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                                                                   EXHIBIT 10.31


                            STOCK PURCHASE AGREEMENT

        This STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of May 3,
2000 (the "Effective Date"), is entered into by and among North Star Telecom,
LLC, a California limited liability company (the "Purchaser"), Micro General
Corporation, a Delaware corporation (the "Seller"), and ACS Systems, Inc., a
Delaware corporation ("ACS"). This Agreement contemplates a transaction in which
the Purchaser will purchase for cash and notes all of the issued and outstanding
capital stock of LD Exchange.com, Inc., a Delaware corporation ("LDX") from the
Seller, as well as certain assets of ACS. In consideration of the mutual
Agreements contained herein and for other good and valuable consideration, the
value, receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows.

                              TERMS AND CONDITIONS

Section 1. Definitions. For purposes of this Agreement, the following terms have
the meanings set forth below.

        "ACS Telecom" means that portion of the business activity (and related
assets) of ACS associated with the provision of telecommunications and
Internet-based services.

        "Affiliate" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act of 1934, as amended.

        "Agreement" means this Stock Purchase Agreement, as the same may be
amended from time to time in accordance with the terms hereof, including the
Disclosure Schedules attached hereto and incorporated by reference herein.

        "Closing" has the meaning set forth in Section 3.1.

        "Closing Date" has the meaning set forth in Section 3.2.

        "Code" means the Internal Revenue Code of 1986, as amended.

        "Confidential Information" means any information, in whatever form or
medium, which is disclosed to a party pursuant to or in connection with this
Agreement (whether disclosed orally or in writing) and which is marked as
confidential or proprietary or which the receiving party knows or has reason to
know is confidential or proprietary. Confidential Information includes, but is
not limited to, methods of doing business, business plans and projections,
marketing strategies, concepts, and methods, sales goals, customer and vendor
lists, price and cost lists, financial data, technical information, employee
information, customer, vendor and partner information, and legal and regulatory
data. Confidential Information does not include any information (i) which is
generally publicly known or publicly available, (ii) which can be shown by
documentary evidence to have been known to the receiving party prior to its
disclosure by the disclosing party (iii) received by the receiving party from a
third party not under an obligation of confidentiality to the disclosing party,
(iv) independently developed by the receiving Party without use of the
disclosing party's Information, (v) approved by the disclosing party for
disclosure, or (vi) required to be disclosed pursuant to a requirement of a
governmental agency or law so long as the party required to disclose such
Confidential


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Information provides the owner of the Confidential Information with notice of
such requirement prior to any such disclosure.

        "Contracts" means, collectively, all contracts, Agreements, commitments,
leases, licenses, instruments, bids and proposals to which LDX is a party as of
the Closing Date, including, without limitation, all unfilled orders outstanding
as of the Closing Date for the purchase of goods or services by LDX and all
unfilled orders outstanding as of the Closing Date for the sale of goods or
services by LDX. Contracts shall also mean, collectively, all contracts,
Agreements, commitments, leases, licenses, instruments, bids and proposals to
which ACS, in conjunction with ACS Telecom, is a party as of the Closing Date.
As to Contracts involving the purchase or sale of telecommunication services by
LDX, Contracts refers specifically to those relationships in which a direct
traffic connection is or was established between LDX and the contracting party
as of the Effective Date or during a period one (1) year prior thereto. As to
transactions involving the retail sale of telecommunications services by ACS
Telecom or LDX , the term Contract is limited to those customers whose purchases
from ACS Telecom or LDX aggregated at least Ten Thousand Dollars ($10,000")
during the twelve (12) months preceding the Effective Date.

        "Disclosure Schedules" means, collectively, the various Schedules
referred to in this Agreement.

        "Employee Benefit Plan" means an Employee Pension Benefit Plan or an
Employee Welfare Benefit Plan, as defined in Section 3(2) of ERISA.

        "Environmental Laws" means any Law with respect to the preservation of
the environment or the promotion of worker health and safety, including any Law
relating to hazardous materials, drinking water, surface water, groundwater,
wetlands, landfills, open dumps, storage tanks, underground storage tanks, solid
waste, waste water, storm water run-off, noises, odors, air emissions, waste
emissions or wells.

        "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

        "Financial Statements" has the meaning set forth in Section 4.5(a).

        "GAAP" means United States generally accepted accounting principles, as
in effect as of the date of this Agreement.

        "Governmental Entity" means any government or any agency, bureau, board,
commission, court, department, official, political subdivision, tribunal or
other instrumentality of any government, whether federal, state or local,
domestic or foreign.

        "Intellectual Property" means, collectively, patents, patent
disclosures, trademarks, service marks, trade dress, logos, trade names and
copyrights, and all registrations, applications, re-issuances, continuations,
continuations-in-part, revisions, extensions, reexaminations and associated good
will with respect to each of the foregoing, computer software (including source
and object codes), computer programs, computer data bases and related
documentation and materials, data, documentation, trade secrets, confidential
business information (including ideas, formulas, compositions, inventions,
know-how, manufacturing and production processes and techniques, research and
development information, drawings, designs, plans, proposals and technical data,
financial, marketing and business data and pricing and cost information) and
other intellectual property rights (in whatever form or medium).

        "IRS" means the Internal Revenue Service of the Department of the
Treasury.

        "Law" means any constitutional provision, statute, law, rule,
regulation, Permit, decree, injunction, judgment, order, ruling, determination,
finding or writ of any Governmental Entity.

        "LDX Shares" means, collectively, all of the issued and outstanding
capital stock, of LDX.


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        "Lien" means any mortgage, pledge, security interest, charge, claim or
other encumbrance, other than (a) mechanics', materialmans' and similar liens
with respect to amounts not yet due and payable, (b) liens for Taxes not yet due
and payable and (c) liens securing rental payments under capital lease
arrangements.

        "PBGC" means the Pension Benefit Guaranty Corporation.

        "Permit" means any license, permit, franchise, certificate of authority
or order, or any waiver of the foregoing, issued by any Governmental Entity.

        "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 or a Governmental Entity.

        "Prohibited Transactions" has the meaning set forth in Section 406 of
ERISA and Section 4975 of the Code.

        "Purchaser's Knowledge" means information known, or which would have
been known after due investigation by the Purchaser or its officers or managers.

        "Reportable Event" has the meaning set forth in Section 4043 of ERISA.

        "Seller's Group" means those affiliated entities with which the Seller
files consolidated income tax returns.

        "Seller's Knowledge" means information known, or which would have been
known after due investigation by the Seller, LDX, or ACS or their respective
officers or managers.

        "Tax" means any federal, state, local or foreign income, gross income,
gross receipts, sales, use, ad valorem, transfer, franchise, profits, license,
lease, service, service use, withholding, payroll, employment, excise,
severance, stamp, occupation, premium, property, windfall profits, customs,
duties or other tax, fee, assessment or charge, including any interest, penalty
or addition thereto.

        "Tax Package" has the meaning set forth in Section 6.3.

        "Tax Return" shall mean all federal, state, local or foreign tax
returns, tax reports, and declarations of estimated tax, including without
limitation consolidated federal income tax returns of Seller's Group.

        Other terms may be defined elsewhere in the text of this Agreement and,
unless otherwise indicated, shall have such meaning indicated throughout this
Agreement.

Section 2. Basic Transaction.

        2.1 Purchase and Sale of LDX Shares. On the terms and subject to the
conditions set forth in this Agreement, at the Closing the Purchaser will
purchase from the Seller and ACS, and the Seller will sell, transfer, assign,
convey and deliver to the Purchaser, all of the Seller's right, title and
interest in and to the LDX Shares and all of the Seller's and ACS's right, title
and interest in and to the assets of ACS Telecom for a purchase price of Fifteen
Million Dollars ($15,000,000)(the "Purchase Price") which shall be paid as
follows: One Million Dollars ($1,000,000) in cash delivered into escrow
(maintained by a mutually-acceptable escrow agent) upon the execution of this
Agreement to be released to the Seller at Closing; Eleven Million Dollars
($11,000,000) in cash delivered to the Seller at Closing; and Three Million
Dollars ($3,000,000) in the form of two (2) promissory notes to be delivered to
the Seller at Closing, the first in the amount of Two Million Dollars
($2,000,000) and due on the first anniversary of Closing, and the second the in
the amount of One Million Dollars ($1,000,000) and due on the second anniversary
of Closing (the "Notes"), with interest set at five percent (5%) per annum and
with performance secured in a manner


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reasonably acceptable to the Seller (e.g., personal guarantee, performance
bond). The Notes shall be substantially in the form of Exhibit A.

        2.2. Purchase Price Adjustment. All or substantially all of the nine (9)
international sites listed below shall be materially operational and generating
revenues on a consistent basis as of Closing. In the event that all nine (9) of
the listed sites are not materially operational and generating revenues on a
consistent basis as of Closing, the cash portion of the Purchase Price to be
delivered to the Seller at Closing shall be reduced as follows:



                   Site                       Purchase Price Reduction
                                           
               Sri Lanka 1                             $375,000
               Sri Lanka 2                             $750,000
               Nigeria 1                               $800,000
               Nigeria 2                               $400,000
               Ghana                                   $500,000
               Viet Nam 1                              $1,500,000
               Viet Nam 2                              $500,000
               Cambodia                                $500,000
               Senegal                                 $500,000



Section 3. Closing and Closing Date.

