Stock and Asset Purchase Agreement among Rapid Link USA, Inc., Rapid Link, Inc., and Dial Thru International Corporation
Contract Categories:
Business Finance
›
Purchase Agreements
Summary
This agreement is between Rapid Link USA, Inc. and its parent, Rapid Link, Inc. (the sellers), and Dial Thru International Corporation (the purchaser). The purchaser agrees to buy certain assets from Rapid Link USA and all shares of a German subsidiary from Rapid Link, Inc. The agreement also includes the transfer of specific contracts and leases, and is subject to approval by a bankruptcy court, as the sellers are in Chapter 11 proceedings. Key terms include the purchase price, a deposit, and a break-up fee if the sale does not close.
EX-2.1 3 exh02-1.txt PURCHASE AGREEMENT EXHIBIT 2.1 STOCK AND ASSET PURCHASE AGREEMENT THIS STOCK AND ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into this 18th day of September, 2001 (the "Agreement Date") by and among RAPID LINK USA, INC., a Georgia corporation ("Rapid Link USA" or "Sub"); RAPID LINK, INC., a Georgia corporation that is the sole shareholder of the Sub ("RLI" or "Parent"); and DIAL THRU INTERNATIONAL CORPORATION, a Delaware corporation (the "Purchaser"). Parent and Sub are referred to collectively herein as the "Sellers." Background WHEREAS, Rapid Link Inc. is the parent corporation and owns 100% of all of the outstanding capital stock of Rapid Link USA; WHEREAS, Rapid Link Inc. also owns all of the issued and outstanding capital stock (or other such membership interests under German law, referred to as the "GmbH Stock") of Rapid Link Telecommunications GmbH ("GmbH"), a German company; WHEREAS, Rapid Link USA, Rapid Link Inc. and GmbH are operating companies and engage in the business of providing telecommunications services; WHEREAS, Purchaser desires to purchase certain assets as hereinafter defined (the "Acquired Assets") from Rapid Link USA, and Rapid Link USA desires to sell and transfer the Acquired Assets to Purchaser, subject to the terms and conditions set forth herein; WHEREAS, Purchaser desires to purchase from Rapid Link Inc., and Rapid Link Inc., desires to sell and transfer to Purchaser, all of the GmbH Stock, subject to the terms and conditions set forth herein; WHEREAS, Purchaser desires to assume certain of Rapid Link USA's executory contracts and unexpired leases as hereinafter defined (the "Assumed Contracts and Leases"), and Rapid Link USA desires to assign and transfer such Assumed Contracts and Leases to Purchaser, subject to the terms and conditions set forth herein; and WHEREAS, Rapid Link Inc. and Rapid Link USA are both debtors in possession in Chapter 11 bankruptcy proceedings, having filed petitions constituting Orders for Relief under 11 U.S.C. Chapter 11 on March 13, 2001 (the "Petition Date"). Said bankruptcy proceedings are pending in the United States Bankruptcy Court for the Northern District of Georgia, Atlanta Division, case numbers 01-63272-JEM and 01-63273-JEM _ jointly administered under Case No. 01-63272-JEM (hereinafter referred to as the "Bankruptcy Case"). Agreement NOW, THEREFORE, for and in consideration of the foregoing premises and the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, and intending to be legally bound, the parties hereto agree as follows: 1. Definitions The capitalized terms set forth below in this Section and elsewhere in this Agreement, and their variant forms, shall have the meanings assigned. The terms "such as," "including," "include" and "includes" and their variant forms denote partial definitions and are intended as illustrative and non- exhaustive, rather than limitative, and are deemed to include qualifiers such as "without limitation." The use of the singular or plural form shall include the other form, and the use of the masculine, feminine or neuter gender shall include the other genders. 