8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):
June 16, 2003 (May 30, 2003)

DTVN Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other
Jurisdiction of
Incorporation)
0-22076
(Commission File
Number)

76-0404904
(IRS Employer
Identification No.)

1925 West John Carpenter Freeway, Suite 500, Irving, Texas 75063
(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code:
(972) 792-3700

Item 2.

Acquisition or Disposition of Assets.

On May 30, 2003, DataVoN, Inc., DTVN Holdings, Inc., Zydeco Exploration, Inc. and Video Intelligence, Inc. (collectively, the “Debtors”) sold substantially all of Debtors’ assets (“Assets”) to Transcom Communications, Inc (“Purchaser”) in exchange for (i) cash consideration of $2,460,914.81, (ii) a secured offsetting note for $1.28 million, (iii) a secured promissory note for $1.5 million, (iv) an unsecured promissory note for $200,000.00, (v) payment of employee stay-put bonuses of $341,000.00, (vi) assumption of ordinary course trade debt, and (vii) the assumption of contract liabilities of $2.1 million. The sale of the Assets occurred in connection with the Joint Plan of Reorganization of the Debtors as described below.

The purchase price was determined by an auction conducted pursuant to procedures approved by the Court by an Order dated February 21, 2003. At the conclusion of the auction, the Purchaser was declared the highest and best offer, and on May 28, 2003, the Court entered an order authorizing the sale of substantially all of the Debtor’s assets to Purchaser. The consideration for the purchase of the Assets was determined by arm’s-length negotiations between representatives of Purchaser and Debtors. In addition to being a vendor and a customer of the Debtors, Purchaser held a 53% interest in DTVN Holdings, Inc. which it acquired in July of 2002.

The Assets include contractual rights, accounts receivable, goodwill, equipment, intellectual property, fixtures and other tangible and intangible assets. The sale was consummated pursuant to an Asset Purchase Agreement, dated April 25, 2003, among Purchaser and Debtors.

Item 3.

Bankruptcy or Receivership.

By order of the United States Bankruptcy Court for the Northern District of Texas, Dallas Division, Judge Steven A. Felsenthal presiding (the “Bankruptcy Court”) dated May 28, 2003, in the bankruptcy case of In re DataVoN, Inc., et. al., Jointly Administered, Case No. 02-38600-SAF-11, substantially all of the Debtors’ assets were sold to Transcom Communications, Inc. in exchange for: (i) cash consideration of $2,460,914.81, (ii) a secured offsetting note for $1.28 million, (iii) a secured promissory note for $1.5 million, (iv) an unsecured promissory note for $200,000.00, (v) payment of employee stay-put bonuses of $341,000.00, (vi) assumption of ordinary course trade debt, and (vii) the assumption of contract liabilities of $2.1 million (the “Sale”). On June 6, 2003, the Bankruptcy Court entered an order confirming the Debtors Joint Plan of Reorganization (the “Plan”), providing formation of a Creditors’ Trust to distribute the proceeds of the Sale and to liquidate all remaining assets of the Debtors. Dan Lain and the firm of Lain, Faulkner & Co. is named in the Plan as the Liquidating Trustee. Pursuant to the confirmed Plan, the current equity of DTVN Holdings, Inc. and the other debtors will be cancelled as of the effective date of the Plan, June 13, 2003.

Item 7.

Financial Statements, Pro Forma Financial Information and Exhibits.

(c)

Exhibits

2.1

Asset Purchase Agreement, dated April 25, 2003 by and among Transcom Communications, Inc. and DataVoN, Inc., DTVN Holdings, Inc., Zydeco Exploration, Inc. and Video Intelligence, Inc.

2.2

Order dated June 6, 2003 (including a copy of the Plan attached thereto), confirming Joint Plan of Reorganization of DataVoN, Inc., DTVN Holdings, Inc., Zydeco Exploration, Inc. and Video Intelligence, Inc., dated February 28, 2003 (with technical amendments dated June 2, 2003).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: June 16, 2003	DTVN HOLDINGS, INC.
	By:	/s/  MICHAEL G. DONOHOE
		Michael G. Donohoe General Counsel, Senior Vice President and Chief Restructuring Officer

INDEX TO EXHIBITS

Exhibit Number	Description
*2.1	Asset Purchase Agreement, dated April 25, 2003 by and among Transcom Communications, Inc., DataVoN, Inc., DTVN Holdings, Inc., Zydeco Exploration, Inc. and Video Intelligence, Inc. (excluding the schedules**).
*2.2	Order dated June 6, 2003 (including a copy of the Plan attached thereto), confirming Joint Plan of Reorganization of DataVoN, Inc., DTVN Holdings, Inc., Zydeco Exploration, Inc. and Video Intelligence, Inc., dated February 28, 2003 (with technical amendments dated June 2, 2003).

*

Filed herewith.

**

The schedules to this agreement were omitted in reliance upon Item 601(b)(2) of Regulation S-K. Debtors agree to furnish a copy of any omitted schedule to the Securities and Exchange Commission upon request.

EX-2.1

                                                                     Exhibit 2.1

                              AMENDED AND RESTATED

                            ASSET PURCHASE AGREEMENT

                                   dated as of

                                 April 25, 2003

                                  by and among

                               DTVN HOLDINGS, INC.
                             a Delaware corporation

                                  DATAVON, INC.
                               a Texas corporation

                            ZYDECO EXPLORATION, INC.
                               a Texas corporation

                            VIDEO INTELLIGENCE, INC.
                           a Pennsylvania corporation

                                       and

                          TRANSCOM COMMUNICATIONS, INC.
                               a Texas corporation



                            ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT is made as of this         day of April, 2003, by
                                                 -------
and among DTVN HOLDINGS, INC., a Delaware corporation ("DTVN"), DATAVON, INC., a
Texas corporation ("DataVoN"), ZYDECO EXPLORATION, INC. a Texas corporation
("Zydeco"), and VIDEO INTELLIGENCE, INC., a Pennsylvania corporation ("VI"),
each as debtor and debtor-in-possession (DTVN, DataVoN, Zydeco, and VI being,
collectively, the "DataVoN Sellers"), and TRANSCOM COMMUNICATIONS, INC., a Texas
corporation (together with its subsidiaries, affiliates or assigns "Buyer").

                               W I T N E S S E T H

          WHEREAS, DTVN owns 100% of the stock of DataVoN, Zydeco, and VI;

          WHEREAS, the DataVoN Sellers own or have the right to use, and will
own or have the right to use as of the Closing Date, all of the assets currently
used in its next-generation communications services and infrastructure business
(the "Business");

          WHEREAS, the DataVoN Sellers desire to sell certain assets currently
used in the Business to Buyer in exchange for the purchase price described in
Section 9.36 (the "Purchase Price");

          WHEREAS, the DataVoN Sellers and Buyer desire to set forth their
agreement with respect to the transfer of certain assets primarily used in the
Business to, and the assumption of specified liabilities by, Buyer in exchange
for the Purchase Price;

          WHEREAS, the DataVoN Sellers are currently debtors and
debtors-in-possession in cases under the Bankruptcy Code titled, respectively,
In re: DTVN Holdings, Inc., Case No. 02-38770, In re: DataVoN, Inc., Case No.
02-38600, In re: Zydeco Exploration, Inc., Case No. 02-38774, and In re Video
Intelligence, Inc., Case No. 02-38773 (Jointly Administered under Case No.
02-38600) in the Bankruptcy Court (together, the "Bankruptcy Case");

          WHEREAS, pursuant to this Agreement and in furtherance of the transfer
of certain assets primarily used in the Business of the DataVoN Sellers, the
DataVoN Sellers have filed a Motion for Order (I) approving (A) this Agreement
for the sale of substantially all of the assets used in the Business and (B) the
buyer protection and bidding procedures in connection with the sale, (II)
authorizing the sale of assets, free and clear of Liens, claims and interests,
(III) determining that the sale is exempt from any stamp, transfer, recording or
similar tax, (IV) authorizing the assumption of certain executory contracts and
establishing the cure amounts, if any, as to such contracts and (V) granting
related relief (the "Sale Motion") and seek the entry of the Sale Order.

          NOW THEREFORE, in consideration of the mutual promises contained
herein, and intending to be legally bound, the DataVoN Sellers and Buyer do
hereby agree as follows:

                                        1



                                    ARTICLE I
                               TRANSFER OF ASSETS

          1.1 Transferred Assets.

          (a) Transferred Assets. Except as to any Excluded Assets and
Restricted Assets, the DataVoN Sellers hereby agree to contribute, convey,
grant, assign and transfer to Buyer at the Closing, and Buyer hereby agrees to
accept from the DataVoN Sellers at the Closing, all those assets, properties,
rights and privileges owned, used or held for use by the DataVoN Sellers in the
conduct of the Business, including but not limited to the those expressly
described below but excluding the assets, properties, rights and privileges
described in Section 1.1(b)(the "Transferred Assets"):

               (1) All equipment (the "Equipment"), including, without
limitation, all machinery, equipment, furniture, fixtures, computers, printers,
computer disks and other storage devices, computer software, supplies, spare and
replacement parts, and all other tangible property and all related manuals,
drawings, diagrams and other documentation;

               (2) All customer and supplier lists and all other information as
to sources of supply and relationships with suppliers and customers;

               (3) Copies of all books and records, correspondence, files and
computer data relating to the Business or any of the Transferred Assets;

               (4) All artwork and other graphic medium used in connection with
the manufacture of products for the DataVoN Sellers' past and present customers;

               (5) All inventory, supplies and work in process;

               (6) All general intangibles, including the right to any tax
refunds or reductions;

               (7) All of the DataVoN Sellers' assignable rights and interests
arising under or in connection with the Assumed Contracts, which Buyer expressly
elects to acquire or assume pursuant to Section 6.5;

               (8) All of the DataVoN Sellers' rights, claims or causes of
action, asserted or unasserted, contingent or fixed, known or unknown, against
third parties under warranties relating to, or rights to indemnity from
manufacturers, vendors and others in connection with, the Transferred Assets
(but no liabilities therefrom) and any cause of action or avoiding right under
Bankruptcy Code (S)(S) 542-550 against any party to an executory contract that
is an Assumed Contract;

               (9) All transferable authorizations and permits;

                                        2



               (10) All of the intellectual property rights which the DataVoN
Sellers own, and, to the extent assignable under an Assumed Contract, all rights
of the DataVoN Sellers to intellectual property rights of others, including all
rights of the DataVoN Sellers in and to all patents, trademarks, trade names,
domain names, service marks, copyrights and trade secrets, whether registered or
not, and all related and ancillary rights (the "Transferred Intellectual
Property Rights");

               (11) All cash, cash equivalents, checking accounts, savings
accounts and other accounts;

               (12) All accounts receivable, notes receivable, commercial paper
and other evidences of indebtedness except for indebtedness between the DataVoN
Sellers (the "Accounts Receivable");

               (13) All prepayments related to the Assumed Contracts;

               (14) All customer deposits held by the DataVoN Sellers;

               (15) All goodwill relating to the above assets and the Business;

               (16) All deposits made by the DataVoN Sellers in relation to the
Assumed Contracts; and

               (17) All Tax Assets; and

               (18) Any Restricted Asset for which the DataVoN Sellers and Buyer
obtain the Approval from the requisite third party, pursuant to Section 1.1(b)
of this Agreement

          (b) Excluded Assets. "Excluded Assets" shall include the following:

               (1) The consideration delivered to the DataVoN Sellers pursuant
to this Agreement;

               (2) All prepaid expenses and retainers as of the Closing Date and
as reflected in the DataVoN Sellers' books and records on such date other than
those described in Section 1.1(a)(13) above;

               (3) Any and all equipment or software subject to and within the
terms of any lease listed on Schedule 1.1(b);

               (4) All contracts of insurance (including, without limitation,
those providing employee benefits);

               (5) All Employee Benefits Assets;

                                        3



               (6) Causes of action arising prior to the Closing Date, including
without limitation any cause of action or avoiding right under Bankruptcy Code
(S)(S)542-550; provided that such causes of action do not impair or are not
necessary to the Transferred Assets or related to the contracts listed on
Schedule 6.5 or a Restricted Asset ultimately assigned to Buyer; provided
further that such causes of action do not include warranty claims relating to
the Transferred Assets;

               (7) Indebtedness between the DataVoN Sellers; and

               (8) All other assets listed on Schedule 1.1(b);

               (9) The account receivable and associated proof of claim filed in
the MCI Worldcom bankruptcy case and any associated proceeds from the sale of
the claim;

               (10) The proofs of claim filed in the bankruptcy of Focal
Communications Corporation (and any recovery thereunder) ("Focal");

               (11) The proofs of claim filed in the bankruptcy cases of Vision
Communications and any recovery thereunder; and

               (12) Except as provided in Section 1.1(a)(8) the DataVoN Sellers
retain all rights and causes of action, including without limitation, claim
allowance, breaches of contract, insider acts, fraud, negligence, or other tort
claims, or other causes of action that may be raised under any statute,
applicable federal or state law, common law, or other ground, and intend to
transfer same to the liquidating trust to be formed pursuant to the Joint Plan
of Reorganization of the DataVoN Sellers. Some or all of these causes of action
may be brought against Buyer, creditors, vendors, customers, former
employees/1/, shareholders/2/, or other parties. In addition, the Unsecured
Creditors Committee has advised the DataVoN Sellers that it continues to review
pre-petition liens and pre-petition transactions with insiders, including Buyer.
Nothing herein shall limit the Unsecured Creditors Committee rights or claims to
bring such causes of action as it deems appropriate, or to transfer such causes
of action to the Trust under the Plan.

- ----------
/1/ The Debtors retain the right to pursue claims against former employees.
including, without limitation. those arising from the wrongful utilization of
information or processes developed by the Debtors.
/2/ The Sellers and the Unsecured Creditors Committee retain all rights
regarding litigation against shareholders, including without limitation. claims
against former management and Transcom.

                                        4



          (c) Restricted Assets. Prior to and after the Closing, the DataVoN
Sellers and Buyer shall use their respective best efforts to obtain the Approval
of any third party that is required in connection with the transfer of the
Restricted Assets as listed on Schedule 1.1(c), and upon receipt of such
Approval such Restricted Assets shall, without any further consideration or
action of the parties, be deemed to be contributed, conveyed, granted, assigned
and transferred to Buyer and shall thereafter constitute part of the Transferred
Assets as if they had been so sold, conveyed, granted, assigned and transferred
as of the Closing Date. If for any reason any Restricted Asset cannot be
transferred to Buyer, as a result of the inability to obtain a required consent
or otherwise, this Agreement shall constitute an equitable assignment by each
DataVoN Seller to Buyer of all of such DataVoN Seller's rights, benefits, title
and interest in and to such Restricted Assets, and the Buyer and the DataVoN
Sellers shall use their respective best efforts to give Buyer benefits of such
Restricted Asset as if it had been transferred to Buyer as of the Closing Date,
including, but not limited to, (i) Buyer's receiving all economic benefits of
such Restricted Assets, (ii) Buyer's enforcing any rights of a DataVoN Seller
arising with respect to any such Restricted Assets (including, without
limitation, the right to terminate in accordance with the terms thereof upon the
advice of such DataVoN Seller), and (iii) Buyer's enforcing any rights arising
with respect to such Restricted Assets as if they had been sold, conveyed,
assigned or transferred to Buyer. Each DataVoN Seller hereby agrees that in the
event of the transfer or assignment of any Restricted Asset, the transferee or
assignee thereof shall agree, as a condition to such transfer or assignment, to
be bound by the terms of this Section 1.1(c).

          1.2 "As Is" Condition. Except as set forth in Article VII, the
Transferred Assets shall be conveyed to and accepted by Buyer on the Closing
Date in an "as is" "where is" and "with all faults" condition, free of any
warranties or representations whatsoever, whether express or implied, patent or
latent and each DataVoN Seller EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES,
EXPRESS OR IMPLIED, WITH RESPECT THERETO AND EXPRESSLY DISCLAIMS LIABILITY FOR
LOSS OF PROFIT OR FOR INDIRECT, CONSEQUENTIAL OR COMMERCIAL LOSSES AND ALL OTHER
OBLIGATIONS AND LIABILITIES.

          1.3 Further Assurances. Each DataVoN Seller, for itself and its
respective successors and assigns, hereby covenants and agrees that, without
further consideration, at any time and from time to time after the Closing Date,
it shall execute and deliver to Buyer such further instruments of sale,
conveyance, assignment and transfer, and take such other action, all upon the
reasonable request of Buyer, in order to (a) further document or evidence the
contribution, conveyance, grant, assignment, transfer and delivery of all or any
portion of the Transferred Assets to Buyer, (b) assure and confirm to any other
person the ownership of the Transferred Assets by Buyer, and (c) permit Buyer to
exercise any of the franchises, rights, licenses or privileges intended to be
contributed, granted, conveyed, assigned, transferred and delivered by the
DataVoN Sellers to Buyer pursuant to this Agreement.

                                        5



                                   ARTICLE II
                        ASSUMPTION OF CERTAIN LIABILITIES

          2.1 Assumed Liabilities.

          (a) Assumed Liabilities. Buyer shall assume only those obligations of
the DataVoN Sellers expressly described below (the "Assumed Liabilities"):

          (1) Liabilities incurred, accruing or arising after Closing associated
with the Assumed Contracts set forth on Schedule 6.5 ;

          (2) Liabilities incurred, accruing or arising before Closing
associated with each Assumed Contract listed in Schedule 6.5, but only to the
limit of the "Proposed Cure Amount" set forth in Schedule 6.5;

          (3) Liabilities for the secured indebtedness of the DataVoN Sellers to
Regions Bank and Tim Terrell;

          (4) Allowed administrative claims against the DataVoN Sellers in the
Bankruptcy Case for post-petition liabilities arising in the ordinary course of
business, subject to the right of Buyer to contest the allowance of any such
administrative claim. The parties hereto acknowledge and agree that the
following are not assumed pursuant to this Section 2.1(a)(4) to the extent they
might otherwise be deemed to have arisen in the ordinary course of business:

               (i) any administrative claim of any professional employed in the
     Bankruptcy Case pursuant to Section 327 or 328 of the Bankruptcy Code or
     expert witness employed pursuant to Federal Rule of Evidence 706;

               (ii) any retention bonuses payable to Key executives or employees
     in accordance with the terms of that certain Order Authorizing Debtors to
     Implement Employee Retention Plan (as amended) entered in the Bankruptcy
     Case; and

               (iii) any alleged post-petition claim of the operating telephone
     subsidiaries of Verizon Communications, Inc.

          (5) Tax Liabilities attributable solely to federal income Taxes for
the 2002 calendar year, subject to the obligation of the DataVoN Sellers to
reasonably cooperate with Buyer to mitigate, reduce or contest any such Tax
Liabilities.

          (6) Liabilities owed to the DataVoN Sellers' employees for any sick
leave or vacation pay accrued as of Closing.

          (b) Security for Assumed Liabilities. In order to secure its
obligations to satisfy the Assumed Liabilities, Buyer shall grant to the DataVoN
Sellers a first lien security interest in the Accounts Receivable.

                                       6



          (c) Excluded Liabilities. Buyer shall not assume and the DataVoN
Sellers shall be solely and exclusively liable with respect to all obligations
of the DataVoN Sellers except for the Assumed Liabilities (the "Excluded
Liabilities").

          2.2 Further Assurances. Upon the reasonable request of the DataVoN
Sellers, at any time and from time to time after the Closing Date, without
further consideration, Buyer shall execute and deliver such further instruments
of assumption and take such other actions as the DataVoN Sellers reasonably may
require of Buyer to further document or evidence the assumption of the Assumed
Liabilities, including but not limited to the execution of such instruments as
may be requested by any creditor, lessor or any other person whose consent is
required to consummate the transactions contemplated by this Agreement.

                                   ARTICLE III
                            CONDITIONS TO OBLIGATIONS

          3.1 Conditions to Obligations of the DataVoN Sellers. All obligations
of the DataVoN Sellers under this Agreement are subject to the fulfillment,
unless waived in writing at the sole option of the DataVoN Sellers, at or prior
to the Closing Date, of each of the following conditions precedent:

          (a) Representations and Warranties. The representations and warranties
of Buyer herein contained shall be true and correct as of the date of this
Agreement and shall be true and correct in all material respects (except that
where any statement in a representation or warranty expressly includes a
standard of materiality, such statement shall be true and correct) on and as of
the Closing Date, except that any representation or warranty which by its terms
is made as of a specified date shall be true and correct in all material
respects as of such specified date (except that where any statement in a
representation or warranty expressly includes a standard of materiality, such
statement shall be true and correct) with the same force and effect as though
made on and as of said date.

          (b) Covenants. Buyer shall have performed all of the obligations and
agreements and complied with all of the covenants contained in this Agreement to
be performed and complied with by it at or prior to the Closing Date in each
case except where such failure to perform or comply would not have a Material
Adverse Effect. At Closing, Buyer is the owner and holder of any obligations
allegedly owed by DataVoN Sellers to Buyer.

          (c) Closing Documents. The DataVoN Sellers shall have received all
reports, agreements, certificates, instruments and other documents required to
be delivered by Buyer on the Closing Date pursuant to Section 4.4, and the form
and substance of all such reports, agreements, certificates, instruments and
other documents shall be reasonably satisfactory to the DataVoN Sellers.

          (d) Absence of Orders; Actions. No Law or Order shall have been
enacted, entered, issued, promulgated or enforced by any Governmental Entity
which prohibits or restricts the transactions contemplated by this Agreement
except where such restriction would not have a Material Adverse Effect.

                                       7



          (e) Third-Party Approvals. Buyer shall have obtained all Approvals
required to be obtained by it in connection with the transactions contemplated
by this Agreement, except for such Approvals the failure of which so to have
been obtained would not have a Material Adverse Effect on the ability of Buyer
to perform their obligations under this Agreement, or on any aspect of the
transactions contemplated by this Agreement.

          (f) Bankruptcy Court Orders. The Sale Order, in form and substance
satisfactory to the DataVoN Sellers, shall be entered in full effect.

          (g) Purchase Consideration. In accordance with Section 5.1, the
Purchase Price shall be simultaneously paid by Buyer to the DataVoN Sellers at
Closing. In accordance with Section 5.3, the cash portion of the Purchase Price
shall be paid to the Seller and the Deposit shall be credited against the cash
portion of the Purchase Price.

          (h) Financing : Assignability of Certain Assets and Software. Buyer
shall by the Sale Hearing satisfy the obligation provided in Section 3.2(e) or
provide a written waiver acceptable to the DataVoN Sellers waiving such
obligation provided in Section 3.2(e).

          3.2 Conditions to the Obligations of Buyer: All obligations of Buyer
under this Agreement are subject to the fulfillment, unless waived in writing at
the sole option of Buyer, at or prior to the Closing Date, of the following
conditions precedent:

          (a) Covenants. The DataVoN Sellers shall have performed all of the
obligations and agreements and complied with all of the covenants contained in
this Agreement to be performed and complied with by the DataVoN Sellers on or
prior to the Closing Date in each case except where such failure to perform or
comply would not have a Material Adverse Effect.

          (b) Closing Documents. Buyer shall have received all, agreements,
certificates, instruments and other documents required to be delivered by the
DataVoN Sellers on the Closing Date pursuant to Section 4.3, and the form and
substance of all such, agreements, certificates, instruments and other documents
shall be reasonably satisfactory to the Buyer.

          (c) Absence of Orders: Actions. No Law or Order shall have been
enacted, entered, issued, promulgated or enforced by any Governmental Entity
which prohibits or materially restricts the transactions contemplated by this
Agreement except where such restriction would not have a Material Adverse
Effect.

          (d) Bankruptcy Court Orders. The Sale Order, in form and substance
satisfactory to Buyer, shall be entered in full effect. Prior to or concurrently
with the entry of the Sale Order, the Bankruptcy Court shall have determined
that the amount of the cure, if any, as to the Assumed Contracts is not greater
than the Proposed Cure Amount associated with each Assumed Contract in Schedule
6.5.

          (e) Assignability of Certain Lease and License Agreements. Buyer and
each of the vendors (each a "Vendor" and collectively the "Vendors") with
respect to the lease and license agreements set forth on Schedule 3.2(f) (the
"Lease and License Agreements") shall have modified, assumed, assigned or
consented to the Lease and License Agreements or entered

                                       8



into such other agreements, documents or instruments, in each case in form and
substance satisfactory to Buyer, on the one hand, and the Vendor, on the other,
evidencing the modification, assumption, assignment or consent of the Lease and
License Agreements to or on behalf of Buyer.

          (f) Material Adverse Effect. At any time after the date of the this
Agreement and before the Closing date, there shall not have been any event or
occurrence, individually or in the aggregate with all such events or
occurrences, that have had or is likely to have a Material Adverse Effect or
change on the operations, revenue or prospects of the Business.

                                     CLOSING

          4.1 Time and Place. The Closing shall take place at 10:00 a.m. on the
Closing Date at the offices of Hughes & Luce, Dallas, Texas, 75201.

          4.2 Closing Transactions. All documents and other instruments required
to be delivered at the Closing shall be regarded as having been delivered
simultaneously, and no document or other instrument shall be regarded as having
been delivered until all have been delivered.

          4.3 Deliveries by the DataVoN Sellers to Buyer. At the Closing, each
of the DataVoN Sellers shall deliver or cause to be delivered to Buyer:

          (a) such instruments of transfer and assignment for the Transferred
Assets that the Buyer may reasonably request to vest the Transferred Assets in
the Buyer, free and clear of Liens and claims, in accordance with terms of this
Agreement; and

          (b) such other instruments and documents as are required by any other
provisions of this Agreement or any agreement executed in connection herewith to
be delivered on the Closing Date by such DataVoN Seller to Buyer, as the case
may be, including without limitation evidence of the Bankruptcy Court approvals
of the Orders described in Section 6.6(e).

          4.4 Deliveries by Buyer. At the Closing, Buyer, as the case may be,
shall deliver or cause to be delivered to the DataVoN Sellers:

          (a) the Purchase Price in accordance with Article 5 hereof.

          (b) a certificate of the secretary or assistant secretary of Buyer
certifying to: (i) the certificate or articles of incorporation and by-laws (or
comparable organizational documents) of Buyer; (ii) the resolutions of the board
of directors (or other governing body) of Buyer approving the execution,
delivery and performance of this Agreement, the Transaction Document to which
they are a party and the consummation of the transactions contemplated hereby;
and (iii) the incumbency and signatures of the officers of Buyer executing this
Agreement and any other certificate or document delivered in connection
herewith;

          (c) a certificate executed by the president and a vice president or
the treasurer of Buyer, dated as of the Closing Date, to the effect that the
conditions specified in Section 3.1 (a) and 3.1(b) are satisfied in all
respects;

                                       9



          (d) the certificate of incorporation or articles of incorporation (or
comparable organizational documents) of Buyer certified by the Secretary of
State of its jurisdiction of organization, a certificate of existence or good
standing therefrom, as applicable, dated as of a recent date and a "bring-down"
telegram or certificate of good standing from such jurisdiction of organization
dated as of a date within three (3) Business Days of the Closing Date; and

          (e) such other instruments and documents as are required by any other
provisions of this Agreement or any agreement executed in connection herewith to
be delivered on the Closing Date by Buyer to the DataVoN Sellers.

                                    ARTICLE V
                   PAYMENT OF PURCHASE PRICE AND SALE/CLOSING

          5.1 Payment of Purchase Price. At the Closing and in consideration for
the sale and transfer of the Transferred Assets, Buyer shall pay to the DataVoN
Sellers the Purchase Price. In that regard, Buyer shall deliver to the DataVoN
Sellers the cash portion of the Purchase Price. In accordance with Section 5.3,
$50,000 of the cash portion of the Purchase Price shall be paid by Buyer by
crediting the Deposit against the cash portion of the Purchase Price.

          5.2 Allocation of Purchase Price. The Purchase Price shall be
allocated among the Transferred Assets as set forth in Schedule 5.2, and the
Buyer and the DataVoN Sellers agree to act in a manner consistent with such
allocation. Buyer and the DataVoN Sellers shall reflect such allocation in any
filings required pursuant to Section 1060 of the Internal Revenue Code of 1986,
as amended, or any similar provisions of state, local or foreign law, and in all
tax returns.

          5.3 Deposit. Concurrently with the execution and delivery of this
Agreement, Buyer has tendered to the DataVoN Sellers a deposit in the amount of
Fifty Thousand Dollars ($50,000) (the "Deposit"). From the date of this
Agreement through the Closing Date, the Deposit shall be maintained by the
DataVoN Sellers, or their counsel, in an segregated escrow account. At the
Closing, the Deposit shall be credited against the cash portion of the Purchase
Price. The Deposit shall be immediately refunded to the Buyer in the event that
(i) the DataVoN Sellers breach any of their obligations hereunder and the Buyer
elects to terminate this Agreement based upon such breach as provided for in
Section 8.1(f); (ii) a condition set forth under Section 3.2 has not been
satisfied and the Buyer elects to terminate this Agreement as provided for in
Section 8.1(f); (iii) the Bankruptcy Court does not approve the transaction
through no fault of Buyer; or (iv) the Agreement is terminated pursuant to
Section 8.1(g).

                                   ARTICLE VI
                                    COVENANTS

          6.1 Access.

          (a) Buyer agrees that it shall preserve and keep the books and records
held by it, its subsidiaries or its controlled Affiliates relating to the
Business for a period of three years from the date hereof.