        3.1 Closing. The consummation of the transactions contemplated by this
Agreement (the "Closing") will take place at the law offices of Stradling Yocca
Carlson & Rauth, A Professional Corporation, 660 Newport Center Drive, Newport
Beach, California, on the Sixtieth (60th) day following the Effective Date,
provided that the Seller has satisfied the conditions to Closing set forth in
Section 9.1 and the Purchaser has satisfied the conditions to Closing set forth
in Section 9.2, or at such other place or on such other date as the Purchaser
and the Seller may mutually agree; provided, however, that in the event that the
Seller and ACS do not file for all licenses, Permits, consents, approvals,
authorizations, qualifications and orders of Governmental Entities as are
required to permit the Seller to transfer the LDX Shares to the Purchaser and to
permit ACS to transfer the Permits and all letters of agency held by it to LDX
within seven (7) days following the Effective Date (allocating two (2) of the
seven (7) days for review of such filings by Purchaser's counsel), then the
Closing Date shall be postponed on a day-for-day basis for the extent of such
delay.

        3.2 Closing Date. The date on which the Closing actually takes place is
referred to in this Agreement as the Closing Date. The Closing will be deemed
for all purposes under this Agreement to have occurred as of 12:01 P.M.,
California time, on the Closing Date.

        3.3 Deliveries at the Closing. At the Closing, (a) the Seller will
deliver to the Purchaser the various certificates, instruments and documents
referred to in Section 9.1, (b) the Purchaser will deliver to the Seller the
various certificates, instruments and documents referred to in Section 9.2, (c)
the Seller will deliver to the Purchaser stock certificates representing all of
the issued and outstanding LDX Shares, endorsed in blank or accompanied by duly
executed assignment documents, and (d) the Purchaser will deliver to the Seller
the Purchase Price as specified in Section 2.1.


Section 4. Representations and Warranties of the Seller. The Seller represents
and warrants to the Purchaser that the statements contained in this Section 4
are correct and complete as of the Closing Date:


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        4.1 Organization. LDX is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware. LDX is duly
qualified to conduct business and in good standing under the laws of each of the
Fifty (50) states of the United States except Alaska and the Seller has
delivered to the Purchaser documentary evidence of such qualifications. LDX is
duly qualified to conduct business and in good standing in all other
jurisdictions where such qualification is required, except where failure to do
so will not have a material adverse effect on the business of LDX. LDX has full
corporate power and authority and all Permits and authorizations necessary to
carry on the businesses in which it is engaged and in which it presently
proposes to engage and to own and use the properties owned and used by it. LDX
has full corporate power and authority and all Permits and authorizations
necessary to carry on the activities of ACS Telecom and to own and use the
properties associated with ACS Telecom.

        4.2 Authorization of Transaction. The Seller and ACS each has the
capacity and authority to execute and deliver this Agreement and to perform its
respective obligations hereunder and thereunder. This Agreement constitutes the
valid and legally binding obligation of each of the Seller and ACS, enforceable
in accordance with its respective terms and conditions. Attached as Exhibit B
are duly executed resolutions of the Boards of Directors of the Seller and ACS
authorizing the execution and delivery of this Agreement and approving the
Seller's and ACS's performance of the transactions contemplated hereby.

        4.3 Noncontravention; Consents.

               (a) Neither the execution and delivery of this Agreement by the
Seller and ACS, nor the consummation by LDX , the Seller and ACS of the
transactions contemplated hereby or thereby, will violate any provision of the
charter or bylaws of LDX, the Seller or ACS, or, to the best of the Seller's
Knowledge, any Law to which LDX, the Seller or ACS is subject. Except as set
forth on Schedule 4.3(a), neither the execution and delivery of this Agreement
by the Seller or ACS, nor the consummation by LDX, the Seller, or ACS of the
transactions contemplated hereby or thereby, will constitute a material
violation of, be in conflict with, constitute or create a default under, cause
the termination, suspension, acceleration, impairment or adverse modification
of, or result in the creation or imposition of any Lien upon any property of
LDX, the Seller or ACS pursuant to, any Agreement or commitment to which LDX,
the Seller or ACS is a party or by which LDX, the Seller, ACS or any of their
respective properties (including the LDX Shares) is bound or to which LDX, the
Seller, ACS or any of such properties is subject.

               (b) Except as set forth on Schedule 4.3(b), LDX, the Seller and
ACS have given all required notices and obtained all licenses, Permits,
consents, approvals, authorizations, qualifications and orders of Governmental
Entities and parties to contracts of the Seller, LDX and ACS as are required in
order to enable the Seller and ACS to perform their respective obligations under
this Agreement, including, without limitation, all consents and approvals
required to permit the Seller to transfer the LDX Shares to the Purchaser, and
to permit ACS to transfer the Permits and all letters of agency held by it to
LDX. No Contract relating to LDX has been amended to increase the amount payable
by it thereunder or otherwise modify the terms thereof in order to obtain any
such consent, approval or authorization. Schedule 4.3(b) contains a true and
complete list of (i) all Persons to whom notices must be given or from whom
licenses, Permits, consents, approvals, authorizations, qualifications and
orders must be obtained and (ii) all of the notices given and the licenses,
Permits, consents, approvals, authorizations, qualifications and orders of
Governmental Entities and parties to contracts of the Seller, LDX and ACS
obtained by the Seller, LDX and ACS to enable the Seller and ACS to perform
their respective obligations under this Agreement.

        4.4 Capitalization. Schedule 4.4 sets forth for LDX (a) the number of
shares of authorized capital stock of each class of capital stock, (b) the
number of issued and outstanding shares of each class of capital stock, (c) the
number of shares of its capital stock held in treasury, (d) the names of its
directors and elected officers, and (e) the owners of capital stock. The Seller
has delivered to the Purchaser correct and complete copies of the charter and
bylaws of LDX as amended to date, the former as certified by the Secretary of
State of the State of Delaware within thirty (30) days prior to Closing. The LDX
Shares have


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been duly authorized and are validly issued, fully paid and nonassessable.
Except as set forth on Schedule 4.4, the Seller holds of record and owns
beneficially all of the LDX Shares, free and clear of any restrictions on
transfer (other than restrictions under the Securities Act of 1933, as amended,
and applicable state securities laws), Taxes, Liens, options, warrants, purchase
rights, contracts, commitments, equities, claims or demands. Except as set forth
on Schedule 4.4, there are no outstanding or authorized options, warrants,
purchase rights, subscription rights, conversion rights, exchange rights or
other contracts or commitments that could require the Seller to sell, transfer
or otherwise dispose of any capital stock of LDX or that could require LDX to
issue, sell or otherwise cause to become outstanding any of its capital stock.
There are no outstanding stock appreciation, phantom stock, profit participation
or similar rights with respect to LDX Shares. There are no voting trusts,
proxies or other Agreements or understandings with respect to the voting of any
capital stock of LDX. LDX is not in default under or in violation of any
provision of its charter or bylaws. Except as set forth on Schedule 4.4, LDX
does not control directly or indirectly, or have any direct or indirect equity
participation in, any Person.

        4.5 Financial Statements. Set forth as Schedule 4.5 are correct and
complete copies of the unaudited balance sheets of LDX as of December 31, 1997,
1998 and 1999 and the related statements of income and cash flow for the years
then ended (the "Financial Statements"). Set forth as Schedule 4.5 are correct
and complete copies of those portions of the audited consolidated financial
statements which relate to LDX and ACS in conjunction with ACS Telecom as of
December 31, 1998 and 1999 (the "Consolidated Financial Statements"). The
Consolidated Financial Statements reflect data for LDX and ACS in conjunction
with ACS Telecom separately through October 1999; thereafter, all data relating
to ACS Telecom is included in reports relating to LDX. The Financial Statements
and the Consolidated Financial Statements were prepared consistent with past
accounting practices and present fairly the financial condition and the results
of operations of LDX as of the dates and for the periods indicated therein. In
accordance with GAAP and except as set forth in Schedule 4.6, the balance sheet
of LDX contains adequate provisions for doubtful accounts receivable and all
other pertinent contingencies, discloses any debt due to LDX or ACS in
conjunction with ACS Telecom from any of its officers, directors or Affiliates,
fully reflects or provides for any liabilities or obligations (whether fixed,
accrued, actual, absolute or contingent), except those incurred in the ordinary
course subsequent to the date of the balance sheet and which have been fully
disclosed on Schedule 4.6. The Seller has delivered the copies of the Financial
Statements and the Consolidated Financial Statements attached hereto as Schedule
4.5 to the Purchaser prior to the Effective Date. The books of account and
records of LDX and ACS in conjunction with ACS Telecom are true and correct,
have been maintained in accordance with GAAP and accurately and fairly reflect
all of the properties, assets, liabilities and transactions of LDX and ACS in
conjunction with ACS Telecom.

        4.6 Undisclosed Liabilities.

               (a) Except as set forth on Schedule 4.6, LDX has no liabilities
or obligations (whether known or unknown, absolute or contingent, liquidated or
unliquidated, or due or to become due), which exceed, individually or in the
aggregate, Ten Thousand Dollars ($10,000), except for liabilities and
obligations that have arisen since December 31, 1999 in the ordinary course of
the operation of LDX (none of which results from, arises out of, relates to, is
the nature of or was caused by any breach of contract, breach of warranty, tort,
infringement or violation of Law).

               (b) Set forth on Schedule 4.6 is a true and complete list of all
accounts payable of LDX and ACS Telecom as of the Effective Date and as of
Closing.