1.1 The "Acquired Assets" means any and all of Sellers' rights, title, and interest in and to assets of any kind or description, tangible or intangible, that are owned, leased or licensed by Sub, except for (a) the Excluded Assets and (b) any executory contracts or unexpired leases that are not Assumed Contracts and Leases. The Acquired Assets include, without limitation, the following: (a) all tangible property of the Sub, including, without limitation, the furniture, fixtures and equipment listed on Schedule 1.1(a) attached hereto and incorporated herein by reference; (b) all intangible property of the Sub, including, without limitation, all trademarks, copyrights, trade secrets, patents (and any and all registrations and applications for trademarks, copyrights or patents), computer software, and all transferable permits, licenses, and approvals in connection with the operation of the Sub's business; (c) the Assumed Contracts and Leases listed on Schedule 1.1(c) attached hereto and incorporated herein by reference, subject to payment by Purchaser of the cure amounts listed on such Schedule 1.1(c); provided, however, that the Purchaser may delete any one or more of the Assumed Contracts and Leases from Schedule 1.1(c) upon written notice to the Sellers of such deletion, provided such notice is delivered to the Sellers prior to the Closing; (d) all pre-paid deposits of any kind or nature whatsoever paid by the Sellers in connection with the Assumed Contracts and Leases. 1.2 "Advance Payments" mean payments made by customers to the Sellers in advance of the customer's utilization in full of the Sub's services. 1.3 "Agreement" means this Stock and Asset Purchase Agreement, including all Exhibits and Schedules that are attached hereto. 1.4 "Assumed Contracts and Leases" means the specified leases and contracts of Sub listed on the attached Schedule 1.1(c) that are assumed by and assigned to Purchaser hereunder. 1.5 The "Bankruptcy Code" means and refers to the United States Bankruptcy Code, codified in relevant part as 11 U.S.C. SS 101 et seq. 1.6 The "Bankruptcy Case" means those bankruptcy cases before the Bankruptcy Court, in which the Sellers are debtors in possession (Case Nos. 01-63272-JEM and 01-63273-JEM _ jointly administered under Case No. 01- 63272-JEM). 1.7 The "Bankruptcy Court" means the Bankruptcy Court in the Northern District of Georgia, Atlanta Division with jurisdiction over the Bankruptcy Case. 1.8 The "Break-Up Fee" means an amount of $130,000 to be paid to Purchaser in accordance with Section 10.3 hereof. 1.9 The "Closing" means the consummation of the Transaction contemplated hereby. 1.10 The "Closing Date" means the date on which the Closing is completed. 1.11 "Customary Pro-Rations" means all expenses including, but not limited to, taxes, utilities and tariffs which have been pre-paid by Sub or which have accrued against Sub's account, and that apply with respect to a period of time up to and including the Closing Date. 1.12 "DTI Shares" means and refers to shares of Purchaser's Common Stock. 1.13 "Deposit" means the sum of $200,000, consisting of (a) $100,000 previously paid by the Purchaser to GmbH; and (b) $100,000 to be paid by the Purchaser upon execution of this Agreement and to be held in escrow by counsel for the Sellers, with such Deposit to be either applied toward the purchase price at the closing or refunded to the Purchaser in accordance with the terms of this Agreement. 1.14 "Excluded Assets" means those assets of Sub that are retained by Sub and are not sold to Purchaser, all of which Excluded Assets are listed on Schedule 1.13 to this Agreement. 1.15 The "Final Date for Closing" means fifteen (15) days after the entry of an order by the Bankruptcy Court in the Bankruptcy Case approving the sale and as to which no notice of appeal or motion for leave to appeal has been filed, unless the Final Date for Closing is extended by mutual written agreement of the parties. 1.16 "Pre-Petition Debts" means any and all debts owed by GmbH to the Sellers (either individually or collectively), provided such debts were incurred prior to the filing of the Bankruptcy Case. 1.17 "Post-Petition Debts" means any and all debts owed by GmbH to the Sellers (either individually or collectively), other than the Pre-Petition Debts. 1.18 The "Transaction" means the transaction pursuant to which Purchaser shall assume and take assignment of the Assumed Contracts and Leases and shall purchase the Acquired Assets and GmbH Stock, all according to the terms hereof. 2. General Terms of Purchase and Sale 2.1 Transfer of Stock and Acquired Assets; Pre-Petition/Post-Petition Debts. (a) Upon the terms and subject to the conditions contained herein, at the Closing, Parent shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase and acquire from Parent, the GmbH Stock and the Acquired Assets, free and clear of any and all liens, claims and encumbrances in accordance with Section 363 of the Bankruptcy Code. (b) Effective at the Closing, any and all Pre-Petition Debts and Post- Petition Debts are and shall be released and forgiven, without further action required on the part of any party. 