (2)     any Loan Party may acquire, whether by purchase or by
merger, (A) all of the ownership interests of another Person or (B)
substantially all of the assets of another Person or of a business or division
of another Person (each a "PERMITTED ACQUISITION"), PROVIDED that each of the
following requirements is met:

                        (i)     if the Loan Parties are acquiring the ownership
interests in such Person, such Person shall execute a Guarantor Joinder and join
this Agreement as a Guarantor pursuant to Section 11.18 [Joinder of Guarantors]
on or before the date of such Permitted Acquisition;

                        (ii)    the Loan Parties, such Person and its owners, as
applicable, shall grant Liens in the assets of or acquired from and stock or
other ownership interests in such Person and otherwise comply with Section 11.18
[Joinder of Guarantors] on or before the date of such Permitted Acquisition;

                        (iii)   the board of directors or other equivalent
governing body of such Person shall have approved such Permitted Acquisition;

                        (iv)    the business acquired, or the business conducted
by the Person whose ownership interests are being acquired, as applicable (a)
shall be substantially the same as one or more line or lines of business
conducted by the Loan Parties or a reasonable extension of such line or lines of
business and shall comply with Section 8.2.10 [Continuation of or Change in
Business], the business shall be located in the United States, and, in the case
of the acquisition of the ownership interests of another Person, such Person
shall be a domestic entity organized in the United States, a state or territory
of the United States or Canada, (b) shall have reported positive EBITDA for the
immediately preceding twelve month period as determined by the acquisition due
diligence reports prepared by Ernst & Young, LLP, (c) shall have been audited by
Ernst & Young, LLP or another nationally recognized accounting firm or undergone
a review by Ernst & Young, LLP or another nationally recognized accounting firm
as part of the


                                      -68-


acquisition due diligence and such audit or review is satisfactory to the Agent
in its reasonable discretion;

                        (v)     no Potential Default or Event of Default shall
exist immediately prior to and after giving effect to such Permitted
Acquisition;

                        (vi)    pro forma Consolidated Total Indebtedness to
Consolidated EBITDA (after deducting the greater of $3,500,000 or the actual
corporate overhead for the period ending December 31, 2000 and the actual
corporate overhead thereafter) for the twelve month period ended immediately
prior to the closing of any Permitted Acquisition shall not exceed 3.30 to 1.00
and any pro forma adjustments relating to any Permitted Acquisitions shall be
approved by the Agent;

                        (vii)   after giving effect to such acquisition
(including the payment of any prospective earn-outs), the Borrower shall have at
least $10,000,000 of availability of Revolving Credit Loans;

                        (viii)  except for the acquisition of those entities set
forth on SCHEDULE 8.2.6, in connection with the closing of any single Permitted
Acquisition, the sum of the Loans advanced plus any Indebtedness assumed shall
not exceed $20,000,000 without the consent of the Agent and the Required Banks,
and any Indebtedness assumed shall be unsecured and fully subordinated to the
Obligations, shall not amortize during the term of the Obligations and all terms
of such Indebtedness shall be acceptable to the Agent;

                        (ix)    the Borrower shall demonstrate that it shall be
in compliance, based on the most recently available twelve month period as
reasonably agreed to by the Agent, with the covenants contained in Section
8.2.6(vi), Sections 8.2.16 through 8.2.18 after giving effect to such Permitted
Acquisition (including in such computation Indebtedness or other liabilities
assumed or incurred in connection with such Permitted Acquisition and giving pro
forma effect to net Consolidated EBITDA of the Person or assets so acquired as
described in Section 8.2.19) by delivering at least five (5) Business Days prior
to such Permitted Acquisition a certificate in the form of EXHIBIT 8.2.6
evidencing such compliance;

                        (x)     the Borrower shall deliver to the Agent and each
of the Banks consolidated and, prior to the later of December 31, 2000 or an
IPO, consolidating financial projections of the Borrower and its Subsidiaries
incorporating the pending Permitted Acquisition for a period of five years after
the acquisition including the year of acquisition except, however that the
projection period will not go past 2007 in any case;

                        (xi)    the Loan Parties shall deliver to the Agent and
each of the Banks (a) ten (10) Business Days before such Permitted Acquisition,
copies of a description and financial statements of the entity or assets to be
acquired and related due diligence information and (b) at least five (5)
Business Days before such Permitted Acquisition, copies of any agreements
entered into or proposed to be entered into by such Loan Parties in connection
with


                                      -69-


such Permitted Acquisition and shall deliver to the Agent such other information
about such Person or its assets as any Bank may reasonably require; and

                        (xii)   with respect to each Permitted Acquisition in
which a Loan Party has an obligation to make future earn-out payments in
connection with the acquisition, such earn-out payments shall be deferred and
not paid in the event that at the time scheduled for such earn-out payment or
after giving effect to such earn-out payment, the Leverage Ratio, determined on
a pro forma basis at such time and after giving effect to such payment, exceeds
the lesser of (a) 3.3 to 1.0 or (b) the applicable Leverage Ratio covenant set
forth in Section 8.2.17 at such time; provided however, to the extent that the
shareholders of the Borrower provide additional cash equity for the purpose of
funding such earn-out payment or such Loan Party otherwise has available cash on
hand but in no event including Loan proceeds, such payment may be made by the
Loan Party.

Notwithstanding the foregoing, the acquisition by the Borrower of less than all
of the ownership interests of Telpro at the Initial Telpro Closing pursuant to
the Telpro Stock Purchase Agreement shall be considered a Permitted Acquisition
subject to the terms of the Telpro Stock Purchase Agreement. On and after the
Initial Telpro Closing, Telpro shall be considered a Subsidiary of the Borrower
for all purposes of this Agreement and the other Loan Documents. In connection
with the calculation of the consolidated financial statements of the Borrower
for purposes of this Agreement, from and after the Initial Telpro Closing until
such time as Telpro is a wholly-owned Subsidiary of the Borrower, all of the
EBITDA, Indebtedness, Fixed Charges and interest expense of Telpro shall accrue
to the Borrower notwithstanding any reduction of such amounts under GAAP based
upon the Borrower's ownership of less than all the ownership interests of
Telpro; and

                (3)     Linc.net Acquisition II may liquidate provided that all
ownership interests in other Loan Parties and assets of Linc.net Acquisition II
are transferred to the Borrower or a Guarantor and such ownership interest are
subject to the Pledge Agreement.

                8.2.7   DISPOSITIONS OF ASSETS OR SUBSIDIARIES.

                Each of the Loan Parties shall not, and shall not permit any of
its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer
or dispose of, voluntarily or involuntarily, any of its properties or assets,
tangible or intangible (including sale, assignment, discount or other
disposition of accounts, contract rights, chattel paper, equipment or general
intangibles with or without recourse or of capital stock, shares of beneficial
interest, partnership interests or limited liability company interests of a
Subsidiary of such Loan Party), except:

                        (i)     transactions involving the sale of inventory in
the ordinary course of business;


                                      -70-


                        (ii)    any sale, transfer or lease of assets in the
ordinary course of business which are no longer necessary or required in the
conduct of such Loan Party's or such Subsidiary's business;

                        (iii)   any sale, transfer or lease of assets by any
Loan Party to another Loan Party;

                        (iv)    any sale, transfer or lease of assets in the
ordinary course of business which are replaced by substitute assets acquired or
leased within the parameters of Section 8.2.15 [Capital Expenditures and
Leases], PROVIDED such substitute assets are subject to the Banks' Prior
Security Interest; or

                        (v)     any sale, transfer or lease of assets, other
than those specifically excepted pursuant to clauses (i) through (iv) above,
which is approved by the Required Banks so long as the after-tax proceeds (as
reasonably estimated by the Borrower) are applied as a mandatory prepayment of
the Term Loans in accordance with the provisions of Section 5.5.2 [Sale of
Assets] above.

                8.2.8   AFFILIATE TRANSACTIONS.

                Except as set forth on SCHEDULE 8.2.8, each of the Loan Parties
shall not, and shall not permit any of its Subsidiaries to, enter into or carry
out any transaction (including purchasing property or services from or selling
property or services to any Affiliate of any Loan Party or other Person) with an
Affiliate of such Loan Party unless such transaction is not otherwise prohibited
by this Agreement, is entered into in the ordinary course of business upon fair
and reasonable arm's-length terms and conditions which are fully disclosed to
the Agent and is in accordance with all applicable Law.

                8.2.9   SUBSIDIARIES, PARTNERSHIPS AND JOINT VENTURES.

                Each of the Loan Parties shall not, and shall not permit any of
its Subsidiaries to own or create directly or indirectly any Subsidiaries other
than (i) any Subsidiary which has joined this Agreement as Guarantor on the
Closing Date and (ii) any Subsidiary formed or, to the extent permitted by
Section 8.2.6, acquired after the Closing Date which joins this Agreement as a
Guarantor pursuant to Section 11.18 [Joinder of Guarantors], PROVIDED that such
Subsidiary and the Loan Parties, as applicable, shall grant and cause to be
perfected Liens having a Prior Security Interest to the Agent for the benefit of
the Banks in the assets held by, and stock of or other ownership interests in,
such Subsidiary pursuant to the Loan Documents. Each of the Loan Parties shall
not become or agree to (1) become a general or limited partner in other Loan
Parties, (2) become a member or manager of, or hold a limited liability company
interest in, a limited liability company, except that the Loan Parties may be
members or managers of, or hold limited liability company interests in, other
Loan Parties, or (3) become a joint venturer or hold a joint venture interest in
any joint venture.


                                      -71-


                8.2.10  CONTINUATION OF OR CHANGE IN BUSINESS.

                Each of the Loan Parties shall not, and shall not permit any of
its Subsidiaries to, engage in any business other than substantially as
conducted and operated by such Loan Party or Subsidiary during the present
fiscal year and reasonable extensions of such business, and such Loan Party or
Subsidiary shall not permit any material change in such business.

                8.2.11  PLANS AND BENEFIT ARRANGEMENTS.

                Each of the Loan Parties shall not, and shall not permit any of
its Subsidiaries to:

                        (i)     fail to satisfy the minimum funding requirements
of ERISA and the Internal Revenue Code with respect to any Plan;

                        (ii)    request a minimum funding waiver from the
Internal Revenue Service with respect to any Plan;

                        (iii)   engage in a Prohibited Transaction with any
Plan, Benefit Arrangement or Multiemployer Plan which, alone or in conjunction
with any other circumstances or set of circumstances resulting in liability
under ERISA, would constitute a Material Adverse Change;

                        (iv)    permit the aggregate actuarial present value of
all benefit liabilities (whether or not vested) under each Plan, determined on a
plan termination basis, as disclosed in the most recent actuarial report
completed with respect to such Plan, to exceed, as of any actuarial valuation
date, the fair market value of the assets of such Plan;

                        (v)     fail to make when due any contribution to any
Multiemployer Plan that the Borrower or any member of the ERISA Group may be
required to make under any agreement relating to such Multiemployer Plan, or any
Law pertaining thereto;

                        (vi)    withdraw (completely or partially) from any
Multiemployer Plan or withdraw (or be deemed under Section 4062(e) of ERISA to
withdraw) from any Multiple Employer Plan, where any such withdrawal is likely
to result in a material liability of the Borrower or any member of the ERISA
Group;

                        (vii)   terminate, or institute proceedings to
terminate, any Plan, where such termination is likely to result in a material
liability to the Borrower or any member of the ERISA Group;

                        (viii)  make any amendment to any Plan with respect to
which security is required under Section 307 of ERISA; or


                                      -72-


                        (ix)    fail to give any and all notices and make all
disclosures and governmental filings required under ERISA or the Internal
Revenue Code, where such failure is likely to result in a Material Adverse
Change.

                8.2.12  FISCAL YEAR.

                The Borrower shall not, and shall not permit any Subsidiary of
the Borrower to, change its fiscal year from the twelve (12)-month period
beginning January 1 and ending December 31, other than changes made in the
fiscal year of a Subsidiary to cause its fiscal year to begin January 1 and end
December 31.

                8.2.13  ISSUANCE OF STOCK.

                Other than as contemplated by the Acquisition Agreements, each
of the Loan Parties other than the Borrower shall not, and shall not permit any
of its Subsidiaries to, issue any additional shares of its capital stock or any
options, warrants or other rights in respect thereof except for the issuance of
capital stock to other Loan Parties, provided that such additional capital stock
is pledged to the Agent pursuant to the Pledge Agreement and no Change of
Control results therefrom.

                8.2.14  CHANGES IN ORGANIZATIONAL DOCUMENTS AND ACQUISITION
                        AGREEMENTS.

                Each of the Loan Parties shall not, and shall not permit any of
its Subsidiaries to, amend in any respect its certificate of incorporation
(including any provisions or resolutions relating to capital stock), by-laws,
certificate of limited partnership, partnership agreement, certificate of
formation, limited liability company agreement or other organizational documents
without providing at least written notice to the Agent and the Banks prior to
the effectiveness of such amendments and, in the event such change would be
adverse to the Banks as determined by the Agent in its reasonable discretion,
obtaining the prior written consent of the Required Banks.

                The Loan Parties shall not, and shall not permit any Subsidiary
to, amend or modify any provisions of the Acquisition Agreements in any material
manner or in a manner adverse to the Banks without providing at least ten (10)
calendar days' prior notice to the Agent, and in the event such change would be
adverse to the Banks as determined by the Agent in its reasonable discretion,
obtaining the prior written consent of the Required Banks.

                8.2.15  CAPITAL EXPENDITURES AND LEASES.

                Each of the Loan Parties shall not, and shall not permit any of
its Subsidiaries to, make any payments on account of the purchase or lease of
any assets which if purchased would constitute fixed assets or which if leased
would constitute a capitalized lease, if the aggregate of all such payments, as
measured at the end of each fiscal quarter of the Borrower


                                      -73-


for the four fiscal quarters then ended, is greater than five percent (5%) of
the consolidated revenues of the Borrower and its Subsidiaries, as measured at
the end of such fiscal quarter of the Borrower for the four fiscal quarters then
ended. Capital Expenditures measured as of any quarter shall be based on actual
capital expenditures for the four fiscal quarters then ended. All such capital
expenditures and capitalized leases shall be made under usual and customary
terms and in the ordinary course of business. Property purchased from the
proceeds of a Casualty and property purchased from the proceeds of a disposition
of assets pursuant to Section 8.2.7(v) shall be excluded for purposes of
calculating the above payment limitations. In addition, consideration paid by
the Borrower and its Subsidiaries in connection with the acquisition of the
Founding Companies and Consideration shall be excluded from the calculation of
the aggregate capital expenditures set forth above.

                Each of the Loan Parties shall not, and shall not permit its
Subsidiaries to, make any payments exceeding $10,000,000 in the aggregate in any
period of four (4) consecutive fiscal quarters on account of the rental or lease
of real or personal property of any other Person which does not constitute a
capitalized lease. All such leases shall be made under usual and customary terms
and in the ordinary course of business.