        4.7 Events Subsequent to Most Recent Fiscal Year End.

               (a) Since December 31, 1999, there has not been any material
adverse change in the business, financial condition, operations, results of
operations or future prospects of LDX.


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               (b) Except as set forth in Schedule 4.7, no monies have been paid
or assets transferred by LDX to, at the direction of or for the benefit of an
Affiliate of LDX other than as part of a commercially reasonable transaction.

        4.8 Tax Matters. Except as set forth in Schedule 4.8:

               (a) all Tax Returns that are required to be filed by or with
respect to LDX or ACS Telecom have been duly filed, or, where not so filed, are
subject to an extended due date pursuant to an extension that has been obtained
therefor, and are listed on Schedule 4.8,

               (b) all such Tax Returns are true, complete and correct, and have
been made available to the Purchaser prior to the Effective Date,

               (c) all Taxes due and payable by LDX have been paid in full, and
all Taxes due and payable by ACS in conjunction with ACS Telecom have been paid
in full,

               (d) none of the Tax Returns referred to in clause (a) has been
examined by the IRS or the appropriate state, local or foreign taxing authority,

               (e) all deficiencies asserted or assessments made as a result of
such examinations have been paid in full,

               (f) no issues that have been raised by the relevant taxing
authority in connection with the examination of any of the Tax Returns referred
to in clause (a) are currently pending,

               (g) no waivers of statutes of limitation have been given by or
requested with respect to any Taxes of LDX or Taxes of ACS in conjunction with
ACS Telecom,

               (h) to the Seller's Knowledge, there is no claim or assessment
threatened against LDX or ACS in conjunction with ACS Telecom,

               (i) LDX has withheld and timely paid to the appropriate taxing
authority the required amounts in compliance with all tax withholding provisions
of applicable Law (including, without limitation, income, social security and
employment tax withholding), and

               (j) neither LDX nor ACS in conjunction with ACS Telecom has made
any payments, or is a party to any Agreement that could obligate it to make any
payments, that would not be deductible, in whole or in part, under Section 280G
or 162(m) of the Code.



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        4.9 Contracts.

               (a) Schedule 4.9 contains a true and complete list of all
Contracts. Other than as specifically noted on Schedule 4.9, neither LDX nor ACS
in conjunction with ACS Telecom is a party to or otherwise bound by any written
or oral (i) mortgage, indenture, note, installment obligation or other
instrument relating to the borrowing of money, (ii) guarantee of any obligation,
(iii) letter of credit, bond or other indemnity (including letters of credit,
bonds or other indemnities as to which LDX or ACS in conjunction with ACS
Telecom is the beneficiary but excluding endorsements of instruments for
collection in the ordinary course of the operation of LDX or ACS in conjunction
with ACS Telecom, (iv) currency or interest rate swap, collar or hedge
Agreement, (v) Agreement for the sale or lease by LDX or ACS in conjunction with
ACS Telecom to any Person of any material amount of its assets other than the
retirement or other disposition of assets no longer useful to LDX or ACS in
conjunction with ACS Telecom in the ordinary course of its operation, (vi)
Agreement requiring the payment by LDX or ACS in conjunction with ACS Telecom of
more than Ten Thousand Dollars ($10,000) in any 12-month period for the purchase
or lease of any machinery, equipment or other capital assets, (vii) Agreement
providing for the lease or sublease by LDX (as lessor, sublessor, lessee or
sublessee) or ACS in conjunction with ACS Telecom of any real estate, (viii)
collective bargaining Agreement, employment, severance or consulting Agreement
or Agreement providing for severance payments or other additional rights or
benefits (whether or not optional) in the event of the sale of LDX or ACS
Telecom, (ix) joint venture Agreement, (x) teaming Agreement, (xi) contract with
a Governmental Entity (xii) Agreement requiring the payment to LDX or ACS in
conjunction with ACS Telecom by any other Person of more than Ten Thousand
Dollars ($10,000) in any 12-month period for the purchase of goods or services,
(xiii) Agreement requiring the payment by LDX or ACS in conjunction with ACS
Telecom to any Person of more than Ten Thousand Dollars ($10,000) in any
12-month period for the purchase of goods or services; (xiv) license or
sublicense Agreement with respect to any item of Intellectual Property (whether
as licensor, licensee, sublicensor or sublicensee) or (xv) Agreement imposing
non-competition or exclusive dealing obligations on LDX or ACS in conjunction
with ACS Telecom.

               (b) The Seller has made available to the Purchaser prior to the
Effective Date correct and complete copies of each written Agreement listed on
Schedule 4.9, as amended to date, as well as a complete list of all retail
customers of ACS Telecom and LDX. Each Contract is a valid, binding and
enforceable obligation of LDX or ACS and the other party or parties thereto
(subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar Laws affecting creditors' rights and
remedies generally and subject as to enforceability to general principles of
equity, including principles of commercial reasonableness, good faith and fair
dealing) and is in full force and effect. Except as set forth on Schedule 4.9
(i) neither LDX or ACS nor, to the Seller's Knowledge, any other party thereto,
is in material breach of any term of any Contract or has repudiated any term of
any Contract, (ii) no event, occurrence or condition exists that, with the lapse
of time, the giving of notice, or both, would become a material default under
any Contract by either LDX or ACS, or, to the Seller's Knowledge, any other
party thereto and (iii) neither LDX nor ACS has waived or released any of its
material rights under any Contract.

               (c) Except as set forth in Schedule 4.9, no default will be
triggered, payment obligation accelerated, security requirement increased or
other material adverse effect created with respect to any Contract as a result
of removal of the Seller or any Affiliate of the Seller as a guarantor or
additional guarantor.


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        4.10 Real Property.

               (a) Neither LDX nor ACS in conjunction with ACS Telecom owns any
real property. Schedule 4.10 contains a true and complete list of all lease and
sublease Agreements relating to real property leased or subleased by LDX or ACS
in conjunction with ACS Telecom, correct and complete copies of each of which
has been made available to the Purchaser prior to the Effective Date. Except as
set forth on Schedule 4.10, with respect to each such lease and sublease:

                      (i) such lease or sublease constitutes the entire
Agreement to which LDX or ACS is a party with respect to the real property
leased thereunder;

                      (ii) neither LDX nor ACS has assigned, sublet,
transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in
the leasehold or subleasehold;

                      (iii) all facilities leased or subleased thereunder have
received all material approvals of Governmental Entities (including all Permits)
required in connection with the operation thereof and have been operated and
maintained in all material respects in accordance with all applicable Laws; and

               (b) To the Seller's Knowledge, all components of all improvements
included within such leased real property are in working order and repair and do
not require material repair or replacement in order to serve their intended
purposes in all material respects, including use and operation consistent with
their respective present use and operation, except for scheduled maintenance,
repairs and replacements conducted or required in the ordinary course of the
operation of such leased real property.

               (c) Other than options, rights of first refusal or other similar
arrangements in favor of LDX or ACS under the leases and subleases relating to
the real property leased by LDX or ACS. Neither LDX nor ACS has entered into any
contract, arrangement or understanding with respect to the future ownership,
development, use, occupancy or operation of any parcel of real property leased
by LDX or ACS.

               (d) There are no pending or, to the Seller's Knowledge,
threatened or contemplated condemnation or eminent domain proceedings that
affect the real property leased by LDX or ACS in conjunction with, and neither
LDX nor ACS in conjunction with ACS Telecom has received any notice, oral or
written, of the intention of any Governmental Entity or other Person to take or
use all or any part thereof.

               (e) Since LDX's or ASC's leasing of the real property leased by
LDX or ACS in conjunction with ACS Telecom, none of such property or any part
thereof has suffered any material damage by fire or other casualty that has not
been completely restored.

               (f) Neither the Seller, LDX nor ACS in conjunction with ACS
Telecom has received any written notice from any insurance company that has
issued a policy to the Seller, LDX or ACS with respect to any of leased real
property identified on Schedule 4.10 requiring the performance of any structural
or other repairs or alterations to such property.

        4.11 Personal Property.

               (a) Schedule 4.11 contains a true and complete list of all
personal property owned or leased by LDX or ACS in conjunction with ACS Telecom.
Except as set forth on Schedule 4.11, all such items of personal property are in
working order and repair and do not require material repair or replacement in
order to serve their intended purposes in all material respects, including use
and operation consistent with its present use and operation, except for
scheduled maintenance, repairs and replacements conducted or required in the
ordinary course of the operation of such personal property. Except as set forth
of Schedule 4.11, LDX or ACS is the sole owner and has good and marketable title
to all owned personal property listed on Schedule 4.11, free and clear of any
Lien. Except as set forth in Schedule 4.11, all warranties made with


                                      -9-
   10

respect to the personal property that are in effect prior to the Closing will
remain in effect subsequent to the Closing.

               (b) Schedule 4.11 contains a true and complete list of all
Permits issued to or held by LDX or ACS in conjunction with ACS Telecom. Except
as set forth on Schedule 4.11, all such Permits have been issued or lawfully
transferred to LDX and are valid and existing and in full force and effect.
Except as set forth on Schedule 4.11, LDX has obtained and lawfully holds all
Permits necessary for the conduct of its business as currently conducted, as
well as the conduct of ACS Telecom. Except as set forth on Schedule 4.11,
neither LDX nor ACS is in violation under any of the Permits issued to or held
by LDX or ACS in conjunction with ACS Telecom and no event has occurred which,
with notice or lapse of time, would constitute such a violation. Except as set
forth on Schedule 4.11, LDX or ACS have timely made all filings and taken all
actions necessary to remain in compliance under the Permits issued to or held by
LDX or ACS in conjunction with ACS Telecom. Except as set forth on Schedule
4.11, no Governmental Entity has initiated, or to the Seller's Knowledge
threatened to initiate, any investigation, proceeding or other action for the
purpose of revoking a Permit issued to or held by LDX or ACS in conjunction with
ACS Telecom.