2.2 Purchase is "As Is, Where Is". PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER IS ACQUIRING THE ASSUMED CONTRACTS AND LEASES, THE GMBH STOCK AND THE ACQUIRED ASSETS "AS IS, WHERE IS," WITH ALL FAULTS AND WITH NO WARRANTIES OR REPRESENTATIONS OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, EXCEPT AS OTHERWISE PROVIDED IN ARTICLE 6 OF THIS AGREEMENT. THE PURCHASER EXPRESSLY ACKNOWLEDGES THAT NEITHER THE PARENT NOR THE SUB IS MAKING OR HAS MADE ANY REPRESENTATIONS AS TO THE VALUE, CONDITION, MARKETABILITY, DESIRABILITY OR OTHER CONDITION OF THE ASSUMED CONTRACTS AND LEASES, THE GMBH STOCK AND THE ACQUIRED ASSETS, EXCEPT AS OTHERWISE PROVIDED IN ARTICLE 6 OF THIS AGREEMENT. 3. Consideration and Closing 3.1 Consideration from Purchaser. (a) Upon the terms and subject to the conditions contained herein, at the Closing Purchaser shall deliver the following to Sellers as consideration for the GmbH Stock and the Acquired Assets: (i) the $200,000 Deposit; (ii) $1,800,000, $1,600,000 of which shall be adjusted for any Customary Pro-Rations made as of the Closing Date and delivered at the Closing via wire transfer or otherwise immediately available funds, and $200,000 of which shall be retained by the Purchaser in escrow pursuant to section 3.1(b) below; and (iii) 600,000 newly issued DTI Shares, free and clear of any and all liens and encumbrances, fully paid and non-assessable, and the value of which shall be guaranteed by the Purchaser in accordance with Section 3.1(c) below. (b) The Purchaser shall retain $200,000 of the purchase price in escrow for a period of thirty (30) days following the Closing. During such thirty (30) day period, the Purchaser shall calculate the Advance Payments outstanding as of the Closing Date. The Purchaser shall deduct and retain from the $200,000 held in escrow an amount equal to the Advance Payments outstanding as of the Closing Date, and pay to the Sellers the balance of the $200,000 no later than thirty (30) days following the Closing. (c) The Purchaser agrees that on the date the registration statement contemplated by Section 7.10(b) is declared effective (the "Effective Date") by the Securities and Exchange Commission (the "Commission"), Purchaser shall either (i) issue additional shares to the Sellers in excess of the 600,000 DTI Shares; or (ii) pay to the Sellers additional cash consideration, so that the minimum value of the consideration received pursuant to Section 3.1(a)(iii) is $300,000. For purposes of this Section 3.1(c), the value of a DTI Share shall be the average of the daily closing sales prices, or, if there is no closing sales price, the average of the closing bid and asked price, in the over-the-counter market, for the five (5) consecutive trading days immediately prior to the Effective Date, as reported by the National Association of Securities Dealers' Automated Quotation System, or, if not so reported, as reported by the National Quotation Bureau, Incorporated or any successor thereof, or if not so reported, the average of the closing bid and asked prices as furnished by any member of the National Association of Securities Dealers, Inc. as selected by the Purchaser. (d) At the Closing, Purchaser shall assume and take assignment of the Assumed Contracts and Leases, as may be modified by Purchaser prior to the Closing, and subject to payment of any and all cure amounts as (i) indicated on Schedule 1.1(c) and (ii) approved by the Bankruptcy Court. The Purchaser shall thereafter assume and be solely responsible for any payments, claims or other liabilities that have arisen or later arise therefrom, and shall have the sole benefit of such Assumed Contracts and Leases to the exclusion of Sellers. Except as provided in this Section 3.1(d), Purchaser is not assuming, and has no responsibility for any debts, liabilities or other obligations of Sellers. 3.2 Time and Place of Closing; Deliveries at Closing. (a) The Closing shall take place at the offices of Sellers' counsel, Kritzer & Levick, P.C., in Atlanta, Georgia. (b) The Closing shall take place no later than the Final Date for Closing, at a reasonable time during business hours as agreed to by the Purchaser and the Sellers. (c) At the Closing: (1) Parent shall deliver to the GmbH Stock, free and clear of any liens or encumbrances, and an executed Transfer Agreement in form reasonably acceptable to the Purchaser and as required by the laws of the Country of Germany to effect the transfer of the GmbH Stock. (2) Sub shall deliver to Purchaser possession of the Acquired Assets and a Bill of Sale, Assignment and Assumption