                                       10



          (b) For as long as the Bankruptcy Case remains open, Buyer shall give
the Trustee reasonable access, during Buyer's normal business hours and upon
reasonable prior written notice, to all books and records of Buyer relating to
the operation of the Business prior to the Closing Date or to any Excluded
Liabilities including, without limitation, all relevant computer data files
stored, used, held or kept in connection with the operation of the Business, to
the extent such files are in Buyer's possession; provided that as a condition to
such access the Trustee shall have executed and delivered a confidentiality
agreement reasonably satisfactory to Buyer; provided further that the purpose
and extent of such access shall be as necessary in connection with either (i)
the prosecution or defense of any Action brought by or against the bankruptcy
estate of the DataVoN Sellers or the Trustee, or any Liquidation Trust approved
in the confirmed plan of reorganization, involving facts, events or
circumstances relating to the Business or the Excluded Liabilities, or (ii) the
preparation of any Tax return, election, contest or claim for Tax refund or any
audit, examination or proceeding with respect to the Taxes of the DataVoN
Sellers. The Trustee shall have the right at their own expense to make copies of
such materials to the extent that they relate to the operations of the Business
prior to the Closing Date or to any Excluded Liabilities.

          6.2 Insurance.

          (a) Until 12:00 a.m. on the date following the Closing Date, the
DataVoN Sellers shall maintain all insurance coverage maintained by the DataVoN
Sellers under which the Transferred Assets are insured, including any and all
bonds or other indemnity obligations. Effective at 12:01 a.m. on the date
following the Closing Date, all insurance coverage maintained by the DataVoN
Sellers under which the Transferred Assets are insured, including any and all
bonds and indemnity obligations, shall be cancelled and terminated (except to
the extent that they may not, by their terms, be so cancelled or terminated),
and Buyer shall obtain separate insurance coverage for the Transferred Assets.
All premium refunds paid to the DataVoN Sellers relating to such insurance
covering the Transferred Assets shall be the property of the DataVoN Sellers
regardless of whether such refunds are paid on, before or after the Closing
Date.

Buyer shall continue to be entitled to such claims or rights to receive any
insurance proceeds under insurance covering the Transferred Assets prior to the
Closing Date as the DataVoN Sellers may have, whether such coverage is or was
maintained on an "occurrence" basis or a "claims-made" basis. From and after the
Closing Date, the DataVoN Sellers and Buyer shall cooperate in connection with
the adjustment and administration of claims under all such insurance coverage.
Buyer and the DataVoN Sellers shall be responsible for any deductible, retention
or other charge provided for by the terms of any such coverage.

          Assumed and Assigned Contracts.

          (a) Subject to the approval of the Bankruptcy Court and pursuant to
the Sale Order, the Assumed Contracts will be assumed by the DataVoN Sellers and
sold and assigned to Buyer (or Buyer's designee) free and clear of all Liens and
claims, except for Assumed Liabilities, on the Closing Date under Sections
363(f), 365(a) and 365(b) of the Bankruptcy Code. At Closing, all Assumed
Contracts shall be sold and assigned to Buyer (or Buyer's designee) free and
clear of all Liens and claims, except for Assumed Liabilities. Subject to

                                       11



Bankruptcy Court approval, Buyer's determination of the contracts that shall
constitute Assumed Contracts is set forth on Schedule 6.5.

          (b) If after the date hereof (including after the Closing Date), Buyer
or a DataVoN Seller discover a contract relating primarily to the Business which
Buyer in good faith believes should have been treated as an Assumed Contract
hereunder and for which Buyer had not been given reasonable opportunity prior to
Closing to review and include such contract as an Assumed Contract and if such
contract has not been otherwise assigned to a third party after the Closing,
Buyer and the DataVoN Sellers shall take such action and execute such agreements
as may be appropriate to effect the Buyer's assumption and the DataVoN Seller's
assignment of such contract and Schedule 6.5 shall be updated to reflect the
addition of such contract, provided, however, Buyer acknowledges its obligation
to cure such contract pursuant to Section 2.1(a)(1).

          6.4 Pre-Closing Covenants.

          (a) Further Actions. During the period from the date of this Agreement
through the Closing Date, each of Buyer and the DataVoN Sellers agrees to use
its commercially reasonable best efforts to take, or cause to be taken, all
action and to do, or cause to be done, all things reasonably necessary, proper
or advisable to satisfy the conditions to the other parties' obligation to
consummate and make effective the transactions contemplated by this Agreement,
including using its commercially reasonable best efforts: (i) to defend any
lawsuits or other Actions, whether judicial or administrative, whether brought
derivatively or on behalf of third parties (including any Governmental Entity),
challenging this Agreement or the consummation of the transactions contemplated
hereby; and (ii) to furnish to each other such information and assistance as
reasonably may be requested in connection with the foregoing.

          (b) Notification of Certain Matters. Buyer and the DataVoN Sellers
shall promptly notify the other parties to this Agreement of (a) the occurrence
or non-occurrence of any fact or event which would be reasonably likely (i) to
cause any representation or warranty contained in this Agreement to be untrue or
inaccurate in any respect at any time from the date hereof to the Closing Date
except to the extent that such untruth or inaccuracy will not have a Material
Adverse Effect or (ii) to cause any covenant, condition or agreement hereunder
not to be complied with or satisfied in all material respects except to the
extent that any such noncompliance will not have a Material Adverse Effect and
(b) any failure of Buyer or a DataVoN Seller to comply with or satisfy any
covenant, condition or agreement to be complied with or satisfied by it
hereunder except to the extent that any such failure will not have a Material
Adverse Effect. Each DataVoN Seller will promptly notify Buyer of any event of
which it obtains knowledge that has had or is reasonably likely to have a
Material Adverse Effect or materially and adversely affect any of the
Transferred Assets.

          (c) Conduct of Business. Except as otherwise contemplated by this
Agreement and as Buyer may otherwise consent in writing, until the Closing:

          (1) No DataVoN Seller will amend, change, terminate or otherwise
modify any Assumed Contract, except with Buyer's consent and Buyer shall not
unreasonably withhold such consent;

                                       12



          (2) No DataVoN Seller will sell, transfer, mortgage, encumber or
otherwise dispose of any Transferred Assets and Assumed Liabilities, except with
Buyer's consent and Buyer shall not unreasonably withhold such consent;

          (3) No DataVoN Seller will dispose of or permit to lapse any material
intangible property that is a Transferred Asset or any rights to its use;

          (4) Each DataVoN Seller will use reasonable efforts to preserve the
Transferred Assets; and

          (5) No DataVoN Seller will enter into, or become obligated under, any
contract, agreement, commitment or plan with respect to the Transferred Assets
or that would contractually bind Buyer subsequent to the Closing, except with
Buyer's consent and Buyer shall not unreasonably withhold such consent.

          (d) Approvals and Best Efforts. Each of Buyer and the DataVoN Sellers
will use its commercially reasonable best efforts to obtain as promptly as
practicable all Approvals of any Governmental Entity or other Person required in
connection with the consummation of the transactions contemplated by this
Agreement, including, without limitation, the Approval of the assignment of the
Restricted Assets to Buyer. In addition, subject to the terms and conditions
herein provided, each of Buyer and the DataVoN Sellers covenants and agrees to
use its commercially reasonable best efforts to take, or cause to be taken, all
action or do, or cause to be done, all things reasonably necessary, proper or
appropriate to consummate and make effective the transactions contemplated
hereby and to cause the fulfillment of the parties' obligations hereunder.

          (e) Bankruptcy Court Approval.

          (1) The DataVoN Sellers shall use their best efforts to obtain the
Bankruptcy Court approval of the Sale Order which, among other things, (i)
grants the Sale Motion, (ii) approves and authorizes the DataVoN Sellers to
perform this Agreement and the Related Agreements and consummate the sale of the
Transferred Assets and otherwise consummate the transaction contemplated herein,
(iii) authorizes the assumption of each Assumed Contract under which any DataVoN
Seller is a party, (iv) determines that this Agreement was proposed by Buyer in
good faith and represents the highest and best offer for the Transferred Assets,
(v) determines that Buyer is a good faith purchaser under Section 363(m) of the
Bankruptcy Code and that the provisions of Section 363(n) of the Bankruptcy Code
have not been violated, (vi) authorizes the DataVoN Sellers to sell the
Transferred Assets to Buyer pursuant to this Agreement and Sections 363(f),
365(a) and 365(b) of the Bankruptcy Code, free and clear of all claims,
interests, liabilities and Liens except for those assumed by Buyer, (vii)
authorizes the DataVoN Sellers to execute, deliver, perform under, consummate
and implement this Agreement, together with all additional instruments and
documents that may be reasonably necessary or desirable to implement the
foregoing, (viii) deems properly assumed and assigned each of the Assumed
Contracts to which the DataVoN Sellers are parties, and (ix) waives the stay of
the Sale Order pursuant to Rules 6004(g) and 6006 of the Rules of Bankruptcy
Procedure, and (x) is in a form and substance acceptable to Buyer.

                                       13



          (2) The DataVoN Sellers shall promptly make any filings, take all
actions, and use best efforts to obtain any and all other Approvals and Orders
necessary or appropriate for consummation of the sale of the Transferred Assets
or the assumption of the Assumed Contracts, subject to their obligations to
comply with any order of the Bankruptcy Court.

          (3) In the event an appeal is taken, or a stay pending appeal is
requested, from the Sale Order, the DataVoN Sellers shall immediately notify
Buyer of such appeal or stay request and shall promptly provide to Buyer a copy
of the related notice of appeal or order of stay.

          (4) Buyer shall cooperate in providing such information and evidence
as is necessary to obtain Bankruptcy Court approval of the Orders described in
this Section 6.8(g).

          (5) The form of the Sale Order shall be approved by Buyer before it is
submitted to the Bankruptcy Court, which approval shall not be unreasonably
withheld or delayed.

          (f) Transfer Taxes. In accordance with Section 1146(c) of the
Bankruptcy Code, the making or delivery of any instrument of transfer, including
the filing of any deed or other document of transfer to evidence, effectuate or
perfect the rights, transfers and interest contemplated by this Agreement, shall
be in contemplation of a plan or plans of reorganization to be confirmed in the
Bankruptcy Case, and as such shall be free and clear of any and all transfer
Tax, stamp Tax or similar Taxes. Such instruments transferring the Transferred
Assets to Buyer shall contain the following endorsement:

          "Because this [instrument] has been authorized pursuant to Order of
          the United States Bankruptcy Court for the Northern District of Texas,
          Dallas Division, in contemplation of a plan of reorganization of the
          Grantor, it is exempt from transfer taxes, stamp taxes or similar
          taxes pursuant to 11 U.S.C. (S) 1146(c)."

          6.5 Bankruptcy Filings. From and after the date hereof until the
Closing Date, the DataVoN Sellers shall deliver to Buyer (a) copies of all
pleadings, motions, notices, statements, schedules, applications, reports and
other papers that the DataVoN Sellers file in the Bankruptcy Case within a
reasonable time after filing, but with respect to any such papers that relate,
in whole or in part, to this Agreement, the sale of the Transferred Assets, or
Buyer, its constituent members or its or their agents or representatives, the
DataVoN Sellers shall use all reasonable efforts to provide such prior notice as
may be reasonable under the circumstances before the filing of such papers and
(b) copies of all pleadings, motions, notices, statements, schedules,
applications, reports and other papers filed in the Bankruptcy Case.

          6.6 Turnover of Payments. After Closing, in the event that a DataVoN
Seller receives any payment or instrument of payment of any amount included in
the Transferred Assets or any other payment or amount to which the Buyer is
entitled, such DataVoN Seller shall deliver the same promptly to the Buyer (with
endorsement if necessary but otherwise in the same

                                       14



form as received) and, until so delivered, hold the same in trust for the
Buyer's benefit and as property of the Buyer.

          6.7 Corporate Name Change. The DataVoN Sellers agree no later than
ninety (90) days after the Closing to cease using the name "DataVoN," or any
derivative thereof, and hereby acknowledge and covenant to change their
respective charter documents to reflect such change.

                                   ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES

          7.1 DataVoN Sellers. Each DataVoN Seller represents and warrants the
following:

          (a) At the Closing, it possesses, and is hereby transferring, the
Transferred Assets to Buyer free and clear of any and all Liens and claims
(subject to all liens agreed to by Buyer and Vendors or other third parties) in
accordance with, and with all of the protections afforded by, Section 363 of the
Bankruptcy Code; provided, however, that this representation is not made with
respect to any claims that the applicable Vendor has with respect to items as to
which Section 3.2(e) applies, which claims must be resolved by Buyer pursuant to
that section.

          (b) It has good and marketable title to or, in the case of leased
assets and properties, valid leasehold interest in, all tangible real and
personal assets and properties constituting Transferred Assets held by it;
provided, however, that this representation is not made with respect to any
claims that the applicable Vendor has with respect to items as to which Section
3.2(e) applies, which claims must be resolved by Buyer pursuant to that section.
All of the tangible Transferred Assets have been reasonably maintained and are
in good working order and condition, ordinary wear and tear excepted. Schedule
7.1(d) sets forth the address of each location of the tangible Transferred
Assets.

          (c) From the date of this Agreement to the Closing Date, there has
been no event or occurrence, individually or in the aggregate, with all such
events or occurrences that have had or is likely to have a Material Adverse
Effect or change in the Business, or in the DataVoN Seller's revenues or
prospects.

          7.2 Buyer. Buyer represents and warrants the following:

          (a) Buyer is a corporation, validly existing and in good standing
under the laws of its state of incorporation with all necessary corporate power
and authority to execute, deliver and perform this Agreement.

          (b) The execution, delivery and performance of this Agreement and the
other Transaction Documents by Buyer have been duly and validly authorized by
the board of directors of Buyer and by all other necessary corporate action on
the part of Buyer and this Agreement and the other Transaction Documents
constitute the valid and legally binding obligation of Buyer, enforceable
against Buyer in accordance with their respective terms, except as such
enforceability may be limited by (i) applicable bankruptcy, insolvency,
reorganization,

                                       15



moratorium, and other laws of general application now or hereafter in effect
affecting enforcement of creditors' rights generally and (ii) general principles
of equity.

          (c) The execution, delivery and performance of this Agreement, the
other Transaction Documents to which Buyer is a party and the consummation of
the transactions contemplated hereby will not result in any violation or be in
conflict with or constitute, with or without notice or the passage of time and
giving of notice, a default under any provision of Buyer's articles or
certificate of incorporation or bylaws or any Order or contract to which Buyer
is a party or its respective assets or properties are bound.

          (d) As of Closing, the Buyer is the owner and holder of all
obligations and liens then owed by the DataVoN Sellers to the Buyer.

                                  ARTICLE VIII
                                   TERMINATION

          8.1 Termination. This Agreement may be terminated prior to the Closing
and the transactions contemplated hereby may be abandoned:

          (a) by the mutual written consent of Buyer and the DataVoN Sellers;

          (b) by the DataVoN Sellers, upon written notice from the DataVoN
Sellers to Buyer, if the Closing has not taken place on or prior to May 27,
2003, other than by reason of a material breach of this Agreement by the DataVoN
Sellers;

          (c) by Buyer, upon written notice to the DataVoN Sellers, if the
Closing has not taken place on or prior to May 27, 2003, other than by reason of
a material breach of this Agreement by Buyer;

          (d) by Buyer or the DataVoN Sellers, upon written notice to the other,
if there shall be in effect a non-appealable order of a court of competent
jurisdiction permanently prohibiting the consummation of the transactions
contemplated hereby;

          (e) by the DataVoN Sellers if Buyer is in material breach of any
covenant or agreement under this Agreement, or if any representation or warranty
of Buyer is not true and correct in all material respects (except that where any
statement in a representation or warranty expressly includes a standard of
materiality, such statement shall be true and correct), in either case such that
the conditions set forth in Sections 3.2(a) and (b) would not be satisfied and
which is not curable or, if curable, is not cured within 10 calendar days after
written notice of such breach is given to Buyer by the DataVoN Sellers;

          (f) by Buyer if a DataVoN Seller is in material breach of any covenant
or agreement under this Agreement, or if any representation or warranty of a
DataVoN Seller is not true and correct in all material respects (except that
where any statement in a representation or warranty expressly includes a
standard of materiality, such statement shall be true and correct), in either
case such that the conditions set forth in Sections 3.1 (a) and (b) would not be
satisfied and which is not curable or, if curable, is not cured within 10
calendar days after written notice of such breach is given to Buyer by the
DataVoN Sellers;

                                       16



          (g) by Buyer or the DataVoN Sellers, if any of the following shall
occur:

               (A) the Bankruptcy Case is dismissed or converted to chapter 7 of
          the Bankruptcy Code or a trustee is appointed for the DataVoN Sellers;
          or

               (B) the Sale Order in form and substance satisfactory to Buyer
          shall not have been entered by May 21, 2003;

          (h) by Buyer if any of the conditions to the obligations of Buyer in
Section 3.2 are not satisfied on or before May 21, 2003.

          8.2 Status of Agreement after Termination. Upon any termination of
this Agreement pursuant to Section 8.1, this Agreement shall become void and
shall have no effect; except for those obligations in Sections 8.3 and 10.4
hereof and pursuant to the Confidentiality Agreement, which shall survive the
termination of this Agreement in accordance with its terms.

          (a) Fees and Expenses. Whether or not the transactions contemplated by
this Agreement are consummated, all costs and expenses incurred in connection
with this Agreement and the transactions contemplated hereby shall be paid by
the party incurring such expenses.

          8.3 Exclusive Remedy. The parties acknowledge and agree that (x) the
rights and remedies provided in this Article VIII are the exclusive rights and
remedies in the event of any breach of any representation, warranty, agreement
or covenant by Buyer and the DataVoN Sellers prior to the Closing and (y) the
representations, warranties, agreements or covenants of the parties made in this
Agreement, and any rights arising out of any breach of any such representation,
warranty, agreement or covenant, shall not survive beyond the Closing Date,
except for those covenants or agreements of the parties which by its terms
contemplates performance after the Closing Date and as set forth in Section 8.4
and Article 10, all of which shall survive the Closing Date subject to the terms
hereof.

          8.4 Return of Deposit. Upon termination of this Agreement by Buyer in
accordance with Section 8.1, the Deposit, and any accrued interest, shall be
returned to Buyer, or Buyer's nominee.

                                   ARTICLE IX
                               CERTAIN DEFINITIONS

     As used in this Agreement, the following definitions shall apply:

          9.1 "Accounts Receivable" has the meaning set forth in Section
1.1(a)(12).

          9.2 Action" means any charge, claim, lawsuit, complaint, request for
investigation, report of alleged violation of law or regulation, or legal
proceeding of any nature filed with or made to any Governmental Entity or
organization having jurisdiction or authority over the bankruptcy estate of the
DataVoN Sellers, the Trustee, a DataVoN Seller, its assets, its property or its
operations, including but not limited to actions filed under Chapter 5 of the
Bankruptcy Code and objections to proofs of claim filed by any creditor.

                                       17



          9.3 "Affiliate" means a Person that directly, or indirectly through
one or more intermediaries, controls, or is controlled by, or is under common
control with, a specified Person.

          9.4 "Agreement" means this Asset Purchase Agreement by and among Buyer
and the DataVoN Sellers, as amended or supplemented, together with all Schedules
attached hereto.

          9.5 "Approval" means any approval, authorization, consent,
qualification or registration, or any waiver of any of the foregoing, required
to be obtained from, or any notice, statement or other communication required to
be filed with or delivered to, any Governmental Entity or any other Person.

          9.6 "Assumed Contracts" means, subject to Section 6.5, all contracts,
purchase orders, personal property leases, security agreements, guaranties and
other documents and arrangements with customers, suppliers and others relating
primarily to the operation of the Business as specifically set forth on Schedule
6.5.

          9.7 "Assumed Liabilities" has the meaning set forth in Section 2.1(a).

          9.8 "Bankruptcy Case", has the meaning set forth in the Recitals.

          9.9 "Bankruptcy Code" means 11 U.S.C.(S) 101 et seq., and applicable
federal rules of bankruptcy procedure thereunder.

          9.10 "Bankruptcy Court" means the United States Bankruptcy Court for
the Northern District of Texas, Dallas Division.

          9.11 "Business" has the meaning set forth in the Recitals.

          9.12 "Business Day" means a day that is not a Saturday, Sunday or
legal holiday in Dallas, Texas.

          9.13 "Closing" means the closing of the transactions contemplated by
this Agreement.

          9.14 "Closing Date" means on or before Tuesday, May 27, 2003, or such
other date as may be agreed by Buyer and the DataVoN Sellers, but not later than
June 2, 2003.

          9.15 "Confidentiality Agreement" means the Confidentiality Agreement
among the DataVoN Sellers and Buyer dated prior to the date hereof.

          9.16 "Deposit" has the meaning set forth in Section 5.3.

          9.17 "Employee Benefits Assets" means all assets of any of the DataVoN
Sellers' employee benefit plans.

          9.18 "Environmental Loss" means all (A) attorneys', experts',
consultants', contractors' or accountants' fees, expenses, court costs and other
out-of-pocket expenses, (B) all judgments, liabilities, losses, damages, civil
penalties and civil fines, (C) all costs of

                                       18



investigation, characterization, remediation, clean-up, or disposal and (D) any
other cost, loss or expense, in each case as incurred or suffered in connection
with, or resulting from, the presence, the use or disposal of any Hazardous
Substance in connection with the Business prior to the Closing Date if, and only
to the extent, resulting from or related to any third-party claim, action or
suit or governmental action, proceeding, or investigation against a DataVoN
Seller.

          9.19 "Excluded Assets" has the meaning set forth in Section 1.1(b).

          9.20 "Excluded Liabilities" has the meaning set forth in Section
2.1(b).

          9.21 "Expenses" means reasonable attorneys' and accountants' fees and
expenses, costs of investigation and all other reasonable out-of-pocket
expenses.

          9.22 "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.

          9.23 "Hazardous Substance" means (i) substances that are defined,
listed or otherwise classified, or which may come to be so defined, listed or
otherwise classified, pursuant to any applicable statutes, laws, rules or
regulations on or prior to the first anniversary of the Closing Date as
"hazardous substances," "hazardous materials," "hazardous wastes" or "toxic
substances," or any other formulation intended to define, list or classify
substances by reason of deleterious properties such as ignitibility,
corrosivity, reactivity, radioactivity, carcinogenicity, toxicity, reproductive
toxicity, "TCLP toxicity" or "EP toxicity" or words of similar import, (ii) any
oil, petroleum or petroleum derived substance, (iii) any drilling fluids,
produced waters and other wastes associated with the exploration, development,
or production of crude oil, natural gas or geothermal resources, (iv) any
flammable substances or explosives, (v) any radioactive materials, (vi) asbestos
in any form, (vii) urea formaldehyde foam insulation, (viii) electrical
equipment which contains any oil or dielectric fluid containing levels of
polychlorinated biphenyls in excess of fifty parts per million, (ix) pesticides
or (x) any other chemical, material or substance, exposure to which is
prohibited, limited or regulated by any governmental authority or which may or
could pose a hazard to the health and safety of any persons.

          9.24 "Hired Employees" means those individuals who are employed by the
DataVoN Sellers immediately prior to the Closing Date and who are offered
employment by Buyer on such date.

          9.25 "Laws" means any law, statute, regulation, rule, ordinance or
Order of a Governmental Entity.

          9.26 "Lease and License Agreements" has the meaning set forth in
Section 3.2(i).

          9.27 "Lien" means any mortgage, pledge, deed of trust, hypothecation,
lien security interest, encumbrance, conditional sale or other title retention
or security agreement or any other similar restriction, claim or right of
others.

                                       19



          9.28 "Litigation Liabilities" means all obligations and liabilities
arising in connection with any litigation matters, including, without
limitation, actions, proceedings, settlements, appeals and other similar
matters, relating to the operations of the Business prior to the Closing Date.

          9.29 "Material Adverse Effect" means an event or occurrence,
individually or in the aggregate with all such events or occurrences, that have
had or is likely to have a material adverse effect or change on the operations,
revenue or prospects of Seller's Business (taken as a whole) or to the
Transferred Assets.

          9.30 "Order" means any decree, injunction, judgment, order, ruling,
writ, quasi-judicial decision or award or administrative decision or award of
any federal, state, local, foreign or other court, arbitrator, tribunal,
administrative agency or Governmental Entity to which any Person is a party or
that is or may be binding on any Person or its securities, assets or business.

          9.31 "Person" means an association, a corporation, an individual, a
partnership, a trust or any other entity or organization, including a
Governmental Entity.

          9.32 "Purchase Price" means the sum of:

          a) $1,080,000 to be paid in cash at Closing by wire transfer to an
account designated by the DataVoN Sellers; plus

          b) An amount in cash equal to the principal, accrued interest and all
other sums due on indebtedness of the DataVoN Sellers to Lee Barton allowed as a
secured claim in the Bankruptcy Case, payable in cash at Closing, to be held by
the DataVoN Sellers until such time as the Bankruptcy Court allows the secured
claim of Lee Barton, at which time any part of this sum not necessary to pay the
allowed claim of Lee Barton shall be refunded to Buyer; plus

          c) To the extent a satisfactory waiver or assumption document is not
received by the DataVoN Sellers at Closing, an amount in cash equal to the
principal, accrued interest and all other sums due on indebtedness of the
DataVoN Sellers to Tim Terrell allowed as a secured claim in the Bankruptcy
Case, payable in cash at Closing, to be held by the DataVoN Sellers until such
time as the Bankruptcy Court allows the secured claim of Tim Terrell, at which
time any part of this sum not necessary to pay the allowed claim of Tim Terrell
shall be refunded to Buyer;

          d) A liability assumption agreement, security agreement and UCC-1
establishing and securing the obligations of Buyer in accordance with Section
2.1 (a) and 2.1(b) of this Agreement; plus

          e) A promissory note (in form reasonably satisfactory to the DataVoN
Sellers) payable by Buyer to the order of the Trustee in the original principal
amount of $1,500,000, bearing interest at the rate of 10% per annum and payable
in seven equal monthly payments of $221,487.87 commencing one month following
the Closing Date, such note to be secured by a perfected first priority security
interest in the Equipment which cannot be subordinated without the consent of
the Trustee; plus

                                       20



          f) To the extent the DataVoN Sellers contract(s) with Focal
Communications Inc. ("Focal") are not assumed at Closing and assigned to Buyer,
and further to the extent that the Focal proof of claim for approximately $8.3
million is not waived in full at or prior to Closing, then Buyer shall pay at
Closing to the DataVoN Sellers $250,000 in cash by wire transfer to an account
designated by the DataVoN Sellers and a promissory note in the original
principal amount of $200,000, bearing no interest and payable in twelve equal
monthly installments commencing one month following the Closing Date provided
that the DataVoN Sellers shall segregate all amounts paid pursuant to this
Section 9.32(e) from all other funds and shall pay and assign such amounts to
Focal at such time as Focal's assumption of the Focal contract(s) is approved by
the bankruptcy court having jurisdiction over Focal's Chapter 11 bankruptcy
case; plus

          g) A promissory note (in form reasonably satisfactory to the DataVoN
Sellers) payable by Buyer to the order of the DataVoN Sellers in the original
principal amount of $1,279,262.37 or in any event an offsetting amount exactly
equivalent to all principal, interest and charges owed in connection with the
pre-petition obligations owed by the DataVoN Sellers to Buyer at Closing,
bearing interest at the rate of 10% per annum and payable on the date that a
final, unappealable Order allowing or disallowing the pre-petition claim of
Buyer in the Bankruptcy Case is entered; provided, however, that the original
principal amount of such promissory note shall be reduced, effective as of the
Closing Date, in an amount equal to that portion of the pre-petition claim of
Buyer which becomes an allowed claim in the Bankruptcy case and further provided
that Buyer shall deliver a subordination agreement at Closing subordinating any
such allowed claim to the allowed claims of all other creditors; plus

          9.33 "Restricted Assets" means those Transferred Assets the transfer
of which to Buyer requires the Approval of a third-party (including, without
limitation, consents or assignments to be obtained from those parties listed on
Schedule 1.1(b)) and which Approval has not been obtained as of the Closing
Date.

          9.34 "Sale Hearing" has the meaning set forth in Section 6.6(e).

          9.35 "Sale Motion" has the meaning set forth in the Recitals.

          9.36 "Sale Order" means an Order of the Bankruptcy Court which, among
other things, (i) grants the Sale Motion, (ii) approves and authorizes the
DataVoN Sellers to perform this Agreement and the Related Agreements and
consummate the sale of the Transferred Assets and otherwise consummate the
transaction contemplated herein and (iii) authorizes the assumption of each
Assumed Contract under which any DataVoN Seller is a party; (iv) determines that
this Agreement was proposed by Buyer in good faith and represents the highest
and best offer for the Transferred Assets, (v) determines that Buyer is a good
faith purchaser under Section 363(m) of the Bankruptcy Code and that the
provisions of Section 363(n) of the Bankruptcy Code have not been violated, (vi)
authorizes the DataVoN Sellers to sell the Transferred Assets to Buyer pursuant
to this Agreement and Sections 363(f), 365(a) and 365(b) of the Bankruptcy Code,
free and clear of all claims, interests, liabilities and Liens except for those
assumed by Buyer, (vii) authorizes the DataVoN Sellers to execute, deliver,
perform under, consummate and implement this Agreement, together with all
additional instruments and documents that may be reasonably necessary or
desirable to implement the foregoing, (viii)

                                       21



deems properly assumed and assigned each of the Assumed Contracts to which the
DataVoN Sellers are parties, and (ix) waives the stay of the Sale Order pursuant
to Rules 6004(g) and 6006 of the Rules of Bankruptcy Procedure.

          9.37 "Tax" means any federal, state, local or foreign income, gross
receipts, property, sales, use, license, excise, employment, payroll,
withholding or minimum tax, or any other tax, custom, duty, governmental fee or
other like assessment or charge of any kind whatsoever.

          9.38 "Tax Assets" means all Tax related assets of or relating to the
Business for any period (or portion thereof) ending on or prior to the Closing
Date which are or may become available to the DataVoN Sellers, including but not
limited to all net operating losses or Tax refunds.