               (c) Schedule 4.11 contains a true and complete list of cash, cash
equivalents, certificates of deposit, bank accounts, securities, prepayments
made and received, security deposits made and received, accounts and notes
receivable, rights to receive money or property by assignment, future interests,
claims and rights against third parties, and other material intangible property
owned or held, directly or beneficially, by or on behalf of, or for the account
of LDX or ACS in conjunction with ACS Telecom.

        4.12 Intellectual Property.

               (a) Schedule 4.12 contains a true and complete list of all
patents and registered trademarks, service marks and copyrights owned or used by
LDX or ACS in conjunction with ACS Telecom. To the Seller's Knowledge, each
Intellectual Property item listed on Schedule 4.12 is good, valid and
enforceable in law and equity.

               (b) LDX or ACS owns or is licensed to use all Intellectual
Property used by LDX or ACS in conjunction with ACS Telecom. Schedule 4.12
identifies each license or other Agreement relating to Intellectual Property
used by LDX or ACS in conjunction with ACS Telecom, with the exception of
commercially distributed office computer software.

               (c) To the Seller's Knowledge, except as set out in Schedule
4.12, no action, suit, proceeding, hearing, investigation, charge, complaint,
claim or demand is pending or, to the Seller's Knowledge, threatened that
challenges the legality, validity or enforceability of the underlying item of
any item of Intellectual Property; and the transactions contemplated by this
Agreement shall not constitute a breach or default under, give rise to a right
of termination under or otherwise adversely affect the ability of the Purchaser
to use the Intellectual Property in conducting the business of LDX and ACS
Telecom after the Closing Date.

        4.13 Litigation. Schedule 4.13 sets forth each instance in which LDX is
(a) subject to any unsatisfied judgment order, decree, stipulation, injunction
or charge or (b) a party to or, to the Seller's Knowledge, is threatened to be
made a party to any charge, complaint, action, suit, proceeding, hearing or
investigation of or in any court or quasi-judicial or administrative agency of
any federal, state, local or foreign jurisdiction. There are no judicial or
administrative actions, proceedings or investigations pending or, to the
Seller's Knowledge, threatened that question the validity of this Agreement or
any action taken or to be taken by LDX, ACS or the Seller in connection with
this Agreement or that, if adversely determined,


                                      -10-
   11

would have a material adverse effect upon ACS's or the Seller's ability to enter
into or perform its respective obligations under this Agreement.

        4.14 Employee Benefits.

               (a) Schedule 4.14 contains a true and complete list of each
Employee Benefit Plan that LDX or an Affiliate of LDX maintains with respect to
current or former employees of LDX or to which LDX or an Affiliate of LDX
contribute with respect to any of the current or former employees of LDX. With
respect to each such Employee Benefit Plan:

                      (i) such Employee Benefit Plan (and each related trust,
insurance contract or fund) complies in form and in operation in all respects
with the applicable requirements of ERISA, the Code and other applicable Laws;

                      (ii) all required reports and descriptions (including Form
5500 Annual Reports, Summary Annual Reports and Summary Plan Descriptions) have
been filed or distributed appropriately with respect to such Employee Benefit
Plan and the requirements of Part 6 of Subtitle B of Title I of ERISA and
Section 4980B of the Code have been met with respect to each such Employee
Benefit Plan which is an Employee Welfare Benefit Plan;

                      (iii) all contributions (including all employer
contributions and employee salary reduction contributions) which are due have
been paid to each such Employee Benefit Plan which is an Employee Pension
Benefit Plan and all contributions for any period ending on or before the
Closing Date which are not yet due have been paid to each such Employee Pension
Benefit Plan or accrued in accordance with the past custom and practice of LDX
and any participating Affiliate of LDX. All premiums or other payments for all
periods ending on or before the Closing Date have been paid with respect to each
such Employee Benefit Plan which is an Employee Welfare Benefit Plan;

                      (iv) each such Employee Benefit Plan which is an Employee
Pension Benefit Plan meets the requirements of a qualified plan under Section
401(a) of the Code and has received, within the last two years, a favorable
determination letter from the IRS; and

                      (v) the Seller has made available to the Purchaser correct
and complete copies of the plan documents and summary plan descriptions, the
most recent determination letter received from the IRS, the most recent Form
5500 Annual Report, and all related trust Agreements, insurance contracts and
other funding Agreements which implement such Employee Benefit Plan.

               (b) With respect to each Employee Benefit Plan that LDX (or an
Affiliate of LDX for the benefit of LDX current or former employees) maintains
or ever has maintained, or to which it contributes, ever has contributed or ever
has been required to contribute, there have been no Prohibited Transactions with
respect to such Employee Benefit Plan, no fiduciary has any liability for breach
of fiduciary duty or any other failure to act or comply in connection with the
administration or investment of the assets of such Employee Benefit Plan, and no
action, suit, proceeding, hearing or investigation with respect to the
administration or the investment of the assets of such Employee Benefit Plan
(other than routine claims for benefits) is pending or, to the Seller's
Knowledge, threatened.


                                      -11-
   12

               (c) Schedule 4.14 contains a true and complete list of the names,
as well as the salaries, bonuses, additional and other compensation and benefits
due each officer and employee of LDX and each employee associated with ACS
Telecom.

        4.15 Environmental Matters. Except as set forth on Schedule 4.15, (a)
LDX and ACS in conjunction with ACS Telecom has complied in all material
respects with all Environmental Laws in connection with the use, maintenance and
operation of all real property leased by it and otherwise in connection with its
operations, (b) neither LDX nor ACS in conjunction with ACS Telecom has any
liability, whether contingent or otherwise, under any Environmental Law with
respect to its operations or properties, (c) no notices of any violation or
alleged violation of, non-compliance or alleged non-compliance with or any
liability under, any Environmental Law relating to the operations or properties
of LDX or ACS Telecom has been received by them during the past five years, (d)
there are no administrative, civil or criminal writs, injunctions, decrees,
orders or judgments outstanding or any administrative, civil or criminal
actions, suits, claims, proceedings or investigations pending or, to the
Seller's Knowledge, threatened, relating to compliance with or liability under
any Environmental Law affecting LDX or ACS in conjunction with ACS Telecom, and
(e) no underground tank or other underground storage receptacle for Hazardous
Materials is located on any of the real property leased by LDX or ACS in
conjunction with ACS Telecom.

        4.16 Legal Compliance. Except as set forth on Schedule 4.16, LDX and ACS
in conjunction with ACS Telecom have complied in all material respects with all
applicable Laws and no action, suit, proceeding, hearing, investigation, charge,
complaint, claim, demand or notice has been filed or commenced against or, to
the Seller's Knowledge, has been threatened against LDX or ACS alleging any
failure to so comply.

        4.17 Insurance. Schedule 4.17 contains a correct and complete list of
all policies of insurance owned by the Seller or any of its Affiliates under
which LDX or any of its properties or assets is insured.

        4.18 Brokers' Fees. Neither LDX, ACS nor the Seller has any liability or
obligation to pay any fees or commissions to any broker, finder or agent with
respect to the transactions contemplated by this Agreement for which the
Purchaser could become liable or obligated or for which LDX or ACS, after the
Closing Date, will have any continuing obligation.

        4.19 Accuracy of Information. To the Seller's Knowledge , LDX and ACS,
neither this Agreement nor any document, material or information furnished by
the Seller, LDX, ACS or any Affiliate of the Seller, LDX, or ACS in connection
with this Agreement or the transactions contemplated hereby contains any untrue
statement of material fact or omits to state a material fact necessary to make
the statements contained herein not misleading. To the Seller's Knowledge , LDX
and ACS, all documents, materials or information provided by the Seller, LDX,
ACS or any Affiliate of the Seller, LDX, or ACS to a Governmental Entity or
other Person pursuant to this Agreement are true, correct and complete.

        4.20 No Other Representations or Warranties. Except for the
representations and warranties contained in this Section 4, neither the Seller
nor LDX nor any Affiliate of either of them, nor any other Person makes any
express or implied representation or warranty on behalf of the Seller, LDX or
ACS.

Section 5. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants to the Seller that the statements contained in this
Section 5 are correct and complete as of the Effective Date and will be correct
and complete as of the Closing Date (as though then made and as though the
Closing Date were substituted for the date of this Agreement throughout this
Section 5).


                                      -12-
   13

        5.1 Organization. The Purchaser is a limited liability company duly
organized, validly existing and in good standing under the laws of the State of
California.

        5.2 Authorization of Transaction. The Purchaser has full power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder and thereunder. This Agreement constitutes the valid and legally
binding obligation of the Purchaser, enforceable in accordance with its terms
and conditions. Attached as Exhibit C is a duly executed resolution of the Board
of Directors of the Purchaser authorizing the execution and delivery of this
Agreement and approving the Purchaser's performance of the transactions
contemplated hereby.