Agreement, and such other documents reasonably requested by Purchaser in forms reasonably satisfactory to Purchaser so as to vest and demonstrate title in the Acquired Assets in Purchaser upon the terms of this Agreement. (3) The Sellers shall deliver to Purchaser a closing certificate certifying that all of the conditions to closing contained in Sections 4.1, 4.2(c) through (f) and 4.3 have occurred or been waived and further certifying that the representations and warranties of Sellers contained in Article 6 of this Agreement continue to be true and complete as of the Closing. (4) Purchaser shall deliver the consideration due under Section 3.1, comprised of (a) a certificate for the DTI Shares and (b) the cash balance remaining due at Closing less the $200,000 to be held by the Purchaser in escrow in accordance with Section 3.1(b), to be paid by wire transfer or other immediately available funds. (5) Purchaser shall deliver to the Sellers a closing certificate certifying that the Purchaser's conditions to closing contained in Sections 4.1 and 4.2(a) and (b) have occurred or been waived and further certifying that the representations and warrantees of Purchaser contained in Article 5 of this Agreement continue to be true and complete as of the Closing. 3.3 Further Assurances. From and after the Closing, Sellers agree to take such further actions as Purchaser may from time to time reasonably request with respect to the assignment, transfer, and delivery to Purchaser of the Acquired Assets and the GmbH Stock and the consummation in full of the Transaction. 4. Conditions to Closing 4.1 Of Both Parties: This Agreement and the Transaction contemplated hereby is subject to the occurrence and satisfaction of all of the following conditions, any of which may be waived only by the written agreement of Purchaser and the Sellers: (a) the entry of an order by the Bankruptcy Court, final beyond appeal, (i) approving this Agreement and authorizing the Sellers to consummate the Transaction as provided herein; (ii) providing that the sale of the Acquired Assets and GmbH Stock be free and clear of any liens, claims and encumbrances as provided for in 11 U.S.C. S 363 except for Customary Pro-Rations of expenses (iii) authorizing the assumption and assignment of the Assumed Contracts and Leases; (iv) approving the cure amounts listed on Schedule 1.1(c); and (v) that is otherwise acceptable to the Purchaser; and (b) the entry of an order by the Bankruptcy Court, final beyond appeal, approving the sale procedures set forth in the motion filed by the Sellers in the Bankruptcy Cases on August 21, 2001, as amended to reflect the Break-Up Fee as defined in this Agreement. 4.2 Of Purchaser: This Agreement and the Transaction contemplated hereby are subject to the occurrence and satisfaction of all of the following conditions, any of which may be waived by the Purchaser in Purchaser's sole discretion: (a) Purchaser shall have obtained financing in the amount of $2,000,000 to allow the Purchaser to consummate the Transaction, upon terms and conditions reasonably acceptable to the Purchaser; (b) Purchaser shall have received all necessary licenses, approvals and permits from all federal, state, local, or international agencies required for the operation by Purchaser of the Acquired Assets and the Sellers' and GmbH's business as conducted in the legal and ordinary course prior to and during the Bankruptcy Case; (c) Sellers shall have received and maintained all licenses, consents, approvals and permits from, and filed all notices with, all federal, state, local or international agencies or other government authorities to the extent required to consummate the Transaction and assign the Acquired Assets to Purchaser as contemplated in this Agreement; (d) The Sellers shall have complied in all material respects with the terms and conditions of this Agreement; (e) The representations and warranties of Sellers contained in Article 6 of this Agreement shall continue to be true and complete as of the Closing Date; (f) since the Agreement Date, there shall have been no material adverse change, loss or destruction to any of the Acquired Assets; and (g) The Sellers shall have delivered to the Purchaser all items required under Section 3.2 of this Agreement. 