          9.39 "Tax Liabilities" means all liability for Taxes relating to the
Business for any period (or portion thereof) ending on or prior to the Closing
Date which are or may become payable in connection with the Business.

          9.40 "Transaction Documents" has the meaning set forth in Section
7.1(b).

          9.41 "Transferred Assets" has the meaning set forth in Section 1.1.

          9.42 "Transferred Intellectual Property Rights" means has the meaning
set forth in Section 1.1(a)(10).

          9.43 "Trustee" means any Trustee appointed by the Bankruptcy Court
either under a confirmed plan of reorganization or pursuant to applicable
provisions of the Bankruptcy Code.

          9.44 "Vendors" has the meaning set forth in Section 3.2(h).

                                    ARTICLE X
                                  MISCELLANEOUS

          10.1 Amendments; Waivers. This Agreement and any Schedule attached
hereto may be amended only by agreement in writing of Buyer and the DataVoN
Sellers.

          10.2 Governing Law. This Agreement and the legal relations between the
parties shall be governed by and construed in accordance with the laws of the
State of Texas applicable to contracts made and performed in such State and
without regard to conflicts of law doctrines, except to the extent that certain
matters are preempted by federal law or are governed by the law of the
jurisdiction of incorporation or formation of the respective parties.

          10.3 No Assignment. Neither this Agreement nor any right or obligation
hereunder is assignable. Notwithstanding the foregoing Buyer may (a) assign any
or all of its rights and interests hereunder to one or more of its Affiliates
and (b) designate one or more of its Affiliates to perform its obligations
hereunder (in any or all of which cases Buyer, as the case may be, nonetheless
shall remain responsible for the performance of all of its obligations

                                       22



hereunder); provided that such assignment or designation shall not diminish or
impair the rights of the DataVoN Sellers hereunder.

          10.4 Expenses. Except as provided for in Article VIII, each party
shall pay its own expenses incident to the negotiation, preparation and
performance of this Agreement and the transactions contemplated hereby, and
Buyer shall pay all transfer taxes, if any, all sales, use and other similar
taxes, if any, imposed on or in connection with the transfer of the Transferred
Assets to, and the assumption of the Assumed Liabilities by, Buyer pursuant to
this Agreement or on the use thereof by Buyer hereafter.

          10.5 Parties in Interest. This Agreement shall be binding upon and
inure to the benefit of each party, and nothing in this Agreement, express or
implied, is intended to confer upon any other person any rights or remedies of
any nature whatsoever under or by reason of this Agreement. Nothing in this
Agreement is intended to relieve or discharge the obligation of any third person
to, or to confer any right of subrogation or action over against, any party to
this Agreement.

          10.6 Notices. Any notice, consent, waiver and other communication
hereunder must be in writing and shall be deemed to be duly given when (a)
delivered in person, (b) transmitted by confirmed telefax or facsimile or (c)
received if sent mailed by certified or registered mail, postage prepaid, return
receipt requested, as follows:

          If to the DataVoN Sellers, addressed to:

               DataVoN, Inc.
               1925 West John Carperter Freeway
               Suite 500
               Dallas, Texas 75063
               Telecopy: (972) 889-2775
               Attention: Michael G. Donohoe

          With a copy to:

               Hughes & Luce
               1717 Main Street, Suite 2800
               Dallas, Texas 75201
               Telecopy: (214) 939-5849
               Attention: Jeffrey R. Fine, Esq.

                                       23



          If to Buyer, addressed to:

               Transcom Communications, Inc.
               1925 W. John Carpenter Freeway
               Suite 500
               Irving, Texas 75063
               Telecopy: 972-889-2845
               Attention: Scott Birdwell

          With a copy to:

               McGuire, Craddock & Strother, P.C.
               3550 Lincoln Plaza
               500 N. Akard
               Dallas, Texas 75201
               Telecopy: 214-954-6868
               Attention: J. Mark Chevallier, Esq.

or to such other address or to such other person as either party shall have last
designated by such notice to the other party.

          10.7 Severability. If any provision of this Agreement is determined to
be invalid, illegal or unenforceable by any court of competent jurisdiction or
other Governmental Entity, the remaining provisions of this Agreement shall
remain in full force and effect.

          10.8 Headings. The descriptive headings of the articles, sections and
subsections of this Agreement are for convenience only and do not constitute a
part of this Agreement.

          10.9 Counterparts. This Agreement and any amendment hereto or any
other agreement (or document) delivered pursuant hereto may be executed in one
or more counterparts and by different parties in separate counterparts. All of
such counterparts shall constitute one and the same agreement (or other
document) and shall become effective (unless otherwise therein provided) when
one or more counterparts have been signed by each party and delivered to the
other party. Facsimile signatures shall constitute original signatures for all
purposes of this Agreement.

          10.10 Entire Agreement. This Agreement supersedes all prior agreements
(other than the Confidentiality Agreement) between the parties with respect to
its subject matter and constitutes (along with Transaction Documents) a complete
and exclusive statement of the terms of the agreement between the parties with
respect to its subject matter.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       24



          IN WITNESS WHEREOF, each of DTVN, DataVoN, Zydeco, VI and Buyer has
caused this Agreement to be duly executed on its behalf as of the date first
above written.

                                        DTVN HOLDINGS, INC.


                                        By: /s/ Michael G. Donohoe
                                            ------------------------------------
                                        Name:  Michael G. Donohoe
                                        Title: CRO


                                        DATAVON, INC.


                                        By: /s/ Michael G. Donohoe
                                            ------------------------------------
                                        Name:  Michael G. Donohoe
                                        Title: CRO


                                        ZYDECO EXPLORATIONS, INC.


                                        By: /s/ Michael G. Donohoe
                                            ------------------------------------
                                        Name:  Michael G. Donohoe
                                        Title: CRO


                                        VIDEO INTELLIGENCE, INC.


                                        By: /s/ Michael G. Donohoe
                                            ------------------------------------
                                        Name:  Michael G. Donohoe
                                        Title: CRO


                                        TRANSCOM COMMUNICATIONS, INC.


                                        By:
                                            ------------------------------------
                                        Name:  Britt Birdwell
                                        Title:

                                       25



          IN WITNESS WHEREOF, each of DTVN, DataVoN, Zydeco, VI and Buyer has
caused this Agreement to be duly executed on its behalf as of the date first
above written.

                                        DTVN HOLDINGS, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        DATAVON, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        ZYDECO EXPLORATION, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        VIDEO INTELLIGENCE, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        TRANSCOM COMMUNICATIONS, INC.


                                        By: /s/ Scott Birdwell
                                            ------------------------------------
                                        Name:  Scott Birdwell
                                        Title: Chief Executive Officer

EX-2.2

                                                                     Exhibit 2.2

                                                        U.S. BANKRUPTCY COURT
                                                      NORTHERN DISTRICT OF TEXAS

                         UNITED STATES BANKRUPTCY COURT          ENTERED
                           NORTHERN DISTRICT OF TEXAS  TAWANA C. MARSHALL, CLERK
                                 DALLAS DIVISION         THE DATE OF ENTRY IS
IN RE:                                                   ON THE COURT'S DOCKET
                                       (S)
DATAVON, INC., et al.,                 (S)        CASE NO. 02-38600-SAF-11
                                       (S)
                                       (S)
                                       (S)
              DEBTORS.                 (S)        CHAPTER 11
                                       (S)
                                       (S)
                                       (S)        JOINTLY ADMINISTERED
                                       (S)

         FINDINGS OF FACT, CONCLUSIONS OF LAW AND ORDER CONFIRMING JOINT
          PLAN OF REORGANIZATION OF DATAVON, INC., DTVN HOLDINGS, INC.,
        ZYDECO EXPLORATION, INC. AND VIDEO INTELLIGENCE, INC., AS AMENDED
                                AND SUPPLEMENTED

                                  INTRODUCTION

     DataVoN, Inc. ("DataVoN"), DTVN Holdings, Inc. ("DTVN"), Zydeco
Exploration, Inc. ("Zydeco") and Video Intelligence, Inc. ("VI") (collectively,
the "Debtors")/1/ having proposed the Joint Plan Of Reorganization Of DataVoN,
Inc., DTVN Holdings, Inc., Zydeco Exploration, Inc. and Video Intelligence,
Inc., dated February 28, 2003, as modified, corrected and supplemented (the
"Plan"/2/); the Bankruptcy Court having entered on February 28, 2003, its Order
(the "Disclosure Statement Order") approving the Disclosure Statement For The
Joint Plan Of Reorganization Of DataVoN, Inc., DTVN Holdings, Inc., Zydeco
Exploration, Inc.

- ----------
/1/ Unless otherwise specified, capitalized terms and phrases used herein have
the meanings assigned to them in the Plan (as defined herein). The rules of
interpretation set forth in Section IA of the Plan shall apply to these Findings
of Fact, Conclusions of Law and Order (this "Confirmation Order"). In addition,
any term used in the Plan or this Confirmation Order that is not defined in the
Plan or this Confirmation Order, but that is used in the Bankruptcy Code or the
Bankruptcy Rules, shall have the meaning given to that term in the Bankruptcy
Code or the Bankruptcy Rules, as applicable. In accordance with Section III.A of
this Confirmation Order, if there is any direct conflict between the terms of
the Plan and the terms of this Confirmation Order, the terms of this
Confirmation Order shall control.
/2/ A copy of the Joint Plan with technical corrections is attached hereto as
Exhibit B.

PAGE 1



And Video Intelligence, Inc. (the "Disclosure Statement"); Debtors having filed
the Tabulation of Ballots Regarding Vote on Debtors' Joint Plan of
Reorganization (the "Voting Declaration") on June 2, 2003; the Bankruptcy Court
having established, in the Disclosure Statement Order, April 1, 2003, at 9:30
a.m., as the date and time of commencement of the hearing pursuant to section
1129 of the Bankruptcy Code to consider Confirmation of the Plan/3/ (the
"Confirmation Hearing"); Debtors having filed Certificates of Service indicating
that the Debtors timely mailed the Solicitation Materials for the Plan in
accordance with the Disclosure Statement Order (the "Service Declarations");
objections to Confirmation of the Plan having been filed by various creditors
(collectively the "Objections"); the Debtors having filed its Motion To Adopt
Technical Corrections To Joint Plan Of Reorganization Of DataVoN, Inc., DTVN
Holdings, Inc., Zydeco Exploration, Inc. and Video Intelligence, Inc. (the
"Technical Corrections Motion"); the Bankruptcy Court having reviewed the Plan,
the Disclosure Statement, the Disclosure Statement Order, the Voting
Declaration, the Service Declarations, the Technical Corrections Motion and the
Objections; the Bankruptcy Court having heard the statements of counsel in
support of Confirmation at the Confirmation Hearing, as reflected in the record
at the Confirmation Hearing; the Bankruptcy Court having considered the
uncontroverted testimony, exhibits 1 though 14, and other evidence admitted at
the Confirmation Hearing; the Bankruptcy Court having taken judicial notice of
the papers and pleadings on file in Debtor's reorganization case, and the
Bankruptcy Court finding that (i) notice of the Confirmation Hearing and the
opportunity of any party in interest to object to Confirmation were adequate and
appropriate, in accordance with Bankruptcy Rule 2002(b), as to all parties to be
affected by the Plan and the

- ----------
/3/ The Confirmation Hearing was commenced April 1, 2003, at 9:30 a.m., and then
adjourned several times by bench order of the Court to reconvene on June 2,
2003, at 1:30 p.m.

PAGE 2



transactions contemplated thereby and (ii) the legal and factual bases set forth
at the Confirmation Hearing and as set forth in this Confirmation Order
establish just cause for the relief granted herein; the Bankruptcy Court hereby
makes the following findings of fact, conclusions of law and order./4/

I.   FINDINGS OF FACT.

     A.   JURISDICTION AND VENUE.

          DataVoN filed an emergency voluntary petition under Chapter 11 of the
Bankruptcy Code on September 30, 2002 ("DataVoN's Petition Date"). The next day,
on October 1, 2002, the other Debtors filed their emergency voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code. Since each of the Debtors
filed its voluntary petition, it has continued to operate its business and
manage its property as debtor-in-possession pursuant to 11 U.S.C. (S)(S) 1107
and 1108. Each Debtor was and is qualified to be a debtor under section 109(a)
of the Bankruptcy Code. The principal place of business of the Debtors is in
Dallas County, Texas. Accordingly, pursuant to 28 U.S.C. (S) 1408, venue in the
United States Bankruptcy Court for the Northern District of Texas, Dallas
Division, for Debtors' reorganization cases was proper as of the Petition Date
and continues to be proper.

     B.   COMPLIANCE WITH THE REQUIREMENTS OF SECTION 1129 OF THE BANKRUPTCY
          CODE.

          1.   Section 1129(a)(1) - Compliance of the Plan with Applicable
               Provisions of the Bankruptcy Code.

- ----------
/4/ This Confirmation Order constitutes the Bankruptcy Court's findings of fact
and conclusions of law under Fed. R. Civ. P. 52, as made applicable by
Bankruptcy Rules 7052 and 9014. Any finding of fact shall constitute a finding
of fact even if it is stated as a conclusion of law, and any conclusion of law
shall constitute a conclusion of law even if it is stated as a finding of fact.

PAGE 3



          The Plan complies with all applicable provisions of the Bankruptcy
Code, as required by section 1129(a)(1) of the Bankruptcy Code, including
sections 1122 and 1123 of the Bankruptcy Code.

               a.   Sections 1122 and 1123(a)(1)-(4) - Classifications and
                    Treatment of Claims and Interests.

          Pursuant to sections 1122(a) and 1123(a)(1) of the Bankruptcy Code,
Article III of the Plan designates Classes of Claims and Interests, other than
Administrative Claims./5/ As required by section 1122(a), each Class of Claims
and Interests contains only Claims or Interests that are substantially similar
to the other Claims and Interests within that Class. Claims are classified
separately in Class 1 through Class 4. Interests are classified separately in
Class 5. Such classification is proper under section 1122(a) of the Bankruptcy
Code because such Claims and Interests have differing rights among each other
and against the assets of the Debtors. Pursuant to section 1123(a)(2) and (3) of
the Bankruptcy Code, Article IV of the Plan specifies the treatment of all
Classes of Claims and Interests that are not impaired under the Plan and
specifies the treatment of all Classes of Claims and Interests that are impaired
under the Plan. Pursuant to section 1123(a)(4) of the Bankruptcy Code, Article
IV of the Plan also provides the same treatment for each Claim or Interest
within a particular Class, unless the holder of a Claim or Interest agrees to
less favorable treatment of its Claim or Interest.

               b.   Section 1123(a)(5) - Adequate Means for Implementation and
                    Execution of the Plan.

          Article V of the Plan and various other provisions of the Plan provide
adequate means for the Plan's implementation. Those provisions relate to, among
other things: (i) the sale

- ----------
/5/ Pursuant to section 1123(a)(1) of the Bankruptcy Code, classes of
Administrative Claims are not required to be designated.

PAGE 4



to the Successful Purchaser of substantially all of the assets of the Debtors;
(ii) the consummation of the sale to the Successful Purchaser; (iii) the initial
selection of a Trustee and Liquidating Trust Board for the Liquidating Trust;
(iv) the distribution of cash to the Holders of Allowed Claims from the
Liquidating Trust; and (v) the adoption, execution, delivery and/or
implementation of all contracts, leases, instruments, releases, and other
agreements or documents related to the foregoing. On May 30, 2003, the Debtors
Closed the Sale of substantially all of the assets of the Debtors to Transcom
pursuant to the terms of that certain Asset Purchase Agreement dated April 25,
2003 (the "APA Agreement"). Pursuant to the terms of the APA Agreement, the
Liquidating Trust and the Debtors will have sufficient cash to make all payments
required to be made on and after the Effective Date pursuant to the terms of the
Plan. The Liquidating Trust succeeds to all of the rights and obligations of the
Debtors under the APA Agreement, as well as any other approved and prevailing
stipulation binding the Debtors./6/

               c.   Section 1123(a)(6) - Prohibition Against the Issuance of
                    Nonvoting Equity Securities.

          The Plan does not contemplate the issuance of nonvoting equity
securities.

               d.   Section 1123(a)(7) - Selection of Directors and Officers in
                    a Manner Consistent with the Interests of Creditors and
                    Equity Security Holders and Public Policy.

          Article V.B. of the Plan provides for the creation of a Liquidating
Trust governed by a Trust Agreement as set forth in attached Exhibit B,/7/
selection of a Trustee of the Liquidating Trust and the selection of the
directors of the Liquidating Trust Board. The Official Unsecured

- ----------
/6/ Such stipulations include those with Cisco and Sunrise.
/7/ The Joint Plan, with technical corrections is attached hereto as Exhibit B.
The Trust Agreement is attached to the Plan as Exhibit 1.

PAGE 5



Creditors Committee (the "Committee") have identified the Trustee as Dan B. Lain
and Lain, Faulkner & Co., P.C. firm, and the initial Liquidating Trust Board
members./8/

               e.   Section 1123(b)(1)-(2) - Impairment of Claims and Interests
                    and Assumption, Assumption and Assignment, or Rejection of
                    Executory Contracts and Unexpired Leases.

          In accordance with section 1123(b)(1) of the Bankruptcy Code, Article
IV of the Plan impairs or leaves unimpaired, as the case may be, each Class of
Claims and Interests. In accordance with section 1123(b)(2) of the Bankruptcy
Code, Article VI of the Plan provides for the assumption, assumption and
assignment, or rejection of executory contracts and unexpired leases that have
not been previously assumed, assumed and assigned, or rejected pursuant to
section 365 of the Bankruptcy Code and appropriate authorizing orders of this
Bankruptcy Court.

               f.   Section 1123(b)(3) - Retention, Enforcement, and Settlement
                    of Claims Held by Debtor.

          Article V of the Plan provides that upon the Effective Date, the
Liquidating Trust will retain and may enforce any unassigned claims, demands,
rights, and causes of action that the Debtors or their Estates may hold against
any entity. All claims and causes of action of the Debtors not resolved,
assigned or abandoned by the Debtors and/or the Committee prior to the Effective
Date of the Plan (collectively, the "Debtor Actions") shall be transferred to
the Trust, and the Trustee shall have the right, duty and standing to prosecute
such claims and causes of action or to assert such claims and causes of action
as counterclaims against Claimants. All Debtor Actions are hereby preserved for
the benefit of the Liquidating Trust. Upon and after the Effective Date, all
Debtor Action recoveries shall be the property of the Liquidating Trust.
Prosecution and settlement of the Debtor Actions shall be the exclusive
responsibility of the

- ----------
/8/ Pursuant to the Technical Corrections Motion, Focal Communications is
conditionally added as an additional

PAGE 6



Liquidating Trustee who may pursue the Debtor Actions in the name of the
Debtors, or in the name of the Committee, as the case may be. The Liquidating
Trust shall have sole and absolute discretion over whether to prosecute such
causes of action. To the extent permitted by law, all rights under (S) 363(h) of
the Bankruptcy Code are also preserved for the benefit of the holders of Allowed
Unsecured Claims in Classes 3 and 4 for use in the disposition of jointly-owned
Property, if any. All such rights shall remain with the Liquidating Trust after
the Effective Date. Failure of the Debtors and/ or the Committee to prosecute
any and all Debtor Actions shall not prejudice the rights, if any, of its
successors in interest thereto to commence or continue such Debtor Actions. The
Liquidating Trust may pursue such retained claims, demands, rights, or causes of
action, as it deems appropriate.

          Under the Plan and the Asset Purchase Agreement, the Purchased Assets,
which constitute substantially all of the Debtors' assets, excluding the
Excluded Assets and the Debtor Actions, were sold, transferred and assigned to
Transcom Communications, Inc., the Purchaser, free and clear of all liens,
claims and encumbrances.

               g.   Section 1123(b)(5) - Modification of the Rights of Holders
                    of Claims.

          The Plan modifies, or leaves unaffected, as the case may be, the
rights of holders of Claims in each Class.

               h.   Section 1123(b)(6) - Other Provisions Not Inconsistent with
                    Applicable Provisions of the Bankruptcy Code.

          The Plan includes additional appropriate provisions that are not
inconsistent with applicable provisions of the Bankruptcy Code, including: (i)
the provisions of Article V of the Plan regarding the means for implementing the
Plan; (ii) the provisions of Article VI of the Plan

- ----------
Liquidating Trust Board member.

PAGE 7



governing the assumption, assumption and assignment, or rejection of executory
contracts and unexpired leases; (iii) the provisions of Article VII of the Plan
governing distributions on account of Allowed Claims particularly as to the
timing and calculation of amounts to be distributed; (iv) the provisions of
Article VIII of the Plan establishing procedures for resolving Disputed Claims
and making distributions on account of such Disputed Claims once resolved; (v)
the provisions of Article XI of the Plan regarding the discharge of Claims; (vi)
the provisions of Article XII of the Plan regarding retention of jurisdiction by
the Bankruptcy Court over certain matters subsequent to the Effective Date; and
(vii) the provisions of Article XIII of the Plan providing for, among other
things, modification and revocation of the Plan and the severability of
provisions of the Plan.

               i.   Section 1123(d) - Cure of Defaults.

     The Plan constitutes a motion by the Debtors, which is hereby approved and
authorized, pursuant to (S) 365 of the Bankruptcy Code, to reject any and all
Executory Contracts/9/ of the Debtors, except those which: (i) before the
Confirmation Date, have been assumed (or previously assumed and assigned to
other parties under prior orders of this Court) by separate Order of the Court;
or (ii) on the Confirmation Date are the subject of a pending motion to assume
(or to assume and assign), filed by the Debtors prior to the Confirmation Date
which motion is thereafter granted by the Court; or (iii) are listed on the
Exhibit A list attached to this Order,/10/ of the Contracts and Leases to be
assumed by the Debtors and assigned to the Purchaser. Any

- ----------
/9/ In addition to other rejected Executory Contracts, the Sunrise Leases, as
defined in the "Term Sheet" agreement, attached to docket entry 335 in this case
that was approved by Order entered April 8, 2003 and docketed as entry 352 are
rejected. Nothing in the Plan or this Confirmation Order modifies or limits the
rights of Sunrise to assert claim(s) for rejection damages, including for
equipment not returned, and nothing herein limits the rights and defenses of the
Debtors and/or the Liquidating Trust regarding same.
/10/ Exhibit A to the Sale Order contains a listing of the cure amounts for each
assumed contract or lease, and a copy of the same Exhibit A is attached to and
incorporated in this Order.

PAGE 8



deposits relating to Executory Contracts that are assumed and assigned shall be
and are hereby assigned to the Purchaser. The Plan constitutes a motion by the
Debtors, pursuant to (S) 365 of the Bankruptcy Code, for the Debtors to assume
and assign certain executory contracts and the Purchaser shall pay any cure
amounts for the specifically assumed and assigned Executory Contracts and leases
described in attached Exhibit A. Article VI of the Plan provides for the
satisfaction of cure payments associated with each executory contract and
unexpired lease to be assumed and assigned pursuant to the Plan in accordance
with section 365(b)(1) of the Bankruptcy Code, with all such cure payments to be
paid by the Purchaser. The Debtors and the Purchaser are deemed to have given
adequate assurance of future performance of all such assumed and assigned
contracts and leases.

          2.   Section 1129(a)(2) - Compliance with Applicable Provisions of the
               Bankruptcy Code.

          The Debtors have complied with all applicable provisions of the
Bankruptcy Code, as required by section 1129(a)(2) of the Bankruptcy Code,
including section 1125 of the Bankruptcy Code and Bankruptcy Rules 3017 and
3018. The Disclosure Statement and the procedures by which the ballots for
acceptance or rejection of the Plan were solicited and tabulated were fair,
properly conducted, and in accordance with sections 1125 and 1126 of the
Bankruptcy Code, Bankruptcy Rules 3017 and 3018, and the Disclosure Statement
Order. The Debtors and their directors, officers, employees, agents, and
professionals have acted in "good faith," within the meaning of section 1125(e)
of the Bankruptcy Code.

          3. Section 1129(a)(3) - Proposal of the Plan in Good Faith.

          The Debtors proposed their joint Plan in good faith and not by any
means forbidden by law. In determining that the Plan has been proposed in good
faith, the Bankruptcy

PAGE 9



Court has examined the totality of the circumstances surrounding the formulation
of the Plan. Based on the uncontroverted evidence presented at the Confirmation
Hearing, the Bankruptcy Court finds and concludes that the Plan has been
proposed with the legitimate and honest purpose of reorganizing the business
affairs of the Debtors and maximizing the returns available to the Claimants of
the Debtors. Moreover, the Plan itself and the arms' length negotiations among
the Debtors, the Committee, and other creditors leading to the Plan's
formulation, as well as the overwhelming support of Claimants for the Plan,
provide independent evidence of Debtors' good faith in proposing the Plan.

          4.   Section 1129(a)(4) - Bankruptcy Court Approval of Certain
               Payments as Reasonable.

          a. Article V.B. of the Plan provides that Requests for the payment of
Administrative Claims must be filed with the Bankruptcy Court and served on the
Trustee no later than the Administrative Claims Bar Date./11/ Applications by
Professionals for the payment of Fee Claims must be filed with the Bankruptcy
Court and served in accordance with Fee Procedure Order no later than the
Administrative Claims Bar Date./12/ Failure to file such requests or
applications prior to the Administrative Claims Bar Date shall forever bar the
recovery of such Claims against the Debtors, the Trustee, the Trust, or the
Assets. Upon and after the Effective Date, all professionals hired by the
Trustee, and all professionals seeking reimbursement of fees and expenses from
the Liquidating Trust, shall follow the fee guidelines of the Northern District
of Texas as they have been implemented during the pendency of these Bankruptcy
Cases

- ----------
/11/ The Debtors have testified that $344,860.54 was paid at Closing for the
previously approved employee stay put bonuses, and that $440,000 has been made
available at Closing to pay the Cisco administrative claim within 72 hours of
Closing. There are fee payments to Debtor's counsel and Committee counsel that
are also reported due in the ordinary course, and the Debtors and/or the
Liquidating Trust are authorized to pay such unobjectionable amounts as they
come due.
/12/ The Administrative Claims Bar Date is sixty (60) days after the Effective
Date.

PAGE 10



(payment of 80% of fees and 100% of expenses upon expiration of fifteen days
without objection after the mailing of such fee statements to the Liquidating
Trust Board and the Trustee). All such professionals shall file fee applications
with the Bankruptcy Court to be noticed for hearing to all parties on the Master
Service List filed by the Debtors on or after May 23, 2003, and other than as
permitted herein, the Trustee shall not be entitled to pay such expenses without
approval by the Bankruptcy Court. In connection with the foregoing, Article XII
of the Plan provides that the Bankruptcy Court will retain jurisdiction after
the Effective Date to hear and determine all requests for compensation or
reimbursement of expenses for professionals.

          5. Section 1129(a)(5) Disclosure of Identity of Proposed Management,
Compensation of Insiders, and Consistency of Management Proposals with the
Interests of Creditors and Public Policy.

          On the Effective Date, the Liquidating Trust Board (the "Trust Board")
shall be established that shall consist of the members of the Creditors'
Committee who wish to serve on the Board along with a representative of Focal
Communications but only if Focal has a claim on the Effective Date. The Trust
Board operating by the majority vote shall have the power to direct the
activities of the Trustee. In particular, and not by way of limitation, the
Trust Board shall have the power to (a) review and approve the payment of all
professional fees and expenses prior to payment thereof by the Trustee, and (b)
review and approve any settlements proposed by the Trustee involving litigation
claims which seek recovery in excess of $25,000. The Trust Board may operate
with as few as two (2) members. In the event that two (2) members of the
Creditors' Committee are unable or unwilling to serve as members of the Trust
Board, then the Trustee may appoint any replacements for such members, first
from the list of any alternate designees filed

PAGE 11



with and approved by the Bankruptcy Court. The appointment of the proposed
directors and Trustee is consistent with the interests of holders of Claims and
public policy.

          6. Section 1129(a)(6) - Approval of Rate Changes.

          As a result of the Sale and the Confirmation the Debtors business
operations have ceased and hence the provisions of section 1129(a)(6) are not
applicable in these cases.

          7. Section 1129(a)(7) - Best Interests of Holders of Claims and
Interests.

          With respect to each impaired Class of Claims or Interests, each
holder of a Claim or Interest in such impaired Class has accepted the Plan or,
as demonstrated by the liquidation analysis and other evidence presented at the
Confirmation Hearing, will receive or retain under the Plan on account of such
Claim or Interest property of a value, as of the Effective Date, that is not
less than the amount such holder would receive or retain if the Debtors were
liquidated on the Effective Date under Chapter 7 of the Bankruptcy Code.

          8. Section 1129(a)(8) - Acceptance of the Plan by Each Impaired Class.

          Pursuant to sections 1124 and 1126 of the Bankruptcy Code: (a) as
indicated in Article III of the Plan, Class 1 is unimpaired and is deemed to
have accepted the Plan; and (b) as indicated in the Voting Declaration, all
other impaired Classes of Claims have accepted or have been deemed to have
accepted the Plan./13/ To the extent that such requirement has not been met, the
Debtors have asked for confirmation of the Plan pursuant to section 1129(b) of
the Bankruptcy Code as fair and equitable with respect to each class.