        5.3 Noncontravention.

               (a) Neither the execution and the delivery of this Agreement by
the Purchaser, nor, in the event that the Seller timely secures all necessary
consents and approvals from Governmental Entities to assign or transfer control
of the Permits held by LDX and ACS in conjunction with ACS Telecom, the
consummation by the Purchaser of the transactions contemplated hereby, will
violate any Law to which the Purchaser is subject or any provision of the
charter or bylaws of the Purchaser. Neither the execution and delivery of this
Agreement by the Purchaser, nor the consummation by the Purchaser of the
transactions contemplated hereby or thereby, will constitute a violation of, be
in conflict with or constitute or create a default under, any Agreement or
commitment to which the Purchaser is a party or by which the Purchaser or any of
its properties is bound or to which the Purchaser or any of such properties is
subject.

               (b) The Purchaser has neither annual net sales nor total assets
of sufficient size to activate the notification requirements under the
Hart-Scott-Rodino Antitrust Improvement Act of 1976.

        5.4 Litigation. There are no judicial or administrative actions,
proceedings (including bankruptcy proceedings) or investigations pending or, to
the Purchaser's Knowledge, threatened that question the validity of this
Agreement or any action taken or to be taken by the Purchaser in connection with
this Agreement or that, if adversely determined, would have an adverse effect
upon the Purchaser's ability to enter into or perform its obligations under this
Agreement.



                                      -13-
   14

        5.5 Brokers' Fees. The Purchaser has no liability or obligation to pay
any fees or commissions to any broker, finder or agent with respect to the
transactions contemplated by this Agreement for which LDX, ACS or the Seller
could become liable or obligated.

Section 6. Tax Matters.

        6.1 Liability for Taxes and Related Matters.

               (a) The Seller shall be liable for and indemnify the Purchaser
for all Taxes (including, without limitation, any obligation to contribute to
the payment of a tax determined on a consolidated, combined or unitary basis,
with respect to a group of corporations that includes or included LDX): (i)
imposed on the Seller (other than LDX) for any taxable year and (ii) imposed on
LDX or ACS in conjunction with ACS Telecom or for which LDX or ACS in
conjunction with ACS Telecom may otherwise be liable for any taxable year or
period that ends on or before the Closing Date and, with respect to any taxable
year or period beginning before and ending after the Closing Date, the portion
of such taxable year ending on and including the Closing Date. The Seller shall
also indemnify, defend and hold harmless the Purchaser from all costs and
expenses incurred by the Purchaser (including reasonable attorneys' fees and
expenses) in connection with any liability to, or claim by, any taxing
authority, for Taxes for which the Seller is required to indemnify the Purchaser
under this Section 6. Except as set forth in Section 6.1(e), the Seller shall be
entitled to any refund of Taxes of LDX received for such periods.
Indemnification made pursuant to this Section 6.1(a) shall be made in accordance
with Section 10 below.

               (b) The Purchaser shall be liable for and indemnify the Seller
for the Taxes of LDX and ACS in conjunction with ACS Telecom for any taxable
year or period that begins after the Closing Date and, with respect to any
taxable year or period beginning before and ending after the Closing Date, the
portion of such taxable year beginning after the Closing Date. The Purchaser
shall also indemnify, defend and hold harmless the Seller from all costs and
expenses incurred by the Seller (including reasonable attorneys' fees and
expenses) in connection with any liability to, or claim by, any taxing
authority, for Taxes for which the Purchaser is required to indemnify the Seller
under this Section 6. The Purchaser shall be entitled to any refund of Taxes of
LDX received for such periods.

               (c) For purposes of paragraphs (a) and (b) above, whenever it is
necessary to determine the liability for Taxes of LDX or ACS for a portion of a
taxable year or period that begins before and ends after the Closing Date, the
determination of the Taxes of LDX or ACS for the portion of the year or period
ending on, and the portion of the year or period beginning after, the Closing
Date shall be determined by assuming that LDX or ACS had a taxable year or
period which ended at the close of the Closing Date, except that exemptions,
allowances or deductions that are calculated on an annual basis, such as the
deduction for depreciation, shall be apportioned on a time basis.

               (d) If the Seller becomes entitled to a refund or credit of Taxes
for any period for which it is liable under Section 6.1(a) to indemnify the
Purchaser and such Taxes are attributable solely to the carryback of losses,
credits or similar items attributable to LDX or ACS in conjunction with ACS
Telecom and from a taxable year or period that begins after the Closing Date,
the Seller shall promptly pay to the Purchaser the amount of such refund or
credit together with any interest thereon. In the event that any refund or
credit of Taxes for which a payment has been made is subsequently reduced or
disallowed, the Purchaser shall indemnify and hold harmless the Seller for any
tax liability, including interest and penalties, assessed against the Seller by
reason of the reduction or disallowance.

               (e) The Seller shall file or cause to be filed when due all Tax
Returns that are required to be filed by or with respect to LDX and ACS in
conjunction with ACS Telecom for taxable years or periods ending on or before
the Closing Date and shall pay any Taxes due in respect of such Tax Returns, and
the Purchaser shall file or cause to be filed when due all Tax Returns that are
required to be filed by or with


                                      -14-
   15

respect to LDX and ACS in conjunction with ACS Telecom for taxable years or
periods ending after the Closing Date and shall remit any Taxes due in respect
of such Tax Returns. The Seller shall pay the Purchaser the Taxes for which the
Seller is liable pursuant to Section 6.1(a) but which are payable with Tax
Returns to be filed by the Purchaser pursuant to the previous sentence within
ten (10) days prior to the due date for the filing of such Tax Returns.

               (f) The Purchaser shall promptly notify the Seller in writing
upon receipt by the Purchaser, any of its Affiliates or LDX of notice of any
pending or threatened federal, state, local or foreign income or franchise tax
audits or assessments which may materially affect the tax liabilities of LDX or
ACS in conjunction with ACS Telecom for which the Seller would be required to
indemnify the Purchaser pursuant to Section 6.1(a), provided, that failure to
comply with this provision shall not affect the Purchaser's right to
indemnification hereunder except and to the extent such delay is prejudicial to
the Seller. The Seller shall have the right to participate with the Purchaser in
the representation of LDX's and ACS's interests in any tax audit or
administrative proceeding relating to taxable periods ending on or before the
Closing Date, and to employ counsel of its choice at its expense.
Notwithstanding the foregoing, the Seller shall not be entitled to settle,
either administratively or after the commencement of litigation, any claim for
Taxes which would adversely affect the liability for Taxes of the Purchaser or
LDX for any period after the Closing Date to any extent (including, but not
limited to, the imposition of income tax deficiencies, the reduction of asset
basis or cost adjustments, the lengthening of any amortization or depreciation
deductions, or the reduction of loss or credit carryforwards) without the prior
written consent of the Purchaser. Such consent shall not be unreasonably
withheld, and shall not be necessary to the extent that the Seller has
indemnified the Purchaser against the effects of any such settlement. The Seller
shall be entitled to participate at its expense in the defense of any claim for
Taxes for a year or period ending after the Closing Date which may be the
subject of indemnification by the Seller pursuant to Section 6.1(a) and, with
the written consent of the Purchaser. Neither the Purchaser nor LDX may agree to
settle any tax claim for the portion of the year or period ending on the Closing
Date which may be the subject of indemnification by the Seller under Section
6.1(a) without the prior written consent of the Seller, which consent shall not
be unreasonably withheld.

        6.2 Transfer Taxes. All transfer taxes which may be imposed or assessed
as a result of the Purchaser's acquisition of the LDX Shares shall borne equally
by the Seller and the Purchaser. All fees associated with Permits required by
LDX shall be borne by LDX.

        6.3 Information to be Provided by the Purchaser. With respect to the
taxable period in 2000 prior to the Closing Date, the Purchaser shall promptly
cause LDX to prepare and provide to the Seller a package of tax information
materials (a Tax Package), which shall be completed in accordance with past
practice of LDX including past practice as to providing the information,
schedules and work papers and as to the method of computation of separate
taxable income or other relevant measure of income. The Purchaser shall cause
the Tax Package for the portion of the taxable period ending on the Closing Date
to be delivered to the Seller within One Hundred and Twenty (120) days after the
Closing Date.

        6.4 Assistance and Cooperation. After the Closing Date, each of the
Seller and the Purchaser shall:

               (a) assist (and cause their respective Affiliates to assist) the
other party in preparing any Tax Returns or reports which such other party is
responsible for preparing and filing in accordance with this Section 6;

               (b) cooperate fully in preparing for any audits of, or disputes
with taxing authorities regarding, any Tax Returns of LDX or ACS in conjunction
with ACS Telecom;


                                      -15-
   16

               (c) make available to the other and to any taxing authority as
reasonably requested all information, records, and documents relating to Taxes
of LDX or ACS in conjunction with ACS Telecom;

               (d) provide timely notice to the other in writing of any pending
or threatened tax audits or assessments of LDX or ACS in conjunction with ACS
Telecom or taxable period for which the other may have a liability under this
Section 6; provided, that failure to comply with this provision shall not affect
a party's rights to indemnification hereunder except and to the extent such
delay is prejudicial to the other party; and

               (e) furnish the other with copies of all correspondence received
from any taxing authority in connection with any tax audit or information
request with respect to any such taxable period.

        6.5 Survival of Obligations. Subject to Section 10.1, the obligations of
the parties set forth in this Section 6 shall be unconditional and absolute and
shall remain in effect without limitation as to time.