                8.2.16  MINIMUM FIXED CHARGE COVERAGE RATIO.

                The Loan Parties shall not at any time permit the Fixed Charge
Coverage Ratio, calculated as of the end of each fiscal quarter for the four (4)
fiscal quarters then ended, commencing with the fiscal quarter ended June 30,
2000, to be less than the ratio set forth below for the periods specified below:



            Fiscal quarters ending
          during the following Periods                        Ratio
          ----------------------------                        -----
                                                       
          Closing Date through 6/29/02                    1.00 to 1.00
          6/30/02 through 6/29/03                         1.05 to 1.00
          6/30/03 and thereafter                          1.10 to 1.00


                8.2.17  MAXIMUM LEVERAGE RATIO.

                The Loan Parties shall not at any time permit the Leverage
Ratio, calculated as of the end of each fiscal quarter for the four (4) fiscal
quarters then ended, commencing with the fiscal quarter ended June 30, 2000, to
exceed the ratio set forth below for the periods specified below:



            Fiscal quarters ending
          during the following Periods                        Ratio
          ----------------------------                        -----
                                                       
          Closing Date through 12/31/00                   4.00 to 1.00



                                      -74-


                                             
          1/01/01 through 6/30/02                         3.75 to 1.00
          7/01/02 through 6/30/03                         3.50 to 1.00
          7/01/03 through 6/30/04                         3.00 to 1.00
          7/01/04 and thereafter                          2.50 to 1.00

          

                8.2.18  MINIMUM INTEREST COVERAGE RATIO.

                The Loan Parties shall not permit at any time the ratio of
Consolidated EBITDA to consolidated cash interest expense of the Borrower and
its Subsidiaries, calculated as of the end of each fiscal quarter for the four
(4) fiscal quarters then ended, commencing with the fiscal quarter ended June
30, 2000, to be less than the ratio set forth below for the periods specified
below:



            Fiscal quarters ending
          during the following Periods                        Ratio
          ----------------------------                        -----
                                                       
          Closing Date through 6/29/01                    2.75 to 1.00
          6/30/01 through 6/29/02                         3.00 to 1.00
          6/30/02 through 6/29/03                         3.25 to 1.00
          6/30/03 and thereafter                          3.50 to 1.00


                8.2.19  CALCULATION OF FINANCIAL STATEMENT COVENANTS.

                For purposes of calculating compliance with the financial
statement covenants set forth in Section 8.2.6(2) and Sections 8.2.16 through
8.2.18 and the interest rates and fees set forth on Pricing Grid, the following
will be taken into account:

                        (i)     for the calendar quarter ended September 30,
1999, Consolidated EBITDA shall be deemed to be $10,000,000, for the calendar
quarter ended December 31, 1999, Consolidated EBITDA shall be deemed to be
$10,000,000, and for the calendar quarter ended March 31, 2000, Consolidated
EBITDA shall be deemed to be $10,000,000;

                        (ii)    With respect to any period after March 31, 2000
during which the acquisition of a Founding Company or a Permitted Acquisition
has occurred, for purposes of determining compliance with the financial
covenants set forth in Sections 8.2.16 through 8.2.18, Consolidated EBITDA and
the components of Fixed Charges shall be calculated with respect to such period
on a pro forma basis (including pro forma adjustments similar in nature to those
outlined in the due diligence reports delivered pursuant to Sections 7.1.18 [Due
Diligence and Contingent Liabilities] and 8.2.6(2)(iv) [Liquidations, Mergers,
Consolidations, Acquisitions]), using the historical financial statements of the
Founding Companies and the acquired entity in a Permitted Acquisition and the
consolidated financial statements of the


                                      -75-


Borrower and its Subsidiaries which shall be reformulated as if the acquisition
of the Founding Companies and such Permitted Acquisition, and any Indebtedness
incurred or repaid in connection therewith, had been consummated or incurred or
repaid at the beginning of such period (and assuming that such Indebtedness
bears interest during any portion of the applicable measurement period prior to
the relevant acquisition at the weighted average of the interest rates
applicable to outstanding Loans incurred during such period).

        8.3     REPORTING REQUIREMENTS.

        The Loan Parties, jointly and severally, covenant and agree that until
payment in full of the Loans, Reimbursement Obligations and Letter of Credit
Borrowings and interest thereon, expiration or termination of all Letters of
Credit, satisfaction of all of the Loan Parties' other Obligations hereunder and
under the other Loan Documents and termination of the Commitments, other than
contingent Obligations for indemnification, the Loan Parties will furnish or
cause to be furnished to the Agent and each of the Banks the financial reports
and other information set forth on EXHIBIT 8.3.


                                   9. DEFAULT

        9.1     EVENTS OF DEFAULT.

        An Event of Default shall mean the occurrence or existence of any one or
more of the following events or conditions (whatever the reason therefor and
whether voluntary, involuntary or effected by operation of Law):

                9.1.1   PAYMENTS UNDER LOAN DOCUMENTS.

                The Borrower shall fail to pay any principal of any Loan
(including scheduled installments, mandatory prepayments or the payment due at
maturity) or any, Reimbursement Obligation or Letter of Credit Borrowing after
such principal or payment becomes due in accordance with the terms hereof, or
the Borrower shall fail to pay any interest on any Loan or any other amount
owing hereunder or under the other Loan Documents within a period of three
Business Days after such interest or other amount becomes due in accordance with
the terms hereof or thereof;

                9.1.2   BREACH OF WARRANTY.

                Any representation or warranty made at any time by any of the
Loan Parties herein or by any of the Loan Parties in any other Loan Document, or
in any certificate, other instrument or statement furnished pursuant to the
provisions hereof or thereof, shall prove to have been false or misleading in
any materially adverse respect as of the time it was made or furnished;


                                      -76-



                9.1.3   BREACH OF NEGATIVE COVENANTS OR VISITATION RIGHTS.

                Any of the Loan Parties shall default in the observance or
performance of any covenant contained in Section 8.1.6 [Visitation Rights] or
Section 8.2 [Negative Covenants];

                9.1.4   BREACH OF OTHER COVENANTS.

                Any of the Loan Parties shall default in the observance or
performance of any other covenant, condition or provision hereof or of any other
Loan Document and such default shall continue unremedied for a period of fifteen
(15) Business Days after any officer of any Loan Party becomes aware of the
occurrence thereof (such grace period to be applicable only in the event such
default can be remedied by corrective action of the Loan Parties as determined
by the Agent in its sole discretion);

                9.1.5   DEFAULTS IN OTHER AGREEMENTS OR INDEBTEDNESS.

                A default or event of default shall occur at any time under the
terms of any other agreement involving borrowed money or the extension of credit
or any other Indebtedness under which any Loan Party or Subsidiary of any Loan
Party may be obligated as a borrower or guarantor in excess of $1,000,000 in the
aggregate, and such breach, default or event of default consists of the failure
to pay (beyond any period of grace permitted with respect thereto, whether
waived or not) any indebtedness when due (whether at stated maturity, by
acceleration or otherwise) or if such breach or default permits or causes the
acceleration of any indebtedness (whether or not such right shall have been
waived) or the termination of any commitment to lend;

                9.1.6   FINAL JUDGMENTS OR ORDERS.

                Any final judgments or orders for the payment of money in excess
of $1,000,000 in the aggregate shall be entered against any Loan Party by a
court having jurisdiction in the premises, which judgment is not discharged,
vacated, bonded or stayed pending appeal within a period of thirty (30) days
from the date of entry;

                9.1.7   LOAN DOCUMENT UNENFORCEABLE.

                Any of the Loan Documents shall cease to be legal, valid and
binding agreements enforceable against the Loan Party executing the same or such
party's successors and assigns (as permitted under the Loan Documents) in
accordance with the respective terms thereof or shall in any way be terminated
(except in accordance with its terms) or become or be declared ineffective or
inoperative or shall in any way be challenged or contested by a Loan Party or
cease to give or provide the respective Liens, security interests, rights,
titles, interests, material remedies, powers or privileges intended to be
created thereby;


                                      -77-


                9.1.8   UNINSURED LOSSES; PROCEEDINGS AGAINST ASSETS.

                There shall occur any material uninsured damage to or loss,
theft or destruction of any of the Collateral in excess of $1,000,000 or the
Collateral or any other of the Loan Parties' or any of their Subsidiaries'
assets are attached, seized, levied upon or subjected to a writ or distress
warrant; or such come within the possession of any receiver, trustee, custodian
or assignee for the benefit of creditors and the same is not cured within thirty
(30) days thereafter;

                9.1.9   NOTICE OF LIEN OR ASSESSMENT.

                A notice of Lien or assessment in excess of $1,000,000 which is
not a Permitted Lien is filed of record with respect to all or any part of any
of the Loan Parties' or any of their Subsidiaries' assets by the United States,
or any department, agency or instrumentality thereof, or by any state, county,
municipal or other governmental agency, including the PBGC, or any taxes or
debts owing at any time or times hereafter to any one of these becomes payable
and the same is not paid within thirty (30) days after the same becomes payable;

                9.1.10  INSOLVENCY.

                Any Loan Party or any Subsidiary of a Loan Party ceases to be
solvent or admits in writing its inability to pay its debts as they mature;

                9.1.11  EVENTS RELATING TO PLANS AND BENEFIT ARRANGEMENTS.

                Any of the following occurs: (i) any Reportable Event, which the
Agent determines in good faith constitutes grounds for the termination of any
Plan by the PBGC or the appointment of a trustee to administer or liquidate any
Plan, shall have occurred and be continuing; (ii) proceedings shall have been
instituted or other action taken to terminate any Plan, or a termination notice
shall have been filed with respect to any Plan; (iii) a trustee shall be
appointed to administer or liquidate any Plan; (iv) the PBGC shall give notice
of its intent to institute proceedings to terminate any Plan or Plans or to
appoint a trustee to administer or liquidate any Plan; and, in the case of the
occurrence of (i), (ii), (iii) or (iv) above, the Agent determines in good faith
that the amount of the Borrower's liability is likely to exceed 10% of its
consolidated tangible net worth; (v) the Borrower or any member of the ERISA
Group shall fail to make any contributions when due to a Plan or a Multiemployer
Plan; (vi) the Borrower or any other member of the ERISA Group shall make any
amendment to a Plan with respect to which security is required under Section 307
of ERISA; (vii) the Borrower or any other member of the ERISA Group shall
withdraw completely or partially from a Multiemployer Plan; (viii) the Borrower
or any other member of the ERISA Group shall withdraw (or shall be deemed under
Section 4062(e) of ERISA to withdraw) from a Multiple Employer Plan; or (ix) any
applicable Law is adopted, changed or interpreted by any Official Body with
respect to or otherwise affecting one or more Plans, Multiemployer Plans or
Benefit Arrangements and, with respect to any of the events specified in (v),
(vi), (vii), (viii) or (ix), the Agent determines in good faith that


                                      -78-


any such occurrence would be reasonably likely to materially and adversely
affect the total enterprise represented by the Borrower and its Subsidiaries;

                9.1.12  CESSATION OF BUSINESS.

                Any Loan Party or Subsidiary of a Loan Party ceases to conduct
its business as contemplated (other than Affiliates of Founding Companies or
Persons acquired in connection with Permitted Acquisitions where the Borrower
intends to discontinue the operations of such Person promptly following the
acquisition), except as expressly permitted under Section 8.2.6 [Liquidations,
Mergers, Etc.] or Section 8.2.7 [Dispositions of Assets or Subsidiaries], or any
Loan Party or Subsidiary of a Loan Party is enjoined, restrained or in any way
prevented by court order from conducting all or any material part of its
business and such injunction, restraint or other preventive order is not
dismissed within thirty (30) days after the entry thereof;

                9.1.13  CHANGE OF CONTROL.

                A Change of Control shall occur;

                9.1.14  INVOLUNTARY PROCEEDINGS.

                A proceeding shall have been instituted in a court having
jurisdiction in the premises seeking a decree or order for relief in respect of
any Loan Party or Subsidiary of a Loan Party in an involuntary case under any
applicable bankruptcy, insolvency, reorganization or other similar law now or
hereafter in effect, or for the appointment of a receiver, liquidator, assignee,
custodian, trustee, sequestrator, conservator (or similar official) of any Loan
Party or Subsidiary of a Loan Party for any substantial part of its property, or
for the winding-up or liquidation of its affairs, and such proceeding shall
remain undismissed or unstayed and in effect for a period of thirty (30)
consecutive days or such court shall enter a decree or order granting any of the
relief sought in such proceeding; or

                9.1.15  VOLUNTARY PROCEEDINGS.

                Any Loan Party or Subsidiary of a Loan Party shall commence a
voluntary case under any applicable bankruptcy, insolvency, reorganization or
other similar law now or hereafter in effect, shall consent to the entry of an
order for relief in an involuntary case under any such law, or shall consent to
the appointment or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator, conservator (or other similar official) of
itself or for any substantial part of its property or shall make a general
assignment for the benefit of creditors, or shall fail generally to pay its
debts as they become due, or shall take any action in furtherance of any of the
foregoing, or there shall occur an "EVENT OF NONCOMPLIANCE" as such term is
defined in the Borrower's Amended Certificate of Designations for Series A
Redeemable Preferred Stock and Certificate of Designations for Series B
Preferred Stock of Linc.net, Inc. filed with the Delaware Secretary of State.