          9. Section 1129(a)(9) - Treatment of Claims Entitled to Priority
Pursuant to Section 507(a) of the Bankruptcy Code.

PAGE 12



     The Plan provides for the treatment of Allowed Administrative Claims,
Allowed Priority Tax Claims, and Allowed Priority Claims in the manner required
by section 1129(a)(9) of the Bankruptcy Code. Allowed Administrative Claims, to
the extent not previously paid during the Cases, shall be either (1) paid in
full, in Cash, on or after the Effective Date by the Purchaser pursuant to the
Liabilities Assumption Agreement (or on the Allowance Date with respect to
Disputed Claims), or (2) paid in full, in Cash, on or after the Effective Date
by the Liquidating Trust as to those Allowed Administrative Claims not expressly
assumed by the Purchaser pursuant to the Liabilities Assumption Agreement (or on
the Allowance Date with respect to Disputed Claims), or (3) they shall be paid
by the Liquidating Trust in the ordinary course. Any trade or other payables
that are current obligations shall be paid in full, in cash, in the ordinary
course of business or, to the extent not paid on or before the Confirmation
Date, assumed by the Purchaser and paid in the ordinary course of business. Upon
the Effective Date, the Purchaser will pay all amounts necessary to cure the
defaults of any Executory Contracts assumed by the Debtors and assigned to the
Purchaser. Allowed Priority Claims (1) will be paid in full, in Cash, on the
Effective Date, or upon Allowance, by the Liquidating Trust (or by the
Liquidating Trust on the Allowance Date with respect to Disputed Claims), or (2)
will receive such other treatment as may be agreed to in writing by such
Claimant and the Liquidating Trust, or (3) will be assumed by the Purchaser and
paid in the ordinary course of business. Unless paid upon the Effective Date, or
in some manner otherwise agreed to, the Class 1 Priority Tax Claims shall be
assumed and paid by the Liquidating Trust once the Claim is Allowed. The
statutory liens, if any, held by taxing authorities to secure Allowed Priority
Tax Claims shall continue in full force

- ----------
/13/ There were no votes cast in the Zydeco unsecured class 4C. The Debtor
believes that the vote should be considered in favor of the Plan. In any event,
the Court can approve the Plan under the section 1129 Cram Down

PAGE 13



and effect and shall not be deemed released or discharged by Confirmation. All
Class 1 Claimants are hereby enjoined and prohibited from initiating any
applicable "responsible person" claims against former or current officers,
directors or employees of the Debtors, the Liquidating Trust, or the Purchaser,
except as further set forth herein.

          10. Section 1129(a)(10) - Acceptance By at Least One Impaired Class.

          As indicated in the Voting Declaration and as reflected in the record
of the Confirmation Hearing, at least one Class of Claims or Interests that is
impaired under the Plan has accepted the Plan, determined without including any
acceptance of the Plan by any insider.

          11. Section 1129(a)(11) - Feasibility of the Plan.

          This is a liquidating plan. The Sale to Transcom of substantially all
of the Debtors' assets Closed on May 30, 2003, and the Debtors hold cash and
Notes/14/ sufficient to pay all currently due remaining obligations of the
Debtors (and/or Liquidating Trust), as well as to have sufficient funds to make
a distribution to unsecured creditors. Since each Note obligation has a
corresponding perfected secured interest in collateral of the Debtors, the
Liquidating Trust has sufficient means to enforce payment of the Notes by the
Purchaser should the Purchaser hereafter default. Therefore, although the VoIP
business is highly competitive, and although it is impossible to predict with
certainty the future profitability of the VoIP industry, even if the Purchaser
subsequently defaults in payment of the Notes, the Plan is feasible and
Confirmation is not likely to be followed by the inability of the Liquidating
Trust to meet its obligations under the Plan.

- ----------
provisions.
/14/ At Closing, the Debtors received allocated and unallocated cash in the sum
of $2,460,914.81, plus the Transcom offsetting Note, a secured promissory Note
in the original principal balance of $1.5 million, payable in 7 equal

PAGE 14



          12. Section 1129(a)(12) - Payment of Bankruptcy Fees.

          The Plan provides that, on or after the Effective Date, the
Liquidating Trust shall timely pay all fees to the United States Trustee
pursuant to 28 U.S.C. (S) 1930(a) when they become due.

          13. Section 1129(a)(13) - Retiree Benefits.

          The Debtor's SIMPLE 401(k) Plan (the "401(k) Plan") shall be
discontinued on or after the Effective Date, and all 401(k) Plan beneficiaries
shall take possession of their individual 401(k) Plan accounts. The current
401(k) Plan administrator, Carolyn Malone, is hereby authorized to, and shall,
take all necessary steps to terminate the 401(k) Plan on or after the Effective
Date. Neither the Debtors, nor the Liquidating Trust, shall have any liability
for the 401(k) Plan.

          14. Bankruptcy Rule 3016(b).

          The Plan and modifications are dated and identify the party submitting
the Plan and modifications. The Technical Corrections to the Plan are hereby
approved in all respects and are incorporated into the Plan for all purposes.

          15. Section 1129(d) - Purpose of Plan.

          The primary purpose of the Plan is not the avoidance of taxes or
avoidance of the requirements of Section 5 of the Securities Act, and there has
been no objection filed by any governmental unit asserting such avoidance.

- ----------
monthly payments at 10% interest, a secured Liabilities Assumption Agreement in
which all administrative claims other than for Professional Fees are assumed by
the Purchaser, and an unsecured Focal Claim Note for $200,000.

PAGE 15



          16. Releases

          All releases of Claims and causes of action against non-debtor persons
or entities that are embodied within the Plan are fair, equitable, and in the
best interests of the Debtors and their estates.

          17. Satisfaction Of Conditions To Confirmation.

          Each of the conditions precedent to the entry of this Confirmation
Order has been satisfied.

          18. Modifications To The Plan.

          The Debtors have filed its Technical Corrections Motion containing
modifications to the Plan (the "Modifications"), which Modifications do not
constitute a material alteration of the Plan.

II. CONCLUSIONS OF LAW.

     A.   JURISDICTION AND VENUE.

          The Bankruptcy Court has jurisdiction over this matter pursuant to 28
U.S.C. (S)(S) 157 and 1134. This is a core proceeding pursuant to 28 U.S.C. (S)
157(b)(2). The Debtors were, and are, qualified to be debtors under section 109
of the Bankruptcy Code. Venue of Debtors' cases in the United States Bankruptcy
Court for the Northern District of Texas, Dallas Division, was proper as of the
Petition Date, pursuant to 28 U.S.C. (S) 1408, and continues to be proper.

     B.   MODIFICATIONS OF THE PLAN.

          The notice provided by Debtors of the Modifications was adequate and
appropriate under the circumstances and, accordingly, shall be, and hereby is,
approved. The Modifications: (1) comply in all respects with section 1127 of the
Bankruptcy Code, Bankruptcy Rule 3019, and all other provisions of the
Bankruptcy Code; and (2) do not adversely change the

PAGE 16



treatment under the Plan of any Claims or Interests. In light of the technical
and immaterial nature of each of the Modifications, no additional disclosure
under section 1125 of the Bankruptcy Code is required with respect to the
Modifications. Accordingly, pursuant to section 1127 of the Bankruptcy Code and
Bankruptcy Rule 3019, all holders of Claims and Interests that have accepted or
are conclusively presumed to have accepted the Plan, are deemed to have accepted
the Modifications and the Plan.

     C.   EXEMPTION FROM SECURITIES LAWS.

          Pursuant to section 1125(e) of the Bankruptcy Code, the Debtors'
transmittal of the Plan solicitation packages and its solicitation of
acceptances of the Plan is not governed by nor subject to, any otherwise
applicable law, rule, or regulation governing the offer, issuance, sale, or
purchase of securities. Accordingly, the Debtors, the Reorganized Debtors, the
Committee, and their respective directors, officers, employees, agents, and
professionals (acting in such capacity) are entitled to the protection of
section 1125(e) of the Bankruptcy Code.

     D.   EXEMPTION FROM TAXATION.

          All transfers contemplated herein, whether by the Purchaser Transcom,
or by the Liquidating Trust, shall be free and clear of any and all transfer
taxes from which the transfer of property is exempt pursuant to section 1146(c)
of the Bankruptcy Code. Pursuant to section 1146(c) of the Bankruptcy Code, all
filing officers (including without limitation those state, county, city, parish
and local authorities of Texas, or any of the United States) are directed to
accept for recording or filing, and to record or file, any documents which are
intended to be recorded or filed and which are presented to them for recording
or filing immediately upon presentation thereof, and such filing or recordation
of any of such documents are exempt from, and shall not be taxed under, any
state or local law imposing a recording tax, stamp tax, transfer

PAGE 17



tax, sales tax, or similar tax. Pursuant to the Plan, the Transcom Purchaser and
the Liquidating Trust is empowered to execute, and all state, county, city,
parish and local authorities of the United States, including without limitation
those of Texas, are authorized and directed to accept for filing, and to record,
any and all appropriate and necessary documentation, including a certified copy
of the Plan and the Confirmation Order, to evidence the sale, transfer,
assumption, assignment, rejection, cancellation, termination, release or
discharge of any and all property interests contemplated herein. Pursuant to
section 1146(c) of the Bankruptcy Code: (1) the creation or transfer of any
mortgage, deed of trust, or other security interest; (2) the making or
assignment of any lease or sublease; (3) or the making or delivery of any deed
or other instrument of transfer under, in furtherance of or in connection with
the Plan, including any agreements or consolidation, deeds, bills of sale,
assignments, assumptions, or delegations of any asset, property, right,
liability, duty, or obligation; or (4) the making or delivery of any instruments
of transfer executed in connection with any foregoing, shall not be subject to
any stamp tax, sales tax, real estate transfer tax, or similar tax and the
appropriate state or local government officials or agents shall be, and hereby
are, directed to forego the collection of any such tax or governmental
assessment and to accept for filing and recordation any of the foregoing
instruments or other documents without the payment of any such tax or
governmental assessment.

     E.   COMPLIANCE WITH CRAMDOWN PROVISIONS OF SECTION 1129(b) OF THE
          BANKRUPTCY CODE.

          As set forth in Section I.B of this Confirmation Order, the Plan
complies in all respects with the applicable requirements of section 1129 of the
Bankruptcy Code. However, to the extent that the Debtors have failed to comply
with the requirements of section 1129 (a)(8),

PAGE 18



the Debtors have otherwise complied with all other provisions of section 1129,
and the Debtors have asked for confirmation of the Plan under the so-called
cramdown provisions of section 1129(b). Cramdown of the Plan is appropriate
since the Plan does not discriminate unfairly, and the Plan is fair and
equitable with respect to each class of claims or interests.

          Specifically, as to secured claimants, the Debtors have demonstrated
compliance with section 1129(b)(2)(A) in that the Debtors have sufficient cash
on hand to pay the allowed amount of the Barton claim and other secured
claimants as of the Effective Date of the Plan. Secured Claimant Terrell has
agreed to his treatment under the Plan. In addition, Transcom's secured claim
has been resolved by the Transcom offsetting Note obligation and related
Subordination Agreement.

          As to unsecured claimants, the Debtors have demonstrated compliance
with section 1129(b)(2)(B)(ii) in that no junior class will receive any
disbursement under the Plan since all equity interests are cancelled under the
Plan.

          The Debtors have also demonstrated compliance with section
1129(b)(2)(C)(ii) in that no junior class of interest holders will receive any
disbursement under the Plan since all equity interests are cancelled under the
Plan.

          Finally, it appears that virtually all creditors have voted in favor
of the Plan and believe that the Plan will provide them a better distribution
than would otherwise be available should the Plan not be confirmed. Therefore,
the debtors have met, and the Court hereby accepts confirmation of the Plan
under the Cram down provisions of section 1129(b) of the Bankruptcy Code.

PAGE 19



     F.   AGREEMENTS AND OTHER DOCUMENTS.

          The Debtors have disclosed all material facts regarding the sale of
assets to the Purchaser. Nothing herein shall modify the terms of those certain
stipulations by and between the Debtors, Cisco and Sunrise.

III. ORDER.

     ACCORDINGLY, IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT:

     A.   CONFIRMATION OF THE PLAN.

          The Plan and each of its provisions shall be, and hereby is, confirmed
in each and every respect pursuant to section 1129 of the Bankruptcy Code;
provided, however, that if there is any direct conflict between the terms of the
Plan and the terms of this Confirmation Order, the terms of this Confirmation
Order shall control. All of the Objections and other responses to, and
statements and comments regarding, the Plan, other than those withdrawn with
prejudice in their entirety prior to, or on the record at, the Confirmation
Hearing, shall be, and hereby are, overruled.

     B.   EFFECTS OF CONFIRMATION.

          1.   Immediate Effectiveness; Successors and Assigns.

          Pursuant to Bankruptcy Rule 3020(e), and notwithstanding any otherwise
applicable law, immediately upon the entry of this Confirmation Order, the terms
of the Plan and this Confirmation Order shall be, and hereby are, deemed binding
upon the Debtors, any and all holders of Claims or Interests (irrespective of
whether such Claims or Interests are impaired under the Plan or whether the
holders of such Claims or Interests accepted, rejected, or are deemed to have
accepted or rejected the Plan), any and all non-debtor parties to executory

PAGE 20



contracts and unexpired leases and any and all entities who are parties to or
are subject to the settlements, compromises, releases, discharges, and
injunctions described herein above and the respective heirs, executors,
administrators, successors, or assigns, if any, of any of the foregoing.

          2.   Vesting of Assets.

          Title to the Property, real or personal, of the Debtors or the
Debtors' Estates, including the Cash and Notes derived from the Sale to the
Purchaser, and the Debtor Actions, shall vest in the Liquidating Trust on the
Effective Date of this Plan as provided in the Plan.

          3.   Cancellation of Debtor's Common Stock.

          On the Effective Date, the Common Stock of Debtors and all warrants to
purchase such stock shall be canceled and have no further force and effect
without any further action on the part of Debtors or the Liquidating Trust./15/

          4.   Release of Liens.

          On the Effective Date, except as otherwise provided in this
Confirmation Order or the Plan, as to the ad valorem tax lien claimants pursuant
to applicable state law, all mortgages, deeds of trust, liens, or other security
interests against the property of the Estate, or against property that is
collateral for any obligation of Debtors, shall be fully released and
discharged, and all of the rights, titles, and interests of any holder of such
mortgages, deeds of trust, liens, or other security interests shall revert to
the Liquidating Trust.

     C.   CLAIMS BAR DATES.

          1.   Bar Dates for Administrative Claims.

               a.   General Bar Date Provisions.

- ----------
/15/ To the extent necessary, the Liquidating Trust is hereby empowered to file
with any governmental agencies such filings as may be required under any
securities law.

PAGE 21



          Except as otherwise provided in Section III.C.l.b below, unless
previously filed, requests for payment of Administrative Claims must be filed
and served on the Debtors counsel, and the Liquidating Trust, pursuant to the
procedures specified in the Confirmation Notice (as defined below), no later
than 60 days after the Effective Date. Holders of Administrative Claims that are
required to file and serve a request for payment of such Claims and that do not
file and serve a request by the applicable bar date shall be forever barred from
asserting such Claims against the Debtors, or the Liquidating Trust or their
respective property and such Claims shall be deemed discharged as of the
Effective Date. Objections to such requests must be filed and served on the
Debtors counsel, the Liquidating Trust, no later than 20 days after the filing
of the applicable request for payment of Administrative Claims.

               b. Ordinary Course Liabilities.

          Holders of Administrative Claims based on liabilities incurred by the
Debtors in the ordinary course of their business shall not be required to file
or serve any request for payment of such Claims. The Purchaser shall satisfy
such claims.

          2. Bar Date for Rejection Damages Claims.

          If the rejection of an executory contract or unexpired lease pursuant
to the Plan gives rise to a Claim by the other party or parties to such contract
or lease, such Claim shall be forever barred and shall not be enforceable
against Debtors, or the Liquidating Trust, unless a proof of Claim is filed and
served on the Liquidating Trust and its counsel pursuant to the procedures
specified in the Plan and the Confirmation Notice or another order of this
Bankruptcy Court, no later than 30 days after the service of the Confirmation
Notice.

          3. Payment.

PAGE 22



     On the Effective Date, all remaining Cash placed at the law firm of Hughes
& Luce, LLP as a result of the Sale to the Purchaser shall be delivered by wire
transfer to the account of the Liquidating Trust./16/

          A. Payment of Allowed Priority Claims and Professional Fees Due in the
     Ordinary Course

     On and after the Effective Date, the Liquidating Trust shall cause all
Allowed Priority Claims to be paid in accordance with the Plan. To the extent
that any request for payment of professional fees has otherwise been noticed in
accordance with the guidelines for such fee payments, and such payments were
noticed prior to Confirmation but did not come due until after Closing of the
Sale to the Purchaser, the Liquidating Trust shall make such payments to such
professionals in the ordinary course.

          B. Payment of United States Trustee Fees

     Upon and after the Effective Date, the Liquidating Trust shall timely pay
all fees due to the United States Trustee pursuant to 28 U.S.C. (S) 1930(a).

          C. Cash Collateral.

     Notwithstanding the Confirmation of the Plan, the Debtors shall abide by
any required terms of any Cash Collateral Order in effect on the Confirmation
Date until the Effective Date. Upon the Effective Date, the Cash Collateral
Orders entered in these cases affecting such secured Creditors shall become null
and void, however, the Committee shall retain all objections to claims and any
rights to object to Claims that were in place as of the Confirmation, and all
such rights and claims shall be transferred to the Liquidating Trust.

- ----------
/16/ Of the $2,460,914.81 delivered to H&L, $400,000.00 was wired to Cisco on
June 2, 2003, and the Debtors are authorized to pay from the remaining funds the
fee invoices of the Committee and Debtor counsel which the Debtors.

PAGE 23



          D. Plan Confirmation Closing

     One or more Closings shall be conducted in the offices of Hughes & Luce,
L.L.P., at 10:00 a.m. on that business day selected by the Debtors and the
Liquidating Trustee on or after the Confirmation for consummation of some or all
of the transactions contemplated by the Plan (the "Closing Date"). All
references in the Plan to a Closing Date shall refer to the Closing Date
designated for the transaction involved, and all such Closings are referred to
herein collectively as the "Closing."

          E. Debtors' Obligations at Closing on the Effective Date.

     The following shall occur at the Closing on the Effective Date:

     1. Cancellation of Stock. All Interests in the Debtors shall be canceled.

     2. Establishment of the Liquidating Trust. The Debtors shall take all
actions and execute and deliver any and all documents or other instruments as
may be reasonably necessary to cause the creation of the Liquidating Trust,
including, without limitation, execution of the Trust Agreement attached hereto
as Exhibit B.

     3. Transfer of the Sale Cash and Notes. The Debtors shall transfer, execute
and deliver to the Liquidating Trust (a) the remaining Cash held at Hughes &
Luce, L.L.P., (b) the Notes and all other Sale documents, including assignment
of liens, and (c) the Debtors shall take all other actions and execute and
deliver any and all other documents or other instruments as may be reasonably
necessary or appropriate to effectuate the provisions or purposes of the Plan.
Upon completion of the above-referenced transfers, the Liquidating Trust shall
succeed to all of the rights and obligations of the Debtors under the Sale by
and between the Debtors and Transcom, and any other prevailing order or
stipulation between the Debtors and any other party.

- ----------
testified came due, without objection, in the ordinary course on June 2, 2003.

PAGE 24



          F. Closing Documentation.

     The Debtors shall prepare all documentation to be executed in connection
with the Plan and/or the Closing, subject to approval, if requested, of the
Court. Michael G. Donohoe is designated as the person with authority to sign all
documents and agreements necessary to consummate the Plan on behalf of the
Debtors.

          G. Administration of the Debtors. Upon the Effective Date (a) the
operations and business affairs of the Debtors will be administered by the
Liquidating Trust and the Liquidating Trustee shall have authority to take any
action and execute any document on behalf of the Debtors, including those which
would otherwise be executed by the officers or directors of the Debtors, (b)
Hughes & Luce, L.L.P., the counsel for the Debtors, shall no longer be employed
by the Debtors and Hughes & Luce, L.L.P. shall have no further duties or
obligations to the Debtors (and none to the Liquidating Trust unless such
Liquidating Trust subsequently engages the services of Debtor's counsel) other
than to file and review fee applications of professionals (but only as to fees
incurred prior to the Effective Date), (c) the Creditors Committee shall be
dissolved, (d) counsel for the Committee, Michelle Shriro, shall become counsel
for the Liquidating Trust, (e) except as to their obligations to cooperate with
the Liquidating Trust pursuant to terms of the Employee Stay Put Order, the
officers and the directors of the Debtors shall be deemed to have resigned
effective as of the Effective Date, (f) the Neutral Expert shall be deemed to
have concluded his duties to the Debtors.

          H. Notices and Reports. Whenever the Liquidating Trustee or other
party is obligated to give notice, file pleadings or to submit reports or other
information relating to the Cases, the Liquidating Trustee shall provide a copy
by mail to all Persons listed on the Master Service List for the Cases as of the
date of Confirmation.

PAGE 25



          I. Preservation of the Debtors' Affirmative Claims.

     Except as otherwise provided in the Plan, the allowance of any pre-petition
Claim, the resolution of any Disputed Claim, or the payment of such Claims shall
not, absent an express contrary ruling by the Court, operate as a bar, by
application of the principles of res judicata or collateral estoppel, to the
recovery of pre-petition Claims or the exercise of any right of setoff held by
the Debtors, succeeded to by the Liquidating Trustee, with respect to the Claims
held by the affected Claimants. To the extent such right of offset is not
resolved in the Claim objection process, any affected Claimant (and the
Liquidating Trustee, in the shoes of the Debtors) shall retain its right of
offset of mutual claims as provided in section 553 of the Bankruptcy Code.

          J. Releases

     Except as otherwise provided in the Plan and this Confirmation Order, or
except as to acts or omissions which are the result of fraud, gross negligence,
or willful misconduct or willful violation of federal or state securities laws
or the Internal Revenue Code, any consideration distributed under the Plan to
creditors shall be in full exchange for and in complete satisfaction, discharge
and release of all Claims, Liens, encumbrances, causes of action, demands, and
lawsuits of any Creditor or Interest Holder against the Debtors, or their
post-petition officers, directors, employees, agents or attorneys (other than
those persons who were insiders of Transcom prior to the Closing of the Sale of
substantially all of the Debtors assets) and such Claims and Liens are deemed to
be extinguished, released, compromised, settled, and discharged, and shall not
be asserted or pursued in any manner against the Debtors, or the Liquidating
Trust (except for those liabilities expressly retained or assumed by the
Liquidating Trust), or their post-petition officers, directors, employees,
agents or attorneys (other than those persons who were insiders of Transcom
prior to the Closing of the Sale of substantially all of the Debtors assets)

PAGE 26



after the Effective Date of the Plan. Subject to Sections 524 and 1141 of the
Bankruptcy Code, the releases described herein shall not preclude police,
federal, tax, or regulatory agencies from fulfilling their statutory duties. On
the Effective Date, all parties receiving and providing releases herein shall
execute a general release, provided that failure to execute such general release
shall in no way limit or affect the release granted hereunder, provided,
however, that nothing in this paragraph shall effect or release any rights of
Verizon. Except as otherwise provided, all injunctions or stays provided for in
the Cases pursuant to (S)(S) 105 or 362 of the Bankruptcy Code or otherwise
existing on the Confirmation Date shall remain in full force and effect to the
extent allowed by the Bankruptcy Code and applicable law.

          K. Substantial Consummation. The substantial consummation of the Plan,
within the meaning of section 1127 of the Bankruptcy Code, shall be, and hereby
is, deemed to occur on the Effective Date.

          L. Final Order.

     This is a final Order and is effective immediately upon entry, and this
Court hereby authorizes the transactions contemplated hereunder to close
immediately, thereby waiving the requirements of Bankruptcy Rule 6004(g).

          M. Resolution Of Objections.

     Debtors have resolved each of the objections to the Plan through one or
more of the Technical Corrections to the Plan, and each such resolution shall
be, and hereby is, approved:

          N. Notice Of Entry Of Confirmation Order.

     Pursuant to Bankruptcy Rules 2002(f)(7) and 3020(c), the Liquidating Trust
shall be, and hereby is, directed to serve a notice of the entry of this
Confirmation Order and the

PAGE 27



establishment of Bar Dates for certain Administrative Claims and rejection
claims hereunder (the "Confirmation Notice"), on all parties that received
notice of the Confirmation Hearing, no later than 20 Business Days after the
Confirmation Date; provided, however, that the Liquidating Trust shall be
obligated to serve the Confirmation Notice only on the record holders of Claims
as of the Confirmation Date.

Dated: June 5, 2003


                                              /s/ Steven Felsenthal
                                              ----------------------------------
                                              UNITED STATES BANKRUPTCY JUDGE

PAGE 28



                       EXHIBIT A TO THE CONFIRMATION ORDER



- -------------------------------------------------------------------------------------------------------------------------
Non-Debtor Contract Party             Agreement Name/Description                                            Cure Amount
- -------------------------------------------------------------------------------------------------------------------------
                                                                                                      
Broadwing Communication               Master Service Agreement dated February 28, 2001 as                   $   60,000.00
Services, Inc.                        amended and supplemented; Settlement Agreement as approved by
                                      Bankruptcy Court Order dated January 28, 2003
- -------------------------------------------------------------------------------------------------------------------------
Campbell Road Village (Ippolito)      Gross Standard Shopping Center Lease dated May 19, 2000               $    1,455.17
- -------------------------------------------------------------------------------------------------------------------------
Dell Financial Services               Lease dated August 1, 2001                                            $   10,238.32
- -------------------------------------------------------------------------------------------------------------------------
Electronic Data Systems               Sublease Agreement September 27, 2002                                 $          --
Corporation (EDS)
- -------------------------------------------------------------------------------------------------------------------------
Gulfcoast Workstation Corp            Equipment Lease Agreement dated February 2, 2002                      $   20,000.00
- -------------------------------------------------------------------------------------------------------------------------
Illuminet, Inc.                       Connectivity Service Agreement dated October 4, 2000                  $   18,116.95
- -------------------------------------------------------------------------------------------------------------------------
IpVerse/Nexverse                      Software Licenses Agreement dated April 11, 2001                      $  746,144.25
- -------------------------------------------------------------------------------------------------------------------------
IX-2 Networks                         License Agreement for Use of Collocation Space dated March 28, 2000   $          --
- -------------------------------------------------------------------------------------------------------------------------
Looking Glass Networks                Looking Glass Service Agreement dated December 2001                   $    1,062.00
- -------------------------------------------------------------------------------------------------------------------------
OneStar Long Distance                 Wholesale Service Agreement dated November 12, 2002                   $          --
- -------------------------------------------------------------------------------------------------------------------------
Pae Tee Communications, Inc.          Wholesale Local Service Agreement dated July 2002                     $   27,289.38
- -------------------------------------------------------------------------------------------------------------------------
RiverRock Systems, Ltd.               Application Service Provider Agreement date May 1, 2001               $   86,029.48
- -------------------------------------------------------------------------------------------------------------------------
Sun Microsystems, Inc.                Sun Microsystems, Inc. Customer Agreement dated March 28, 2001        $   27,687.33
- -------------------------------------------------------------------------------------------------------------------------
The CIT Group                         Lease Agreement dated October 16, 2001                                $    1,076.50
- -------------------------------------------------------------------------------------------------------------------------
Focal Communications Corporation      Master Service Agreement dated June 14, 2001, as amended              As Agreed
- -------------------------------------------------------------------------------------------------------------------------
Transcom Communication Corporation    Master Service Agreement dated August 15, 2001, as supplemented       $1,192,229.61
- -------------------------------------------------------------------------------------------------------------------------
Barr Tel/ColoCentral                  Master Services Agreement                                             $          --
- -------------------------------------------------------------------------------------------------------------------------
C2C Fiber, Inc. n/k/a Capital         Master Services Agreement dated August 31, 2001                       $          --
Telecommunications, Inc.
- -------------------------------------------------------------------------------------------------------------------------


PAGE 29



                                                                                                      
Cytus Communication                   Master Services Agreement dated December 20, 2002                     $          --
- -------------------------------------------------------------------------------------------------------------------------
ePhone Telecom, Inc.                  Master Services Agreement dated April 3, 2002                         $          --
- -------------------------------------------------------------------------------------------------------------------------
Excel Telecommunications, Inc.        Master Services Agreement dated January 19, 2001                      $          --
- -------------------------------------------------------------------------------------------------------------------------
Florida Digital Network               Master Services Agreement dated September 7, 2001                     $          --
- -------------------------------------------------------------------------------------------------------------------------
Go-Comm, Inc.                         Master Services Agreement dated April 1, 2002                         $          --
- -------------------------------------------------------------------------------------------------------------------------
Grande Communications Networks,       Master Services Agreement dated April 13, 2001                        $          --
Inc.
- -------------------------------------------------------------------------------------------------------------------------
IDT Telecom LLC                       Master Services Agreement dated February 12, 2002                     $          --
- -------------------------------------------------------------------------------------------------------------------------
IONEX Telecommunications, Inc.        Master Services Agreement dated October 28, 2002                      $          --
- -------------------------------------------------------------------------------------------------------------------------
ITC DeltaCom Communications, Inc.     Master Services Agreement dated September 25, 2002                    $          --
- -------------------------------------------------------------------------------------------------------------------------
ITXC Corporation                      Master Services Agreement dated September 31, 2002                    $          --
- -------------------------------------------------------------------------------------------------------------------------
Linx Communications, Inc.             Master Services Agreement dated June 5, 2002                          $          --
- -------------------------------------------------------------------------------------------------------------------------
Macro Communications, Inc.            Master Services Agreement dated December 3, 2002                      $          --
- -------------------------------------------------------------------------------------------------------------------------
Novatel, Inc.                         Reciprocal Services Agreement dated January 18, 2002                  $          --
- -------------------------------------------------------------------------------------------------------------------------
Novolink Communications, Inc.         Reciprocal Services Agreement dated January 10, 2002                  $          --
- -------------------------------------------------------------------------------------------------------------------------
Orion Telecommunications              Master Services Agreement dated August 13, 2001                       $          --
Corporation
- -------------------------------------------------------------------------------------------------------------------------
TCAST Communications, Inc.            Master Services Agreement dated July 10, 2002                         $          --
- -------------------------------------------------------------------------------------------------------------------------
Telic Communications, Inc.            Master Services Agreement dated September 21, 2001                    $          --
- -------------------------------------------------------------------------------------------------------------------------
Transcom Communications, Inc.         Master Services Agreement dated February 16, 2001                     $          --
- -------------------------------------------------------------------------------------------------------------------------
TXU Communications Telecom            Master Services Agreement dated April 9, 2002                         $          --
Services Company
- -------------------------------------------------------------------------------------------------------------------------
Voice Exchange, Inc.                  Master Services Agreement dated May 2, 2002                           $          --
- -------------------------------------------------------------------------------------------------------------------------
Webtel Wireless, Inc.                 Master Services Agreement dated July 19, 2002                         $          --
- -------------------------------------------------------------------------------------------------------------------------



PAGE 30



                                                                                                      
WorldxChange Corporation              Master Services Agreement dated August 15, 2002                       $          --
- -------------------------------------------------------------------------------------------------------------------------
World Link Telecom, Inc.              Master Services Agreement dated October 9, 2002                       $          --
- -------------------------------------------------------------------------------------------------------------------------
XTEL                                  Master Services Agreement                                             $          --
- -------------------------------------------------------------------------------------------------------------------------
TRC Telecom, Inc.                     Master Services Agreement dated December 20, 2001                     $          --
- -------------------------------------------------------------------------------------------------------------------------
Capital Telecommunications, Inc.      Master Services Agreement dated March 19, 2001                        $          --
- -------------------------------------------------------------------------------------------------------------------------
SafeTel, Inc.                         Master Services Agreement dated June 27, 2002                         $          --
- -------------------------------------------------------------------------------------------------------------------------
CT Cube LP                            Master Services Agreement dated September 25, 2002                    $          --
- -------------------------------------------------------------------------------------------------------------------------
CGKC&H Rural Cellular #2              Master Services Agreement dated September 25, 2002                    $          --
- -------------------------------------------------------------------------------------------------------------------------
Dollar Phone Corporation              Master Services Agreement dated February 4, 2003                      $          --
- -------------------------------------------------------------------------------------------------------------------------
Pae Tec Communications, Inc.          Reciprocal Services Agreement dated July 15, 2002                     $          --
- -------------------------------------------------------------------------------------------------------------------------
MCI Worldcom Network Services, Inc.   Termination Services Agreement dated July 31, 2001                    $          --
- -------------------------------------------------------------------------------------------------------------------------
McGregor Bay Communications, Inc.     Agency Agreement dated March 18, 2002                                 $          --
- -------------------------------------------------------------------------------------------------------------------------
Chip Greenberg Studios, Inc.          Agency Agreement dated July 25, 2002                                  $          --
- -------------------------------------------------------------------------------------------------------------------------
CallNet, L.L.C.                       Agency Agreement dated June 27, 2001                                  $          --
- -------------------------------------------------------------------------------------------------------------------------
Barry L. Greenspan                    Agency Agreement dated January 10, 2002                               $          --
- -------------------------------------------------------------------------------------------------------------------------
Brandon J. Becicka                    Agency Agreement dated May 9, 2002                                    $          --
- -------------------------------------------------------------------------------------------------------------------------
                                                                                                            $2,191,328.99
=========================================================================================================================



PAGE 31



                       EXHIBIT B TO THE CONFIRMATION ORDER

PAGE 32



Jeffrey R. Fine
State Bar No. 07008410
Matthew J. Cleaves
State Bar No. 24004442
Daniel I. Morenoff
State Bar No. 24032760
HUGHES & LUCE, L.L.P.
1717 Main Street, Suite 2800
Dallas, Texas 75201
(214) 939-5500
Telecopy (214) 939-5849

ATTORNEYS FOR THE DEBTORS

                      IN THE UNITED STATES BANKRUPTCY COURT
                           NORTHERN DISTRICT OF TEXAS
                                 DALLAS DIVISION

IN RE:                               (S)   CASE NO. 02-38600-SAF-11
                                     (S)
DATAVON, INC., et al.,               (S)   CHAPTER 11
                                     (S)   (Jointly Administered)
               DEBTORS.              (S)
                                     (S)   Hearing Date: June 2, 2003
                                     (S)   Hearing Time: 1:30 p.m.