4.3 Of the Sellers: This Agreement and the Transaction contemplated hereby are subject to the occurrence and satisfaction of all of the following conditions, any of which may be waived by the Sellers' in their sole discretion: (a) The Purchaser shall have complied in all material respects with the terms and conditions of this Agreement; (b) The representations and warranties of Purchaser contained in Article 5 of this Agreement shall continue to be true and complete as of the Closing Date; and (c) The Purchaser shall have delivered to the Sellers all items required under Section 3.2 of this Agreement. 5. Representations, Warranties and Covenants of Purchaser Purchaser hereby covenants, represents and warrants to the Sub and Parent as follows: 5.1 Organization and Qualification. Purchaser is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all power and authority to conduct its business and to own and operate its properties in the places where such business is conducted. 5.2 Authority. Subject to the Bankruptcy Court's approval, Section 4.2(b), and Sellers' compliance with Section 4.2(c): (a) Purchaser has full power and authority to enter into this Agreement, and to consummate the transactions contemplated hereby; (b) the execution, delivery, and performance of this Agreement has been authorized and approved by all necessary action on the part of Purchaser; (c) this Agreement is the legal, valid, and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally, and by the exercise of judicial discretion in accordance with equitable principles; and (d) neither the execution and delivery of this Agreement by Purchaser nor the consummation by Purchaser of the transactions contemplated hereby will violate any of Purchaser's articles of organization, charter, operating agreement or bylaws or any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Purchaser, or conflict with, result in a breach of, or constitute a default under any indenture, mortgage, lease, agreement, or other instrument to which Purchaser is a party or by which Purchaser may be bound. 5.3 Due Diligence. Subject to the representation and warranty contained in Section 6.5 hereof, Purchaser has, as of the Agreement Date, completed all due diligence investigation that it deems necessary with respect to the Sellers, the GmbH Stock, the Acquired Assets and the Assumed Contracts and Leases, and has otherwise made and undertaken all necessary due diligence and inquiry it deems necessary in order to enter into and close the Transaction. 5.4 Disclosures. No representation, warranty, or covenant made by the Purchaser herein, or in any certificate or document furnished or delivered by the Purchaser to the Sellers, contains or will contain any untrue statement of a material fact or omits or will omit any material fact necessary to make the statements contained herein or therein not misleading. 5.5 Warranties True as of Closing. All representations and warranties contained herein will be true and correct as of the Closing and will survive the Closing. 6. Representations and Warrantees of Sellers The Sellers hereby jointly covenant, represent and warrant to the Purchaser as follows: 6.1 Organization and Qualification. GmbH is a corporation, duly organized, validly existing, and in good standing under the laws of the Country of Germany, and has all power and authority to conduct its business and to own and operate its properties in the places where such business is conducted. 6.2 Authority. Subject to the Bankruptcy Court's approval, (a) each of the Sellers has full power and authority to enter into this Agreement, and to consummate the transactions contemplated hereby; (b) the execution, delivery, and performance of this Agreement has been authorized and approved by all necessary action on the part of each of the Sellers (c) this Agreement is the legal, valid, and binding obligation of the Sellers enforceable against the Sellers in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally, and by the exercise of judicial discretion in accordance with equitable principles (d) neither the execution and delivery of this Agreement by the Sellers nor the consummation by the Sellers of the transactions contemplated hereby will violate either of the Sellers' or GmbH's articles of organization, charter, operating agreement, bylaws or other applicable corporate governance documents or any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to either of the Sellers or GmbH, or conflict with, result in a breach of, or constitute a default under any indenture, mortgage, lease, agreement, or other instrument to which either of the Sellers or GmbH is a party or by which either of the Sellers of GmbH may be bound. 