                                      -79-


        9.2     CONSEQUENCES OF EVENT OF DEFAULT.

                9.2.1   EVENTS OF DEFAULT OTHER THAN BANKRUPTCY, INSOLVENCY OR
                        REORGANIZATION PROCEEDINGS.

                If an Event of Default specified under Sections 9.1.1 through
9.1.13 shall occur and be continuing, the Banks and the Agent shall be under no
further obligation to make Loans or issue Letters of Credit, as the case may be,
and the Agent may, and upon the request of the Required Banks, shall (i) by
written notice to the Borrower, declare the unpaid principal amount of the Notes
then outstanding and all interest accrued thereon, any unpaid fees and all other
Indebtedness of the Borrower to the Banks hereunder and thereunder to be
forthwith due and payable, and the same shall thereupon become and be
immediately due and payable to the Agent for the benefit of each Bank without
presentment, demand, protest or any other notice of any kind, all of which are
hereby expressly waived, and (ii) require the Borrower to, and the Borrower
shall thereupon, deposit in a non-interest-bearing account with the Agent, as
cash collateral for its Obligations under the Loan Documents, an amount equal to
the maximum amount currently or at any time thereafter available to be drawn on
all outstanding Letters of Credit, and the Borrower hereby pledges to the Agent
and the Banks, and grants to the Agent and the Banks a security interest in, all
such cash as security for such Obligations. Upon the curing of all existing
Events of Default to the satisfaction of the Required Banks, the Agent shall
return such cash collateral to the Borrower; and

                9.2.2   BANKRUPTCY, INSOLVENCY OR REORGANIZATION PROCEEDINGS.

                If an Event of Default specified under Section 9.1.14
[Involuntary Proceedings] or 9.1.15 [Voluntary Proceedings] shall occur, the
Banks shall be under no further obligations to make Loans hereunder and the
unpaid principal amount of the Loans then outstanding and all interest accrued
thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks
hereunder and thereunder shall be immediately due and payable, without
presentment, demand, protest or notice of any kind, all of which are hereby
expressly waived; and

                9.2.3   SET-OFF.

                If an Event of Default shall occur and be continuing, any Bank
to whom any Obligation is owed by any Loan Party hereunder or under any other
Loan Document or any participant of such Bank which has agreed in writing to be
bound by the provisions of EXHIBIT 10 and any branch, Subsidiary or Affiliate of
such Bank or participant anywhere in the world shall have the right, in addition
to all other rights and remedies available to it, without notice to such Loan
Party, to set-off against and apply to the then unpaid balance of all the Loans
and all other Obligations of the Borrower and the other Loan Parties hereunder
or under any other Loan Document, any debt owing to, and any other funds held in
any manner for the account of, the Borrower or such other Loan Party by such
Bank or participant or by such branch, Subsidiary or Affiliate, including all
funds in all deposit accounts (whether time or demand, general or special,


                                      -80-


provisionally credited or finally credited, or otherwise) now or hereafter
maintained by the Borrower or such other Loan Party for its own account (but not
including funds held in custodian or trust accounts) with such Bank or
participant or such branch, Subsidiary or Affiliate. Such right shall exist
whether or not any Bank or the Agent shall have made any demand under this
Agreement or any other Loan Document, whether or not such debt owing to or funds
held for the account of the Borrower or such other Loan Party is or are matured
or unmatured and regardless of the existence or adequacy of any Collateral,
Guaranty or any other security, right or remedy available to any Bank or the
Agent; and

                9.2.4   SUITS, ACTIONS, PROCEEDINGS.

                If an Event of Default shall occur and be continuing, and
whether or not the Agent shall have accelerated the maturity of Loans pursuant
to any of the foregoing provisions of this Section 9.2, the Agent or any Bank,
if owed any amount with respect to the Loans, may proceed to protect and enforce
its rights by suit in equity, action at law and/or other appropriate proceeding,
whether for the specific performance of any covenant or agreement contained in
this Agreement or the other Loan Documents, including as permitted by applicable
Law the obtaining of the EX PARTE appointment of a receiver, and, if such amount
shall have become due, by declaration or otherwise, proceed to enforce the
payment thereof or any other legal or equitable right of the Agent or such Bank;
and

                9.2.5   APPLICATION OF PROCEEDS.

                From and after the date on which the Agent has taken any action
pursuant to this Section 9.2 and until all Obligations, other than contingent
Obligations for indemnification, of the Loan Parties have been paid in full, any
and all proceeds received by the Agent from any sale or other disposition of the
Collateral, or any part thereof, or the exercise of any other remedy by the
Agent, shall be applied as follows:

                        (i)     first, to reimburse the Agent and the Banks for
out-of-pocket costs, expenses and disbursements, including reasonable attorneys'
and paralegals' fees and legal expenses, incurred by the Agent or the Banks in
connection with realizing on the Collateral or collection of any Obligations of
any of the Loan Parties under any of the Loan Documents, including advances made
by the Banks or any one of them or the Agent for the reasonable maintenance,
preservation, protection or enforcement of, or realization upon, the Collateral,
including advances for taxes, insurance, repairs and the like and reasonable
expenses incurred to sell or otherwise realize on, or prepare for sale or other
realization on, any of the Collateral;

                        (ii)    second, to the repayment of all Indebtedness
then due and unpaid of the Loan Parties to the Banks incurred under this
Agreement or any of the other Loan Documents, whether of principal, interest,
fees, expenses or otherwise, PRO RATA based upon their respective shares, if
any, of the Indebtedness with respect to which such payment was received; and


                                      -81-


                        (iii)   the balance, if any, as required by Law.

                9.2.6   OTHER RIGHTS AND REMEDIES.

                In addition to all of the rights and remedies contained in this
Agreement or in any of the other Loan Documents (including the Mortgage), the
Agent shall have all of the rights and remedies of a secured party under the
Uniform Commercial Code or other applicable Law, all of which rights and
remedies shall be cumulative and non-exclusive, to the extent permitted by Law.
The Agent may, and upon the request of the Required Banks shall, exercise all
post-default rights granted to the Agent and the Banks under the Loan Documents
or applicable Law.

                9.3     NOTICE OF SALE.

                Any notice required to be given by the Agent of a sale, lease,
or other disposition of the Collateral or any other intended action by the
Agent, if given ten (10) days prior to such proposed action, shall constitute
commercially reasonable and fair notice thereof to the Borrower.


                                  10. THE AGENT

        In addition to the other provisions set forth in this Agreement, the
Agent's rights and obligations are described in and governed by the provisions
of EXHIBIT 10.


                                11. MISCELLANEOUS

        11.1    MODIFICATIONS, AMENDMENTS OR WAIVERS.

        With the written consent of the Required Banks, the Agent, acting on
behalf of all the Banks, and the Borrower, on behalf of the Loan Parties, may
from time to time enter into written agreements amending or changing any
provision of this Agreement or any other Loan Document or the rights of the
Banks or the Loan Parties hereunder or thereunder, or may grant written waivers
or consents to a departure from the due performance of the Obligations of the
Loan Parties hereunder or thereunder. Any such agreement, waiver or consent made
with such written consent shall be effective to bind all the Banks and the Loan
Parties; PROVIDED, that, without the written consent of all the Banks, no such
agreement, waiver or consent may be made which will:

                11.1.1  INCREASE OF COMMITMENT; EXTENSION OR EXPIRATION DATE.

                Increase the amount of the Revolving Credit Commitment or Term
Loan Commitment of any Bank hereunder or extend the Expiration Date;


                                      -82-



                11.1.2  EXTENSION OF PAYMENT; REDUCTION OF PRINCIPAL INTEREST OR
                        FEES; MODIFICATION OF TERMS OF PAYMENT.

                Whether or not any Loans are outstanding, extend the time for
payment of principal or interest of any Loan (excluding the due date of any
mandatory prepayment of a Loan or any mandatory Commitment reduction in
connection with such a mandatory prepayment hereunder except for mandatory
reductions of the Commitments on the Expiration Date), the Commitment Fee or any
other fee payable to any Bank, or reduce the principal amount of or the rate of
interest borne by any Loan or reduce the Commitment Fee or any other fee payable
to any Bank, or otherwise affect the terms of payment of the principal of or
interest of any Loan, the Commitment Fee or any other fee payable to any Bank;
PROVIDED, that, notwithstanding the foregoing, only the Supermajority Banks of
the Affected Class shall be required for any amendment, waiver or consent which
extends the due date of any regularly scheduled payment of any Term Loan under
Section 3.6 or reduces the amount thereof (other than the final payment of the
Term Loans A or the Term Loans B which shall require the consent of all Banks);

                11.1.3  RELEASE OF COLLATERAL OR GUARANTOR.

                Except for sales of assets permitted by Section 8.2.7
[Disposition of Assets or Subsidiaries], release any Collateral consisting of
capital stock or other ownership interests of any Loan Party or its Subsidiary,
any Guarantor from its Obligations under the Guaranty Agreement or any other
security for any of the Loan Parties' Obligations. Without the written consent
of all the Banks, no agreement, waiver or consent which releases substantially
all of the assets of any Loan Party shall be effective; or

                11.1.4  MISCELLANEOUS

Amend Section 5.2 [Pro Rata Treatment of Banks], Paragraphs 6 or 13 of EXHIBIT
10 [Agent Provisions] or this Section 11.1, alter any provision regarding the
pro rata treatment of the Banks, change the definition of Required Banks or
Supermajority Banks of the Affected Class, or change any requirement providing
for the Banks or the Required Banks to authorize the taking of any action
hereunder; PROVIDED, further, that no agreement, waiver or consent which would
modify the interests, rights or obligations of the Agent in its capacity as
Agent or as the issuer of Letters of Credit shall be effective without the
written consent of the Agent.

        11.2    NO IMPLIED WAIVERS; CUMULATIVE REMEDIES; WRITING REQUIRED.

        No course of dealing and no delay or failure of the Agent or any Bank in
exercising any right, power, remedy or privilege under this Agreement or any
other Loan Document shall affect any other or future exercise thereof or operate
as a waiver thereof, nor shall any single or partial exercise thereof or any
abandonment or discontinuance of steps to enforce such a right, power, remedy or
privilege preclude any further exercise thereof or of any other right, power,
remedy or privilege. The rights and remedies of the Agent and the Banks under
this Agreement and any other Loan Documents are cumulative and not exclusive of
any


                                      -83-


rights or remedies which they would otherwise have. Any waiver, permit, consent
or approval of any kind or character on the part of any Bank of any breach or
default under this Agreement or any such waiver of any provision or condition of
this Agreement must be in writing and shall be effective only to the extent
specifically set forth in such writing.

        11.3    REIMBURSEMENT AND INDEMNIFICATION OF BANKS BY THE BORROWER;
                TAXES.

                The Borrower agrees unconditionally upon demand to pay or
reimburse to each Bank (other than the Agent, as to which the Borrower's
Obligations are set forth in Paragraph 5 of EXHIBIT 10 [Reimbursement of Agent
By Borrower, Etc.]) and to save such Bank harmless against (i) liability for the
payment of all reasonable out-of-pocket costs, expenses and disbursements
(including fees and expenses of counsel (excluding allocated costs of staff
counsel) for each Bank), incurred by such Bank (a) in connection with the
enforcement of this Agreement or any other Loan Document, or collection of
amounts due hereunder or thereunder or the proof and allowability of any claim
arising under this Agreement or any other Loan Document, whether in bankruptcy
or receivership proceedings or otherwise, and (b) in any workout or
restructuring or in connection with the protection, preservation, exercise or
enforcement of any of the terms hereof or of any rights hereunder or under any
other Loan Document or in connection with any foreclosure, collection or
bankruptcy proceedings, or (ii) all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by or asserted
against such Bank, in its capacity as such, in any way relating to or arising
out of this Agreement or any other Loan Documents or any action taken or omitted
by such Bank hereunder or thereunder, PROVIDED that the Borrower shall not be
liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements (A) if
the same results from such Bank's gross negligence or willful misconduct, or (B)
if the Borrower was not given notice of the subject claim and the opportunity to
participate in the defense thereof, at its expense (except that the Borrower
shall remain liable to the extent such failure to give notice does not result in
a loss to the Borrower), or (C) if the same results from a compromise or
settlement agreement entered into without the consent of the Borrower, which
shall not be unreasonably withheld. The Banks will attempt to minimize the fees
and expenses of legal counsel for the Banks which are subject to reimbursement
by the Borrower hereunder by considering the usage of one law firm to represent
the Banks and the Agent if appropriate under the circumstances. The Borrower
agrees unconditionally to pay all stamp, document, transfer, recording or filing
taxes or fees and similar impositions now or hereafter determined by the Agent
or any Bank to be payable in connection with this Agreement or any other Loan
Document, and the Borrower agrees unconditionally to save the Agent and the
Banks harmless from and against any and all present or future claims,
liabilities or losses with respect to or resulting from any omission to pay or
delay in paying any such taxes, fees or impositions.


                                      -84-


        11.4    HOLIDAYS.

        Whenever payment of a Loan to be made or taken hereunder shall be due on
a day which is not a Business Day such payment shall be due on the next Business
Day and such extension of time shall be included in computing interest and fees,
except that the Loans shall be due on the Business Day preceding the Expiration
Date if the Expiration Date is not a Business Day. Whenever any payment or
action to be made or taken hereunder (other than payment of the Loans) shall be
stated to be due on a day which is not a Business Day, such payment or action
shall be made or taken on the next following Business Day (except as provided in
Section 4.2 [Interest Periods] with respect to Euro-Rate Interest Periods under
the Euro-Rate Option), and such extension of time shall not be included in
computing interest or fees, if any, in connection with such payment or action.

        11.5    FUNDING BY BRANCH, SUBSIDIARY OR AFFILIATE.

                11.5.1  NOTIONAL FUNDING.

                Each Bank shall have the right from time to time, without notice
to the Borrower, to deem any branch, Subsidiary or Affiliate (which for the
purposes of this Section 11.5 shall mean any corporation or association which is
directly or indirectly controlled by or is under direct or indirect common
control with any corporation or association which directly or indirectly
controls such Bank) of such Bank to have made, maintained or funded any Loan to
which the Euro-Rate Option applies at any time, PROVIDED that immediately
following (on the assumption that a payment were then due from the Borrower to
such other office), and as a result of such change, the Borrower would not be
under any greater financial obligation pursuant to Section 5.6 [Additional
Compensation in Certain Circumstances] than it would have been in the absence of
such change. Notional funding offices may be selected by each Bank without
regard to such Bank's actual methods of making, maintaining or funding the Loans
or any sources of funding actually used by or available to such Bank.

                11.5.2  ACTUAL FUNDING.

                Each Bank shall have the right from time to time to make or
maintain any Loan by arranging for a branch, Subsidiary or Affiliate of such
Bank to make or maintain such Loan subject to the last sentence of this Section
11.5.2. If any Bank causes a branch, Subsidiary or Affiliate to make or maintain
any part of the Loans hereunder, all terms and conditions of this Agreement
shall, except where the context clearly requires otherwise, be applicable to
such part of the Loans to the same extent as if such Loans were made or
maintained by such Bank, but in no event shall any Bank's use of such a branch,
Subsidiary or Affiliate to make or maintain any part of the Loans hereunder
cause such Bank or such branch, Subsidiary or Affiliate to incur any cost or
expenses payable by the Borrower hereunder or require the Borrower to pay any
other compensation to any Bank (including any expenses incurred or payable
pursuant to Section 5.6 [Additional Compensation in Certain Circumstances])
which would otherwise not be incurred.