       JOINT PLAN OF REORGANIZATION OF DATAVON, INC., DTVN HOLDINGS, INC.,
      ZYDECO EXPLORATION, INC. AND VIDEO INTELLIGENCE, INC. (WITH TECHNICAL
                         AMENDMENTS DATED JUNE 2, 2003)

                                     HUGHES & LUCE, L.L.P.

                                     1717 Main Street, Suite 2800
                                     Dallas, TX 75201
                                     Telephone: (214) 939-5500
                                     Telecopy: (214) 939-5849

                                     Attorneys for DataVoN, Inc.,
                                     DTVN  Holdings, Inc.,
                                     Zydeco Exploration, Inc. and
                                     Video Intelligence, Inc.

DATED: February 28, 2003



                                TABLE OF CONTENTS



                                                                                                    Page
                                                                                                    ----
                                                                                                   
ARTICLE I     INTRODUCTION ...........................................................................1

ARTICLE II    DEFINITIONS ............................................................................1

   A.   Defined Terms ................................................................................1
        1.    "Administrative Claim ..................................................................1
        2.    "Administrative Claims Bar Date ........................................................2
        3.    "Allowed Claim .........................................................................2
        4.    "APA ...................................................................................2
        5.    "Assets ................................................................................2
        6.    "Assumed Leases and Contracts ..........................................................2
        7.    "Assumption List .......................................................................2
        8.    "Bankruptcy Code .......................................................................2
        9.    "Bankruptcy Court ......................................................................2
        10.   "Bankruptcy Rules ......................................................................3
        11.   "Bar Date ..............................................................................3
        12.   "Bid Selection Committee ...............................................................3
        13.   "Board of Directors ....................................................................3
        14.   "Business Day ..........................................................................3
        15.   "Bid Procedure Order ...................................................................3
        16.   "Cases .................................................................................3
        17.   "Cash ..................................................................................3
        18.   "Cash Proceeds .........................................................................3
        19.   "Transcom ..............................................................................3
        20.   "Chapter 5 Actions .....................................................................3
        21.   "Claim .................................................................................3
        22.   "Claimant ..............................................................................4
        23.   "Class .................................................................................4
        24.   "Confirmation ..........................................................................4
        25.   "Confirmation Order ....................................................................4
        26.   "Contingent Claims .....................................................................4
        27.   "Creditor ..............................................................................4
        28.   "Creditors Committee ...................................................................4
        29.   "Cure Amount Claims.....................................................................4
        30.   "Debtors ...............................................................................4
        31.   "Deficiency Claim ......................................................................4
        32.   "Disclosure Statement ..................................................................4
        33.   "Disputed Claim ........................................................................4
        34.   "Distribution Funds ....................................................................5
        35.   "Distribution Record Date ..............................................................5
        36.   "Effective Date ........................................................................5




                                                                                                  
        37.   "Escrow Amount .........................................................................5
        38.   "Estates ...............................................................................5
        39.   "Executory Contract ....................................................................5
        40.   "Existing Common Stock .................................................................5
        41.   "Fee Claim .............................................................................5
        42.   "Final Distribution Date ...............................................................5
        43.   "Final Order ...........................................................................5
        44.   "Initial Distribution Date .............................................................6
        45.   "Interest ..............................................................................6
        46.   "Interim Distribution Date(s) ..........................................................6
        47.   "Letter of Intent ......................................................................6
        48.   "Person ................................................................................6
        49.   "Petition Date .........................................................................6
        50.   "Plan ..................................................................................6
        51.   "Plan Supplement .......................................................................6
        52.   "Priority Tax Claims ...................................................................6
        53.   "Pro Rata ..............................................................................6
        54.   "Professional ..........................................................................6
        55.   "PNG ...................................................................................6
        56.   "Purchased Assets ......................................................................6
        57.   "Purchaser .............................................................................7
        58.   "Reinstated ............................................................................7
        59.   "Rejected Leases and Contracts .........................................................7
        60.   "Rejection Claim .......................................................................7
        61.   "Rejection List ........................................................................7
        62.   "Remaining Assets ......................................................................7
        63.   "Schedules .............................................................................8
        64.   "Secured Claim .........................................................................8
        65.   "Supplement Deadline ...................................................................8
        66.   "Trust .................................................................................8
        67.   "Trust Agreement .......................................................................8
        68.   "Trust Assets ..........................................................................8
        69.   "Trustee ...............................................................................8
        70.   "Unexpired Lease .......................................................................8
        71.   "Unsecured Claim .......................................................................8

   B.   Rules of Interpretation and Computation of Time ..............................................8
        1.    Rules of Interpretation ................................................................8
        2.    Computation of Time ....................................................................9

ARTICLE III   CLASSIFICATION OF CLAIMS AND INTERESTS .................................................9
        1.    Class 1 - Unsecured Non-Tax Priority Claims ............................................9
        2.    Class 2 - Secured Claims ...............................................................9
        3.    Class 3 - Convenience Claims ...........................................................9
        4.    Class 4 - General Unsecured Claims ....................................................10





                                                                                                  
        5.    Class 5 - Equity Interests ............................................................10

ARTICLE IV    TREATMENT OF CLASSES OF CLAIMS AND INTERESTS ..........................................10

   A.   Unclassified Claims .........................................................................10
        1.    Administrative Claims .................................................................10
        2.    Priority Tax Claims ...................................................................10

   B.   Classified Claims ...........................................................................11
        1.    Class 1 - Unsecured Non-Tax Priority Claims ...........................................11
        2.    Class 2 - Secured Claims ..............................................................11
        3.    Class 3 - Convenience Claims ..........................................................11
        4.    Class 4 - General Unsecured Claims ....................................................12
        5.    Class 5 - Equity Interests ............................................................12

ARTICLE V     MEANS FOR IMPLEMENTATION AND EXECUTION OF THIS PLAN ...................................12

   A.   Sale of the Purchased Assets ................................................................12

   B.   Creation of the Trust .......................................................................12
        1.    Transfer of assets ....................................................................13
        2.    Powers and duties of the Trustee ......................................................13
        3.    Compensation ..........................................................................17

ARTICLE VI    TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES .................................18

   A.   Unexpired Leases and Executory Contracts to Be Assumed and Assigned .........................18
        1.    Assumption and Assignment Generally ...................................................18
        2.    Approval of Assumptions and Assignments ...............................................18
        3.    Payments Related to the Assumption of Executory Contracts and Unexpired Leases ........18

   B.   Executory Contracts and Unexpired Leases to Be Rejected .....................................19
        1.     Rejection Generally ..................................................................19
        2.     Bar Date for Rejection Damages .......................................................19

ARTICLE VII   PROVISIONS GOVERNING DISTRIBUTIONS ....................................................19

   A.   Delivery of Distributions ...................................................................19

   B.   Distribution Record Date ....................................................................19

   C.   Timing and Calculation of Amounts to Be Distributed .........................................20
        1.    Generally .............................................................................20
        2.    Distributions to Classes ..............................................................20
        3.    De Minimis Distributions ..............................................................21
        4.    Compliance with Tax Requirements ......................................................21

   D.   Surrender of Canceled Instruments ...........................................................21
        1.    Tender of Notes or other Instruments ..................................................21





                                                                                                  
        2.    Lost, Stolen, Mutilated, or Destroyed Notes or other Instruments ......................21

   E.   Undeliverable Distributions .................................................................22
        1.    Holding of Undeliverable Distributions ................................................22
        2.    Failure to Claim Undeliverable Distributions ..........................................22

   F.   Setoffs .....................................................................................22

ARTICLE VIII  PROCEDURES FOR RESOLVING DISPUTED CLAIMS ..............................................23

   A.   Authority to Prosecute Objections to Claims .................................................23

   B.   Treatment of Disputed Claims ................................................................23

   C.   Distributions on Account of Disputed Claims Once Allowed ....................................23

   D.   Procedure for Resolution of Disputed Claims .................................................23
        1.    Allowance of Disputed Claims or Interests .............................................23
        2.    Determination of Disputed Claims ......................................................23

ARTICLE IX    CONDITIONS PRECEDENT TO CONFIRMATION AND CONSUMMATION OF THE PLAN .....................24

   A.   Conditions to Confirmation ..................................................................24

   B.   Conditions to the Effective Date ............................................................24

   C.   Waiver of Conditions to the Confirmation or Effective Date ..................................24

   D.   Effect of Nonoccurrence of Conditions to the Effective Date .................................25

ARTICLE X     CRAMDOWN ..............................................................................25

ARTICLE XI    DISCHARGE, TERMINATION, AND INJUNCTION ................................................25

   A.   Discharge of Claims and Termination of Interests ............................................25

   B.   Injunctions .................................................................................26

   C.   Vesting .....................................................................................27

ARTICLE XII   RETENTION OF JURISDICTION .............................................................27

ARTICLE XIII  MISCELLANEOUS PROVISIONS ..............................................................28

   A.   Dissolution of the Creditors Committee ......................................................28

   B.   Limitation of Liability .....................................................................29

   C.   Modification of the Plan ....................................................................29

   D.   Revocation of the Plan ......................................................................29

   E.   Severability of Plan Provisions .............................................................30

   F.   Successors and Assigns ......................................................................30





                                                                                                  
   G.   Service of Documents ........................................................................30

Exhibit 1   Trust Agreement





                                    ARTICLE I
                                  INTRODUCTION

     DataVoN, Inc. ("DataVoN"), DTVN Holdings, Inc. ("DTVN"), Zydeco
Exploration, Inc. ("Zydeco") and Video Intelligence, Inc. ("VI") (collectively,
the "Debtors") propose the following Joint Plan of Reorganization of DataVoN,
Inc., DTVN Holdings, Inc., Zydeco Exploration, Inc. and Video Intelligence, Inc.
(the "Plan"). Reference is made to the Disclosure Statement for the Joint Plan
of Reorganization of DataVoN, Inc., DTVN Holdings, Inc., Zydeco Exploration,
Inc. and Video Intelligence, Inc. (the "Disclosure Statement"), for a discussion
of the history and business operations of the Debtors and for a summary and
analysis of this Plan. All parties-in-interest are encouraged to review the
Disclosure Statement thoroughly before voting to accept or reject this Plan.

================================================================================
     THE DEBTORS' MANAGEMENT AND THE UNSECURED CREDITOR'S COMMITTEE HAVE
     REVIEWED THE DISCLOSURE STATEMENT AND PLAN AND RECOMMEND THAT YOU
     ACCEPT THE PLAN BY CASTING YOUR BALLOT TO VOTE IN FAVOR OF THE PLAN. A
     COPY OF THE DEBTORS' LETTER AND THE UNSECURED CREDITORS' COMMITTEE'S
     LETTER RECOMMENDING APPROVAL OF THE PLAN IS ATTACHED TO THESE
     MATERIALS.
================================================================================

                                   ARTICLE II
                                   DEFINITIONS

A.   Defined Terms

     As used in the Plan, capitalized terms have the meanings set forth below.
Any term that is not otherwise defined herein, but that is used in the
Bankruptcy Code or the Bankruptcy Rules, will have the meaning given to that
term in the Bankruptcy Code or the Bankruptcy Rules, as applicable.

     1. "Administrative Claim" means a Claim for costs and expenses of
administration allowed under sections 503(b), 507(b) or 1114(e)(2) of the
Bankruptcy Code, including: (a) the actual and necessary costs and expenses
incurred after the Petition Date of preserving the respective Estates and
operating the businesses of the Debtors, such as wages, salaries, commissions
for services, and payments for inventories, leased equipment and premises, and
real and personal ad valorem taxes; (b) compensation for legal, financial
advisory, accounting, and other services and reimbursement of expenses awarded
or allowed under sections

JOINT PLAN OF REORGANIZATION OF DATAVON, INC.,
DTVN HOLDINGS, INC., ZYDECO EXPLORATION, INC.
AND VIDEO INTELLIGENCE, INC. - Page 1



330(a) or 331 of the Bankruptcy Code; and (c) all fees and charges assessed
against the Estates under chapter 123 of title 28, United States Code, 28 U.S.C.
(S)(S) 1911-1930.

     2. "Administrative Claims Bar Date" means sixty (60) days after the
Effective Date.

     3. "Allowed Claim" means:

          a. a Claim that (i) has been listed by one of the Debtors on its
     Schedules as other than disputed, contingent, or unliquidated and (ii) is
     not otherwise a Disputed Claim;

          b. a Claim (i) for which a proof of claim or request for payment of
     Administrative Claim has been filed by the Bar Date, or otherwise been
     deemed timely filed under applicable law and (ii) that is not otherwise a
     Disputed Claim; or

          c. a Claim that is allowed: (i) in any stipulation of amount and
     nature of claim executed by one of the Debtors or a successor and a
     Claimant on or after the Effective Date; (ii) in any contract, instrument,
     or other agreement entered into in connection with the Plan and, if prior
     to the Effective Date, approved by the Bankruptcy Court; (iii) in a Final
     Order; or (iv) pursuant to the terms of the Plan.

     4. "APA" means the asset purchase agreement between the Debtors and the
Purchaser, containing terms substantially similar to the terms set forth in the
Letter of Intent, which will be filed with the Bankruptcy Court on or before the
Supplement Deadline.

     5. "Assets" means all assets of the Debtors, including, but not limited to,
Cash, real property, personal property, equipment, machinery, fixtures, work in
process, intellectual property, trademarks and trade names, notes and other
accounts receivable, stock and income, and receipts therefrom, all Cash and
non-Cash proceeds from any source of any kind or nature claimed, owned or held
by or to be received by the Debtors, and any other rights and interests of the
Debtors, as defined by section 541 of the Bankruptcy Code.

     6. "Assumed Leases and Contracts" means the Unexpired Leases and Executory
Contracts of the Debtors that will expressly be assumed and assigned to the
Purchaser under the APA.

     7. "Assumption List" means the list of Assumed Leases and Contracts (and
any other liabilities which will be assumed by the Purchaser), which will be
filed with the Bankruptcy Court and served on all parties to the Assumed Leases
and Contracts (and any other Creditors whose liabilities will be assumed by the
Purchaser), on or before the Supplement Deadline.

     8. "Bankruptcy Code" means title 11 of the United States Code, 11 U.S.C.
(S)(S) 101-1330, as now in effect or hereafter amended.

     9. "Bankruptcy Court" means the United States Bankruptcy Court for the
Northern District of Texas, Dallas Division, or such other court having
jurisdiction over the Cases and, to the extent of any reference made pursuant to
28 U.S.C. (S) 157, the bankruptcy unit of such District Court.

JOINT PLAN OF REORGANIZATION OF DATAVON, INC.,
DTVN HOLDINGS, INC., ZYDECO EXPLORATION, INC.
AND VIDEO INTELLIGENCE, INC. - Page 2



     10. "Bankruptcy Rules" means the rules of procedure in bankruptcy cases and
local rules applicable to cases pending before the Bankruptcy Court, as the same
may from time to time be in effect and applicable to these cases.

     11. "Bar Date" means the date by which a proof of claim must have been
filed or any other applicable deadline established by a Final Order of the
Bankruptcy Court.

     12. "Bid Selection Committee" means the committee established in the Bid
Procedure Order, consisting of: Henry Jordan, Teton Enterprises, Inc.'s
designated representative; Lee Grant, Cavalier Telephone, LLC's designated
representative; Dan Dixon and William Snyder of CRP; Counsel to the Committee,
Michelle Shriro; Counsel to Teton Enterprises, Stephanie Curtis; Counsel to the
Debtors, Jeffrey Fine; and DataVoN's Chief Restructuring Officer, Mike Donohoe.

     13. "Board of Directors" means the board of directors of the Debtors.

     14. "Business Day" means any day, other than a Saturday, Sunday, or "legal
holiday" (as defined in Bankruptcy Rule 9006(a)).

     15. "Bid Procedure Order" means the Order Granting the Debtors' Motion For
Entry Of Orders (i) Authorizing And Approving Sale Of Substantially All Assets
Free And Clear Of Liens, Claims, Encumbrances, Interests And Exempt From Any
Stamp, Transfer, Recording Or Similar Tax; (ii) Authorizing Assumption And
Assignment Of Executory Contracts And Unexpired Leases (iii) Establishing
Auction Date, Related Deadlines And Bid Procedures; (iv) Approving The Form And
Manner Of Sale Notices; And (v) Approving Break-Up Fees In Connection With The
Solicitation With Higher or Better Offers, which was entered by the Bankruptcy
Court on February 21, 2003.

     16. "Cases" means the bankruptcy cases entitled In re DataVoN, Inc.,
DTVN Holdings, Inc., Zydeco Exploration, Inc. and Video Intelligence, Inc.
(jointly administered under Case No. 02-38600-SAF-11) pending in the Bankruptcy
Court.

     17. "Cash" means cash, cash equivalents, or other readily marketable
securities or instruments.

     18. "Cash Proceeds" means the total Cash that the Debtors receive from the
Purchaser under the APA.

     19. "Transcom" means Transcom, Inc., a corporation organized under the laws
of the State of Texas.

     20. "Chapter 5 Actions" means causes of actions, rights, and defenses of
the Debtors under chapter 5 of the Bankruptcy Code.

     21. "Claim" means a "claim," as defined in section 101(5) of the Bankruptcy
Code, against any of the Debtors.

JOINT PLAN OF REORGANIZATION OF DATAVON, INC.,
DTVN HOLDINGS, INC., ZYDECO EXPLORATION, INC.
AND VIDEO INTELLIGENCE, INC. - Page 3



     22. "Claimant" means a holder of a Claim.

     23. "Class" means any group of substantially similar Claims or Interests as
classified in Article III herein pursuant to section 1123(a)(1) of the
Bankruptcy Code.

     24. "Confirmation" means the date on which the Bankruptcy Court enters the
Confirmation Order.

     25. "Confirmation Order" means the order of the Bankruptcy Court confirming
this Plan pursuant to section 1129 of the Bankruptcy Code.

     26. "Contingent Claims" or "Unliquidated Claims" means the Claims (i)
listed as contingent or unliquidated, respectively, in the Schedules, as such
may be amended, supplemented or otherwise modified from time to time in a filing
with the Bankruptcy Court in accordance with applicable Bankruptcy Rules or (ii)
otherwise filed as contingent or unliquidated, respectively, in a proof of claim
timely filed with the clerk of the Bankruptcy Court.

     27. "Creditor" means the holder of an Allowed Claim.

     28. "Creditors Committee" means the Official Committee of Unsecured
Creditors appointed by the United States Trustee in the Cases pursuant to
section 1102 of the Bankruptcy Code on or about December 4, 2002.

     29. "Cure Amount Claims" means a Claim based on a default pursuant to an
Unexpired Lease or Executory Contract at the time such lease is assumed by the
Debtors under section 365 of the Bankruptcy Code.

     30. "Debtors" mean collectively, DataVoN, Inc., DTVN Holdings, Inc., Zydeco
Exploration, Inc. and Video Intelligence, Inc., the debtors and
debtors-in-possession in these Cases.

     31. "Deficiency Claim" means a Claim equal to the amount, if any, by which
the total Allowed Claim of any Creditor exceeds the sum of (i) any setoff rights
of the Creditor against such Debtor provided for by applicable law and preserved
by section 553 of the Bankruptcy Code, plus (ii) the portion of such Claim that
is a Secured Claim; provided, however, that if the Class of which such Claim is
a part makes the election provided for by section 1111(b) of the Code, there
shall be no Deficiency Claim in respect of such Claim.

     32. "Disclosure Statement" means the disclosure statement (including all
exhibits and schedules thereto or referenced therein) that relates to the Plan,
as approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy
Code, as the same may be amended, modified, or supplemented.

     33. "Disputed Claim" or "Disputed Interest" means a Claim or Interest,
respectively, (i) scheduled on the Debtors' schedules as disputed or (ii) to the
extent a proof of claim has been timely filed or deemed timely filed under
applicable law or under this Plan, as to which an objection has been timely
filed

JOINT PLAN OF REORGANIZATION OF DATAVON, INC.,
DTVN HOLDINGS, INC., ZYDECO EXPLORATION, INC.
AND VIDEO INTELLIGENCE, INC. - Page 4



and has not been withdrawn on or before any date fixed for filing such
objections by the Plan or order of the Bankruptcy Court and has not been denied
by a Final Order.

     34. "Distribution Funds" means the Cash held by the Trust which will be
used to satisfy the Allowed Claims in Classes 4 after the Claims in Classes 1,
2, and 3 have been paid in full, less any estimated expenses that the Trustee
expects to incur to satisfy the implementation of the Plan.

     35. "Distribution Record Date" means the first Business Day that is fifteen
(15) days after Confirmation.

     36. "Effective Date" means a Business Day, as determined by the Debtors, as
soon as reasonably practicable after all conditions to the Effective Date in the
Plan have been met or waived pursuant to Article X of the Plan.

     37. "Escrow Amount" means that portion of the Cash Proceeds that will be
deposited into an account with an escrow agent pursuant to the terms of the
Letter of Intent.

     38. "Estates" means, as to each of the Debtors, the estate created pursuant
to section 541 of the Bankruptcy Code.

     39. "Executory Contract" means a contract to which one or more of the
Debtors is a party that is subject to assumption or rejection under section 365
of the Bankruptcy Code which is not an Unexpired Lease

     40. "Existing Common Stock" means all authorized common stock of DataVoN,
Inc., DTVN Holdings, Inc., Zydeco Exploration, Inc. and Video Intelligence, Inc.
issued and outstanding on the Petition Date.

     41. "Fee Claim" means a Claim under sections 330(a), 331, 503, or 1103 of
the Bankruptcy Code for compensation of a Professional or other entity for
services rendered or expenses incurred in the Cases.

     42. "Final Distribution Date" means a date, as determined by the Trustee,
when all of the remaining Trust Assets will be distributed under the terms of
the Plan.

     43. "Final Order" means an order or judgment of the Bankruptcy Court, or
other court of competent jurisdiction, as entered on the docket in the Cases or
the docket of any other court of competent jurisdiction, that has not been
reversed, stayed, modified, or amended and as to which the time to appeal or
seek certiorari or move for a new trial, reargument, or rehearing has expired
and no appeal or petition for certiorari or other proceedings for a new trial,
reargument, or rehearing has been timely taken, or as to which any appeal that
has been taken or any petition for certiorari that has been timely filed has
been withdrawn or resolved by the highest court to which the order or judgment
was appealed or from which certiorari was sought or the new trial, reargument,
or rehearing shall have been denied or resulted in no modification of such
order.

JOINT PLAN OF REORGANIZATION OF DATAVON, INC.,
DTVN HOLDINGS, INC., ZYDECO EXPLORATION, INC.
AND VIDEO INTELLIGENCE, INC. - Page 5



     44. "Initial Distribution Date" means a date, as determined by the Trustee,
as soon as reasonably practicable following the Effective Date.

     45. "Interest" means a holder of Existing Common Stock.

     46. "Interim Distribution Date(s)" means date(s), if any, as determined by
the Trustee, between the Initial Distribution Date and the Final Distribution
Date.

     47. "Letter of Intent" means any Letter of Intent executed between the
Purchaser and the Debtors with respect to the purchase of substantially all of
the Debtors assets.

     48. "Person" means any individual, corporation, general partnership,
limited partnership, association, joint stock company, joint venture, estate,
trust, unincorporated organization, government or any political subdivision
thereof, governmental unit (as defined in the Bankruptcy Code), or other entity.

     49. "Petition Date" means September 30, 2002, the date on which DataVoN
filed a petition for relief, and October 1, 2002, the date upon which DTVN, VI
and Zydeco filed petitions for relief under chapter 11 of the Bankruptcy Code.

     50. "Plan" means this Joint Plan of Reorganization of DataVoN, Inc., DTVN
Holdings, Inc., Zydeco Exploration, Inc. and Video Intelligence, Inc., to the
extent applicable to any of the Debtors, and all exhibits attached hereto or
referenced herein, as the same may be amended, modified, or supplemented.

     51. "Plan Supplement" means, collectively, the APA, the Assumption List,
and the Rejection List, which will be filed with the Bankruptcy Court, on or
before the Supplement Deadline.

     52. "Priority Tax Claims" means Claims of any Person for the payment of
taxes accorded to priority pursuant to section 507(a)(8) of the Bankruptcy Code.

     53. "Pro Rata" means (a) with respect to a holder of an Allowed Claim, the
ratio of (i) the amount of the Allowed Claim to (ii) the aggregate amount of all
Allowed Claims in the respective Class; and (b) with respect to a holder of an
Allowed Interest, the ratio of (i) the number of shares of Existing Common Stock
held by such holder to (ii) the total number of shares of Existing Common Stock
issued as of the Petition Date.

     54. "Professional" means any professional employed in the Cases pursuant to
sections 327 or 1103 of the Bankruptcy Code or any professional or other entity
seeking compensation or reimbursement of expenses in connection with the Cases
pursuant to section 503(b)(4) of the Bankruptcy Code.

     55. "PNG" means, PNG Telecommunications, Inc. d/b/a PowerNet Global
Communications.

     56. "Purchased Assets" means all Assets that will be transferred to the
Purchaser under terms substantially similar to those set forth in the Letter of
Intent.

JOINT PLAN OF REORGANIZATION OF DATAVON, INC.,
DTVN HOLDINGS, INC., ZYDECO EXPLORATION, INC.
AND VIDEO INTELLIGENCE, INC. - Page 6



     57. "Purchaser" means PNG or such other entity that submits a highest and
better offer for the purchase of the assets of the Debtors as may be selected by
the Bid Selection Committee.