Section 7. Pre-Closing Covenants. The parties agree as follows with respect to
the period between the date of this Agreement and the Closing Date.

        7.1 Operating Agreement. On the Effective Date, or at any time
thereafter prior to the Closing, the Purchaser shall have the right, at its sole
option, to assume operational control of the day-to-day operations of LDX and
ACS Telecom. In the event that the Purchaser assumes operational control of the
day-to-day operations of LDX and ACS Telecom prior to the Closing, it shall act
in accordance with that certain Management Agreement by and between the Seller,
LDX, ACS and the Purchaser attached hereto as Exhibit D.

        7.2 General. Each of the parties will use its best efforts, consistent
with sound business practice, to fully perform its obligations hereunder in a
good faith effort to consummate and make effective the transactions contemplated
by this Agreement (including satisfying the closing conditions set forth in
Section 9

        7.3 Notices and Consents. As soon as practicable after the Effective
Date, the Seller and ACS will give all notices to third parties and will use
their best efforts, consistent with sound business practice, at their sole
expense to obtain all third party consents, including, without limitation, the
consents of Governmental Entities, that are required in connection with the
transactions contemplated by this Agreement, and will make all further filings
pursuant thereto that may be necessary, proper or advisable. The Purchaser shall
provide the Seller and ACS with all reasonable cooperation in this effort.

        7.4 Conduct Business in Regular Course. The Seller will cause LDX and
ACS to conduct the business of LDX and ACS Telecom diligently, in good faith,
consistent with sound business practice, and in the ordinary course, and will
not permit, without the prior written approval of the Purchaser, LDX or ACS in
conjunction with ACS Telecom to engage in or enter into any material transaction
or to change in any material respects its business policies or practices,
including, without limitation, the institution of any unusual or novel methods
of purchase, sale, lease, management, accounting or operation. The Seller will
cause LDX and ACS in conjunction with ACS Telecom to maintain, preserve and
protect all real, personal, and intangible property, as well as all Intellectual
Property, used or held for use in their businesses, except where failure to do
so would not have a material adverse effect on LDX or ACS Telecom. The Seller
will further cause LDX and ACS in conjunction with ACS Telecom to maintain,
preserve and protect all Permits used or held for use in their businesses,
except where failure to do so would not have a material adverse effect on LDX or
ACS Telecom. For purposes of this Section 7, a material adverse effect shall be
deemed to be an adverse effect with a per-occurrence associated monetary impact
of Ten Thousand Dollars ($10,000) or a monetary impact of Fifty Thousand Dollars
($50,000) when aggregated with all other adverse impacts under this Section 7.


                                      -16-
   17

        7.5 No General Increases. Except in the ordinary course of business
consistent with past practice, (a) the Seller will not cause or permit, without
the prior written approval, of the Purchaser LDX or ACS to grant any general or
uniform increase in the rates of pay of employees of LDX or ACS in conjunction
with ACS Telecom, nor grant any general or uniform increase in the benefits
under any bonus or pension plan or other contract or commitment, and (b) the
Seller will not cause or permit LDX or ACS in conjunction with ACS Telecom to
increase the compensation payable or to become payable to officers, salaried
employees with a base salary in excess of $50,000 per year or agents of LDX or
ACS in conjunction with ACS Telecom, or increase any bonus, insurance, pension
or other benefit plan, payment or arrangement made to, for or with any such
officers, salaried employees or agents, except for any increase required under
the terms of any collective bargaining Agreement or consulting or employment
Agreement in effect on the date of this Agreement.

        7.6 Contracts and Commitments. The Seller will cause LDX and ACS in
conjunction with ACS Telecom to maintain, preserve and protect all Contracts
used or held for use in their businesses. The Seller will not cause or permit
LDX or ACS in conjunction with ACS Telecom to tender any bid, enter into any
contract or commitment or engage in any transaction, including any contract,
commitment or engagement with the Seller or any division, unit or Affiliate of
the Seller, or effect any change to any program, not in the usual and ordinary
course of business and consistent with sound business practice. The Seller will
not cause or permit LDX or ACS in conjunction with ACS Telecom to waive any
right of substantial value, except where failure to do so would not have a
material adverse effect on LDX or ACS Telecom.

        7.7 Dividends and Distributions. The Seller will not cause or permit LDX
to declare or pay any dividend or distribution with respect to its capital stock
or to repurchase, redeem or otherwise acquire for value any shares of its
capital. The Seller will not cause or permit LDX to make payments or transfer
assets to, at the direction of or for the benefit of an Affiliate of LDX other
than as part of a commercially reasonable transaction.

        7.8 Sale of Capital Assets. The Seller will not cause or permit LDX or
ACS in conjunction with ACS Telecom to sell or otherwise dispose of any of its
capital assets.

        7.9 Preservation of Organization. The Seller will cause LDX and ACS in
conjunction with ACS Telecom to use their respective best efforts to preserve
their business organizations intact, to keep available to LDX and ACS in
conjunction with ACS Telecom after the Closing Date the present officers and
employees of LDX and ACS in conjunction with ACS Telecom and, subject to Section
7.10 below, to preserve the present relationships of LDX and ACS in conjunction
with ACS Telecom with their respective suppliers and customers and others having
business relations with LDX. The Seller will cause LDX and ACS in conjunction
with ACS Telecom to maintain and preserve the books, accounts and records of LDX
and ACS in conjunction with ACS Telecom

        7.10 No Default. The Seller will not cause or permit LDX or ACS in
conjunction with ACS Telecom to commit or omit to take any act which will cause
a termination of or breach or default under any Contract, commitment or
obligation to which LDX or ACS in conjunction with ACS Telecom is a party or by
which its assets are bound, including the Contracts.

        7.11 Compliance with Laws. The Seller will cause LDX or ACS in
conjunction with ACS Telecom to comply in its operations in all material
respects with all applicable Laws and as may be required for the valid and
effective transfer to the Purchaser of the LDX Shares.

        7.12 Full Access. The Seller will permit representatives of the
Purchaser to have full access at all reasonable times to all premises,
properties, books, records, contracts and documents of or pertaining to LDX and
ACS in conjunction with ACS Telecom.


                                      -17-
   18

        7.13 Notice of Developments. The Seller will give prompt written notice
to the Purchaser of any material development affecting LDX or ACS in conjunction
with ACS Telecom. Each party will give prompt written notice to the other of any
material development affecting the ability of the parties to consummate the
transactions contemplated by this Agreement.

        7.14 Exclusivity. The Seller and its Affiliates will not, and will not
cause or permit LDX or ACS in conjunction with ACS Telecom to, solicit, initiate
or encourage the submission of any proposal or offer from any Person, or
negotiate any unsolicited offer or proposal, relating to any (a) liquidation,
dissolution or recapitalization, (b) merger or consolidation, (c) acquisition or
purchase of securities or assets or (d) similar transaction or business
combination involving LDX or ACS in conjunction with ACS Telecom. The Seller
will notify the Purchaser promptly if any Person makes any proposal, offer,
inquiry or contact with respect to any of the foregoing.

        7.15 Tax Matters. No new elections with respect to Taxes, or any changes
in current elections with respect to Taxes, relating to or affecting LDX will be
made by LDX or the Seller after the date of this Agreement without the prior
written consent of the Purchaser. On or prior to the Closing Date, the Seller
will provide the Purchaser, at the Purchaser's request, with all clearance
certificates or similar documents that may be required by any state, local or
other taxing authority in order to relieve the Purchaser of any obligation to
withhold or escrow any portion of the Purchase Price. On or prior to the Closing
Date, the Seller will furnish to the Purchaser an affidavit stating, under
penalty of perjury, LDX' and each of the Seller's United States tax
identification numbers and that the Seller is not a foreign person, pursuant to
Section 1445(b)(2) of the Code.

        7.16 Carrier Agreement. During a period of five days following the
Effective Date, North Star shall analyze the existing switched services proposal
from MCI WorldCom. If thereafter North Star does not agree that LDX should
accept the MCI WorldCom proposal, the Seller, ACS and the Purchaser shall
promptly retain a mutually-acceptable, independent third party consultant to
analyze the switched services proposal made by WorldCom to LDX/ACS and compare
the rates, terms and conditions included therein to the rates, terms and
conditions currently available by contract to the Purchaser. The parties shall
act promptly to identify such consultant and within three days after the
consultant's agreement to perform such analysis, the parties shall provide him
or her with such information as is reasonably required. In the event that the
WorldCom rates, terms and conditions are comparable, or become, through further
negotiation with WorldCom, comparable, to the rates, terms and conditions
currently available by contract to the Purchaser, the Purchaser shall authorize
LDX to accept the WorldCom proposal and enter into a new switched services
agreement with WorldCom. In the event that the WorldCom rates, terms and
conditions are not comparable, and cannot be made, through further negotiation
with WorldCom, comparable, to the rates, terms and conditions currently
available by contract to the Purchaser, the Seller, prior to Closing, shall
cause LDX/ACS to terminate LDX/ACS' current switched services agreement with
WorldCom and shall be responsible for paying any termination, shortfall or other
penalties imposed upon LDX/ACS which arise out of that action or LDX/ACS'
performance under the agreement.