                                      -85-


        11.6    NOTICES.

        Any notice, request, demand, direction or other communication (for
purposes of this Section 11.6 only, a "NOTICE") to be given to or made upon any
party hereto under any provision of this Agreement shall be given or made by
telephone or in writing (which includes by means of electronic transmission
(i.e., "e-mail") or facsimile transmission or by setting forth such Notice on a
site on the World Wide Web (a "WEBSITE POSTING") if Notice of such Website
Posting (including the information necessary to access such site) has previously
been delivered to the applicable parties hereto by another means set forth in
this Section 11.6) in accordance with this Section 11.6. Any such Notice must be
delivered to the applicable parties hereto at the addresses and numbers set
forth under their respective names on SCHEDULE 1.1(B) hereof or in accordance
with any subsequent unrevoked Notice from any such party that is given in
accordance with this Section 11.6. Any Notice shall be effective:

                (a)     In the case of hand-delivery, when delivered;

                (b)     If given by mail, four days after such Notice is
        deposited with the United States Postal Service, with first-class
        postage prepaid, return receipt requested;

                (c)     In the case of a telephonic Notice, when a party is
        contacted by telephone, if delivery of such telephonic Notice is
        confirmed no later than the next Business Day by hand delivery, a
        facsimile or electronic transmission, a Website Posting or an overnight
        courier delivery of a confirmatory Notice (received at or before noon on
        such next Business Day);

                (d)     In the case of a facsimile transmission, when sent to
        the applicable party's facsimile machine's telephone number, if the
        party sending such Notice receives confirmation of the delivery thereof
        from its own facsimile machine;

                (e)     In the case of electronic transmission, when actually
        received;

                (f)     In the case of a Website Posting, upon delivery of a
        Notice of such posting (including the information necessary to access
        such site) by another means set forth in this Section 11.6; and

                (g)     If given by any other means (including by overnight
        courier), when actually received.

Any Bank giving a Notice to a Loan Party shall concurrently send a copy thereof
to the Agent, and the Agent shall promptly notify the other Banks of its receipt
of such Notice.


                                      -86-


        11.7    SEVERABILITY.

        The provisions of this Agreement are intended to be severable. If any
provision of this Agreement shall be held invalid or unenforceable in whole or
in part in any jurisdiction, such provision shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without in any
manner affecting the validity or enforceability thereof in any other
jurisdiction or the remaining provisions hereof in any jurisdiction.

        11.8    GOVERNING LAW.

        Each Letter of Credit, Section 2.8 [Letter of Credit Subfacility] and
EXHIBIT 2.8 shall be subject to the Uniform Customs and Practice for Documentary
Credits (1993 Revision), International Chamber of Commerce Publication No. 500,
as the same may be revised or amended from time to time, and to the extent not
inconsistent therewith, the internal laws of the Commonwealth of Pennsylvania
without regard to its conflict of laws principles and the balance of this
Agreement shall be deemed to be a contract under the Laws of the Commonwealth of
Pennsylvania and for all purposes shall be governed by and construed and
enforced in accordance with the internal laws of the Commonwealth of
Pennsylvania without regard to its conflict of laws principles.

        11.9    PRIOR UNDERSTANDING.

        This Agreement and the other Loan Documents supersede all prior
understandings and agreements (excluding the Agent's Letter, as described in
EXHIBIT 10), whether written or oral, between the parties hereto and thereto
relating to the transactions provided for herein and therein, including any
prior confidentiality agreements and commitments.

        11.10   DURATION; SURVIVAL.

        All representations and warranties of the Loan Parties contained herein
or made in connection herewith shall survive the making of Loans and issuance of
Letters of Credit and shall not be waived by the execution and delivery of this
Agreement, any investigation by the Agent or the Banks, the making of Loans,
issuance of Letters of Credit, or payment in full of the Loans. All covenants
and agreements of the Loan Parties contained in Sections 8.1 [Affirmative
Covenants], 8.2 [Negative Covenants] and 8.3 [Reporting Requirements] and
EXHIBIT 8.3 herein shall continue in full force and effect from and after the
date hereof so long as the Borrower may borrow or request Letters of Credit
hereunder and until termination of the Commitments and payment in full of the
Loans and expiration or termination of all Letters of Credit. All covenants and
agreements of the Borrower contained herein relating to the payment of
principal, interest, premiums, additional compensation or expenses and
indemnification, including those set forth in the Notes, Section 5 [Payments],
Paragraphs 5 and 7 of EXHIBIT 10 [Agent Provisions] and 11.3 [Reimbursement of
Banks by Borrower; Etc.], shall survive payment in full of the Loans, expiration
or termination of the Letters of Credit and termination of the Commitments.


                                      -87-


        11.11   SUCCESSORS AND ASSIGNS.

                        (i)     This Agreement shall be binding upon and shall
inure to the benefit of the Banks, the Agent, the Loan Parties and their
respective successors and assigns, except that none of the Loan Parties may
assign or transfer any of its rights and Obligations hereunder or any interest
herein. Each Bank may, at its own cost, make assignments of or sell
participations in all or any part of its Commitments and the Loans made by it to
one or more banks or other entities, subject to the consent of the Borrower and
the Agent with respect to any assignee, such consent not to be unreasonably
withheld, PROVIDED that (1) no consent of the Borrower shall be required (A) if
an Event of Default exists and is continuing, or (B) in the case of an
assignment by a Bank to an Affiliate of such Bank, and (2) any assignment by a
Bank to a Person other than an Affiliate of such Bank may not be in amounts less
than the lesser of $2,500,000 or the amount of the assigning Bank's Commitment.
Prior to the occurrence of an Event of Default, if PNC Bank makes an assignment
which causes its Commitments to be less than $35,000,000, it shall, at the
request of the Borrower, resign its position as Agent. In the case of an
assignment, upon receipt by the Agent of the Assignment and Assumption
Agreement, the assignee shall have, to the extent of such assignment (unless
otherwise provided therein), the same rights, benefits and obligations as it
would have if it had been a signatory Bank hereunder, the Commitments shall be
adjusted accordingly, and upon surrender of any Note subject to such assignment,
the Borrower shall execute and deliver a new Note to the assignee in an amount
equal to the amount of the Revolving Credit Commitment or Term Loan assumed by
it and a new Revolving Credit Note or Term Note to the assigning Bank in an
amount equal to the Revolving Credit Commitment or Term Loan retained by it
hereunder. Any Bank which assigns any or all of its Commitment or Loans to a
Person other than an Affiliate of such Bank shall pay to the Agent a service fee
in the amount of $3,500 for each assignment. In the case of a participation, the
participant shall only have the rights specified in Section 9.2.3 [Set-off] (the
participant's rights against such Bank in respect of such participation to be
those set forth in the agreement executed by such Bank in favor of the
participant relating thereto and not to include any voting rights except with
respect to changes of the type referenced in Sections 11.1.1 [Increase of
Commitment, Etc.], 11.1.2 [Extension of Payment, Etc.], or 11.1.3 [Release of
Collateral or Guarantor]), all of such Bank's obligations under this Agreement
or any other Loan Document shall remain unchanged, and all amounts payable by
any Loan Party hereunder or thereunder shall be determined as if such Bank had
not sold such participation.

                        (ii)    Any assignee or participant which is not
incorporated under the Laws of the United States of America or a state thereof
shall deliver to the Borrower and the Agent the form of certificate described in
Section 11.17 [Tax Withholding Clause] relating to federal income tax
withholding. Each Bank may furnish any publicly available information concerning
any Loan Party or its Subsidiaries and any other information concerning any Loan
Party or its Subsidiaries in the possession of such Bank from time to time to
assignees and participants (including prospective assignees or participants),
PROVIDED that such assignees and participants agree to be bound by the
provisions of Section 11.12 [Confidentiality].


                                      -88-


                        (iii)   Notwithstanding any other provision in this
Agreement, any Bank may at any time pledge or grant a security interest in all
or any portion of its rights under this Agreement, its Note and the other Loan
Documents to any Federal Reserve Bank in accordance with Regulation A of the FRB
or U.S. Treasury Regulation 31 CFR Section 203.14 without notice to or consent
of the Borrower or the Agent. No such pledge or grant of a security interest
shall release the Transferor Bank of its obligations hereunder or under any
other Loan Document.

        11.12   CONFIDENTIALITY.

                11.12.1 GENERAL.

                The Agent and the Banks each agree to keep confidential all
information obtained from any Loan Party or its Subsidiaries which is nonpublic
and confidential or proprietary in nature (including any information the
Borrower specifically designates as confidential), except as provided below, and
to use such information only in connection with their respective capacities
under this Agreement and for the purposes contemplated hereby. The Agent and the
Banks shall be permitted to disclose such information (i) to outside legal
counsel, accountants and other professional advisors who need to know such
information in connection with the administration and enforcement of this
Agreement, subject to agreement of such Persons to maintain the confidentiality,
(ii) to assignees and participants as contemplated by Section 11.11, (iii) to
the extent requested by any bank regulatory authority or, with notice to the
Borrower, as otherwise required by applicable Law or by any subpoena or similar
legal process, or in connection with any investigation or proceeding arising out
of the transactions contemplated by this Agreement, (iv) if it becomes publicly
available other than as a result of a breach of this Agreement or becomes
available from a source not known to be subject to confidentiality restrictions,
or (v) if the Borrower shall have consented to such disclosure.

                11.12.2 SHARING INFORMATION WITH AFFILIATES OF THE BANKS.

                Each Loan Party acknowledges that from time to time financial
advisory, investment banking and other services may be offered or provided to
the Borrower or one or more of its Affiliates (in connection with this Agreement
or otherwise) by any Bank or by one or more Subsidiaries or Affiliates of such
Bank and each of the Loan Parties hereby authorizes each Bank to share any
information delivered to such Bank by such Loan Party and its Subsidiaries
pursuant to this Agreement, or in connection with the decision of such Bank to
enter into this Agreement, to any such Subsidiary or Affiliate of such Bank, it
being understood that any such Subsidiary or Affiliate of any Bank receiving
such information shall be bound by the provisions of Section 11.12.1 as if it
were a Bank hereunder. Such authorization shall survive the repayment of the
Loans and other Obligations and the termination of the Commitments.


                                      -89-


        11.13   COUNTERPARTS.

        This Agreement may be executed by different parties hereto on any number
of separate counterparts, each of which, when so executed and delivered, shall
be an original, and all such counterparts shall together constitute one and the
same instrument.

        11.14   AGENT'S OR BANK'S CONSENT.

        Whenever the Agent's or any Bank's consent is required to be obtained
under this Agreement or any of the other Loan Documents as a condition to any
action, inaction, condition or event, the Agent and each Bank shall be
authorized to give or withhold such consent in its sole and absolute discretion
and to condition its consent upon the giving of additional collateral, the
payment of money or any other matter.

        11.15   EXCEPTIONS.

        The representations, warranties and covenants contained herein shall be
independent of each other, and no exception to any representation, warranty or
covenant shall be deemed to be an exception to any other representation,
warranty or covenant contained herein unless expressly provided, nor shall any
such exceptions be deemed to permit any action or omission that would be in
contravention of applicable Law.

        11.16   CONSENT TO FORUM; WAIVER OF JURY TRIAL.

        EACH LOAN PARTY HEREBY IRREVOCABLY CONSENTS TO THE NONEXCLUSIVE
JURISDICTION OF THE COURT OF COMMON PLEAS OF ALLEGHENY COUNTY AND THE UNITED
STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF PENNSYLVANIA, AND WAIVES
PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH
SERVICE OF PROCESS BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO SUCH LOAN
PARTY AT THE ADDRESSES PROVIDED FOR IN SECTION 11.6 AND SERVICE SO MADE SHALL BE
DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF. EACH LOAN PARTY WAIVES ANY
OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED AGAINST IT AS
PROVIDED HEREIN AND AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK OF
JURISDICTION OR VENUE. EACH LOAN PARTY, THE AGENT AND THE BANKS HEREBY WAIVE
TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND
ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE
COLLATERAL TO THE FULL EXTENT PERMITTED BY LAW.


                                      -90-


        11.17   TAX WITHHOLDING CLAUSE.

        Each Bank or assignee or participant of a Bank that is not incorporated
under the Laws of the United States of America or a state thereof agrees that it
will deliver to each of the Borrower and the Agent two (2) duly completed copies
of the following: (i) Internal Revenue Service Form W-9, 4224 or 1001, or other
applicable form prescribed by the Internal Revenue Service, certifying that such
Bank, assignee or participant is entitled to receive payments under this
Agreement and the other Loan Documents without deduction or withholding of any
United States federal income taxes, or is subject to such tax at a reduced rate
under an applicable tax treaty, or (ii) Internal Revenue Service Form W-8 or
other applicable form or a certificate of such Bank, assignee or participant
indicating that no such exemption or reduced rate is allowable with respect to
such payments. Each Bank, assignee or participant required to deliver to the
Borrower and the Agent a form or certificate pursuant to the preceding sentence
shall deliver such form or certificate as follows: (A) each Bank which is a
party hereto on the Closing Date shall deliver such form or certificate at least
five (5) Business Days prior to the first date on which any interest or fees are
payable by the Borrower hereunder for the account of such Bank; (B) each
assignee or participant shall deliver such form or certificate at least five (5)
Business Days before the effective date of such assignment or participation
(unless the Agent in its sole discretion shall permit such assignee or
participant to deliver such form or certificate less than five (5) Business Days
before such date in which case it shall be due on the date specified by the
Agent). Each Bank, assignee or participant which so delivers a Form W-8, W-9,
4224 or 1001 further undertakes to deliver to each of the Borrower and the Agent
two (2) additional copies of such form (or a successor form) on or before the
date that such form expires or becomes obsolete or after the occurrence of any
event requiring a change in the most recent form so delivered by it, and such
amendments thereto or extensions or renewals thereof as may be reasonably
requested by the Borrower or the Agent, either certifying that such Bank,
assignee or participant is entitled to receive payments under this Agreement and
the other Loan Documents without deduction or withholding of any United States
federal income taxes or is subject to such tax at a reduced rate under an
applicable tax treaty or stating that no such exemption or reduced rate is
allowable. The Agent shall be entitled to withhold United States federal income
taxes at the full withholding rate unless the Bank, assignee or participant
establishes an exemption or that it is subject to a reduced rate as established
pursuant to the above provisions.

        11.18   JOINDER OF GUARANTORS.

        Any Subsidiary of the Borrower which is required to join this Agreement
as a Guarantor pursuant to Section 8.2.9 [Subsidiaries, Partnerships and Joint
Ventures] shall execute and deliver to the Agent (i) a Guarantor Joinder in
substantially the form attached hereto as EXHIBIT 1.1(G)(1) pursuant to which it
shall join as a Guarantor each of the documents to which the Guarantors are
parties; (ii) documents in the forms described in Section 7.1 [Loans and Letters
of Credit] modified as appropriate to relate to such Subsidiary; and (iii)
documents necessary to grant and perfect Prior Security Interests to the Agent
for the benefit of the Banks in all Collateral held by such Subsidiary. In the
case of a Permitted Acquisition, the Person or


                                      -91-


Persons acquired shall deliver such Guarantor Joinder upon consummation of the
Permitted Acquisition. In all other cases, the Loan Parties shall deliver such
Guarantor Joinder and related documents to the Agent within five (5) Business
Days after the date of the filing of such Subsidiary's articles of incorporation
if the Subsidiary is a corporation, the date of the filing of its certificate of
limited partnership if it is a limited partnership or the date of its
organization if it is an entity other than a limited partnership or corporation.