     58. "Reinstated" or "Reinstatement" means rendering a Claim or Interest
unimpaired within the meaning of section 1124 of the Bankruptcy Code. Unless the
Plan specifies a particular method of Reinstatement, when the Plan provides that
an Allowed Claim or Interest will be Reinstated, such Claim or Interest will be
Reinstated, at the Debtors' sole discretion, in accordance with one of the
following:

          a. The legal, equitable, and contractual rights to which such Claim or
     Interest entitles the holder will be unaltered; or

          b. Notwithstanding any contractual provision or applicable law that
     entitles the holder of such Claim or Interest to demand or receive
     accelerated payment of such Claim or Interest after the occurrence of a
     default:

               i. any such default that occurred before or after the
commencement of the Cases, other than a default of a kind specified in section
365(b)(2) of the Bankruptcy Code, will be cured;

               ii. the maturity of such Claim or Interest as such maturity
existed before such default will be reinstated;

               iii. the holder of such Claim or Interest will be compensated for
any damages incurred as a result of any reasonable reliance by such holder on
such contractual provision or such applicable law; and

               iv. the legal, equitable, or contractual rights to which such
Claim or Interest entitles the holder of such Claim or Interest will not
otherwise be altered.

     59. "Rejected Leases and Contracts" means all Unexpired Leases and
Executory Contracts of the Debtors that are not expressly assumed and assigned
to the Purchaser or that were not previously assumed by the Debtors.

     60. "Rejection Claim" means any Claim arising by reason of rejection of a
contract or lease pursuant to sections 365 or 1123(b)(2) of the Bankruptcy Code.

     61. "Rejection List" means the list of Rejected Leases and Contracts, which
will be filed with the Bankruptcy Court and served on all parties to the
Rejected Leases and Contracts, on or before the Supplement Deadline.

     62. "Remaining Assets" means the Assets that will not be transferred to the
Purchaser but will be transferred to the Trust on the Effective Date.

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DTVN HOLDINGS, INC., ZYDECO EXPLORATION, INC.
AND VIDEO INTELLIGENCE, INC. - Page 7



     63. "Schedules" means the schedules of assets and liabilities and the
statements of the financial affairs filed by the Debtors, as required by section
521 of the Bankruptcy Code, as same may have been or may be amended, modified,
or supplemented prior to the Effective Date.

     64. "Secured Claim" means a Claim that is secured by a lien on property in
which an Estate has an interest or that is subject to setoff under section 553
of the Bankruptcy Code, only to the extent of the value of the Claimant's
interest in the applicable Estate's interest in such property or to the extent
of the amount subject to setoff, as applicable, as determined pursuant to
section 506 and, if applicable, section 1129(b) of the Bankruptcy Code.

     65. "Supplement Deadline" means February 28, 2003.

     66. "Trust" means the trust established pursuant to the Plan and into which
the Trust Assets will be transferred on and after the Effective Date.

     67. "Trust Agreement" means the Trust Agreement, attached hereto as Exhibit
1.

     68. "Trust Assets" means, collectively, the Cash Proceeds and the Remaining
Assets.

     69. "Trustee" means that individual selected by the Committee and approved
by the Bankruptcy Court to serve as trustee under the Trust Agreement.

     70. "Unexpired Lease" means, collectively, any unexpired lease or agreement
relating to a Debtor's interest in real property and any unexpired lease or
agreement granting rights or interests related to or appurtenant to the
applicable real property, including all easements; licenses; permits; rights;
privileges; immunities; options; rights of first refusal; powers; uses;
usufructs; reciprocal easement or operating agreements; vault, tunnel, or bridge
agreements or franchises; development rights; and any other interests in real
estate or rights in rem, related to the applicable real property to which one or
more of the Debtors is a party that is subject to assumption or rejection under
section 365 of the Bankruptcy Code.

     71. "Unsecured Claim" means a Claim that is neither a Secured Claim nor
entitled to priority under the Bankruptcy Code or the orders of the Bankruptcy
Court, including Rejection Claims and Deficiency Claims, other than those
separately classified pursuant to the terms of Article III of the Plan.

B.   Rules of Interpretation and Computation of Time

     1.   Rules of Interpretation

          For purposes of the Plan, unless otherwise provided herein: (a)
whenever from the context it is appropriate, each term, whether stated in the
singular or the plural, will include both the singular and the plural; (b)
unless otherwise provided in the Plan, any reference in the Plan to a contract,
instrument, release, or other agreement or document being in a particular form
or on particular terms and conditions means that such document will be
substantially in such form or substantially on such terms and conditions; (c)
any reference in the Plan to an existing document or exhibit filed or to be
filed means such document or exhibit,

JOINT PLAN OF REORGANIZATION OF DATAVON, INC.,
DTVN HOLDINGS, INC., ZYDECO EXPLORATION, INC.
AND VIDEO INTELLIGENCE, INC. - Page 8



as it may have been or may be amended, modified, or supplemented pursuant to the
Plan or Confirmation Order; (d) any reference to an entity as a holder of a
Claim or Interest includes that entity's successors, assigns, and affiliates;
(e) all references in the Plan to sections, articles, and exhibits are
references to sections, articles and exhibits of or to the Plan; (f) the words
"herein," "hereunder" and "hereto" refer to the Plan in its entirety rather than
to a particular portion of the Plan; (g) captions and headings to articles and
sections are inserted for convenience of reference only and are not intended to
be a part of or to affect the interpretation of the Plan; (h) subject to the
provisions of any contract, certificates of incorporation, by-laws, similar
constituent documents, instrument, release, or other agreement or document
entered into or delivered in connection with the Plan, the rights and
obligations arising under the Plan will be governed by, and construed and
enforced in accordance with, federal law, including the Bankruptcy Code and the
Bankruptcy Rules; and (i) the rules of construction set forth in section 102 of
the Bankruptcy Code will apply.

     2.   Computation of Time

          In computing any period of time prescribed or allowed by the Plan, the
provisions of Bankruptcy Rule 9006(a) will apply.

                                   ARTICLE III
                     CLASSIFICATION OF CLAIMS AND INTERESTS

     All Claims and Interests, except Administrative Claims and Priority Tax
Claims, are placed in the following Classes. The classification of Claims is
made for purposes of voting on the Plan, making distributions hereunder, and for
ease of administration. A Claim or Interest shall be deemed classified in a
particular Class only to the extent that the Claim or Interest qualifies within
the description of that Class and shall be deemed classified in a different
Class to the extent that any remainder of the Claim or Interest qualifies within
the description of such different Class. A Claim or Interest is in a particular
Class only to the extent that the Claim or Interest is an Allowed Claim or an
Allowed Interest in that Class and has not been paid prior to the Effective
Date.

     1.   Class 1 - Unsecured Non-Tax Priority Claims.

Class 1 consists of Allowed Unsecured Claims against the Debtors that are
entitled to priority under sections 507(a)(3), 507(a)(4) and 507(a)(6) of the
Bankruptcy Code but does not include Priority Tax Claims.

     2.   Class 2 - Secured Claims.

Class 2 consists of two subclasses, together which account for all Allowed
Secured Claims against the Debtors. Class 2(a) consists of the Allowed Secured
Claims of Lee Barton. Class 2(b) consists of all other Allowed Secured Claims
against the Debtors..

     3.   Class 3 - Convenience Claims.

JOINT PLAN OF REORGANIZATION OF DATAVON, INC.,
DTVN HOLDINGS, INC., ZYDECO EXPLORATION, INC.
AND VIDEO INTELLIGENCE, INC. - Page 9



Class 3 consists of all Allowed Unsecured Claims against the Debtors that are
pre-petition Unsecured Claims of $2,500 or less, or which the holder elects to
reduce to $2,500.

     4.   Class 4 - General Unsecured Claims.

Class 4 consists of all Allowed Claims against the Debtors that are pre-petition
Unsecured Claims (including Rejection Claims) in excess of $2,500 and are not
otherwise classified herein. The Class 4 Claims are subdivided into the
following Classes:

          Class 4(A) consists of Class 4 Claims against DTVN.
          Class 4(B) consists of Class 4 Claims against DataVoN.
          Class 4(C) consists of Class 4 Claims against Zydeco.
          Class 4(D) consists of Class 4 Claims against VI.

     5.   Class 5 - Equity Interests.

Class 5 consists of all Allowed Interests of holders of Existing Common Stock.

                                   ARTICLE IV
                  TREATMENT OF CLASSES OF CLAIMS AND INTERESTS

A.   Unclassified Claims

     1.   Administrative Claims.

          (a)  Generally

               Administrative Claims are not impaired under the Plan. Holders of
Allowed Administrative Claims will be paid in Cash in full as soon as reasonably
practicable after the later of (i) the Effective Date or (ii) the date that the
Claim becomes an Allowed Claim.

          (b)  Administrative Claims Bar Date

               Requests for the payment of Administrative Claims must be filed
with the Bankruptcy Court and served on the Trustee no later than the
Administrative Claims Bar Date. Applications by Professionals for the payment of
Fee Claims must be filed with the Bankruptcy Court and served in accordance with
Fee Procedure Order no later than the Administrative Claims Bar Date. Failure to
file such requests or applications prior to the Administrative Claims Bar Date
shall forever bar the recovery of such Claims against the Debtors, the Trustee,
the Trust, or the Assets.

     2.   Priority Tax Claims.

          (a)  Generally

JOINT PLAN OF REORGANIZATION OF DATAVON, INC.,
DTVN HOLDINGS, INC., ZYDECO EXPLORATION, INC.
AND VIDEO INTELLIGENCE, INC. - Page 10



               Priority Tax Claims are not impaired under the Plan. Holders of
Allowed Priority Tax Claims will be paid in Cash in full in full as soon as
reasonably practicable after the later of (i) the Effective Date or (ii) the
date that the Claim becomes an Allowed Claim.

          (b)  Penalties

               The holder of an Allowed Priority Tax Claim will not be entitled
to receive any payment on account of any penalty arising with respect to or in
connection with the Allowed Priority Tax Claim. Any such Claim or demand for any
such penalty will be subject to treatment in Class 4, and the holder of an
Allowed Priority Tax Claim will not assess or attempt to collect such penalty
from the Trustee or the Trust as of the Effective Date.

B.   Classified Claims

     1.   Class 1 - Unsecured Non-Tax Priority Claims.

          Unsecured Non-Tax Priority Claims are not impaired under the Plan.
Holders of Allowed Unsecured Non-Tax Priority Claims will be paid in Cash in
full as soon as reasonably practicable after the later of (a) the Effective Date
or (b) the date that the Claim becomes an Allowed Claim.

     2.   Class 2 - Secured Claims.

          Class 2(a) and 2(b) Secured Claims are impaired under the Plan. At the
sole discretion of the Debtors, Class 2(a) and 2(b) Allowed Secured Claims will
either (a) receive the collateral securing the Secured Claim, or (b) be paid in
Cash in full, plus interest, as determined by the Bankruptcy Court, as soon as
reasonably practicable after the later of (i) the Initial Distribution Date or
(ii) the date that the Claim becomes an Allowed Claim. With the consent of the
creditor and the Debtors, and subject to Bankruptcy Court approval after
appropriate notice to creditors, certain Class 2(a) and 2(b) Allowed Secured
Claims may be afforded alternative treatment including assumption of modified
financing and security agreements. Unless a Class 2(a) or 2(b) Claimant receives
in satisfaction of its Allowed Claim the collateral securing such Claim, the
liens of all Class 2(a) and 2(b) Claimants shall extend to the proceeds of any
sale of the collateral securing the Claims of Class 2(a) and 2(b) Claimants and,
unless a Class 2(a) and 2(b) Claimant agrees otherwise, such Allowed Claims of
all Class 2(a) and 2(b) Claimants shall be satisfied out of such sale proceeds
and shall be paid as soon as reasonably practicable after the later of (i) the
Initial Distribution Date or (ii) the date that the Claim becomes an Allowed
Claim. Unless such Class 2(a) and 2(b) Claimant accepts alternative treatment,
the Liquidating Trustee shall hold in escrow, in an interest bearing account,
such portion of the sale proceeds calculated to satisfy the Claims of all Class
2(a) and 2(b) Claimants to be paid as provided above or as otherwise ordered by
the Court.

     3.   Class 3 - Convenience Claims.

          Convenience Claims are impaired under this Plan. Holders of Allowed
Convenience Claims will be paid 50% of the value of the Allowed Convenience
Claim in Cash as soon as reasonably practicable

JOINT PLAN OF REORGANIZATION OF DATAVON, INC.,
DTVN HOLDINGS, INC., ZYDECO EXPLORATION,
INC. AND VIDEO INTELLIGENCE, INC.
AND VIDEO INTELLEGENCE, INC. - Page 11



after the later of (a) the Initial Distribution Date or (b) the date that the
Claim becomes an Allowed Convenience Claim, in full satisfaction of the Allowed
Convenience Claim.

     4.   Class 4 - General Unsecured Claims.

          General Unsecured Claims are impaired under this Plan. As discussed in
section III.D of the Disclosure Statement ("Means of Plan Implementation"), the
Debtors anticipate selling substantially all of their assets to a third-party
purchaser and will place the proceeds of this sale, along with any other
remaining assets, into the Trust. The Trustee will liquidate any remaining
assets, and after all Claims in Classes 1, 2, and 3 have been paid in full, the
remaining cash proceeds (up to the aggregate amount of General Unsecured Claims)
will be allocated among the four (4) Debtors/1/ and thereafter divided among
holders of Allowed General Unsecured Claims on a pro rata basis (based on the
amount of the Claim of each holder, as of the Distribution Record Date). In the
event that Allowed General Unsecured Claims are paid in full prior to any
distributions being made to any junior classes, holders of Allowed General
Unsecured Claims shall be entitled to receive interest on such claims,
calculated at the then-applicable federal rate of interest under Section 28
U.S.C. (S) 1961 as of the Effective Date.

     5.   Class 5 - Equity Interests.

          Equity Interests are impaired under the Plan. All Claims of Holders of
Class 5 Claims shall be subordinated to all Claims in Classes 1, 2, 3, 4(A),
4(B) 4(C) and 4(D), regardless of which of the Debtors that the Holder of the
Claim has a Claim against. On the Effective Date, the Existing Common Stock will
be canceled, and trading of shares of Existing Common Stock will cease. Allowed
Equity Interests shall be paid only after all Claims in Classes 1, 2, 3, 4(A),
4(B), 4(C), and 4(D) (and any other senior classes) are paid the full amount of
their Allowed Claims, including interest as allowed by the Bankruptcy Court. On
the Final Distribution Date, after all senior classes are paid in full and after
all expenses incurred by the Trustee in implementing the Plan have been paid in
full, Allowed Equity Interests will receive a Pro Rata portion of the remaining
Trust Assets.

                                    ARTICLE V
               MEANS FOR IMPLEMENTATION AND EXECUTION OF THIS PLAN

A.   Sale of the Purchased Assets

     On the Effective Date, the Purchased Assets shall be transferred to the
Purchaser pursuant to terms which are substantially similar to the terms of the
Letter of Intent and APA, free and clear of all liens, claims, and encumbrances,
and the Cash Proceeds shall be transferred to the Trust.

B.   Creation of the Trust

- ----------
/1/  The allocation to each Debtor of sales proceeds will be based upon a final
     liquidation and valuation analysis of each estate prepared and reviewed by
     the Debtors management and the Bid Selection Committee.

JOINT PLAN OF REORGANIZATION OF DATAVON, INC.,
DTVN HOLDINGS, INC., ZYDECO EXPLORATION, INC.
AND VIDEO INTELLIGENCE, INC. - Page 12



     1.   Transfer of assets

          On the Effective Date, the Trust will be established and become
effective, and title to the Cash Proceeds and the Remaining Assets will
automatically vest in the Trust on the Effective Date. Except as otherwise
provided herein, the Trustee (in the capacity as Trustee and not in his or her
individual capacity) shall assume liability for and the obligations to make the
distributions required to be made under the Plan but shall not otherwise assume
liabilities of the Debtors.

          On the Effective Date, the Liquidating Trust Board will be established
that shall consist of the members of the Creditors' Committee who wish to serve
on the board and a representative of Focal Communications, but only if Focal has
a claim against the estate as of the Effective Date of the Plan. If Focal
subsequently withdraws its claim against the estate, Focal will no longer be a
member of the Liquidating trust Board. The Liquidating Trust Board shall meet
periodically and all members may attend any meeting of the Liquidating Trust
Board by telephone. The Liquidating Trust Board has standing to appear in the
Bankruptcy Court on any matter affecting the administration of the Liquidating
Trust.

     2.   Powers and duties of the Trustee

          (a) Maintenance, safekeeping, and liquidation of assets. Subject to
the provisions of the Trust Agreement and of this Plan, the Trustee will take
possession of the Trust Assets to be transferred to the Trust and will conserve,
protect, collect, and liquidate or otherwise convert into Cash all Assets that
constitute part of the Trust Assets and all other property incidental thereto
which may thereafter be acquired by the Trust from time to time under the Trust
or under the Plan. The Trustee will have the sole right, power, and discretion
to manage the affairs of the Trust including, but not limited to, having
authority to consummate sales of assets under terms and conditions negotiated
and agreed upon as set forth in the Trust Agreement, in all other respects under
such terms and conditions as the Trustee, in good faith discretion and in the
exercise of good faith business judgment, deems appropriate to carry out the
purposes of the Trust and shall have no liability except for willful misconduct,
fraud, or gross negligence. Subject to the foregoing, the Trustee will have the
right and power to enter into any contracts or agreements binding the Trust, and
to execute, acknowledge, and deliver any and all instruments that are necessary,
required, or deemed by the Trustee to be advisable in connection with the
performance of its duties thereunder, and except as provided by the Confirmation
Order, the Trustee shall be bound by the terms of the Buyer Protection Order,
the Letter of Intent, and the APA. The Trustee will be a representative of the
Debtors' Estates pursuant to Bankruptcy Code section 1123(b)(3) and as such will
have the power to prosecute, in the name of the Trust, the Debtors' Estates or
otherwise any Claims of the Debtors' Estates. Additionally, the Trustee will
have power to (i) do all acts contemplated by the Plan to be done by the Trustee
and (ii) do all other acts that may be necessary or appropriate for the final
liquidation and distribution of the Trust Assets.

          (b) Hire professionals. The Trustee shall have the right to hire
professionals and to incur expenses in order to implement the Plan. All
professionals hired by the Trustee, and all professionals seeking reimbursement
of fees and expenses from the Liquidating Trust, shall follow the fee guidelines
of the Northern District of Texas as they have been implemented during the
pendency of these Bankruptcy Cases (payment of 80% of fees and 100% of expenses
upon expiration of fifteen days without objection after

JOINT PLAN OF REORGANIZATION OF DATAVON, INC.,
DTVN HOLDINGS, INC., ZYDECO EXPLORATION, INC.
AND VIDEO INTELLIGENCE, INC. Page - 13



the mailing of such fee statements to the Liquidating Trust Board and the
Trustee). All such professionals shall file fee applications with the Bankruptcy
Court to be noticed for hearing to all parties on the Master Service List filed
by the Debtors on or after May 20, 2003, and other than as permitted herein, the
Trustee shall not be entitled to pay such expenses, or any claim based on
attorneys' or professional' fees without approval by the Bankruptcy Court.

          (c) Marketing and sale of the Remaining Assets. The Trustee will have
the exclusive right and duty to market the sale of the Remaining Assets for the
Trust subject to the provisions of the Trust Agreement. In that regard, the
Trustee will exercise reasonable business judgment in marketing the Trust Assets
to insure the best marketing results. The Remaining Assets may be sold in any
combination or as a whole. Further, the Trustee may abandon any of the Remaining
Assets if to do so is in the best interest of the Debtors' Estates.

          (d) Prosecution of litigation. All claims and causes of action of the
Debtors not resolved, assigned or abandoned by the Debtors prior to the
Effective Date of the Plan shall be transferred to the Trust, and the Trustee
shall have the right, duty and standing to prosecute such claims and causes of
action or to assert such claims and causes of action as counterclaims against
Claimants. In addition, the cause of action filed by the Unsecured Creditors'
Committee against Barton and any cause of action that may be filed or otherwise
exists against Transcom will be transferred to the Trust. The Trustee shall
specifically be granted authority to prosecute such claims on behalf of the
estate, provided however, that nothing herein shall grant the Trustee any rights
released by the Debtors in the Final Cash Collateral Order. The Trustee
specifically will retain any rights granted to the Unsecured Creditors Committee
in the Final Cash Collateral Order that are not otherwise already expired or
waived..

          (e) Chapter 5 Actions. Except as otherwise provided in the APA, all
Chapter 5 Actions are hereby transferred to the Trust, subject to the following
terms:

               (i)  any Chapter 5 Action may be asserted as a basis to object to
                    any Claim pursuant to section 502(d) of the Bankruptcy Code;

               (ii) the Trustee may assert any Chapter 5 Action pursuant to
                    sections 542, 543, 544, 546, 548 or 549 of the Bankruptcy
                    Code as a basis for an affirmative recovery against any
                    Person, including without limitation any cause of action
                    pursuant to the Texas Fraudulent Transfer Act, section 24.01
                    et seq. of the Tex. Bus. & Comm. Code, or under any other
                    applicable law or statute, whether or not such Person
                    asserts any Claim against the Trust; and

               (iii) the Trustee may assert a preference claim pursuant to
                    section 547 of the Bankruptcy Code against any Person.

          (f) Claim objections. The Trustee shall have the power and authority
to object to any Claim asserted against the Trust or any of the Debtors. The
deadline for the Trustee to object to claim shall

JOINT PLAN OF REORGANIZATION OF DATAVON, INC.,
DTVN HOLDINGS, INC., ZYDECO EXPLORATION, INC.
AND VIDEO INTELLIGENCE, INC. - Page 14



be 60 after the Effective Date of the Plan or 60 days after a Claim becomes an
Allowed Claim, whichever occurs later. Without limiting the generality of the
foregoing, the Trustee shall have the following powers:

               (i)  to object to any Claim which may be asserted against the
                    Trust on any legal or equitable basis;

               (ii) to seek subordination of any Claim or Interest on any legal
                    or equitable basis;

               (iii) to assert any offset or right of recoupment, including
                    without limitation any such right pursuant to section 553 of
                    the Bankruptcy Code;

               (iv) to assert any and all defenses to any Claim, whether legal
                    or equitable, including any affirmative defenses;

               (v)  to assert any counterclaim against any Claim, whether
                    arising out of the same or different transactions; and

               (vi) to object to any claims on the basis of section 502(d) of
                    the Bankruptcy Code.

          (g) Distributions. The Trustee shall make distributions to holders of
Allowed Claims and Interests, as set forth in Article VII.

          (h) Administration.

               (i)  Corporate dissolution. The Trustee shall have the right and
                    duty to take any action and to execute any document
                    necessary to complete the corporate dissolution of the
                    Debtors.

               (ii) Payment of quarterly fees. The Trustee shall be responsible
                    for timely payment of United States Trustee quarterly fees
                    incurred pursuant to 28 U.S.C. (S) 1930(a)(6). Any fees due
                    as of Confirmation will be paid in full on the Effective
                    Date. After Confirmation, the Trustee shall pay such
                    quarterly fees as they accrue until the Cases are closed.
                    The Trustee shall file with the Court and serve on the
                    United States Trustee a quarterly financial report for each
                    quarter (or portion thereof) that the Cases remain open in a
                    format prescribed by the United States Trustee.

               (iii) Final decree. The Trust will terminate at the end of five
                    years from the Effective Date; provided, however, that upon
                    complete liquidation of the Remaining Assets and
                    satisfaction as far as possible of all remaining
                    obligations, liabilities, and expenses of the Trust pursuant
                    to the Plan prior to such date, and upon the conclusion of
                    the prosecution of objections to any Claims brought by the
                    Trustee, the Trustee may, with approval of the Bankruptcy
                    Court, sooner terminate the Trust; and provided further,
                    that prior

JOINT PLAN OF REORGANIZATION OF DATAVON, INC.,
DTVN HOLDINGS, INC., ZYDECO EXPLORATION, INC.
AND VIDEO INTELLIGENCE, INC. - Page 15



                    to the end of five years from the Effective Date, the
                    Trustee or any beneficiary of the Trust may move the
                    Bankruptcy Court to extend the termination date of the Trust
                    after notice to interested parties and an opportunity for
                    hearing. On the termination date of the Trust, the Trustee
                    will execute and deliver any and all documents and
                    instruments reasonably requested to evidence such transfer.
                    Upon termination and complete satisfaction of its duties
                    under the Trust Agreement, the Trustee will be forever
                    discharged and released from all powers, duties,
                    responsibilities and liabilities pursuant to the Trust other
                    than those attributable to the gross negligence or willful
                    misconduct of the Trustee. The Trustee shall file a motion
                    for entry of final decree pursuant to Bankruptcy Rule 3022
                    promptly upon administration in full of the Debtors'
                    Estates.

          (i) Reporting duties. Thirty (30) days after the end of each calendar
quarter and thirty (30) days after termination of the Trust, the Trustee will
file with the Bankruptcy Court and serve by first class mail upon the
Liquidating Trust Board and all parties on the Master Service List filed by the
Debtors on or after May 20, 2003, an unaudited written report and account
showing (i) the assets and liabilities of the Trust at the end of such quarter
or upon termination, (ii) any changes in the Trust Assets which have not been
previously reported, and (iii) any material action taken by the Trustee in the
performance of its duties under the Trust and under the Plan that has not been
previously reported.

          (j) Release. The Trustee and the Liquidating Trust Board will be
released and indemnified by the Trust for all obligations and liabilities of the
Debtors and the Trust, save and except those duties and obligations of the
Trustee and the Liquidating Trust Board set forth in the Plan and those
attributable to the gross negligence or willful misconduct of the Trustee or the
Liquidating Trust Board.

          (k) Monitoring, auditing, and bonding. The Trustee will be required to
post bond on such terms and in such amount as approved by the Bankruptcy Court.

          (1) Access to the Bankruptcy Court. The Trustee shall be entitled to
the full benefit of, and to exercise all powers incident to, the jurisdiction
retained by the Bankruptcy Court pursuant to Article XIII of this Plan. Without
limiting the generality of the foregoing, the Trustee may seek any of the
following relief from the Bankruptcy Court:

               (i) any order or other relief implementing, construing, or
               applying this Plan, the Confirmation Order, or the Trust relating
               to any power or duty of the Trustee; and

               (ii) any order, writ, or other process necessary or appropriate
               to the performance, implementation, consummation, or construction
               of this Plan or the Trust.

          (m) Intercompany Claims. The Trustee shall have authority (i) to
object to or to file a report with the Court making a recommendation to allow or
disallow intercompany claims as the Trustee deems appropriate, after
consultation with the Liquidating Trust Board, and (ii) to file a report with
the Court

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making recommendations as to the allocation of the sales proceeds between the
Debtors' estates, after consultation with the Liquidating Trust Board. If the
Trustee and the Liquidating Trust Board are not in agreement on the proposed
allowance or disallowance of the intercompany claims or the proposed allocation
of the sales proceeds, the Trustee has authority (i) to either object to such
intercompany claims and/or (ii) to seek Court approval of his recommendations as
to the disallowance of intercompany claims and as to the allocation of the sales
proceeds. Any individual member of the Liquidating Trust Board or any other
creditor may then file an objection any of the Trustee's recommendations. The
Bankruptcy Court will then have jurisdiction to rule on any such dispute.

          (n) Notice of Effective Date. Within five business days of the
Effective Date, the Trustee shall cause notice of the Effective Date to be
delivered to all holders of a Claim, to all parties in interest and to all
parties who have filed an appearance and requested notice.

          (o) Continued Efforts by Key Employees. Mike Donohoe, Chad Frazier and
Rodney Jones, three key employees of the Debtors have provided valuable services
to the Debtors during this Case, the Auction of the Debtors' Assets and the
Confirmation of this Plan. Mike Donohoe, Chad Frazier and Rodney Jones have
agreed to continue to provide valuable services to the Debtors, and,
post-Confirmation, to the Trustee. Post Confirmation, Mike Donohoe, Chad Frazier
and Rodney Jones agree to assist the Trustee with the discharge of the Trustee's
obligations described in this section and throughout the Plan, and shall be
obligated, to assist the Trustee with: (a) the maintenance and safekeeping of
the Debtor's documents and records during the transition of these cases to the
Trustee, (b) the assistance in the Trustee's prosecution of litigation under
Article V(B)(2)(d) and (e) of the Plan, (c) the assistance in the Trustee's
prosecution of Claims Objections under Article V(B)(2)(f) of the Plan or other
Claims allowance matters; and (d) responding to other litigation or requests of
documents or other information. Mike Donohoe, Chad Frazier and Rodney Jones have
agreed to provide this assistance in exchange for the releases and temporary
injunctions provided in Article XIII (B) of the Plan and for the payment of the
remaining forty-five thousand dollars of the $120,000 Stay Put Bonuses provided
to be paid to each of Mike Donohoe, Chad Frazier and Rodney Jones according the
Order Granting Motion for Order Authorizing Debtors to Implement Employee
Retention Plan.

     3.   Compensation

     The Trustee will be entitled to receive compensation for services rendered
in the form of a commission as agreed to by the Trustee, and the Liquidating
Trust Board, subject to approval by the Bankruptcy Court.