6.3 Title to Acquired Assets. Sub is the sole owner of and has good and marketable title to the Acquired Assets, subject only to liens, claims and encumbrances which are capable of being released and divested by an order from the Bankruptcy Court. The Acquired Assets are all of the material assets that Sub and Parent have used to operate the business of the Sub. 6.4 GmbH Stock. Parent is the sole shareholder and equity owner of GmbH, and the GmbH Stock represents 100% of the issued and outstanding stock and equity of any type in GmbH. The GmbH Stock is free and clear of any and all liens and encumbrances of any type. Parent has the full power and authority to transfer such GmbH Stock to the Purchaser. 6.5 Books and Records. The financial statements, books and records of the Sellers and GmbH which have been provided by the Sellers to the Purchaser are (a) true, complete and accurate in all material respects for all periods from August, 2000 to present, and (b) to the best of the Sellers knowledge, true, complete and accurate in all material respects for all periods prior to August, 2000. The Sellers are not aware of any new information or events which have occurred since the Sellers provided such statements, books and records to the Purchaser which would render any of the information contained in such documents misleading or false in any material respect. 6.6 Assumed Contracts and Leases. The cure amounts for the Assumed Contracts and Leases provided by the Sellers on Schedule 1.1(c) are, to the best of the Sellers' knowledge, true and accurate amounts required to be paid by the Purchaser in order to assume the Assumed Contracts and Leases. 6.7 Licenses and Permits. To the best of the Sellers' knowledge, the licenses and permits being conveyed by the Sellers to the Purchaser as Acquired Assets constitute all of the licenses and permits necessary to conduct the business of Sub as it is now being conducted and the Sellers have paid all fees and charges due in connection therewith. 6.8 Employee matters. Sellers have made available to Buyer all "employee benefit plans" documents as defined in Employee Retirement Income Security Act of 1974, as amended ("ERISA") Section 3(3) ("Plan") or other writing constituting each Plan and any other information regarding a Plan reasonably requested by Buyer. To the knowledge of the Sellers, (a) all Plans have been administered and operated in compliance with the requirements of ERISA and all other applicable laws, and pursuant to the terms thereof, (b) there has been no "prohibited transaction" within the meaning of Section 406 of ERISA or breach of fiduciary responsibility involving any Plan, and (c) other than claims for benefits arising in the ordinary course, no claims, assessments, investigations, or proceedings in arbitration or litigation relating to or arising under any Plan are pending or threatened, and no basis to any such claim exists. Neither any Seller nor any of their subsidiaries participates in, or has participated in, any "multiemployer plan" within the meaning of Section 3(37) of ERISA. Except to the extent required under Section 601 et seq. of ERISA, (COBRA) no Plan provides, or is obligated to provide, health or welfare benefits for any retired or former employee. 6.9 Securities Issuance Representations. Each of the Sellers represents and warrants with respect to the DTI Shares as follows: (a) It understands that the DTI Shares have not been, and, until the effectiveness of the registration statement contemplated by Section 7.10(b), will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and that in issuing the DTI Shares to Sellers hereunder, Purchaser is relying on the private offering exemption from the registration requirements of the Securities Act afforded by Sections 3(b) and 4(2) thereof and Regulation D of the Commission promulgated thereunder. (b) It is an "accredited investor" within the meaning of Rule 501 of the Securities Act or that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the DTI Shares. (c) It is acquiring the DTI Shares for its own account for investment and not with a view to any distribution or public offering within the meaning of the Securities Act except as contemplated by Section 7.10(b) hereof. (d) It understands that the receipt of the DTI Shares hereunder is a speculative investment which involves a high degree of risk of loss of its investment therein. It is able to bear the economic risk of their investment in the DTI Shares for an indefinite period of time, including the risk of a complete loss of its investment in such securities. (e) It acknowledges that it has received and