                            [SIGNATURE PAGES FOLLOW]



                                      -92-



        [SIGNATURE PAGE 1 OF 11 TO AMENDED AND RESTATED CREDIT AGREEMENT]


     IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Agreement as of the day and year first above
written.


                                  LINC.NET, INC.


                                  By:
                                     ----------------------------------

                                  Title:
                                        -------------------------------


                                  LINC.NET ACQUISITION CORP.


                                  By:
                                     ----------------------------------

                                  Title:
                                        -------------------------------


                                  CAPITAL LAND SERVICES INC.


                                  By:
                                     ----------------------------------

                                  Title:
                                        -------------------------------


                                  LINC.NET ACQUISITION CORP. II


                                  By:
                                     ----------------------------------

                                  Title:
                                        -------------------------------





        [SIGNATURE PAGE 2 OF 11 TO AMENDED AND RESTATED CREDIT AGREEMENT]


                                  MULLER & PRIBYL UTILITIES, INC.

                                  By:
                                     ----------------------------------

                                  Title:
                                        -------------------------------


                                  M & P UTILITIES, INC.


                                  By:
                                     ----------------------------------

                                  Title:
                                        -------------------------------


                                  C & B ASSOCIATES, LTD. By Linc.net
                                  Acquisition Corp. II, its general partner


                                  By:
                                     ----------------------------------

                                  Title:
                                        -------------------------------


                                  C & B ASSOCIATES II, LTD. By Linc.net
                                  Acquisition Corp. II, its general partner


                                  By:
                                     ----------------------------------

                                  Title:
                                        -------------------------------


                                  NORTH SHORE CABLE CONTRACTORS, INC.


                                  By:
                                     ----------------------------------

                                  Title:
                                        -------------------------------




        [SIGNATURE PAGE 3 OF 11 TO AMENDED AND RESTATED CREDIT AGREEMENT]


                                  TELPRO TECHNOLOGIES, INC.


                                  By:
                                     ----------------------------------

                                  Title:
                                        -------------------------------


                                  GEORGE M. CONSTRUCTION, INC.


                                  By:
                                     ----------------------------------

                                  Title:
                                        -------------------------------


                                  UTILITY CONSULTANTS, INC.


                                  By:
                                     ----------------------------------

                                  Title:
                                        -------------------------------


                                  COMMUNICOR TELECOMMUNICATIONS, INC.


                                  By:
                                     ----------------------------------

                                  Title:
                                        -------------------------------


                                  COMMUNICATIONS CONSTRUCTION COMPANY


                                  By:
                                     ----------------------------------

                                  Title:
                                        -------------------------------


                                  COMMUNICOR EQUIPMENT COMPANY


                                  By:
                                     ----------------------------------

                                  Title:
                                        -------------------------------



        [SIGNATURE PAGE 4 OF 11 TO AMENDED AND RESTATED CREDIT AGREEMENT]


                                  PNC BANK, NATIONAL ASSOCIATION,
                                  individually and as Agent


                                  By:
                                     ----------------------------------

                                  Title:
                                        -------------------------------




        [SIGNATURE PAGE 5 OF 11 TO AMENDED AND RESTATED CREDIT AGREEMENT]


                                  GENERAL ELECTRIC CAPITAL
                                  CORPORATION, individually and as Syndication
                                  Agent


                                  By:
                                     ----------------------------------

                                  Title:
                                        -------------------------------




        [SIGNATURE PAGE 6 OF 11 TO AMENDED AND RESTATED CREDIT AGREEMENT]


                                  HELLER FINANCIAL, INC.


                                  By:
                                     ----------------------------------

                                  Title:
                                        -------------------------------




        [SIGNATURE PAGE 7 OF 11 TO AMENDED AND RESTATED CREDIT AGREEMENT]


                                  KEY CORPORATE CAPITAL INC.


                                  By:
                                     ----------------------------------

                                  Title:
                                        -------------------------------





        [SIGNATURE PAGE 8 OF 11 TO AMENDED AND RESTATED CREDIT AGREEMENT]


                                  UNION PLANTERS BANK


                                  By:
                                     ----------------------------------

                                  Title:
                                        -------------------------------





        [SIGNATURE PAGE 9 OF 11 TO AMENDED AND RESTATED CREDIT AGREEMENT]


                                  ANTARES CAPITAL CORPORATION


                                  By:
                                     ----------------------------------

                                  Title:
                                        -------------------------------




       [SIGNATURE PAGE 10 OF 11 TO AMENDED AND RESTATED CREDIT AGREEMENT]


                                  CHASE BANK OF TEXAS, NATIONAL
                                  ASSOCIATION, AS TRUSTEE OF THE
                                  ANTARES FUNDING TRUST created under the
                                  Trust Agreement dated as of November 30, 1999


                                  By:
                                     ----------------------------------

                                  Title:
                                        -------------------------------




       [SIGNATURE PAGE 11 OF 11 TO AMENDED AND RESTATED CREDIT AGREEMENT]


                                  FIRST UNION NATIONAL BANK


                                  By:
                                     ----------------------------------

                                  Title:
                                        -------------------------------




                                 SCHEDULE 1.1(B)

                 COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES

                                   Page 1 of 3



        PART 1 - COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES TO BANKS




                                 AMOUNT OF                AMOUNT OF              AMOUNT OF
                                COMMITMENT             COMMITMENT FOR           COMMITMENT
                               FOR REVOLVING            TERM LOANS A             FOR TERM             RATABLE SHARE
      BANK                     CREDIT LOANS            --------------             LOANS B             -------------
      ----                     ------------                                       -------
                                                                                          
Name:

PNC Bank, National            $13,901,601.83           $46,338,672.77           $46,338,672.77          46.3387%
Association

Address:
249 Fifth Avenue
Pittsburgh, PA  15222
Attention: James A. Fink
Telephone: (412) 762-8746
Telecopy: (412) 705-0984

James.fink@pncbank.com

Name:
Heller Financial, Inc.         $2,608,695.65            $8,695,652.17            $8,695,652.17           8.6957%

Address:
500 West Monroe Street
Chicago, IL  60661
Attention: Jackie Brown
Telephone: (312) 441-6930
Telecopy: same as above
Jbrown@hellerfin.com





                                 SCHEDULE 1.1(B)

                 COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES

                                   Page 2 of 3

                                                                                            
Name:
General Electric Capital       $6,315,789.47           $21,052,631.58           $21,052,631.58          21.0526%
Corporation

Address:
335 Madison Avenue
12th Floor
New York, NY  10017
Attention: Christian DeAngelis
Telephone: (212) 370-8091
Telecopy: (212) 983-8767
christian.deangelis@gecapital.com

Name:
Antares Capital Corporation    $1,956,521.74            $6,521,739.13              $521,739.13

Address:
311 S. Wacker Drive,
Suite 2725
Chicago, IL  60606
Attention:  Mike King
Telephone: (312) 697-3949
Telecopy: (312) 697-3998
Mking@antareslev.com

Name:
Antares Funding Trust, L.P.              -0-                      -0-            $6,000,000.00

Address:
c/o Chase Bank of Texas, N.A.
600 Travis Street, 50th Floor
Houston, TX  77002
Attention: Edmund Kwan
Telephone: (713) 216-3954
Telecopy: (713) 216-3571





                                 SCHEDULE 1.1(B)

                 COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES

                                   Page 3 of 3

                                                                                             
Name:
First Union National Bank      $1,956,521.74            $6,521,739.13            $6,521,739.13           6.5217%

Address:
NC0760
201 South College Street
Charlotte, NC  28288-0760
Attention: Douglas A. Nickel
Telephone: (704) 383-4003
Telecopy: (704) 715-1117

Name:
Key Corporate Capital Inc.     $1,956,521.74            $6,521,739.13            $6,521,739.13           6.5217%

Address:
66 South Pearl Street,
6th Floor
Albany, NY  12207
Attention: Jay McKenney
Telephone: (518) 487-4167
Telecopy: (518) 488-5199
Jay_r_mckenney@keybank.com

Name:
Union Planters Bank            $1,304,347.83            $4,347,826.09            $4,347,826.09           4.3478%

Address:
1489 West Palmetto Park Rd.
Boca Raton, FL  33486
Attention:  Tom Thureson
Telephone: (561) 361-5623
Telecopy: (561) 361-5612
Thomas.thureson@unionplanters-fla.com


         Total                $30,000,000.00          $100,000,000.00          $100,000,000.00         100.0000%
                              --------------          ---------------          ---------------         ---------






                                   EXHIBIT 2.8

                           LETTER OF CREDIT PROVISIONS

1.   ISSUANCE OF LETTERS OF CREDIT.

     Borrower may request the issuance of a letter of credit (each a "LETTER OF
CREDIT") on behalf of itself or another Loan Party by delivering to the Agent a
completed application and agreement for letters of credit in such form as the
Agent may specify from time to time by no later than 11:00 a.m., Pittsburgh
time, at least five (5) Business Days, or such shorter period as may be agreed
to by the Agent, in advance of the proposed date of issuance. Each Letter of
Credit shall be either a Standby Letter of Credit or a Commercial Letter of
Credit. Subject to the terms and conditions hereof and in reliance on the
agreements of the other Banks set forth in this EXHIBIT 2.8, the Agent will
issue a Letter of Credit provided that each Letter of Credit shall (A) have a
maximum maturity of twelve (12) months from the date of issuance, and (B) in no
event expire later than ten (10) Business Days prior to the Expiration Date and
providing that in no event shall (i) the Letters of Credit Outstanding exceed,
at any one time, $10,000,000 or (ii) the Revolving Facility Usage exceed, at any
one time, the lesser of the Borrowing Base or the Revolving Credit Commitments,
as such Commitments are available based upon consummation of the acquisition of
the Founding Companies as provided in Section 2.1.

2.   LETTER OF CREDIT FEES.

     The Borrower shall pay (i) to the Agent for the ratable account of the
Banks a fee (the "LETTER OF CREDIT FEE") equal to the Applicable Margin for the
Revolving Credit Euro-Rate Option, and (ii) to the Agent for its own account a
fronting fee equal to 1/4% per annum (computed on the basis of a year of 360
days and actual days elapsed), which fees shall be computed on the daily average
Letters of Credit Outstanding and shall be payable quarterly in arrears
commencing with the last Business Day of each June, September, December and
March following issuance of each Letter of Credit and on the Expiration Date.
The Borrower shall also pay to the Agent for the Agent's sole account the
Agent's then in effect customary fees and administrative expenses payable with
respect to the Letters of Credit as the Agent may generally charge or incur from
time to time in connection with the issuance, maintenance, modification (if
any), assignment or transfer (if any), negotiation, and administration of
Letters of Credit.

3.   DISBURSEMENTS, REIMBURSEMENT.

     (a)  Immediately upon the Issuance of each Letter of Credit, each Bank
shall be deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from the Agent a participation in such Letter of Credit and each
drawing thereunder in an amount equal to such Bank's Ratable Share of the
maximum amount available to be drawn under such Letter of Credit and the amount
of such drawing, respectively.




     (b)  In the event of any request for a drawing under a Letter of Credit by
the beneficiary or transferee thereof, the Agent will promptly notify the
Borrower. Provided that it shall have received such notice, the Borrower shall
reimburse (such obligation to reimburse the Agent shall sometimes be referred to
as a "REIMBURSEMENT OBLIGATION") the Agent prior to 12:00 noon, Pittsburgh time
on each date that an amount is paid by the Agent under any Letter of Credit
(each such date, a "DRAWING DATE") in an amount equal to the amount so paid by
the Agent. In the event the Borrower fails to reimburse the Agent for the full
amount of any drawing under any Letter of Credit by 12:00 noon, Pittsburgh time,
on the Drawing Date, the Agent will promptly notify each Bank thereof, and the
Borrower shall be deemed to have requested that Revolving Credit Loans be made
by the Banks under the Base Rate Option to be disbursed on the Drawing Date
under such Letter of Credit, subject to the amount of the unutilized portion of
the Revolving Credit Commitment and subject to the conditions set forth in
Section 7.2 [Each Additional Loan] other than any notice requirements. Any
notice given by the Agent pursuant to this Paragraph 3 may be oral if
immediately confirmed in writing; provided that the lack of such an immediate
confirmation shall not affect the conclusiveness or binding effect of such
notice.

     (c)  Each Bank shall upon any notice pursuant to Paragraph 3(b) of this
EXHIBIT 2.8 make available to the Agent an amount in immediately available funds
equal to its Ratable Share of the amount of the drawing, whereupon the
participating Banks shall (subject to Paragraph 2(d) of this EXHIBIT 2.8) each
be deemed to have made a Revolving Credit Loan under the Base Rate Option to the
Borrower in that amount. If any Bank so notified fails to make available to the
Agent for the account of the Agent the amount of such Bank's Ratable Share of
such amount by no later than 2:00 p.m., Pittsburgh time on the Drawing Date,
then interest shall accrue on such Bank's obligation to make such payment, from
the Drawing Date to the date on which such Bank makes such payment (i) at a rate
per annum equal to the Federal Funds Effective Rate during the first three (3)
days following the Drawing Date and (ii) at a rate per annum equal to the rate
applicable to Loans under the Revolving Credit Base Rate Option on and after the
fourth day following the Drawing Date. The Agent will promptly give notice of
the occurrence of the Drawing Date, but failure of the Agent to give any such
notice on the Drawing Date or in sufficient time to enable any Bank to effect
such payment on such date shall not relieve such Bank from its obligation under
this Paragraph 3(C).

     (d)  With respect to any unreimbursed drawing that is not converted into
Revolving Credit Loans under the Base Rate Option to the Borrower in whole or in
part as contemplated by Paragraph 3(b) of this EXHIBIT 2.8, because of the
Borrower's failure to satisfy the conditions set forth in Section 7.2 [Each
Additional Loan] other than any notice requirements or for any other reason, the
Borrower shall be deemed to have incurred from the Agent a Letter of Credit
Borrowing in the amount of such drawing. Such Letter of Credit Borrowing shall
be due and payable on demand (together with interest) and shall bear interest at
the rate per annum applicable to the Revolving Credit Loans under the Base Rate
Option. Each Bank's payment to the Agent pursuant to Paragraph 3(C) shall be
deemed to be a payment in respect of its



participation in such Letter of Credit Borrowing and shall constitute a
Participation Advance from such Bank in satisfaction of its participation
obligation under this Paragraph 3.

4.   REPAYMENT OF PARTICIPATION ADVANCES.

     (a)  Upon (and only upon) receipt by the Agent for its account of
immediately available funds from the Borrower (i) in reimbursement of any
payment made by the Agent under the Letter of Credit with respect to which any
Bank has made a Participation Advance to the Agent, or (ii) in payment of
interest on such a payment made by the Agent under such a Letter of Credit, the
Agent will pay to each Bank, in the same funds as those received by the Agent,
the amount of such Bank's Ratable Share of such funds, except the Agent shall
retain the amount of the Ratable Share of such funds of any Bank that did not
make a Participation Advance in respect of such payment by Agent.