     4.   Tax Treatment of the DTVN Liquidating Trust

     The DTVN Liquidating Trust shall be considered a "grantor" trust for
federal income tax purposes, and shall, therefore, not have separate liability
for federal income taxes relating to, or arising from, the conveyance,
operation, or liquidation of Liquidating Trust Assets. However, in accordance
with 26 U.S.C. (S) 6012(b)(3) and the decision of the United States Supreme
Court in Holywell Corp. v Smith, 112 S. Ct. 1021 (1992), the Liquidating Trustee
of the DTVN Liquidating Trust will be required to file the income tax

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returns that the Debtors would have filed if their assets had not been conveyed
to the DTVN Liquidating Trust. Therefore, to the extent that the operation or
liquidation of Trust Assets creates tax liability for the Debtors, the DTVN
Liquidating Trust shall promptly pay such tax liability, and any such payments
shall be considered costs and expenses of operation of the DTVN Liquidating
Trust. The Liquidating Trustee may also reserve a sum sufficient to pay any
accrued or potential tax liability arising out of the operations of the DTVN
Liquidating Trust, if any.

                                   ARTICLE VI
                        TREATMENT OF EXECUTORY CONTRACTS
                              AND UNEXPIRED LEASES

A.   Unexpired Leases and Executory Contracts to Be Assumed and Assigned

     1.   Assumption and Assignment Generally

     On the Effective Date, the Assumed Leases and Contracts will be assumed and
assigned to the Purchaser. Each of the Assumed Leases and Contracts will be
assumed only to the extent that such leases or contracts constitutes an
Unexpired Lease or Executory Contract. Listing a contract or lease will not
constitute an admission by the Debtors that such leases or contracts are an
Unexpired Leases or Executory Contracts or that the Debtors have any liability
thereunder. Each of the Assumed Leases and Contracts will include any
modifications, amendments, supplements, restatements, or other agreements made
directly or indirectly by any agreement, instrument, or other document that in
any manner affects such leases or contracts, irrespective of whether such
agreement, instrument, or other document is listed, unless any such
modification, amendment supplement, restatement, or other agreement is rejected
as set forth herein. The Trustee shall have no liability on account of the
Assumed Leases and Contracts.

     2.   Approval of Assumptions and Assignments

     The Confirmation Order will constitute an order of the Bankruptcy Court
approving the assumption of the Assumed Leases and Contracts and the assignment
of the Assumed Leases and Contracts to the Purchaser, pursuant to section 365 of
the Bankruptcy Code, as of the Effective Date, and determining that all
defaults, if any, under the Assumed Leases and Contracts have been cured.

     3.   Payments Related to the Assumption of Executory Contracts and
          Unexpired Leases

     To the extent that Cure Amount Claims constitute monetary defaults, the
Cure Amount Claims associated with of the Assumed Leases and Contracts will be
satisfied by the Purchaser, pursuant to section 365(b)(1) of the Bankruptcy
Code, (1) by payment of the Cure Amount Claim in cash or (2) on such other terms
as are agreed to by the parties to such Unexpired Leases or Executory Contracts,
as soon as reasonably practicable after the Effective Date.

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B.   Executory Contracts and Unexpired Leases to Be Rejected

     1.   Rejection Generally

     On the Effective Date, each of the Rejected Leases and Contracts shall be
rejected. The Confirmation Order shall constitute an order of the Bankruptcy
Court approving all applicable rejections, as of the Effective Date, and
equipment lessors to leases being rejected will be able to recover their
equipment as soon as reasonably practicable after the Effective Date.

     2.   Bar Date for Rejection Damages

     If the rejection of an such Unexpired Leases or Executory Contracts gives
rise to a Rejection Claim by the other party or parties to such leases or
contracts, such Claim will be forever barred and will not be enforceable, unless
a proof of claim is filed and served on the Trustee, pursuant to the procedures
specified in the Confirmation Order and the notice of the entry of the
Confirmation Order or another order of the Bankruptcy Court, no later than sixty
(60) days after the later of the Effective Date or the date of a Final Order
authorizing the rejection.

                                   ARTICLE VII
                       PROVISIONS GOVERNING DISTRIBUTIONS

A.   Delivery of Distributions

     Except as otherwise provided herein, distributions to holders of Allowed
Claims will be made by the Trustee in currency of the United States by checks
drawn on a domestic bank selected by the Trustee (a) at the addresses set forth
on the respective proofs of claim filed by holders of such Claims; (b) at the
addresses set forth in any written certification of address change delivered to
the Trustee after the date of filing of any related proof of claim; or (c) at
the addresses reflected in the Debtor's Schedules if no proof of claim has been
filed and the Trustee has not received a written notice of a change of address.

B.   Distribution Record Date

     1. The Trustee will have no obligation to recognize the transfer or sale of
any Claims or shares of Existing Common Stock that occur after the close of
business on the Distribution Record Date and will be entitled for all purposes
herein to recognize and make distributions only to those who are holders of such
Claims or Interests as of the close of business on the Distribution Record Date.

     2. Except as otherwise provided in a Final Order of the Bankruptcy Court,
the transferees of Claims that are transferred pursuant to Bankruptcy Rule 3001
on or prior to the Distribution Record Date will be treated as the holders of
such Claims for all purposes, notwithstanding that any period provided by
Bankruptcy Rule 3001 for objecting to such transfer has not expired by the
Distribution Record Date.

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C.   Timing and Calculation of Amounts to Be Distributed

     1.   Generally

     Prior to making any distributions to holders of Allowed General Unsecured
Claims or Allowed Interests, the Trustee may submit to the Bankruptcy a report,
detailing the distributions which the Trustee intends to make, and shall serve
such report on the parties on the then-applicable service list in the Cases. The
Trustee shall be entitled to make such distributions after obtaining approval
from the Bankruptcy Court.

     2.   Distributions to Classes

          a.   Distributions to Class 4 General Unsecured Claims

               i.   Initial Distribution

          The Initial Distribution Date shall occur as soon as reasonable
practicable after the Effective Date. The distribution made on the Initial
Distribution Date shall be such amount, and on such terms, as may be approved by
the Bankruptcy Court. The Trustee may hold back in reserve such sums as he may
deem reasonably necessary, in the exercise of his good faith discretion, to
satisfy the expenses of the Trust, all Disputed Claims, or potentially Disputed
Claims, not previously resolved, and the estimated amount of all other potential
Claims, including Rejection Claims, Contingent Claims, and Unliquidated Claims.

               ii.  Interim Distributions

          Prior to the Final Distribution, the Trustee may make such interim
distributions on the Interim Distribution Dates in such amounts and on such
terms as the Trustee may deem necessary or appropriate, as approved by the
Bankruptcy Court.

               iii. Final Distribution

          After the Trustee has resolved all Disputed Claims, the Trustee shall
make the final distribution to holders of Allowed General Unsecured Claims. On
the Final Distribution Date, the Trustee shall make distributions to holders of
Allowed General Unsecured Claims which have had their Claims Allowed since the
preceding distribution and to holders of Allowed General Unsecured Claims which
previously received distributions. On the Final Distribution Date, each holder
of an Allowed General Unsecured Claim shall receive distributions from the
Distribution Funds, such that each holder of an Allowed General Unsecured Claim
shall have received a Pro Rata portion of the Distribution Funds, up to the
amount of their Allowed Claim.

          b.   Distributions to Class 5 Equity Interests

          In the event that all Allowed Claims in Classes 1, 2, 3, and 4 are
paid in full, including interest, as allowed by the Bankruptcy Court, on the
Final Distribution Date, the Trustee shall distribute all

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remaining Trust Assets to the holders of Allowed Interests, on a Pro Rata basis,
as determined by the Bankruptcy Court.

     3.   De Minimis Distributions

     No cash will be distributed to the holder of an Allowed Claim or Interest
in any Class if the amount of cash to be distributed on account of such Claim or
Interest is less than twenty-five dollars ($25). Any holder of an Allowed Claim
or Interest on account of which the amount of cash to be distributed is less
than twenty-five dollars ($25) will have its Claim or Interest for such
distribution discharged and will be forever barred from asserting any such
Claim.

     4.   Compliance with Tax Requirements

          a. In connection with the Plan, to the extent applicable, the Trustee
     will comply with all tax withholding and reporting requirements imposed on
     it by any governmental unit, and all distributions pursuant to the Plan
     will be subject to such withholding and reporting requirements.

          b. Notwithstanding any other provision of the Plan, each entity
     receiving a distribution of cash or pursuant to the Plan will have sole and
     exclusive responsibility for the satisfaction and payment of any tax
     obligations imposed on it by any governmental unit on account of such
     distribution, including income, withholding, and other tax obligations.

D.   Surrender of Canceled Instruments

     As a condition to receiving any distribution pursuant to the Plan on
account of an Allowed Claim evidenced by notes, contracts, instruments,
securities, or other documentation, the holder of such Claim (or other
appropriate parties which hold such notes, contracts, instruments, securities,
or other documentation on their behalf) must tender the applicable instruments,
securities, or other documentation evidencing such Claim to the Trustee
contemporaneously with the Trustee's making the related distribution. Absent
such surrender, any distributions pursuant to the Plan on account of any such
Claim will be treated as an undeliverable distribution.

     1.   Tender of Notes or other Instruments

          Except as provided herein, each holder of an Allowed Claim evidenced
by any note or other instrument must tender the applicable note or instrument to
the Trustee as promptly as practicable following the Effective Date. The letter
of transmittal will include, among other provisions, customary provisions with
respect to the authority of the holder of the applicable note or instrument to
act and the authenticity of any signatures required thereon. All surrendered
notes and instruments will be marked as canceled and delivered to the Trustee.

     2.   Lost, Stolen, Mutilated, or Destroyed Notes or other Instruments

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          Any holder of notes or other instruments which have been lost, stolen,
mutilated, or destroyed must, in lieu of surrendering such notes or instruments,
deliver to the Trustee: (a) evidence satisfactory to the Trustee of the loss,
theft, mutilation, or destruction and (b) such security or indemnity as may be
required by the Trustee to hold the Trustee harmless from any damages,
liabilities, or costs incurred in treating such individual as a holder of note.
Such holder will, for all purposes under the Plan, be deemed to have surrendered
the applicable note.

E.   Undeliverable Distributions

     1.   Holding of Undeliverable Distributions

          If any distribution to a holder of an Allowed Claim or Interest is
returned to the Trustee as undeliverable, no further distributions will be made
to such holder unless and until the Trustee is notified by written certification
of such holder's then-current address.

     2.   Failure to Claim Undeliverable Distributions

          Any holder of an Allowed Claim or Interest that does not assert a
Claim or Interest pursuant to the Plan for an undeliverable distribution to be
made by the Trustee within one year after the later of (i) the Effective Date
and (ii) the last date on which a distribution was deliverable to such holder
will have its Claim or Interest for such undeliverable distribution discharged
and will be forever barred from asserting any such Claim or Interest. Unclaimed
cash will become property of the Trust, free of any restrictions thereon.
Nothing contained in the Plan will require the Trustee to attempt to locate any
holder of an Allowed Claim or Interest.

F.   Setoffs

     The Trustee may, pursuant to section 553 of the Bankruptcy Code or
applicable nonbankruptcy law, set off against any Allowed Claim and the
distributions to be made pursuant to the Plan on account of such Claim (before
any distribution is made on account of such Claim) the claims, rights, and
causes of action of any nature that may exist against the holder of such Allowed
Claim; provided, however, that neither the failure to effect a setoff nor the
allowance of any Claim hereunder will constitute a waiver or release of any
claims, rights, and causes of action that may exist against a holder of such a
Claim, and that nothing herein shall grant the Trustee any rights released by
the Debtors in the Final Cash Collateral Order, provided however, the Trustee
specifically will retain any rights granted to the Unsecured Creditors Committee
in the Final Cash Collateral Order that are not otherwise already expired or
waived.

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                                  ARTICLE VIII
                    PROCEDURES FOR RESOLVING DISPUTED CLAIMS

A.   Authority to Prosecute Objections to Claims

     After the Effective Date, only the Trustee will have the authority to file,
settle, compromise, withdraw, or litigate to judgment objections to Claims.

B.   Treatment of Disputed Claims

     Notwithstanding any other provisions of the Plan, no payments or
distributions will be made on account of a Disputed Claim until such Claim
becomes an Allowed Claim.

C.   Distributions on Account of Disputed Claims Once Allowed

     On each Interim Distribution Date, the Trustee will make distributions on
account of any Disputed Claim but only to the extent of the portion that has
become an Allowed Claim since the preceding distribution. Such distributions
will be made pursuant to the provisions of the Plan governing the applicable
Class.

D.   Procedure for Resolution of Disputed Claims.

     The  procedures  set forth below shall apply to the  allowance  of Disputed
     Claims:

     1.   Allowance of Disputed Claims or Interests.

          This section shall apply to all Disputed Claims or Interests. Nothing
contained in the Plan, Disclosure Statement, or Confirmation Order shall change,
waive or alter any requirement under applicable law that the holder of a
Disputed Claim must file a timely proof of claim by the applicable Bar Date, and
the Claim of any such Disputed Creditor who is required to file a proof of claim
and fails to do so shall be discharged and shall receive no distribution through
the Plan. Disputed Claims shall each be determined separately, except as
otherwise ordered by the Bankruptcy Court. The Trustee shall retain all rights
of removal to federal court as to any Disputed Claim.

     2.   Determination of Disputed Claims.

          All Disputed Claims or Interests shall be liquidated or determined as
follows:

     (a) Application of Adversary Proceeding Rules. Unless otherwise ordered by
the Bankruptcy Court, any contested proceeding for any objection to a Disputed
Claim or Interest shall be governed by Bankruptcy Rule 9014 of the Rules of
Bankruptcy Procedure. The Trustee, may at his election, make and pursue any
objection to a Claim in the form of an adversary proceeding.

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     (b) Scheduling Order. Unless otherwise ordered by the Bankruptcy Court, or
if the objection is pursued as an adversary proceeding, a scheduling order shall
be entered as to each objection to a Disputed Claim or Interest. The Trustee
shall tender a proposed scheduling order with each objection and include a
request for a scheduling conference for the entry of a scheduling order. The
scheduling order may include (i) discovery cut-off, (ii) deadlines to amend
pleadings, (iii) deadlines for designation of and objections to experts, (iv)
deadlines to exchange exhibit and witness lists and for objections to the same,
and (v) such other matters as may be appropriate.

     (c) Mediation. The Bankruptcy Court may order the parties to engage in
settlement meetings or mediate in connection with any objection to a Claim. The
Trustee may include a request for mediation or settlement meetings, in his
objection, and request that the Bankruptcy Court require mediation as a part of
the scheduling order.

     (d) Estimation. The Trustee may seek estimation of any Disputed Claim
pursuant to (S) 502(c) of the Bankruptcy Code. The Trustee may propose
procedures for the estimation of Disputed Claims, either generally or on an
individual basis.

     (e) Defense under (S) 502(d). The Trustee may object to any Claim on the
basis of (S) 502(d) of the Bankruptcy Code. This shall include objecting to any
Claim listed in the Schedules as undisputed, the holder of which has received a
transfer voidable under chapter 5 of the Bankruptcy Code. At the Trustee's
option, such objection may be commenced as a contested proceeding or as an
adversary proceeding.

                                   ARTICLE IX
                      CONDITIONS PRECEDENT TO CONFIRMATION
                          AND CONSUMMATION OF THE PLAN

A.   Conditions to Confirmation

     The Bankruptcy Court will not enter the Confirmation Order unless and until
the Confirmation Order will be acceptable in form and substance to the Debtors,
the Creditors Committee, and the Purchaser.

B.   Conditions to the Effective Date

     The Effective Date will not occur and the Plan will not be consummated
unless and until each of the following conditions have been satisfied or duly
waived:

     1. The transactions under the APA shall have been consummated, and

     2. The Trust shall have been formed, and the Trustee shall have been
appointed.

C.   Waiver of Conditions to the Confirmation or Effective Date

     The conditions to Confirmation or the Effective Date maybe waived in whole
or part by the Debtors at any time without an order of the Bankruptcy Court on
consent of the Creditors Committee.

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D.   Effect of Nonoccurrence of Conditions to the Effective Date

     If each of the conditions to the Effective Date is not satisfied or duly
waived, then upon motion by the Debtors made before the time that each of such
conditions has been satisfied or duly waived and upon notice to such parties in
interest as the Bankruptcy Court may direct, the Confirmation Order will be
vacated by the Bankruptcy Court; provided, however, that, notwithstanding the
filing of such motion, the Confirmation Order may not be vacated if each of the
conditions to the Effective Date is either satisfied or duly waived before the
Bankruptcy Court enters a Final Order granting such motion. If the Confirmation
Order is vacated (1) the Plan will be null and void in all respects, including
with respect to: (a) the discharge of Claims and termination of Interests
pursuant to section 1141 of the Bankruptcy Code; (b) the assumptions,
assignments, or rejections of Unexpired Leases and Executory Contracts; and (2)
nothing contained in the Plan will: (a) constitute a waiver or release of any
Claims by or against, or any Interest in, the Debtors; or (b) prejudice in any
manner the rights of the Debtors or any other party in interest.

                                    ARTICLE X
                                    CRAMDOWN

     The Debtors request Confirmation under section 1129(b) of the Bankruptcy
Code with respect to any impaired Class that does not accept the Plan pursuant
to section 1126 of the Bankruptcy Code. The Debtors reserve the right to modify
the Plan to the extent, if any, that Confirmation pursuant to section 1129(b) of
the Bankruptcy Code requires modification.

                                   ARTICLE XI
                     DISCHARGE, TERMINATION, AND INJUNCTION

A.   Discharge of Claims and Termination of Interests

     1. Except as provided in the Plan or in the Confirmation Order, the rights
afforded under the Plan and the treatment of Claims and Interests under the Plan
will be in exchange for and in complete satisfaction, discharge and release of
all Claims and termination of all Interests arising on or before the Effective
Date, including any interest accrued on Claims from the Petition Date, provided,
however, that nothing in the Plan shall discharge the obligations of the Debtors
to the Operating Telephone Subsidiaries of Verizon Communications, Inc.
(hereinafter "Verizon")/2/. Except as provided in the Plan or in the
Confirmation Order, Confirmation will, as of the Effective Date and immediately
after cancellation of the Interests in and the Existing Common Stock: (a)
discharge the Debtors from all Claims or other debts that arose on or before the
Effective Date and all debts of the kind specified in section 502(g), 502(h) or
502(i) of the Bankruptcy Code, whether or not (i) a proof of Claim based on such
debt is Filed or deemed Filed pursuant to section 501 of the Bankruptcy Code,
(ii) a Claim based on such debt is allowed pursuant to

- ----------
/2/  The operating telephone company subsidiaries of Verizon Communications,
     Inc. include, without limitation, Verizon North, Inc., Verizon South, Inc.
     Verizon Northwest, Inc., GTE Arkansas Inc. d/b/a Verizon Arkansas, GTE
     Midwest Inc. d/b/a Verizon Midwest, GTE Southwest Inc. d/b/a/ Verizon
     Southwest, Verizon California Inc., Verizon Delaware, Inc, Verizon Florida,
     Inc. Verizon Hawaii, Inc. Verizon Maryland, Inc. Verizon New England,
     Verizon New Jersey, Inc., Verizon New York., Verizon Pennsylvania, Inc.,
     Verizon Virginia, Inc., Verizon Washington, DC Inc., and Verizon West
     Virginia, Inc.

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section 502 of the Bankruptcy Code or (iii) the holder of a Claim based on such
debt has accepted the Plan; and (b) terminate all Interests and other rights of
equity security holders in the Debtors, provided, however, that nothing in the
Plan shall discharge the obligations of the Debtors to Verizon.

     2. In accordance with the foregoing, except as provided in the Plan or the
Confirmation Order, the Confirmation Order will be a judicial determination, as
of the Effective Date and immediately after the cancellation of the Existing
Common Stock, of a discharge of all Claims and other debts and liabilities
against the Debtors and a termination of all Interests and other rights of
equity security holders in the Debtors, pursuant to sections 524 and 1141 of the
Bankruptcy Code, and such discharge will void any judgment obtained against a
Debtor at any time, to the extent that such judgment relates to a discharged
Claim or terminated Interest, provided, however, that nothing in the Plan shall
discharge the obligations of the Debtor to Verizon..

B.   Injunctions

     1. Except as provided in the Plan or the Confirmation Order, as of the
Effective Date, all entities that have held, currently hold, or may hold a Claim
or other debt or liability that is discharged or an Interest or other right of
an equity security holder that is terminated pursuant to the terms of the Plan
will be permanently enjoined from taking any of the following actions on account
of any such discharged Claims, debts, or liabilities or terminated Interests or
rights: (a) commencing or continuing in any manner any action or other
proceeding against the Debtors, the Trust, the Trustee, or their respective
property, other than to enforce any right pursuant to the Plan to a
distribution; (b) enforcing, attaching, collecting, or recovering in any manner
any judgment, award, decree or order against the Debtors or their respective
property other than as permitted herein; (c) creating, perfecting, or enforcing
any lien or encumbrance against the Debtors, the Trust, the Trustee, their
respective property, or the Assets; (d) asserting a setoff, right of
subrogation, or recoupment of any kind against any debt, liability, or
obligation due to the Debtors, the Trust, or the Trustee; and (e) commencing or
continuing any action, in any manner, in any place that does not comply with or
is inconsistent with the provisions of the Plan.

     2. As of the Effective Date, all entities that have held, currently hold,
or may hold any Claims, obligations, suits, judgments, damages, demands, debts,
rights, causes of action, or liabilities that are released pursuant to Article
XIII.B of the Plan will be temporarily enjoined, pursuant to Section 105 of the
Code, from taking any of the following actions against any released entity or
its property under Article XIII.B. of the Plan on account of such released
claims, obligations, suits, judgments, damages, demands, debts, rights, causes
of action or liabilities: (a) commencing or continuing in any manner any action
or other proceeding; (b) enforcing, attaching, collecting, or recovering in any
manner any judgment, award, decree, or order; (c) creating, perfecting, or
enforcing any lien or encumbrance; (d) asserting a setoff, right of subrogation,
or recoupment of any kind against any debt, liability, or obligation due to any
released entity; and (e) commencing or continuing any action, in any manner, in
any place that does not comply with or is inconsistent with the provisions of
the Plan. Said injunction will remain in effect only for so long as the Debtors
and Liquidating Trust comply with the terms of the Plan. Any violation of the
Plan by the Debtors or Liquidating Trust that remains uncured for thirty (30)
days after receipt by the Debtors or the Liquidating Trust of written notice
from any party affected by such violation, shall automatically and without order
of the

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Court result in the dissolution of the injunction granted hereunder.
Notwithstanding the foregoing, the temporary injunction shall dissolve no later
than the time of dissolution of the Liquidating Trust. Additionally, nothing in
this paragraph shall act to enjoin Verizon from pursuing its rights against the
Debtors.

     3. By accepting distributions pursuant to the Plan, each holder of an
Allowed Claim or Allowed Interest receiving distributions pursuant to the Plan
will be deemed to have specifically consented to the injunctions set forth
herein.

C.   Vesting

     On the Effective Date, the Purchased Assets shall vest in the Purchaser,
free and clear of all liens, claims, and encumbrances, and the Trust Assets
shall vest in the Trust free and clear of all liens, claims, and encumbrances.

                                   ARTICLE XII
                            RETENTION OF JURISDICTION

     Notwithstanding the entry of the Confirmation Order and the occurrence of
the Effective Date, the Bankruptcy Court will retain jurisdiction over the Cases
after the Effective Date as is legally permissible, including jurisdiction to:

     1. Allow, disallow, determine, liquidate, classify, estimate, or establish
the priority or secured or unsecured status of any Claim or Interest, including
the resolution of any request for payment of any Administrative Claim, the
resolution of any objections to the allowance, priority, or classification of
Claims or Interests, and the estimation of any Disputed Claim in accordance with
section 502(c) of the Bankruptcy Code;

     2. Grant or deny any applications for allowance of compensation or
reimbursement of expenses of professionals authorized pursuant to the Bankruptcy
Code or the Plan for periods ending on or before the Effective Date;

     3. Resolve any matters related to the assumption, assumption and
assignment, or rejection of any Unexpired Lease or Executory Contract to which
any Debtor is a party and to hear, determine, and, if necessary, liquidate any
Claims arising therefrom, including any Cure Amount Claims;

     4. Ensure that distributions to holders of Allowed Claims and Allowed
Interests are accomplished pursuant to the provisions of the Plan;

     5. Decide or resolve any motions, adversary proceedings, contested, or
litigated matters and any other matters, including without limitation, all
avoidance actions and potential causes of action referenced in this Disclosure
Statement, and grant or deny any applications involving the Debtors that may be
pending on the Effective Date or brought thereafter;

JOINT PLAN OF REORGANIZATION OF DATAVON, INC.,
DTVN HOLDINGS, INC., ZYDECO EXPLORATION, INC.
AND VIDEO INTELLIGENCE, INC. - Page 27



     6. Enter such orders as may be necessary or appropriate to implement or
consummate the provisions of the Plan and all contracts, instruments, releases,
and other agreements or documents entered into or delivered in connection with
the Plan, the Disclosure Statement, or the Confirmation Order;

     7. Resolve any cases, controversies, suits, or disputes that may arise in
connection with or the consummation, interpretation, or enforcement of the Plan
or any contract, instrument, release, or other agreement or document that is
entered into or delivered pursuant to the Plan or any entity's rights arising
from or obligations incurred in connection with the Plan or such documents,
including, but not limited to Chapter 5 Actions;

     8. Modify the Plan before or after the Effective Date pursuant to section
1127 of the Bankruptcy Code; modify the Disclosure Statement, the Confirmation
Order, or any contract, instrument, release, or other agreement or document
entered into or delivered in connection with the Plan, the Disclosure Statement,
or the Confirmation Order; or remedy any defect or omission or reconcile any
inconsistency in any Bankruptcy Court order, the Plan, the Disclosure Statement,
the Confirmation Order, or any contract, instrument, release, or other agreement
or document entered into, delivered, or created in connection with the Plan, the
Disclosure Statement, or the Confirmation Order, in such manner as may be
necessary or appropriate to consummate the Plan;

     9. Issue injunctions, enforce the injunctions contained in the Plan and the
Confirmation Order, enter and implement other orders or take such other actions
as may be necessary or appropriate to restrain interference by any entity with
consummation, implementation, or enforcement of the Plan or the Confirmation
Order;

     10. Enter and implement such orders as are necessary or appropriate if the
Confirmation Order is for any reason or in any respect modified, stayed,
reversed, revoked, or vacated or distributions pursuant to the Plan are enjoined
or stayed;

     11. Determine any other matters that may arise in connection with or relate
to the Plan, the Disclosure Statement, the Confirmation Order, or any contract,
instrument, release, or other agreement or document entered into or delivered in
connection with the Plan, the Disclosure Statement, or the Confirmation Order;

     12. Enter final decrees closing the Cases upon request; and

     13. Determine matters concerning state, local, and federal taxes in
accordance with sections 346, 505, and 1146 of the Bankruptcy Code, including
any Disputed Claims for taxes.

                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

A.   Dissolution of the Creditors Committee

JOINT PLAN OF REORGANIZATION OF DATAVON, INC.,
DTVN HOLDINGS, INC., ZYDECO EXPLORATION, INC.
AND VIDEO INTELLIGENCE, INC. - Page 28



     On the Effective Date, the Creditors Committee will dissolve and the
members of the Creditors Committee will be released and discharged from all
duties and obligations arising from or related to the Cases. The Professionals
retained by the Creditors Committee and the members thereof will not be entitled
to assert any Claim for any services rendered or expenses incurred after the
Effective Date, except for services rendered and expenses incurred in connection
with any applications for allowance of compensation and reimbursement of
expenses pending on the Effective Date or filed and served after the Effective
Date and in connection with any appeal of the Confirmation Order.

B.   Limitation of Liability

     The Debtors, the Trustee, and their respective current directors (other
than insiders of Transcom), current officers (other than insiders of Transcom),
employees, and Professionals, acting in such capacity, the Creditors Committee
and its members and professionals, and the Bid Selection Committee will neither
have nor incur any liability to any entity or person for any act taken or
omitted to be taken in connection with or related to the formulation,
preparation, dissemination, implementation, confirmation, or consummation of the
Plan, the Disclosure Statement, or any contract, assignment, release, or other
agreement or document created or entered into, or any other act taken or omitted
to be taken, in connection with the Plan, or with respect to any act taken or
omitted in connection with or related to the Cases; provided, however, that the
foregoing provisions will have no effect on: (1) the liability of any entity
that would otherwise result from the failure to perform or pay (i) any
obligation or liability under the Plan, (ii) any contract, guaranty, instrument,
release, or other agreement or document presently existing, (iii) or any other
agreement or document to be entered into or delivered in connection with the
Plan, or (2) the liability of any entity that would otherwise result from any
such act or omission to the extent that such act or omission is determined in a
Final Order to have constituted gross negligence or willful misconduct. Nothing
herein shall limit any liability of any director, officer, or employee that is
(a) not currently employed by, or a director or officer of, the Debtors, or (b)
is currently an employee, officer or director of Transcom, may have to any
entity for any act taken or omitted to be taken prior to or after the Petition
Date. Provided however, that nothing in this paragraph shall effect or release
any rights of Verizon.

C.   Modification of the Plan

     Subject to the restrictions on modifications set forth in section 1127 of
the Bankruptcy Code, upon prior written notice to the Creditors Committee and
the Purchaser, the Debtors reserve the right to alter, amend, or modify the
Plan.

D.   Revocation of the Plan

     The Debtors reserve the right to revoke or withdraw the Plan as to any or
all of the Debtors prior to the Confirmation Date. If the Debtors revoke or
withdraw the Plan as to any or all of the Debtors, or if Confirmation as to any
or all of the Debtors does not occur, then, with respect to such Debtors, the
Plan will be null and void in all respects, and nothing contained in the Plan
will: (1) constitute a waiver or release of any Claims by or against, or any
Interests in, such Debtors or (2) prejudice in any manner the rights of any
Debtors or any other party.