        7.17 Funding of Operations. Throughout the period during which the
Management Agreement is in effect, the Seller shall continue to fund, or cause
to be funded, the operations of LDX and ACS Telecom in a manner consistent with
past practice over the previous Twelve (12) months; provided, however, that the
Purchaser shall fund the development of a planned Bombay, India site (exclusive
of equipment costs) up to a maximum amount of Five Hundred Thousand Dollars
($500,000), as well as any action it desires LDX to take which is not in the
ordinary course of business and which the Seller would otherwise not take in the
ordinary course of business; provided further that in the event that this
Agreement is terminated pursuant to Section 11, the Seller shall either (i)
retain the economic benefits of any matter funded by the Purchaser and reimburse
the Purchaser in the amount of such funding, or (ii) forgo the economic benefit
of such matter and return any associated physical assets and assign any
associated contractual rights to the Purchaser.


                                      -18-
   19

From the Effective Date forward, LDX shall operate as a fully independent entity
with the exception of the funding requirement noted above. Payments to Micro
General or any entity affiliated with Micro General shall be limited to charges
in the ordinary course of business, consistent with past practice, and based on
actual cost consistent with market-based pricing where applicable. All payments
shall be approved by North Star under the Management Agreement. Compensation
paid to North Star during the Management Agreement shall be deemed satisfied at
Closing if LDX retains net profits earned by LDX under the Management Agreement.


Section 8. Post-Closing Covenants. The parties agree as follows with respect to
the period following the Closing Date.

        8.1 General. In case at any time after the Closing Date any further
action is necessary or desirable to carry out the purposes of this Agreement,
each of the parties will take such further action (including the execution and
delivery of such further instruments and documents) as the other party
reasonably may request, at the sole cost and expense of the requesting party
(unless the requesting party is entitled to indemnification therefor under
Section 10

        8.2 Litigation Support. In the event and for so long as any party is
actively contesting or defending against any charge, complaint, action, audit,
suit, proceeding, hearing, investigation, claim or demand in connection with (i)
any transaction contemplated under this Agreement or (ii) any fact, situation,
circumstance, status, condition, activity, practice, plan, occurrence, event,
incident, action, failure to act or transaction on or prior to the Closing Date
involving LDX or ACS in conjunction with ACS Telecom, the other party will
provide its reasonable cooperation to the contesting or defending party and its
counsel in the contest or defense, make available its personnel and provide such
testimony and access to its books and records as may be necessary in connection
with the contest or defense, at the sole cost and expense of the contesting or
defending party (unless the contesting or defending party is entitled to
indemnification therefor under Section 10.

        8.3 Post-Closing Receipts. In the event that either party after the
Closing Date receives any funds properly belonging to the other party in
accordance with the terms of this Agreement, the receiving party will promptly
so advise such other party, will segregate and hold such funds in trust for the
benefit of such other party and will promptly deliver such funds, together with
any interest earned thereon, to an account or accounts designated in writing by
such other party.

Section 9. Closing Conditions.

        9.1 Conditions to Obligation of the Purchaser. The obligation of the
Purchaser to consummate the transactions to be performed by it in connection
with the Closing is subject to satisfaction of the following conditions:


               (a) the representations and warranties of the Seller set forth in
Section 4 will be true and correct in all material respects at and as of the
Closing Date;

               (b) the Seller will have performed and complied with all of its
covenants hereunder in all material respects through the Closing Date;

               (c) there will not be any action, suit or proceeding pending or
threatened before any court or quasi-judicial or administrative agency of any
federal, state, local or foreign jurisdiction or before any arbitrator wherein
an unfavorable injunction, judgment, order, decree, ruling or charge would (i)
prevent consummation of any of the transactions contemplated by this Agreement,
(ii) cause any of the transactions


                                      -19-
   20

contemplated by this Agreement to be rescinded following consummation, or (iii)
affect materially and adversely the right of the Purchaser following the Closing
Date to own the LDX Shares or to control LDX;

               (d) the Seller will have obtained all consents, releases, waivers
and other documentation required in order for the Seller to transfer and deliver
the LDX Shares to the Purchaser and fulfill its other obligations hereunder;

               (e) the Seller will have given all notices and obtained all
licenses, Permits, consents, approvals, authorizations, qualifications and
orders of Governmental Entities and parties to contracts of the Seller, LDX and
ACS as are required in order to transfer the LDX Shares to the Purchaser and to
permit ACS to transfer the Permits and all letters of agency held by it to LDX.

               (f) the Seller shall have delivered to the Purchaser a Carrier
Agreement substantially incorporating the points set out in as Exhibit E
attached hereto , executed by Fidelity National Financial, Inc.(Fidelity). . A
breach by Fidelity of the Service Agreement shall be deemed to be a breach of
this Agreement by Seller.(g) the Seller shall have delivered to the Purchaser
documentary evidence that it had retired the debts of LDX and ACS listed on
Exhibit F , which debts shall include all debts of LDX other than the leases
listed on Schedule 4.11, and debts incurred as a result of intra company
transactions undertaken in the ordinary course of business, consistent with both
past practice and market-based pricing, while the Management Agreement entered
into pursuant to Section 7.1 is in place.

               (j) the Seller shall have delivered to the Purchaser an opinion
of telecommunications regulatory counsel substantially in the form of Exhibit G
;

               (k) the Seller will have delivered to the Purchaser a certificate
to the effect that each of the conditions specified above is satisfied in all
respects;

               (l) the Purchaser will have received the resignations, effective
as of the Closing, of each of the directors and officers of LDX, other than
those whom the Purchaser has specified in writing at least Five (5) business
days prior to the Closing;

               (m) all actions to be taken by the Seller in connection with
consummation of the transactions contemplated hereby will have been taken and
all certificates, instruments and other documents required to effect the
transactions contemplated hereby will be reasonably satisfactory in form and
substance to the Purchaser.

The Purchaser may waive any condition specified in this Section 9.1 if it
executes a writing so stating at or prior to the Closing.

        9.2 Conditions to Obligation of the Seller. The obligation of the Seller
to consummate the transactions to be performed by it in connection with the
Closing is subject to satisfaction of the following conditions:

               (a) the representations and warranties of the Purchaser set forth
in Section 5 will be true and correct in all material respects at and as of the
Closing Date; (b) the Purchaser will have performed and complied with all of its
covenants hereunder in all material respects through the Closing Date;

               (c) there will not be any action, suit or proceeding pending or
threatened before any court or quasi-judicial or administrative agency of any
federal, state, local or foreign jurisdiction or before any arbitrator wherein
an unfavorable injunction, judgment, order, decree, ruling or charge would (i)
prevent consummation of any of the transactions contemplated by this Agreement
or (ii) cause any of the transactions contemplated by this Agreement to be
rescinded following consummation;


                                      -20-
   21

               (d) the Purchaser will have delivered to the Seller a certificate
to the effect that each of the conditions specified above is satisfied in all
respects; and

               (e) all actions to be taken by the Purchaser in connection with
consummation of the transactions contemplated hereby and all certificates,
instruments and other documents required to effect the transactions contemplated
hereby will be reasonably satisfactory in form and substance to the Seller.

The Seller may waive any condition specified in this Section 9.2 if it executes
a writing so stating at or prior to the Closing.

Section 10. Remedies for Breaches of this Agreement.

        10.1 Survival of Representations and Warranties.

               (a) the representations and warranties contained in Sections 4.1
(Organization), 4.2 (Authorization of Transaction) and 4.4 (Capitalization)
shall continue in full force and effect forever;

               (b) the representations and warranties contained in Sections 4.8
(Tax Matters) or 4.14 (Employee Benefits), or contained in any certificate
delivered by the Seller relating thereto, shall remain in full force and effect
until Thirty (30) days after the expiration of the applicable statute of
limitations with respect to the matter to which the claim relates, as such
limitation period may be extended from time to time;

               (c) the representations and warranties contained in Sections 4.3
(Noncontraventions; Consents), 4.6 (Undisclosed Liabilities), 4.9 (Contracts),
4.10 (Real Property), 4.12 (Intellectual Property), 4.13 (Litigation), and 4.16
(Legal Compliance) shall continue in full force and effect for a period of
Twelve (12) months following the Closing Date;

               (d) the remaining representations and warranties of the parties
shall remain in effect for a period of Two (2) years following the Closing Date.

        10.2 Indemnification Provisions for Benefit of the Purchaser. Provided
that the Purchaser makes a written claim for indemnification against the Seller
prior to the expiration of any applicable survival period, then the Seller will
indemnify the Purchaser from and against the entirety of any losses, expenses
(including reasonable attorneys', accountants' an experts' fees and expenses),
damages and other liabilities, including Tax-related liabilities pursuant to
Section 6 hereof (collectively, Losses), suffered or incurred by the Purchaser
or any of its Affiliates (including LDX), or any of their respective
stockholders, directors, officers, employees and agents (collectively, the
Purchaser Indemnified Parties), resulting from, arising out of, relating to, in
the nature of or caused by a breach by the Seller of any of the Seller's
representations, warranties or covenants in this Agreement or a failure by the
Seller to obtain prior to the Closing Date all licenses, Permits, consents,
approvals, authorizations, qualifications and orders of Governmental Entities as
are required in order to enable the Seller and ACS to perform their respective
obligations under this Agreement. Notwithstanding anything contained in this
Agreement to the contrary, the Seller shall not have any liability to the
Purchaser Indemnified Parties hereunder until the Losses against which
indemnification is sought aggregate in excess of Ten Thousand Dollars ($10,000).
The entire, aggregate liability of the Seller to all Purchaser Indemnified
Parties hereunder shall in no event exceed the lesser of Nine Million Dollars
($9,000,000) or the Purchase Price.