     (b)  If the Agent is required at any time to return to any Loan Party, or
to a trustee, receiver, liquidator, custodian, or any official in any Insolvency
Proceeding, any portion of the payments made by any Loan Party to the Agent
pursuant to Paragraph 4(a) in reimbursement of a payment made under the Letter
of Credit or interest or fee thereon, each Bank shall, on demand of the Agent,
forthwith return to the Agent the amount of its Ratable Share of any amounts so
returned by the Agent plus interest thereon from the date such demand is made to
the date such amounts are returned by such Bank to the Agent, at a rate per
annum equal to the Federal Funds Effective Rate in effect from time to time.

5.   DOCUMENTATION.

     Each Loan Party agrees to be bound by the terms of the Agent's application
and agreement for letters of credit and the Agent's written regulations and
customary practices relating to letters of credit, though such interpretation
may be different from the such Loan Party's own. In the event of a conflict
between such application or agreement and this Agreement, this Agreement shall
govern. It is understood and agreed that, except in the case of gross negligence
or willful misconduct, the Agent shall not be liable for any error, negligence
and/or mistakes, whether of omission or commission, in following any Loan
Party's instructions or those contained in the Letters of Credit or any
modifications, amendments or supplements thereto.

6.   DETERMINATIONS TO HONOR DRAWING REQUESTS.

     In determining whether to honor any request for drawing under any Letter of
Credit by the beneficiary thereof, the Agent shall be responsible only to
determine that the documents and certificates required to be delivered under
such Letter of Credit have been delivered and that they comply on their face
with the requirements of such Letter of Credit.




7.   NATURE OF PARTICIPATION AND REIMBURSEMENT OBLIGATIONS.

     Each Bank's obligation in accordance with this Agreement to make the
Revolving Credit Loans or Participation Advances, as contemplated by Paragraph 3
of this EXHIBIT 2.8, as a result of a drawing under a Letter of Credit, and the
Obligations of the Borrower to reimburse the Agent upon a draw under a Letter of
Credit, shall be absolute, unconditional and irrevocable, and shall be performed
strictly in accordance with the terms of this EXHIBIT 2.8 under all
circumstances, including without limitation, the following circumstances: (i)
any set-off, counterclaim, recoupment, defense or other right which such Bank
may have against the Agent, the Borrower or any other Person for any reason
whatsoever; the failure of any Loan Party or any other Person to comply, in
connection with a Letter of Credit Borrowing, with the conditions set forth in
Section 2.1 [Revolving Credit Commitments], 2.4 [Revolving Credit Loan
Requests], 2.5 [Making Revolving Credit Loans] or 7.2 [Each Additional Loan] or
as otherwise set forth in this Agreement for the making of a Revolving Credit
Loan, it being acknowledged that such conditions are not required for the making
of a Letter of Credit Borrowing and the obligation of the Banks to make
Participation Advances under Paragraph 3 of this EXHIBIT 2.8; (ii) any lack of
validity or enforceability of any Letter of Credit; the existence of any claim,
set-off, defense or other right which any Loan Party or any Bank may have at any
time against a beneficiary or any transferee of any Letter of Credit (or any
Persons for whom any such transferee may be acting), the Agent or any Bank or
any other Person or, whether in connection with this Agreement, the transactions
contemplated herein or any unrelated transaction; and (iii) any draft, demand,
certificate or other document presented under any Letter of Credit proving to be
forged, fraudulent, invalid or insufficient in any respect or any statement
therein being untrue or inaccurate in any respect even if the Agent has been
notified thereof.

8.   INDEMNITY.

     In addition to amounts payable as provided in Paragraph 5 of EXHIBIT 10
[Agent Provisions], the Borrower hereby agrees to protect, indemnify, pay and
save harmless the Agent from and against any and all claims, demands,
liabilities, damages, losses, costs, charges and expenses (including reasonable
fees, expenses and disbursements of counsel and allocated costs of internal
counsel) which the Agent may incur or be subject to as a consequence, direct or
indirect, of (i) the issuance of any Letter of Credit, other than as a result of
(A) the gross negligence or willful misconduct of the Agent as determined by a
final judgment of a court of competent jurisdiction or (B) subject to the
following clause (ii), the wrongful dishonor by the Agent of a proper demand for
payment made under any Letter of Credit, or (ii) the failure of the Agent to
honor a drawing under any such Letter of Credit as a result of any act or
omission, whether rightful or wrongful, of any present or future de jure or de
facto government or governmental authority (all such acts or omissions herein
called "GOVERNMENTAL ACTS").




9.   LIABILITY FOR ACTS AND OMISSIONS.

     As between any Loan Party and the Agent, such Loan Party assumes all risks
of the acts and omissions of, or misuse of the Letters of Credit by, the
respective beneficiaries of such Letters of Credit. In furtherance and not in
limitation of the foregoing, the Agent shall not be responsible for: (i) the
form, validity, sufficiency, accuracy, genuineness or legal effect of any
document submitted by any party in connection with the application for an
issuance of any such Letter of Credit, even if it should in fact prove to be in
any or all respects invalid, insufficient, inaccurate, fraudulent or forged
(even if the Agent shall have been notified thereof); (ii) the validity or
sufficiency of any instrument transferring or assigning or purporting to
transfer or assign any such Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason; (iii) the failure of the beneficiary of
any such Letter of Credit, or any other party to which such Letter of Credit may
be transferred, to comply fully with any conditions required in order to draw
upon such Letter of Credit or any other claim of any Loan Party against any
beneficiary of such Letter of Credit, or any such transferee, or any dispute
between or among any Loan Party and any beneficiary of any Letter of Credit or
any such transferee; (iv) errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable, telegraph, telex or
otherwise, whether or not they be in cipher; (v) errors in interpretation of
technical terms; (vi) any loss or delay in the transmission or otherwise of any
document required in order to make a drawing under any such Letter of Credit or
of the proceeds thereof; (vii) the misapplication by the beneficiary of any such
Letter of Credit of the proceeds of any drawing under such Letter of Credit; or
(viii) any consequences arising from causes beyond the control of the Agent,
including any Governmental Acts, and none of the above shall affect or impair,
or prevent the vesting of, any of the Agent's rights or powers hereunder.
Nothing in the preceding sentence shall relieve the Agent from liability for the
Agent's gross negligence or willful misconduct in connection with actions or
omissions described in such clauses (i) through (viii) of such sentence.



                                   EXHIBIT 8.3

                             REPORTING REQUIREMENTS

1.   MONTHLY FINANCIAL STATEMENTS.

     As soon as available and in any event within forty-five (45) calendar days
after the end of each calendar month other than the last month of each fiscal
quarter, the Borrower's financial statements, consisting of a consolidated and,
prior to the later of December 31, 2000 or an IPO, consolidating balance sheet
as of the end of such month and related consolidated and, prior to the later of
December 31, 2000 or an IPO, consolidating statements of income, stockholders'
equity and cash flows for the month then ended and the fiscal year through that
date, all in reasonable detail and certified (subject to normal year-end
adjustments and the absence of footnotes) by the Chief Executive Officer,
President or Chief Financial Officer of the Borrower as having been prepared in
accordance with GAAP, consistently applied, and setting forth in comparative
form the respective financial statements for the corresponding date and period
in the previous fiscal year.

     As soon as available and in any event within thirty (30) calendar days
after the end of each calendar month, a Borrowing Base Certificate as of the
last day of the immediately preceding month in the form of EXHIBIT 1.1(B)
hereto, appropriately completed, executed and delivered by the Chief Executive
Officer, President or Chief Financial Officer of the Borrower.

2.   QUARTERLY FINANCIAL STATEMENTS.

     As soon as available and in any event within sixty (60) calendar days after
the end of each of the first three (3) fiscal quarters in each fiscal year,
financial statements of the Borrower, consisting of a consolidated and, prior to
the later of December 31, 2000 or an IPO, consolidating balance sheet as of the
end of such fiscal quarter and related consolidated and, prior to the later of
December 31, 2000 or an IPO, consolidating statements of income, retained
earnings and cash flows for the fiscal quarter then ended and the fiscal year
through that date, all in reasonable detail and certified (subject to normal
year-end audit adjustments and the absence of footnotes) by the Chief Executive
Officer, President or Chief Financial Officer of the Borrower as having been
prepared in accordance with GAAP, consistently applied, and setting forth in
comparative form the respective financial statements for the corresponding date
and period in the previous fiscal year.

3.   ANNUAL FINANCIAL STATEMENTS.

     As soon as available and in any event within one hundred twenty (120) days
after the end of each fiscal year of the Borrower, financial statements of the
Borrower consisting of a consolidated and, prior to the later of December 31,
2000 or an IPO, consolidating balance sheet as of the end of such fiscal year,
and related consolidated and, prior to the later of December 31, 2000 or an IPO,
consolidating statements of income, retained earnings and cash flows for the




fiscal year then ended, all in reasonable detail and setting forth in
comparative form the financial statements as of the end of and for the preceding
fiscal year, and certified by independent certified public accountants of
nationally recognized standing satisfactory to the Agent. The certificate or
report of accountants shall be free of qualifications (other than any
consistency qualification that may result from a change in the method used to
prepare the financial statements as to which such accountants concur) and shall
not indicate the occurrence or existence of any event, condition or contingency
which would materially impair the prospect of payment or performance of any
covenant, agreement or duty of any Loan Party under any of the Loan Documents.
The Loan Parties shall deliver with such financial statements and certification
by their accountants a letter of such accountants to the Agent and the Banks
substantially (i) to the effect that, based upon their ordinary and customary
examination of the affairs of the Borrower, performed in connection with the
preparation of such consolidated financial statements, and in accordance with
generally accepted auditing standards, they are not aware of the existence of
any condition or event which constitutes an Event of Default or Potential
Default or, if they are aware of such condition or event, stating the nature
thereof and confirming the Borrower's calculations with respect to the
certificate to be delivered pursuant to paragraph 4 of this SCHEDULE 8.3 with
respect to such financial statements and (ii) to the effect that the Banks are
intended to rely upon such accountant's certification of the annual financial
statements and that such accountants authorize the Loan Parties to deliver such
reports and certificate to the Banks on such accountants' behalf.

4.   CERTIFICATE OF THE BORROWER.

     Concurrently with the financial statements of the Borrower furnished to the
Agent and to the Banks pursuant to paragraphs 2 and 3 of this EXHIBIT 8.3, a
certificate of the Borrower signed by the Chief Executive Officer, President or
Chief Financial Officer of the Borrower, in the form of EXHIBIT 8.3.4, to the
effect that, except as described pursuant to paragraph 5 of this SCHEDULE 8.3,
(i) the representations and warranties of the Borrower contained in Section 6
and in the other Loan Documents are true on and as of the date of such
certificate with the same effect as though such representations and warranties
had been made on and as of such date (except representations and warranties
which expressly relate solely to an earlier date or time) and the Loan Parties
have performed and complied with all covenants and conditions hereof, (ii) no
Event of Default or Potential Default exists and is continuing on the date of
such certificate, (iii) containing calculations in sufficient detail to
demonstrate compliance as of the date of such financial statements with all
financial covenants contained in Section 8.2 [Negative Covenants], and (iv)
containing a general management discussion of the financial statement results
for such period. The Borrower shall also provide concurrently with the
certificate described above a written summary discussing the financial results
for the fiscal quarter/fiscal year then ended and comparing the results to the
prior year's fiscal quarter/fiscal year and to the annual budget delivered to
the Agent and the Banks pursuant to paragraph 8(a) of this Exhibit 8.3. The
certificate delivered with the annual financial statements pursuant to paragraph
3 shall include a determination in reasonable detail of the Excess Cash Flow and
the amount of the Mandatory Prepayment of Excess Cash Flow applicable to such
fiscal year.





5.   NOTICE OF DEFAULT.

     Promptly after any officer of any Loan Party has learned of the occurrence
of an Event of Default or Potential Default, a certificate signed by the Chief
Executive Officer, President or Chief Financial Officer of such Loan Party
setting forth the details of such Event of Default or Potential Default and the
action which such Loan Party proposes to take with respect thereto.

6.   NOTICE OF LITIGATION.

     Promptly after the commencement thereof, notice of all actions, suits,
proceedings or investigations before or by any Official Body or any other Person
against any Loan Party or Subsidiary of any Loan Party which relate to the
Collateral, involve a claim or series of claims in excess of $250,000 or which
if adversely determined would constitute a Material Adverse Change.

7.   CERTAIN EVENTS.

     Written notice to the Agent:

     (a)  at least thirty (30) calendar days prior thereto, with respect to any
proposed sale or transfer of assets pursuant to Section 8.2.7(iv) or (v)
[Dispositions of Assets or Subsidiaries],

     (b)  within the time limits set forth in Section 8.2.14 [Changes in
Organizational Documents], any amendment to the organizational documents of any
Loan Party; and

     (c)  at least thirty (30) calendar days prior thereto, with respect to any
change in any Loan Party's locations from the locations set forth in Schedule A
to the Security Agreement.

8.   BUDGETS, FORECASTS, OTHER REPORTS AND INFORMATION.

     Promptly upon their becoming available to the Borrower:

     (a)  the annual budget and any forecasts or projections of the Borrower,
and its Subsidiaries on a consolidated and consolidating basis, to be supplied
not later than thirty (30) days after commencement of the fiscal year to which
any of the foregoing may be applicable,

     (b)  any reports including management letters submitted to the Borrower by
independent accountants in connection with any annual, interim or special audit,




     (c)  any reports, notices or proxy statements generally distributed by the
Borrower to its stockholders on a date no later than the date supplied to such
stockholders,

     (d)  regular or periodic reports, including Forms 10-K, 10-Q and 8-K,
registration statements and prospectuses, filed by the Borrower with the
Securities and Exchange Commission,

     (e)  a copy of any order in any proceeding to which the Borrower or any of
its Subsidiaries is a party issued by any Official Body, and

     (f)  such other reports and information as any of the Banks may from time
to time reasonably request. The Borrower shall also notify the Banks promptly of
the enactment or adoption of any Law which may result in a Material Adverse
Change.