JOINT PLAN OF REORGANIZATION OF DATAVON, INC.,
DTVN HOLDINGS, INC., ZYDECO EXPLORATION, INC.
AND VIDEO INTELLIGENCE, INC. - Page 29



E.   Severability of Plan Provisions

     If, prior to Confirmation, any term or provision of the Plan is held by the
Bankruptcy Court to be invalid, void or unenforceable, the Bankruptcy Court will
have the power to alter and interpret such term or provision to make it valid or
enforceable to the maximum extent practicable, consistent with the original
purpose of the term or provision held to be invalid, void, or unenforceable, and
such term or provision then will be applicable as altered or interpreted;
provided that any such alteration or interpretation must be in form and
substance acceptable to the Debtors. Notwithstanding any such holding,
alteration, or interpretation, the remainder of the terms and provisions of the
Plan will remain in full force and effect and will in no way be affected,
impaired or invalidated by such holding, alteration or interpretation. The
Confirmation Order will constitute a judicial determination and will provide
that each term and provision of the Plan, as it may have been altered or
interpreted in accordance with the foregoing, is valid and enforceable pursuant
to its terms.

F.   Successors and Assigns

     The rights, benefits, and obligations of any entity named or referred to in
the Plan will be binding on, and will inure to the benefit of, any heir,
executor, administrator, successor, or assign of such entity.

G.   Service of Documents

     Any pleading, notice, or other document required by the Plan or
Confirmation Order to be served on or delivered to the Debtors must be sent by
overnight delivery service, facsimile transmission, service or messenger to:

          If to the Debtors:
               Hughes & Luce LLP
               1717 Main St., Suite 2800
               Dallas, TX 75201
               (214) 939-5500 - Telephone
               (214) 939-6100 - Facsimile
               Attn: Jeffrey R. Fine, Esq.

          If to the Committee:
               Michelle Shriro
               900 E. Jackson, Suite 120
               Dallas, TX 75202

          If to the Trustee:

               ---------------------------
               [address]

JOINT PLAN OF REORGANIZATION OF DATAVON, INC.,
DTVN HOLDINGS, INC., ZYDECO EXPLORATION, INC.
AND VIDEO INTELLIGENCE, INC. - Page 30



                                                 DATAVON, INC.


                                                 /s/ Britt Birdwell
                                                 -------------------------------
                                                 BRITT BIRDWELL
                                                 President


                                                 DTVN HOLDING, INC.


                                                 /s/ Scott Birdwell
                                                 -------------------------------
                                                 SCOTT BIRDWELL
                                                 Chief Executive Officer


                                                 VIDEO INTELLIGENCE, INC.


                                                 /s/ Britt Birdwell
                                                 -------------------------------
                                                 BRITT BIRDWELL
                                                 President


                                                 ZYDECO EXPLORATION, INC.


                                                 /s/ Britt Birdwell
                                                 -------------------------------
                                                 BRITT BIRDWELL
                                                 President

JOINT PLAN OF REORGANIZATION OF DATAVON, INC.,
DTVN HOLDINGS, INC., ZYDECO EXPLORATION, INC.
AND VIDEO INTELLIGENCE, INC. - Page 31



                                        HUGHES & LUCE, L.L.P.


                                        By: /s/ Jeffrey R. Fine
                                            ------------------------------------
                                            Jeffrey R. Fine
                                            State Bar No. 07008410
                                            Matthew J. Cleaves
                                            State Bar No. 24004442

                                        1717 Main Street, Suite 2800
                                        Dallas, Texas 75201
                                        Telephone: (214) 939-5500
                                        Telecopy:  (214) 939-5849

                                        ATTORNEYS FOR THE DEBTORS AND DEBTORS IN
                                        POSSESSION

JOINT PLAN OF REORGANIZATION OF DATAVON, INC.,
DTVN HOLDINGS, INC., ZYDECO EXPLORATION, INC.
AND VIDEO INTELLIGENCE, INC. - Page 32



                           EXHIBIT 1 TO THE JOINT PLAN

                                 TRUST AGREEMENT

     This TRUST AGREEMENT ("Agreement"), effective as of the   th day of June,
                                                             --
2003, by and between the Estates of DataVoN, Inc., DTVN Holdings, Inc., Zydeco
Exploration, Inc. and Video Intelligence, Inc. (collectively, the "Debtors"),
and Dan B. Lain, individually (the "Trustee").

     WHEREAS, on or about September 30 and October 1, 2002, the Debtors filed
their respective voluntary petitions for relief under chapter 11 of title 11 of
the United States Code, initiating bankruptcy cases, now jointly administered
under case no. 02-38600-SAF-11 (the "Case") in the United States Bankruptcy
Court for the Northern District of Texas, Dallas Division (the "Bankruptcy
Court"); and

     WHEREAS, the Bankruptcy Court entered an Order in the Case on June   ,
                                                                        --
2003, confirming the Joint Plan of Reorganization of DataVoN, Inc., DTVN
Holdings, Inc., Zydeco Exploration, Inc. and Video Intelligence, Inc. (the
"Plan") /17/; and

     WHEREAS, the Plan provides for (i) the transfer of the Cash Proceeds (as
defined in the Plan) and the Remaining Assets (as defined in the Plan)
(collectively, the "Trust Assets") to the Trust (the "Trust"), a newly created
liquidating trust, (ii) the management, safekeeping, and orderly liquidation of
the Trust Assets by the Trustee, (iii) the distribution to the Trust's creditors
and other beneficiaries of the Trust (including, but not limited to, holders of
Allowed Claims and Allowed Interests of the Debtors) of the net proceeds from
the sale, lease, or other disposition of all or part of the Trust Assets, and
(iv) the ultimate distribution of any remaining proceeds (or, if such assets
cannot be sold, the distribution thereof) to the creditors and other
beneficiaries of the Trust (including, but not limited to, holders of Allowed
Claims and Allowed Interests of the Debtors) in accordance with the Plan upon
termination of the Trust;

     NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, and in order to comply with the terms and conditions of the
Plan, the parties hereto do hereby agree as follows:

- ----------
/17/ All capitalized terms that are not defined herein shall have the meanings
     set forth in the Plan.

PAGE 33



                                       I.

                              CREATION OF THE TRUST

     1.01 Purpose of Trust. The Debtors, in compliance with the Plan, hereby
constitute and create the Trust for the primary purpose of liquidating the Trust
Assets in an orderly fashion; distributing the net proceeds from the sale,
lease, or other disposition of the Trust Assets; and the ultimate distribution
of any remaining unsold Trust Assets upon termination of the Trust as provided
herein and in the Plan. The only activities of the Trust shall be those
reasonably necessary to, and consistent with the accomplishment of, such
purposes, and the Trust shall have no objective to continue or engage in the
conduct of a trade or business.

     1.02 Appointment of and Acceptance by Trustee. To accomplish the purposes
of the Trust and pursuant to the Plan, the Debtors do hereby name, constitute
and appoint Dan B. Lain as Trustee to act, hold, administer and liquidate the
Trust Assets as set forth in this Agreement and the Plan effective as of the
Effective Date. The Trustee shall be "disinterested," as such term is defined in
the Bankruptcy Code. Any counsel retained by the Trustee shall be similarly
disinterested with respect to any matter undertaken by such counsel, and it is
expressly understood that any Professionals that have represented the Creditors
Committee shall be deemed to satisfy the requirement of being disinterested. The
Trustee shall not have any rights or powers under this Trust Agreement and no
action can be taken hereunder (1) until the Trustee has been duly appointed,
unless otherwise specifically ordered by the Bankruptcy Court and (2) the
Trustee is willing and does hereby accept the appointment to serve as Trustee,
and to act, hold, administer, and liquidate the Trust Assets pursuant to the
terms of this Agreement and the Plan.

     1.03. Name of Trust. The Trust established hereby shall bear the name "DTVN
Liquidating Trust."

     1.04 Transfer of Trust Assets to Trust. The Debtors, in accordance with the
Plan, hereby grant, release, transfer, assign, convey, and deliver the Trust
Assets (together with all other assets that may become part of the Trust Assets
pursuant to the Plan), to the Trust, to be held, maintained, and liquidated with
the net proceeds thereof distributed to the Trust creditors and beneficiaries
other beneficiaries of the Trust (including, but not limited to, holders of
Allowed Claims and Allowed Interests of the Debtors), as specified herein and in
the Plan and,

PAGE 34



upon termination of the Trust, any remaining unsold Trust Assets to be
distributed as set forth herein and in the Plan. The Trustee shall have the
right to assert any right, defense, or claim pursuant to the Plan, Confirmation
Order or applicable provisions of the Bankruptcy Code.

                                       II.
                      RIGHTS, POWERS AND DUTIES OF TRUSTEE

     2.01 Maintenance, Safekeeping and Liquidation of Trust Assets. Subject to
the provisions of this Agreement and of the Plan, the Trustee shall take
possession and charge of the Trust Assets and shall endeavor to conserve,
protect, collect, and liquidate or otherwise convert into cash all assets that
constitute part of the Trust Assets and all other property incidental thereto
that may hereafter be acquired by the Trust from time to time under this
Agreement or under the Plan. Subject to the terms of the Plan, the Trustee may
exercise all powers allowed under the Texas Trust Act.

     To the end of accomplishing the purposes of this Agreement, the Trustee
shall have the full right, power, and discretion to manage the affairs of the
Trust including, but not limited to, having authority to consummate the sales of
Trust Assets under terms and conditions negotiated and agreed upon, but in all
other respects under such terms and conditions as the Trustee, in his or her
sole discretion, shall deem appropriate to carry out the purposes of the Trust,
as set forth in the Plan. Subject to the foregoing, the Trustee shall have the
right and power to enter into any contracts or agreements binding the Trust
(including contracts that extend beyond the Termination Date) and to execute,
acknowledge, and deliver any and all instruments that are necessary, required or
deemed by the Trustee to be advisable in connection with the performance of his
or her duties hereunder subject to the terms and conditions of the Plan and
herein. The Trustee shall have power to prosecute, in the name of the Trust, the
Debtors, or otherwise, all such suits as may be necessary, appropriate or
incident to the purposes hereof, as set forth in the Plan. Additionally, the
Trustee shall have the power to (i) do all acts contemplated in this Agreement
or by the Plan to be done by the Trustee and (ii) do all other acts that may be
necessary or appropriate for the final liquidation and distribution of the Trust
Assets, as set forth in the Plan. The Trustee is authorized to take all
necessary actions required in the ordinary course of liquidating the Trust
Assets.

PAGE 35



     The investment powers of the Trustee, other than those reasonably necessary
to maintain the value of the assets and to further the liquidating purpose of
the Trust, are limited to powers to invest in demand and time deposits, such as
short-term certificates of deposit, in banks or other savings institutions, or
other temporary, liquid investments, such as Treasury bills. Furthermore, the
Trust may not receive or retain cash or cash equivalents in excess of a
reasonable amount to meet claims and contingent liabilities or to maintain the
value of the assets during liquidation.

     The Trust must distribute at least annually to the beneficiaries of the
Trust, the Trust's net income plus all net proceeds from the sale of assets,
except that the Trust may retain an amount of net proceeds or net income
reasonably necessary to maintain the value of its assets or to meet claims and
contingent liabilities (including disputed claims).

     2.02 Taxes. The DTVN Liquidating Trust shall be considered a "grantor"
trust for federal income tax purposes, and shall, therefore, not have separate
liability for federal income taxes relating to, or arising from, the conveyance,
operation, or liquidation of Liquidating Trust Assets. However, in accordance
with 26 USC (S) 6012(b)(3) and the decision of the United States Supreme Court
in Holywell Corp. v Smith, 112 S. Ct. 1021 (1992), the Liquidating Trustee of
the DTVN Liquidating Trust will be required to file the income tax returns that
the Debtors would have filed if their assets had not been conveyed to the DTVN
Liquidating Trust. Therefore, to the extent that the operation or liquidation of
Trust Assets creates tax liability for the Debtors, the DTVN Liquidating Trust
shall promptly pay such tax liability, and any such payments shall be considered
costs and expenses of operation of the DTVN Liquidating Trust. The Liquidating
Trustee may also reserve a sum sufficient to pay any accrued or potential tax
liability arising out of the operations of the DTVN Liquidating Trust, if any.

     2.03 Liability of Trustee.

     (a) Limitation of Liability of Trustee. Except in the case of fraud,
willful misconduct, or gross negligence, the Trustee and the Liquidating Trust
Board shall not be liable for any loss or damage by reason of any action taken
or omitted by them pursuant to the discretion, powers, and authority conferred
on them by this Agreement. The Trustee and the Liquidating Trust Board shall be
entitled to exercise good faith business judgment in the administration of the
Trust

PAGE 36



and shall never have any liability to any person for the exercise of his good
faith business judgment.

     (b) No Liability for Acts of Predecessors. No successor Trustee shall be in
any way responsible for the acts or omissions of any Trustee in office prior to
the date on which he or she becomes a Trustee, unless a successor Trustee
expressly assumes such responsibility.

     (c) Reliance by Trustee on Documents or Advice of Counsel. Except as
otherwise provided herein, the Trustee may rely and shall be protected in acting
upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, or other paper or document believed by him or
her to be genuine and have been signed or presented by the proper party or
parties. The Trustee may also engage and consult with legal counsel selected by
him or her and shall not be liable for any action taken or suffered by him or in
reliance upon the advice of such counsel.

     (d) No Personal Obligation for Trust Liabilities. Persons dealing with the
Trustee shall look only to the Trust Assets to satisfy any liability incurred by
the Trustee to such person in carrying out the terms of this Trust, and the
Trustee shall have no personal, individual obligation to satisfy any such
liability.

     2.04 Bond Requirements and Exercise of Powers. The Trustee shall be
required to furnish a bond on such terms and in such amount as approved by the
Bankruptcy Court.

     2.05 Selection of Agents. The Trustee may select and employ brokers, banks,
custodians, investment advisors, attorneys (including attorneys to prosecute
causes of action on behalf of the Trust), accountants, auditors, and other
agents and may delegate to any agent so selected any of the powers conferred
upon the Trustee by the provisions of this Agreement or the Plan for such
periods of time as the Trustee shall reasonably determine. The Trustee may
employ as a consultant to him or her in his administration of the Trust any
person or persons having particular knowledge of the Trust Assets. The salaries,
fees, and expenses of such agents or consultants may be paid out of the Trust
Assets. The Trustee shall not be liable for any loss to the Trust or any person
interested therein by reason of any mistake or default of any such agent or
consultant as shall be selected and retained in good faith and without gross
negligence.

PAGE 37



     2.06 Depositories. The Trustee may deposit the Trust Assets at such
federally insured banks, in the types of accounts, as the Trustee may, in his or
her sole discretion, select but shall not otherwise invest the Trust Assets.

     2.07 Reporting Duties. Forty-five (45) days after the end of each calendar
quarter of the Trust and forty-five (45) days after termination of the Trust,
the Trustee shall file with the Bankruptcy Court an unaudited written report and
account showing (i) the assets and liabilities of the Trust at the end of such
quarter or upon termination, (ii) any changes in the Trust Assets that have not
previously been reported, and (iii) any material action taken by the Trustee in
the performance of his or her duties under the Trust and under the Plan which
has not been previously reported. The Trustee may also provide each of the
Trust's creditors and beneficiaries such interim oral reports of the assets,
liabilities, cash flow, cash distributions, and reserves of the Trust, as any of
them may reasonably request.

     2.08 Trustee's Compensation. [To be added prior to confirmation.] The
Trustee shall be entitled to receive compensation for services rendered in the
performance of his duties as Trustee in the form of an hourly fee, at a rate
commensurate with the standard hourly billing rate charged by the Trustee, as it
may exist from time to time, which currently is $295 per hour. The Trustee shall
also be entitled to reimbursement of reasonable and necessary out-of-pocket
costs incurred in connection with the performance of his duties as Trustee of
the DTVN Liquidating Trust. The Trustee may also retain professionals, including
the Trustee's accounting firm, to effectively administer the Trust on terms
negotiated by the Trustee, and approved by the Trust Board, provided such
compensation arrangements are no more favorable than such professionals
typically charge for their services in unrelated cases. The Trustee and all of
the professionals that he has engaged shall follow the fee guidelines for the
Northern District of Texas as they have been implemented in these bankruptcy
proceedings (payment of 80% of fees and 100% of expenses upon expiration of
fifteen days without objection after the mailing of such fee statements to the
Liquidating Trust Board and the Trustee) If any member of the Trust Board
objects the payment of any invoice within the fifteen (15) day period, payment
shall not be made on the disputed portion until the objection is resolved, or on
a vote of the majority of the Trust Board. All such professionals shall file fee
applications with the Bankruptcy Court to be noticed for hearing to all parties
on the Master Service List filed by the Debtors on or after April 1, 2003.

PAGE 38



Compensation and reimbursement of the Trustee will be reviewed by the Bankruptcy
Court post-confirmation,. Any successor Trustee shall be compensated at the same
manner as the initial trustee.

     2.09 Trust Implementation. On the Effective Date, the Trust shall be
established and become effective. Title shall automatically vest under the Plan,
but to the extent necessary, the Debtors shall execute any documents or other
instruments as may be necessary to cause title to the Trust Assets to be
transferred to the Trust. Title to the Trust Assets shall nevertheless
automatically vest in the Trustee on the day after the Effective Date.

     On the Effective Date, the Liquidating Trust Board (the "Trust Board") will
be established that shall consist of the members of the Creditors' Committee who
wish to serve on the Board along with a representative of Focal Communications
but only if Focal has a claim on the Effective Date. The Trust Board operating
by the majority vote shall have the power to direct the activities of the
Trustee. In particular, and not by way of limitation, the Trust Board shall have
the power to (a) review and approve the payment of all professional fees and
expenses prior to payment thereof by the Trustee, and (b) review and approve any
settlements proposed by the Trustee involving litigation claims which seek
recovery in excess of $25,000. The Trust Board may operate with as few as two
(2) members. In the event that two (2) members of the Creditors' Committee are
unable or unwilling to serve as members of the Trust Board, then the Trustee may
appoint any replacements for such members, first from the list of any alternate
designees filed with and approved by the Bankruptcy Court.

     2.10 Conflicting Claims. In the event the Trustee becomes aware of any
disagreement or conflicting claims with respect to the Trust Assets, or if the
Trustee in good faith is in doubt as to any action which should be taken under
this Agreement, the Trustee shall have the absolute right at his election to do
any or all of the following:

     (a) To the extent of such disagreement or conflict, or to the extent deemed
by him to be necessary or appropriate in the light of such disagreement or
conflict, withhold or stop all further performance under this Agreement (save
and except the safekeeping of the Trust Assets) until the Trustee is satisfied
and such disagreement or conflicting claims have been fully and finally
resolved;

PAGE 39



     (b) File a suit in interpleader or in the nature of interpleader in the
Bankruptcy Court or other court then having jurisdiction and obtain an order
requiring all persons and parties involved to litigate their respective claims
arising out of or in connection with this Agreement; or

     (c) File any other appropriate motion for relief in the Bankruptcy Court or
other court then having jurisdiction.

     2.11 Bankruptcy Court Jurisdiction. The Trustee shall be entitled to the
benefit of all jurisdiction retained by the Bankruptcy Court pursuant to Article
XIII of the Plan. Without limiting the foregoing, this shall include without
limitation:

     (a) any order or other relief implementing, construing, or applying the
Plan, Confirmation Order, or the Trust relating to any right, power, or duty of
the Trustee; and

     (b) any orders, writ, or other process necessary or appropriate to the
performance, implementation, consummation or construction of the Plan or the
Trust.

                                      III.
                           INTERESTS OF BENEFICIARIES

     3.01 After satisfaction of the then current administrative expenses of the
Trust, the Trustee shall pay to the holders of beneficiaries of the Trust
(including, but not limited to, holders of Allowed Claims and Allowed Interests
of the Debtors), as and when there are proceeds to redeem such interests, the
amounts of the Allowed Claims against or Allowed Interest in the Debtors, out of
the assets contributed to this Trust from the estate of that particular Debtors,
in the priority to which they are entitled pursuant to the Plan.

     3.02 Interest Beneficial Only. The ownership of a beneficial interest in
the Trust hereunder shall not entitle any Trust beneficiary to any right, title,
interest, or control in, to, or of the Trust Assets as such, or to any right to
call for a partition or division of the same, or to require an accounting,
except as specifically required by the terms hereof.

     3.03 Transfer of Claims or Beneficial Interests. Except as otherwise
ordered by the Bankruptcy Court, in accordance with Article VII.B of the Plan,
the Trustee has no obligation to recognize any transfer of any Claim or
beneficial interest; however, in the exercise of his or her sole discretion, the
Trustee may do so on such terms as may be appropriate.

PAGE 40



                                       IV.
                      REMOVAL OF TRUSTEE; SUCCESSOR TRUSTEE

     4.01 Power to Remove Trustee. The Trustee appointed pursuant to this
Agreement may be removed only by the Bankruptcy Court upon application of a
Trust creditor or beneficiary, for cause shown, and the Trustee may also resign.
For purposes of this section, "cause" shall mean and include the inability, or
willful or repeated failure or refusal, to perform properly the duties and
obligations of the Trustee hereunder. In the event of the removal or resignation
of the Trustee, he or she shall be compensated pursuant to Section 2.08 hereof,
calculated as of the effective date of his or her termination of employment.

     4.02 Trustee. Should the Trustee resign or become unable or unwilling to
fulfill his or her duties hereunder, the Trustee shall notify the Bankruptcy
Court and serve notice of such resignation or inability or unwillingness on the
then-applicable service list.

     4.03 Successor Trustee. If the Trustee resigns, a successor trustee may be
proposed by motion filed in the Bankruptcy Court by the counsel for the Trustee
and the Liquidating trust Board. In the absence of written objection to a
proposed successor trustee within twenty (20) calendar days of notice of such
proposed successor trustee being given, such successor trustee shall be
appointed by the Bankruptcy Court. Such successor trustee must satisfy the
criteria for initial appointment by the Bankruptcy Court set forth in Section
1.02 hereof. The resignation of the Trustee shall not be effective unless and
until the appointment of a successor Trustee has become effective. Any successor
Trustee shall have the same qualifications and rights, powers, duties, and
discretion, and otherwise shall be in the same position, as the initial Trustee.
Any reference in this Agreement to the Trustee shall be deemed to refer to the
Trustees acting hereunder from time to time.

                                       V.
                        EFFECT OF TRUST ON THIRD PARTIES

     There is no obligation on the part of any purchaser or purchasers from the
Trustee or any agent of the Trustee, or on the part of any other persons dealing
with the Trustee or any agent of the Trustee, to see to the application of the
purchase money or other consideration passing to the

PAGE 41



Trustee or any agent of the Trustee or to inquire into the validity, expediency,
or propriety of any such transaction by the Trustee or any agent of the Trustee.

                                       VI.

          5.   NO WAIVER

     No failure or delay of any party to exercise any right or remedy pursuant
to this Agreement shall affect such right or remedy or constitute a waiver by
such party of any right or remedy pursuant thereto. Resort to one form of remedy
shall not constitute a waiver of alternative remedies.

                                      VII.
                                   TERMINATION

     The Trust shall terminate at the end of five (5) years from the Effective
Date; provided, however, that upon complete liquidation of the Trust Assets and
satisfaction as far as possible of all remaining obligations, liabilities, and
expenses of the Trust pursuant to the Plan prior to such date, the Trustee may,
with the approval of the Bankruptcy Court, terminate the Trust; provided,
further, that if, at the end of five (5) years from the Effective Date, the
purposes of the Trust have not been accomplished, the Trustee or any
then-creditor or beneficiary of the Trust may petition the Bankruptcy Court to
extend the Termination Date for a finite period after notice of such application
as the Bankruptcy Court shall determine has been given to then-creditors and
beneficiaries of the Trust and an opportunity afforded them to be heard. Upon
the Termination Date, any remaining Trust Assets shall be distributed to the
then-remaining beneficiaries in accordance with Article III hereof. On the
Termination Date, the Trustee shall execute and deliver any and all documents
and instruments reasonably requested to evidence such transfer. Each extension
must be approved by the Bankruptcy Court within six months of the beginning of
the extended term. Upon termination and complete satisfaction of his or her
duties under this Agreement, the Trustee shall thereupon be forever discharged
and released from all powers, duties, responsibilities, and liabilities under
the Trust.

                                      VIII.
                         CONSTRUCTION OF THIS INSTRUMENT

PAGE 42



     8.01 Applicable Law. The Trust created herein shall be construed, regulated
and administered under the laws of the State of Texas (including but not limited
to the Texas Trust Code) and the United States of America.

     8.02 Amendment of Trust Agreement. This Agreement may not be amended,
modified, terminated, revoked, or altered except by an order of the Bankruptcy
Court.

     8.03 Interpretation and Capitalized Terms. The enumeration and headings
contained in this Agreement are for convenience of reference only and are not
intended to have any substantive significance in interpreting the same. Unless
the context otherwise requires, whenever used in this Agreement, the singular
shall include the plural and the plural shall include the singular. Unless
otherwise defined herein, all capitalized terms used herein shall have the
meanings set forth in the Plan.

     8.04 Partial Invalidity. If any provision of this Agreement shall for any
reason be held invalid or unenforceable by any court, governmental agency, or
arbitrator of competent jurisdiction, such invalidity or unenforceability shall
not affect any other provision hereof, but this Agreement shall be construed as
if such invalid or unenforceable provision had never been contained herein.

     8.05 Entire Agreement. This Agreement (including the recitals and the
exhibits hereto) and the Plan constitute the entire agreement by and among the
parties and there are no representations, warranties, covenants, or obligations
except as set forth herein or in the Plan. This Agreement together with the Plan
and the Confirmation Order supersedes all prior and contemporaneous agreements,
understandings, negotiations, and discussions, written or oral relating to any
transaction contemplated hereunder. Except as otherwise specially provided
herein or in the Plan or the Confirmation Order, nothing in this Agreement is
intended or shall be construed to confer upon or to give any person other than
the parties hereto and the Trust creditors and beneficiaries any rights or
remedies under or by reason of this Agreement. In the event of any conflict
between the provision of this Agreement and the provisions of the Plan regarding
this Agreement, the provision of the Plan shall control.

     8.06 Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and

PAGE 43



delivered shall be an original document, but all of which counterparts shall
together constitute one and the same instrument.

     8.07 Notices. Any notice or other communication by the Trustee to the
creditors or beneficiaries of the Trust shall be deemed to have been
sufficiently given, for all purposes, when hand delivered or mailed by
first-class mail, postage prepaid, addressed to such party at its address as
shown in the records of the Trustee. Any notice or other communication which may
be or is required to be given, served, or sent to the Trustee shall be in
writing and shall be mailed by first-class, registered, or certified mail,
return receipt requested, postage prepaid, or transmitted by hand delivery,
telegram, or telex, addressed to the Trustee. The Trust's creditors and
beneficiaries and the Trustee may designate by notice in writing a new address
to which any notice, demand, request, or communication may thereafter be so
given, served, or sent. Each notice, demand, request, or communication which
shall be mailed or delivered or transmitted in the manner described above, shall
be deemed sufficiently given, served, sent, and received for all purposes three
(3) calendar days after it is deposited in the United States mail as described
above or at such time it is delivered to the addressee, whichever is earlier.

     IN WITNESS WHEREOF, the undersigned have caused this instrument to be
executed as of the day and year first above written.

Dated:             , 2003
       ------------

                                              DTVN HOLDINGS, INC.


                                              By:
                                                  ------------------------------
                                              Title:
                                                     ---------------------------


                                              DATAVON, INC.


                                              By:
                                                  ------------------------------
                                              Title:
                                                     ---------------------------

PAGE 44



                                              VIDEO INTELLIGENC, INC.


                                              By:
                                                  ------------------------------
                                              Title:
                                                     ---------------------------


                                              ZYDECO EXPLORATION, INC.


                                              By:
                                                  ------------------------------
                                              Title:
                                                     ---------------------------


                                              TRUSTEE


                                              By:
                                                  ------------------------------
                                                     DAN B. LAIN

THE STATE OF TEXAS      (S)
                        (S)
DALLAS COUNTY           (S)

     This instrument was acknowledged before me this      day of               ,
                                                     ----        --------------
2003, by                      , the          for DTVN Holdings, Inc.
         ---------------------      --------


                                              ----------------------------------
                                              Notary Public, State of Texas

PAGE 45



THE STATE OF TEXAS      (S)
                        (S)
DALLAS COUNTY           (S)

     This instrument was acknowledged before me this      day of               ,
                                                     ----        --------------
2003, by                      , the          for DataVoN, Inc.
         ---------------------      --------


                                              ----------------------------------
                                              Notary Public, State of Texas

THE STATE OF TEXAS      (S)
                        (S)
DALLAS COUNTY           (S)

     This instrument was acknowledged before me this      day of               ,
                                                     ----        --------------
2003, by                      , the          for Video Intelligence, Inc.
         ---------------------      --------


                                              ----------------------------------
                                              Notary Public, State of Texas

THE STATE OF TEXAS      (S)
                        (S)
DALLAS COUNTY           (S)

     This instrument was acknowledged before me this      day of               ,
                                                     ----        --------------
2003, by                      , the          for Zydeco Exploration, Inc.
         ---------------------      --------


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

PAGE 46



                                              Notary Public, State of Texas

THE STATE OF TEXAS      (S)
                        (S)
COUNTY OF DALLAS        (S)

     This instrument was acknowledged before me this      day of               ,
                                                     ----        --------------
2003, by                      , the Trustee.
         ---------------------


                                              ----------------------------------
                                              Notary Public, State of Texas

PAGE 47