        10.3 Indemnification Provisions for Benefit of the Seller. Provided that
the Seller makes a written claim for indemnification against the Purchaser, then
the Purchaser will indemnify the Seller from and against the entirety of any
Losses the Seller or any of its Affiliates (excluding LDX), or any of their
respective stockholders, directors, officers, employees or agents (collectively,
the Seller Indemnified Parties), may suffer or incur resulting from, arising out
of, relating to, in the nature of or caused by a breach by the Purchaser of any
of Purchaser's representations, warranties or covenants in this Agreement.
Notwithstanding


                                      -21-
   22

anything contained in this Agreement to the contrary, (i) the Purchaser shall
have no liability to the Seller Indemnified Parties hereunder until the Losses
against which indemnification is sought aggregate in excess of Ten Thousand
Dollars ($10,000). ). The entire, aggregate liability of the Purchaser to all
Seller Indemnified Parties hereunder shall in no event exceed the lesser of Nine
Million Dollars ($9,000,000) or the Purchase Price.

        10.4 Indemnification Procedures. Except for claims for indemnification
made pursuant to Sections 6 hereof, which claims shall follow the procedures set
forth in such Section, if any third party notifies any party hereto (the
"Indemnified Party") with respect to any matter that may give rise to a claim
for indemnification against the other party hereto (the "Indemnifying Party")
under this Section 10, then the Indemnified Party will notify the Indemnifying
Party thereof promptly and in any event within Thirty (30) days after receiving
any written notice from a third party; provided, that no delay on the part of
the Indemnified Party in notifying the Indemnifying Party will relieve the
Indemnifying Party from any obligation hereunder unless, and then solely to the
extent that, the Indemnifying Party is prejudiced thereby. Once the Indemnified
Party has given notice of the matter to the Indemnifying Party, the Indemnified
Party may defend against the matter in any manner it reasonably may deem
appropriate. In the event the Indemnifying Party notifies the Indemnified Party
within 30 days after the date the Indemnified Party has given notice of the
matter that the Indemnifying Party is assuming the defense of such matter (a)
the Indemnifying Party will defend the Indemnified Party against the matter with
counsel of its choice reasonably satisfactory to the Indemnified Party, (b) the
Indemnified Party may retain separate counsel at its sole cost and expense
(except that the Indemnifying Party will be responsible for the fees and
expenses of such separate co-counsel to the extent the Indemnified Party
concludes in good faith that the counsel the Indemnifying Party has selected has
a conflict of interest), (c) the Indemnified Party will not consent to the entry
of a judgment or enter into any settlement with respect to the matter without
the written consent of the Indemnifying Party (not to be withheld or delayed
unreasonably) and (d) the Indemnifying Party will not consent to the entry of a
judgment with respect to the matter or enter into any settlement that does not
include a provision whereby the plaintiff or claimant in the matter releases the
Indemnified Party from all liability with respect thereto, without the written
consent of the Indemnified Party (not to be withheld or delayed unreasonably).

        10.5 Offset.Any amounts due the Purchaser from the Seller may, at the
Purchaser's option, be offset against the cash payment to be made by the
Purchaser at the Closing and/or the Notes following the Closing.

Section 11. Termination.

        11.1 Termination of Agreement. The Purchaser and the Seller may
terminate this Agreement by mutual written consent at any time prior to the
Closing

        11.2 Effect of Termination. If the parties terminate this Agreement
pursuant to Section 10 , all obligations of the parties hereunder will terminate
without liability of any party to the other party (except for any liability of
any party then in breach); provided, that the expense allocation provisions
contained in Section 12.2 will survive termination and remain in full force and
effect thereafter.

Section 12. Miscellaneous.

        12.1 Press Releases and Announcements. No party will issue any press
release or announcement relating to the subject matter of this Agreement prior
to the Closing Date without the prior approval of the other party; provided,
that a party may make any public disclosure it believes in good faith is
required by Law or by the rules and regulations of any stock exchange on which
the securities of such party are listed.

        12.2 Expenses: Transfer Taxes. Each of the parties hereto will bear all
legal, accounting, investment banking and other expenses incurred by it or on
its behalf in connection with the transactions


                                      -22-
   23

contemplated by this Agreement, whether or not such transactions are
consummated. The Seller will be responsible for the payment of all sales, use,
transfer, documentary or stamp taxes and recording and filing fees applicable to
the assignment of the LDX Shares to the Purchaser or to any other transaction
contemplated by this Agreement

        12.3 Remedies. Any party having any rights under any provision of this
Agreement will have all rights and remedies set forth in this Agreement and all
rights and remedies that such party may have been granted at any time under any
other Agreement or contract and all of the rights that such party may have under
any Law. Any such party will be entitled to enforce such rights specifically,
without posting a bond or other security, to recover damages by reason of any
breach of any provision of this Agreement and to exercise all other rights
granted by Law.

        12.4 Consent to Amendments. The provisions of this Agreement may be
amended or waived only by a written Agreement executed and delivered by the
Seller and the Purchaser. No other course of dealing between the parties to this
Agreement or any delay in exercising any rights hereunder will operate as a
waiver of any rights of such parties.

        12.5 Successors and Assigns. No party hereto may assign or delegate any
of such party's rights or obligations under or in connection with this Agreement
without the written consent of the other party hereto; provided, that the
Purchaser may without the written consent of LDX, ACS or the Seller assign its
rights under this Agreement to one or more Affiliates of the Purchaser or to any
Person acquiring all or substantially all of the stock or assets of LDX from the
Purchaser. No assignment by the Purchaser pursuant to the proviso of the
preceding sentence will release the Purchaser of any of its obligations under
this Agreement or waive or release any right or remedy the Seller may have
against the Purchaser hereunder or thereunder. All covenants and Agreements
contained in this Agreement by or on behalf of any of the parties hereto or
thereto will be binding upon and enforceable against the respective successors
and assigns of such party and will be enforceable by and will inure to the
benefit of the respective successors and permitted assigns of such party.

        12.6 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
this Agreement.

        12.7 Counterparts. This Agreement may be executed simultaneously in two
(2) or more counterparts, any one of which need not contain the signatures of
more than one party, but all such counterparts taken together will constitute
one and the same Agreement.

        12.8 Descriptive Headings. The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.

        12.9 Notices. All notices, demands or other communications to be given
or delivered under or by reason of the provisions of this Agreement will be in
writing and will be deemed to have been given when delivered personally to the
recipient or when sent to the recipient by telecopy (receipt confirmed), or one
business day after the date when sent to the recipient by reputable express
courier service (charges prepaid). Such notices, demands and other
communications will be sent to the Purchaser and the Seller at the addresses
indicated below:

               If to the Purchaser: North Star Telecom, LLC.
                                    29716 Avenida de las Banderas
                                    Rancho Santa Margarita, CA 92688
                                    Fax No. 949/622-4104


                                      -23-
   24

                                    Attn:   Gail Howard
                                            Chief Executive Officer

               With a copy (which
               will not constitute
               notice) to:          Hunter Communications Law Group
                                    1620 I Street NW, Suite 701
                                    Washington, DC 20006
                                    Fax No: (202) 293-2571
                                    Attn: Charles C. Hunter, Esq.

               If to the Seller:    Micro General Corporation
                                    2510 Red Hill Avenue, Suite 230
                                    Santa Ana, CA 92705
                                    Fax no. 949/477-6819
                                    Attn:   John Snedegar
                                            Chief Executive Officer

               With a copy (which
               will not constitute
               notice) to:          Stradling Yocca Carlson & Rauth
                                    660 Newport Center Drive
                                    Newport Beach, California  92660
                                    Fax no. 949/725-4100
                                    Attn: C. Craig Carlson, Esq.

or to such other address or to the attention of such other party as the
recipient party has specified by prior written notice to the sending party.

        12.10 No Third-Party Beneficiaries. This Agreement will not confer any
rights or remedies upon any Person other than the Seller and the Purchaser and
their respective successors and permitted assigns.

        12.11 Entire Agreement. This Agreement (including the documents referred
to herein), and the Disclosure Schedules and Exhibits attached hereto constitute
the entire Agreement among the parties and supersedes any prior understandings,
Agreements or representations by or among the parties, written or oral, that may
have related in any way to the subject matter hereof.

        12.12 Construction. The language used in this Agreement will be deemed
to be the language chosen by the parties to express their mutual intent and no
rule of strict construction will be applied against any party. The use of the
word including in this Agreement means including without limitations and is
intended by the parties to be by way of example rather than limitation.



        12.13 Incorporation of Exhibits and Schedules. The Exhibits and
Schedules identified in this Agreement are incorporated herein by reference and
made a part hereof.

        12.14 GOVERNING LAW. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY
AND INTERPRETATION OF THIS AGREEMENT AND THE EXHIBITS AND SCHEDULES HERETO WILL
BE GOVERNED BY THE INTERNAL LAW, AND NOT THE LAW OF CONFLICTS, OF THE STATE OF
CALIFORNIA.



                                      -24-
   25

        IN WITNESS WHEREOF, the parties hereto have executed and deliver this
Agreement on the date first written above.



MICRO GENERAL CORPORATION.               ACS SYSTEMS, INC.




By: John Snedegar                        By: John Snedegar
Its: Chief Executive Officer             Its: Chief Executive Officer




NORTH STAR TELECOM, LLC.




By: Gail Howard
Its: Chief Executive Officer




                                      -25-