9.   NOTICES REGARDING PLANS AND BENEFIT ARRANGEMENTS; CERTAIN EVENTS.

     Promptly upon becoming aware of the occurrence thereof, notice (including
the nature of the event and, when known, any action taken or threatened by the
Internal Revenue Service or the PBGC with respect thereto) of:

     (a)  any Reportable Event with respect to the Borrower or any other member
of the ERISA Group (regardless of whether the obligation to report said
Reportable Event to the PBGC has been waived),

     (b)  any Prohibited Transaction which could subject the Borrower or any
other member of the ERISA Group to a civil penalty assessed pursuant to Section
502(i) of ERISA or a tax imposed by Section 4975 of the Internal Revenue Code in
connection with any Plan, any Benefit Arrangement or any trust created
thereunder,

     (c)  any assertion of material withdrawal liability with respect to any
Multiemployer Plan,

     (d)  any partial or complete withdrawal from a Multiemployer Plan by the
Borrower or any other member of the ERISA Group under Title IV of ERISA (or
assertion thereof), where such withdrawal is likely to result in material
withdrawal liability,

     (e)  any cessation of operations (by the Borrower or any other member of
the ERISA Group) at a facility in the circumstances described in Section 4062(e)
of ERISA,

     (f)  withdrawal by the Borrower or any other member of the ERISA Group from
a Multiple Employer Plan,

     (g)  a failure by the Borrower or any other member of the ERISA Group to
make a payment to a Plan required to avoid imposition of a Lien under Section
302(f) of ERISA,




     (h)  the adoption of an amendment to a Plan requiring the provision of
security to such Plan pursuant to Section 307 of ERISA, or

     (i)  any change in the actuarial assumptions or funding methods used for
any Plan, where the effect of such change is to materially increase or
materially reduce the unfunded benefit liability or obligation to make periodic
contributions.

10.  NOTICES OF INVOLUNTARY TERMINATION AND ANNUAL REPORTS

     Promptly after receipt thereof, copies of (a) all notices received by the
Borrower or any other member of the ERISA Group of the PBGC's intent to
terminate any Plan administered or maintained by the Borrower or any member of
the ERISA Group, or to have a trustee appointed to administer any such Plan; and
(b) at the request of the Agent or any Bank each annual report (IRS Form 5500
series) and all accompanying schedules, the most recent actuarial reports, the
most recent financial information concerning the financial status of each Plan
administered or maintained by the Borrower or any other member of the ERISA
Group, and schedules showing the amounts contributed to each such Plan by or on
behalf of the Borrower or any other member of the ERISA Group in which any of
their personnel participate or from which such personnel may derive a benefit,
and each Schedule B (Actuarial Information) to the annual report filed by the
Borrower or any other member of the ERISA Group with the Internal Revenue
Service with respect to each such Plan.

11.  NOTICE OF VOLUNTARY TERMINATION.

     Promptly upon the filing thereof, copies of any Form 5310, or any successor
or equivalent form to Form 5310, filed with the PBGC in connection with the
termination of any Plan.






                                   EXHIBIT 10

                                AGENT PROVISIONS

1.   APPOINTMENT.

     Each Bank hereby irrevocably designates, appoints and authorizes PNC Bank
to act as Agent for such Bank under this Agreement and to execute and deliver or
accept on behalf of each of the Banks the other Loan Documents. Each Bank hereby
irrevocably authorizes, and each holder of any Note by the acceptance of a Note
shall be deemed irrevocably to authorize, the Agent to take such action on its
behalf under the provisions of this Agreement and the other Loan Documents and
any other instruments and agreements referred to herein, and to exercise such
powers and to perform such duties hereunder as are specifically delegated to or
required of the Agent by the terms hereof, together with such powers as are
reasonably incidental thereto. PNC Bank agrees to act as the Agent on behalf of
the Banks to the extent provided in this Agreement.

2.   DELEGATION OF DUTIES.

     The Agent may perform any of its duties hereunder by or through agents or
employees (provided such delegation does not constitute a relinquishment of its
duties as Agent) and, subject to Paragraphs 5 and 6 of this EXHIBIT 10, shall be
entitled to engage and pay for the advice or services of any attorneys,
accountants or other experts concerning all matters pertaining to its duties
hereunder and to rely upon any advice so obtained.

3.   NATURE OF DUTIES; INDEPENDENT CREDIT INVESTIGATION.

                  The Agent shall have no duties or responsibilities except
those expressly set forth in this Agreement and no implied covenants, functions,
responsibilities, duties, obligations, or liabilities shall be read into this
Agreement or otherwise exist. The duties of the Agent shall be mechanical and
administrative in nature; the Agent shall not have by reason of this Agreement a
fiduciary or trust relationship in respect of any Bank; and nothing in this
Agreement, expressed or implied, is intended to or shall be so construed as to
impose upon the Agent any obligations in respect of this Agreement except as
expressly set forth herein. Without limiting the generality of the foregoing,
the use of the term "agent" in this Agreement with reference to the Agent is not
intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable Law. Instead, such term is used
merely as a matter of market custom, and is intended to create or reflect only
an administrative relationship between independent contracting parties. Each
Bank expressly acknowledges (i) that the Agent has not made any representations
or warranties to it and that no act by the Agent hereafter taken, including any
review of the affairs of any of the Loan Parties, shall be deemed to constitute
any representation or warranty by the Agent to any Bank; (ii) that it has made
and will continue to make, without reliance upon the Agent, its own independent
investigation of the financial condition and affairs and its own appraisal of
the creditworthiness of each of the Loan Parties in connection with this




Agreement and the making and continuance of the Loans hereunder; and (iii)
except as expressly provided herein, that the Agent shall have no duty or
responsibility, either initially or on a continuing basis, to provide any Bank
with any credit or other information with respect thereto, whether coming into
its possession before the making of any Loan or at any time or times thereafter.

4.   ACTIONS IN DISCRETION OF AGENT; INSTRUCTIONS FROM THE BANKS.

     The Agent agrees, upon the written request of the Required Banks, to take
or refrain from taking any action of the type specified as being within the
Agent's rights, powers or discretion herein, provided that the Agent shall not
be required to take any action which exposes the Agent to personal liability or
which is contrary to this Agreement or any other Loan Document or applicable
Law. In the absence of a request by the Required Banks, the Agent shall have
authority, in its sole discretion, to take or not to take any such action,
unless this Agreement specifically requires the consent of the Required Banks or
all of the Banks. Any action taken or failure to act pursuant to such
instructions or discretion shall be binding on the Banks, subject to Paragraph 6
of this EXHIBIT 10. Subject to the provisions of Paragraph 6, no Bank shall have
any right of action whatsoever against the Agent as a result of the Agent acting
or refraining from acting hereunder in accordance with the instructions of the
Required Banks, or in the absence of such instructions, in the absolute
discretion of the Agent.

5.   REIMBURSEMENT AND INDEMNIFICATION OF AGENT BY THE BORROWER.

     The Borrower unconditionally agrees to pay or reimburse the Agent and hold
the Agent harmless against (a) liability for the payment of all reasonable
out-of-pocket costs, expenses and disbursements, including reasonable fees and
expenses of counsel, appraisers and environmental consultants, incurred by the
Agent (i) in connection with the development, negotiation, preparation,
printing, execution, administration, syndication, interpretation and performance
of this Agreement and the other Loan Documents (provided that prior to an Event
of Default, the Borrower shall only be responsible to reimburse the Agent for
expenses of the Agent relating to one audit of the Loan Parties books and
records in each year), (ii) relating to any requested amendments, waivers or
consents pursuant to the provisions hereof, (iii) in connection with the
enforcement of this Agreement or any other Loan Document or collection of
amounts due hereunder or thereunder or the proof and allowability of any claim
arising under this Agreement or any other Loan Document, whether in bankruptcy
or receivership proceedings or otherwise, and (iv) in any workout or
restructuring or in connection with the protection, preservation, exercise or
enforcement of any of the terms hereof or of any rights hereunder or under any
other Loan Document or in connection with any foreclosure, collection or
bankruptcy proceedings, and (b) all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by or asserted
against the Agent, in its capacity as such, in any way relating to or arising
out of this Agreement or any other Loan Documents or any action taken or omitted
by the Agent hereunder or thereunder, provided that the Borrower shall not be
liable for any portion of



such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements if the same results from the Agent's
gross negligence or willful misconduct, or if the Borrower was not given notice
of the subject claim and the opportunity to participate in the defense thereof,
at its expense (except that the Borrower shall remain liable to the extent such
failure to give notice does not result in a loss to the Borrower), or if the
same results from a compromise or settlement agreement entered into without the
consent of the Borrower, which shall not be unreasonably withheld. In addition,
the Borrower agrees to reimburse and pay all reasonable out-of-pocket expenses
of the Agent's regular employees and agents engaged periodically to perform
audits of the Loan Parties' books, records and business properties.

6.   EXCULPATORY PROVISIONS; LIMITATION OF LIABILITY.

     Neither the Agent nor any of its directors, officers, employees, agents,
attorneys or Affiliates shall (a) be liable to any Bank for any action taken or
omitted to be taken by it or them hereunder, or in connection herewith including
pursuant to any Loan Document, unless caused by its or their own gross
negligence or willful misconduct, (b) be responsible in any manner to any of the
Banks for the effectiveness, enforceability, genuineness, validity or the due
execution of this Agreement or any other Loan Documents or for any recital,
representation, warranty, document, certificate, report or statement herein or
made or furnished under or in connection with this Agreement or any other Loan
Documents, or (C) be under any obligation to any of the Banks to ascertain or to
inquire as to the performance or observance of any of the terms, covenants or
conditions hereof or thereof on the part of the Loan Parties, or the financial
condition of the Loan Parties, or the existence or possible existence of any
Event of Default or Potential Default. No claim may be made by any of the Loan
Parties, any Bank, the Agent or any of their respective Subsidiaries against the
Agent, any Bank or any of their respective directors, officers, employees,
agents, attorneys or Affiliates, or any of them, for any special, indirect or
consequential damages or, to the fullest extent permitted by Law, for any
punitive damages in respect of any claim or cause of action (whether based on
contract, tort, statutory liability, or any other ground) based on, arising out
of or related to any Loan Document or the transactions contemplated hereby or
any act, omission or event occurring in connection therewith, including the
negotiation, documentation, administration or collection of the Loans, and each
of the Loan Parties, (for itself and on behalf of each of its Subsidiaries), the
Agent and each Bank hereby waive, releases and agree never to sue upon any claim
for any such damages, whether such claim now exists or hereafter arises and
whether or not it is now known or suspected to exist in its favor. Each Bank
agrees that, except for notices, reports and other documents expressly required
to be furnished to the Banks by the Agent hereunder or given to the Agent for
the account of or with copies for the Banks, the Agent and each of its
directors, officers, employees, agents, attorneys or Affiliates shall not have
any duty or responsibility to provide any Bank with any credit or other
information concerning the business, operations, property, condition (financial
or otherwise), prospects or creditworthiness of the Loan Parties which may come
into the possession of the Agent or any of its directors, officers, employees,
agents, attorneys or Affiliates.



7.   REIMBURSEMENT AND INDEMNIFICATION OF AGENT BY BANKS.

     Each Bank agrees to reimburse and indemnify the Agent (to the extent not
reimbursed by the Borrower and without limiting the Obligation of the Borrower
to do so) in proportion to its Ratable Share from and against all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements, including attorneys' fees and disbursements
(including the allocated costs of staff counsel), and costs of appraisers and
environmental consultants, of any kind or nature whatsoever which may be imposed
on, incurred by or asserted against the Agent, in its capacity as such, in any
way relating to or arising out of this Agreement or any other Loan Documents or
any action taken or omitted by the Agent hereunder or thereunder, provided that
no Bank shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements (a) if the same results from the Agent's gross negligence or
willful misconduct, or (b) if such Bank was not given notice of the subject
claim and the opportunity to participate in the defense thereof, at its expense
(except that such Bank shall remain liable to the extent such failure to give
notice does not result in a loss to the Bank), or (C) if the same results from a
compromise and settlement agreement entered into without the consent of such
Bank, which shall not be unreasonably withheld. In addition, each Bank agrees
promptly upon demand to reimburse the Agent (to the extent not reimbursed by the
Borrower and without limiting the Obligation of the Borrower to do so) in
proportion to its Ratable Share for all amounts due and payable by the Borrower
to the Agent in connection with the Agent's periodic audit of the Loan Parties'
books, records and business properties.

8.   RELIANCE BY AGENT.

     The Agent shall be entitled to rely upon any writing, telegram, telex or
teletype message, resolution, notice, consent, certificate, letter, cablegram,
statement, order or other document or conversation by telephone or otherwise
believed by it to be genuine and correct and to have been signed, sent or made
by the proper Person or Persons, and upon the advice and opinions of counsel and
other professional advisers selected by the Agent. The Agent shall be fully
justified in failing or refusing to take any action hereunder unless it shall
first be indemnified to its satisfaction by the Banks against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action.

9.   NOTICE OF DEFAULT.

     The Agent shall not be deemed to have knowledge or notice of the occurrence
of any Potential Default or Event of Default unless the Agent has received
written notice from a Bank or the Borrower referring to this Agreement,
describing such Potential Default or Event of Default and stating that such
notice is a "notice of default."



10.  NOTICES.

     The Agent shall promptly send to each Bank a copy of all notices received
from the Borrower pursuant to the provisions of this Agreement or the other Loan
Documents promptly upon receipt thereof. The Agent shall promptly notify the
Borrower and the other Banks of each change in the Base Rate and the effective
date thereof.

11.  BANKS IN THEIR INDIVIDUAL CAPACITIES.

     With respect to its Revolving Credit Commitment, the Revolving Credit
Loans, the Term Loan Commitment and the Term Loan made by it and any other
rights and powers given to it as a Bank hereunder or under any of the other Loan
Documents, the Agent shall have the same rights and powers hereunder as any
other Bank and may exercise the same as though it were not the Agent, and the
term "BANKS" shall, unless the context otherwise indicates, include the Agent in
its individual capacity. PNC Bank and its Affiliates and each of the Banks and
their respective Affiliates may, without liability to account, except as
prohibited herein, make loans to, accept deposits from, discount drafts for, act
as trustee under indentures of, and generally engage in any kind of banking or
trust business with, the Loan Parties and their Affiliates, in the case of the
Agent, as though it were not acting as Agent hereunder and in the case of each
Bank, as though such Bank were not a Bank hereunder. The Banks acknowledge that,
pursuant to such activities, the Agent or its Affiliates may (i) receive
information regarding the Loan Parties (including information that may be
subject to confidentiality obligations in favor of the Loan Parties) and
acknowledge that the Agent shall be under no obligation to provide such
information to them, and (ii) accept fees and other consideration from the Loan
Parties for services in connection with this Agreement and otherwise without
having to account for the same to the Banks.

12.  HOLDERS OF NOTES.

     The Agent may deem and treat any payee of any Note as the owner thereof for
all purposes hereof unless and until written notice of the assignment or
transfer thereof shall have been filed with the Agent. Any request, authority or
consent of any Person who at the time of making such request or giving such
authority or consent is the holder of any Note shall be conclusive and binding
on any subsequent holder, transferee or assignee of such Note or of any Note or
Notes issued in exchange therefor.

13.  EQUALIZATION OF BANKS.

                  The Banks and the holders of any participations in any Notes
agree among themselves that, with respect to all amounts received by any Bank or
any such holder for application on any Obligation hereunder or under any Note or
under any such participation, whether received by voluntary payment, by
realization upon security, by the exercise of the right of set-off or banker's
lien, by counterclaim or by any other non-pro rata source, equitable adjustment
will be made in the manner stated in the following sentence so that, in effect,
all such




excess amounts will be shared ratably among the Banks and such holders in
proportion to their interests in payments under the Notes, except as otherwise
provided in Section 4.4.2, 5.4.2 or 5.6. The Banks or any such holder receiving
any such amount shall purchase for cash from each of the other Banks an interest
in such Bank's Loans in such amount as shall result in a ratable participation
by the Banks and each such holder in the aggregate unpaid amount under the
Notes, provided that if all or any portion of such excess amount is thereafter
recovered from the Bank or the holder making such purchase, such purchase shall
be rescinded and the purchase price restored to the extent of such recovery,
together with interest or other amounts, if any, required by law (including
court order) to be paid by the Bank or the holder making such purchase.

14.  SUCCESSOR AGENT.

     The Agent (i) may resign as Agent or (ii) shall resign if such resignation
is requested by the Required Banks (if the Agent is a Bank, the Agent's Loans
and its Commitment shall be considered in determining whether the Required Banks
have requested such resignation), in either case of (i) or (ii) by giving not
less than thirty (30) days' prior written notice to the Borrower. If the Agent
shall resign under this Agreement, then either (a) the Required Banks shall
appoint from among the Banks a successor agent for the Banks, subject to the
consent of the Borrower, such consent not to be unreasonably withheld, or (b) if
a successor agent shall not be so appointed and approved within the thirty (30)
day period following the Agent's notice to the Banks of its resignation, then
the Agent shall appoint, with the consent of the Borrower, such consent not to
be unreasonably withheld, a successor agent who shall serve as Agent until such
time as the Required Banks appoint and the Borrower consents to the appointment
of a successor agent. Upon its appointment pursuant to either clause (a) or (b)
above, such successor agent shall succeed to the rights, powers and duties of
the Agent, and the term "AGENT" shall mean such successor agent, effective upon
its appointment, and the former Agent's rights, powers and duties as Agent shall
be terminated without any other or further act or deed on the part of such
former Agent or any of the parties to this Agreement. After the resignation of
any Agent hereunder, the provisions of this EXHIBIT 10 shall inure to the
benefit of such former Agent and such former Agent shall not by reason of such
resignation be deemed to be released from liability for any actions taken or not
taken by it while it was an Agent under this Agreement.

15.  AGENT'S FEE.

     The Borrower shall pay to the Agent a nonrefundable fee (the "AGENT'S FEE")
under the terms of a letter (the "AGENT'S LETTER") between the Borrower and
Agent, dated June 16, 2000 as amended from time to time.

16.  AVAILABILITY OF FUNDS.

     The Agent may assume that each Bank has made or will make the proceeds of a
Loan available to the Agent unless the Agent shall have been notified by such
Bank on or before the later of (1) the close of Business on the Business Day
preceding the Borrowing Date with respect to such Loan or two (2) hours before
the time on which the Agent actually funds the



proceeds of such Loan to the Borrower (whether using its own funds pursuant to
this Paragraph 16 or using proceeds deposited with the Agent by the Banks and
whether such funding occurs before or after the time on which Banks are required
to deposit the proceeds of such Loan with the Agent). The Agent may, in reliance
upon such assumption (but shall not be required to), make available to the
Borrower a corresponding amount. If such corresponding amount is not in fact
made available to the Agent by such Bank, the Agent shall be entitled to recover
such amount on demand from such Bank (or, if such Bank fails to pay such amount
forthwith upon such demand from the Borrower) together with interest thereon, in
respect of each day during the period commencing on the date such amount was
made available to the Borrower and ending on the date the Agent recovers such
amount, at a rate per annum equal to (i) the Federal Funds Effective Rate during
the first three (3) days after such interest shall begin to accrue and (ii) the
applicable interest rate in respect of such Loan after the end of such three
(3)-day period.

17   CALCULATIONS.

     In the absence of gross negligence or willful misconduct, the Agent shall
not be liable for any error in computing the amount payable to any Bank whether
in respect of the Loans, fees or any other amounts due to the Banks under this
Agreement. In the event an error in computing any amount payable to any Bank is
made, the Agent, the Borrower and each affected Bank shall, forthwith upon
discovery of such error, make such adjustments as shall be required to correct
such error, and any compensation therefor will be calculated at the Federal
Funds Effective Rate.

18.  BENEFICIARIES.

     Except as expressly provided herein, the provisions of this EXHIBIT 10 are
solely for the benefit of the Agent and the Banks, and the Loan Parties shall
not have any rights to rely on or enforce any of the provisions hereof. In
performing its functions and duties under this Agreement, the Agent shall act
solely as agent of the Banks and does not assume and shall not be deemed to have
assumed any obligation toward or relationship of agency or trust with or for any
of the Loan Parties.



                                 SCHEDULE 1.1(A)

                                  PRICING GRID


- ----------------------- --------------------------- --------------------------- --------------------------- ------------------------
                                 LEVEL I                     LEVEL II                   LEVEL III                  LEVEL IV
- ----------------------- --------------------------- --------------------------- --------------------------- ------------------------
                                                                                                
Basis for               If the Leverage Ratio is    If the Leverage Ratio is    If the Leverage Ratio is    If the Leverage Ratio
Pricing*                less than 1.75x             equal to or greater than    equal to or greater than    is equal to or greater
                                                    1.75x but less than 2.25x   2.25x but less than 2.75x   than 2.75x
- ----------------------- --------------------------- --------------------------- --------------------------- ------------------------
REVOLVER
- ----------------------- --------------------------- --------------------------- --------------------------- ------------------------
Revolving Credit                   275                         300                         325                        350
Euro-Rate Margin
======================= =========================== =========================== =========================== ========================
Revolving Credit Base              125                         150                         175                        200
Rate Margin
======================= =========================== =========================== =========================== ========================
TERM LOAN A
======================= =========================== =========================== =========================== ========================
Term Loan A Euro-Rate              275                         300                         325                        350
Margin
======================= =========================== =========================== =========================== ========================
Term Loan A Base Rate              125                         150                         175                        200
Margin
======================= =========================== =========================== =========================== ========================
COMMITMENT FEE                    37.50                       37.50                         50                        50
- ----------------------- --------------------------- --------------------------- --------------------------- ------------------------

All pricing is expressed in basis points. A basis point is equal to 1/100 of 1%.




                                 EXHIBIT 1.1 (B)

                           BORROWING BASE CERTIFICATE

                                                       DATE: ____________

In accordance with the terms of the Amended and Restated Credit Agreement dated
as of ____________, 2000, as further amended from time to time (the "CREDIT
AGREEMENT"), among Linc.net, Inc. (the "BORROWER"), the Guarantors party
thereto, and General Electric Capital Corporation, as Syndication Agent, and PNC
Bank, National Association, as Agent (the "AGENT"), and various lenders party
thereto (the "BANKS"), the Borrower hereby makes the following certification:



                                                                                     
Total Accounts                                                                          1.  $
                                                                                             ---------
Less Ineligible Accounts                                                                2.  $
                                                                                             ---------
Eligible Accounts                                                                       3.  $
                                                                                             ---------
Account Advance Rate                                                                    x    .85
                                                                                             ---------
Account Availability                                                                    4.  $
                                                                                             ---------
Total Inventory                                                                         5.  $
                                                                                             ---------
Less Ineligible Inventory                                                               6.  $
                                                                                             ---------
Eligible Inventory                                                                      7.  $
                                                                                             ---------
Inventory Advance Rate                                                                  x    .50
                                                                                             ---------
Inventory Availability                                                                  8.  $
                                                                                             ---------
Line 4 plus Line 8 (Borrowing Base)                                                     9.  $
                                                                                             ---------
Maximum Amount of Revolving Facility (As available pursuant to Section 2.1)             10. $
                                                                                             ---------
Availability for Revolving Credit Usage (lesser of lines 9 and 10)                      11. $
                                                                                             ---------
Revolving Credit Loans Outstanding                                                      12. $
                                                                                             ---------
Letters of Credit Outstanding                                                           13. $
                                                                                             ---------
Sum of (12) and (13)                                                                    14. $
                                                                                             ---------
Excess (deficiency) ((11) minus (14))                                                   15. $
                                                                                             ---------


CERTIFIED BY:
             -----------------------

TITLE:
      ------------------------------

EX-5.1

                                KIRKLAND & ELLIS
                PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS



                             200 East Randolph Drive
                             Chicago, Illinois 60601

To Call Writer Directly:          (312) 861-2000                    Facsimile:
(312) 861-2000                                                  (312) 861-2200


                                November 10, 2000


Linc.net, Inc.
6161 Blue Lagoon Drive
Suite 300
Miami, Florida 33126

                           Re:      Linc.net, Inc.
                                    Registration Statement on Form S-1

Ladies and Gentlemen:

     We are acting as special counsel to Linc.net, Inc., a Delaware corporation
(the "Company"), in connection with the proposed registration by the Company of
5,390,625 shares (the "Shares") of its Common Stock, par value $.01 per share
(the "Common Stock"), including 703,125 shares of its Common Stock to cover
over-allotments, if any, pursuant to a Registration Statement on Form S-1,
originally filed with the Securities and Exchange Commission (the "Commission")
on September 12, 2000 under the Securities Act of 1933, as amended (the "Act")
(such Registration Statement, as amended or supplemented, is hereinafter
referred to as the "Registration Statement").

     For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the legal capacity of
all natural persons, the genuineness of the signatures of persons signing all
documents in connection with which this opinion is rendered, the authority of
such persons signing on behalf of the parties thereto other than the Company and
the due authorization, execution and delivery of all documents by the parties
thereto other than the Company. As to any facts material to the opinions
expressed herein, we have relied upon the statements and representations of
officers and other representations of the Company and others.

     Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), (iii)
public





Linc.net, Inc.
November 10, 2000
Page 2

policy considerations which may limit the rights of parties to obtain certain
remedies and (iv) any laws except the internal laws of the State of Illinois,
the General Corporation law of the State of Delaware and the federal law of the
United States of America.

     Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we hereby advise you
that in our opinion:

     (1) The Company is a corporation validly existing and in good standing
under the laws of the State of Delaware.

     (2) The Shares have been duly authorized, and, when the Registration
Statement becomes effective under the Act, the Board of Directors of the Company
has taken all necessary action to approve the issuance and sale of the Shares,
the Shares have been issued in accordance with the terms of the Underwriting
Agreement, upon receipt of the consideration contemplated thereby, and
certificates representing the Shares have been duly executed and delivered on
behalf of the Company and duly registered by the Company's Registrar, the Shares
will be validly issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission. This opinion and consent may be incorporated by
reference in a subsequent registration statement on Form S-1 filed pursuant to
Rule 462(b) under the Act with respect to the registration of additional
securities for sale in the offering contemplated by the Registration Statement.

     We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of the securities
or "Blue Sky" laws of the various states to the issuance and sale of the Shares.





Linc.net, Inc.
November 10, 2000
Page 3



     This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
statutes be changed by legislative action, judicial decision or otherwise.


                                       Very truly yours,

                                       /s/ Kirkland & Ellis

                                       KIRKLAND & ELLIS

EX-23.1

                                                                    Exhibit 23.1

                        CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our reports dated April 27, 2000, July 14, 2000, August 25, 2000,
July 25, 2000, July 12, 2000, August 18, 2000, and August 11, 2000, with respect
to the financial statements on Linc.net Inc., Combined M&P Utilities and
Muller & Pribyl Utilities, Inc., Capital Land Services, Inc., Combined
C&B Associates, Ltd. and C&B Associates II, Inc., North Shore Cable
Contractors, Inc., Telpro Technologies, Inc., and Craig Enterprises, Inc.,
respectively, included in the Registration Statement (Form S-1 No. 33-45584) and
related Prospectus of Linc.net Inc. for the registration of 5,405,000 shares of
its common stock.

                                          /s/ ERNST & YOUNG LLP

Chicago, Illinois
November 22, 2000

EX-23.2

                                                                    Exhibit 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated August 10, 2000, with respect to the financial
statements of C & B Associates, Inc. and C & B Associates II, Ltd. included in
the Registration Statement (Form S-1 No. 33-45584) and related Prospectus of
Linc.net Inc. for the registration of 5,405,000 shares of its common stock.

                                 /s/ CRAWFORD, CARTER, THOMPSON & BARRON, L.L.P.

Mineral Wells, Texas

November 22, 2000

EX-23.3

                                                                    Exhibit 23.3

              Consent of Independent Certified Public Accountants

Linc.net, Inc.
Miami, Florida

    We hereby consent to the use in the Prospectus constituting a part of this
Registration Statement (Form S-1 No. 33-45584) of our report dated February 2,
2000, except for Note 6, as to which the date is May 8, 2000, relating to the
financial statements of Utility Consultants, Inc., which is contained in that
Prospectus.

    We also consent to the reference to us under the caption "Experts" in the
Prospectus.

                                          BDO SEIDMAN, LLP

Atlanta, Georgia
November 22, 2000

EX-23.4

                                                                    Exhibit 23.4

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated January 14, 2000, with respect to the financial
statements on Linc.net Inc. included in the Registration Statement (Form S-1
No. 33-45584) and related Prospectus of Linc.net Inc. for the registration of
5,405,000 shares of its common stock.

MARDEN, HARRISON & KREUTER
Certified Public Accountants, P.C.

/s/ MARDEN, HARRISON & KREUTER, CPAS, P.C.

White Plains, New York
November 22, 2000

EX-23.5

                                                                    Exhibit 23.5

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated February 23, 2000, in the Registration Statement
(Form S-1 No. 333-45584) and related Prospectus of Linc.net Inc. for the
registration of 5,405,000 shares of its common stock.

                                           
                                              VIRCHOW, KRAUSE & COMPANY, LLP

                                              /s/ VIRCHOW, KRAUSE & COMPANY, LLP



Madison, Wisconsin
November 22, 2000

EX-23.6

                                                                    Exhibit 23.6

                       CONSENT OF INDEPENDENT ACCOUNTANTS

    We hereby consent to the use in this Registration Statement on Form S-1
No. 33-45584 of Linc.net Inc. of our report, dated February 13, 1998, relating
to the financial statements of InterCon Construction, Inc. for the year ended
January 3, 1998, which appear in such Registration Statement. We also consent to
the reference to our Firm under the caption "Experts" in such Registration
Statement.

/s/ MCGLADREY & PULLEN, LLP

Madison, Wisconsin
November 22, 2000