have had an opportunity to review prior to executing this Agreement the following Purchaser disclosure documents: (i) Purchaser's Annual Report on Form 10-K/A for the year ended October 31, 2000, (ii) Purchaser's Quarterly Report on Form 10- Q/A for the quarter ended January 31, 2001, (iii) Purchaser's Quarterly Report on Form 10-Q/A for the quarter ended April 30, 2001; (iv) Purchaser's Quarterly Report on Form 10-Q/A for the quarter ended July 31, 2001; and (v) Purchaser's proxy statement of its 2001 Annual Meeting of Stockholders. (f) It acknowledges that Purchaser has made available to it at a reasonable time prior to its execution of this Agreement the opportunity to ask questions and receive answers concerning the terms and conditions of this Agreement and to obtain any additional information which Purchaser possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of the information referred to in (e) above. 6.10 Bankruptcy Notice. The Sellers have caused notice of this Transaction to be given in full compliance with the requirements of the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure, including, but not limited to, S 363 of the Bankruptcy Code and Bankruptcy Rules 6004, 2002, and 6006(c). 6.11 GmbH Operations. (a) GmbH has correctly prepared and filed all tax returns required to be filed with respect to the business of GmbH including, without limitation, income, wage, withholding tax, trade tax and value added tax returns. All taxes and assessments shown to be due on such tax returns and all other taxes, public impositions and levies, including, without limitation, customs taxes and duties have been paid or will be accrued and reflected in the financial statements as of July 31, 2001. There are no liens for any taxes; (b) GmbH has a valid lease contract for the premises used but not owned by it; (c) GmbH has given no guarantees, sureties or similar undertakings surviving the Closing to secure liabilities of third persons; (d) All public or private permits and licenses required for the conduct and continuation of the business of GmbH have been obtained and are in full force and effect. There are no circumstances which indicate that any such public or private permit or license may be revoked or restricted after the Closing; (e) GmbH has no pension commitment, old age plan, health insurance plan, or similar arrangements with employees or third parties in excess of any statutorily mandated rights. GmbH has no agreements with employed or independent commission agents which in case of their termination may lead to severance payments or which provide for notice periods longer than 30 (thirty) days; (f) The agreements entered into by GmbH do not provide for a right to termination or adjustment or renegotiation of the respective other party including administrative agencies in case of a change in ownership of GmbH; (g) There are no credit lines with banks and no loans outstanding, except thos credit lines and loans outstanding as are referred to in the financial statements provided to the Purchaser; (h) There are no agreements including commitments of financial or any other nature in excess of $10,000.00 U.S. other than as have been provided to the Purchaser; (i) GmbH has valid and effective insurance policies protecting against fire, theft, storm, water, explosion, and third party liability for all periods prior to the Closing; and (j) There is no litigation pending, or to the best of Sellers' knowledge threatened, to which the companies are a party and there is no administrative or private proceeding, pending or, to the best of Sellers' knowledge, threatened, against GmbH. 6.12 Disclosures. No representation, warranty, or covenant made by Sellers herein, or in any certificate or document furnished or delivered by the Sellers to the Purchaser, contains or will contain any untrue statement of a material fact or omits or will omit any material fact necessary to make the statements contained herein or therein not misleading. 6.13 Warranties True as of Closing. All representations and warranties contained herein will be true and correct as of the Closing and will survive the Closing. 7. Pending and Post-Closing Obligations 7.1 Business Operations Pending Closing. The Sellers and GmbH shall maintain the condition of the Acquired Assets and operate their respective businesses in the ordinary course of business and in compliance with all laws until and through the Closing Date; provided, that the Sub shall not accept Advance Payments from its customers after September 21, 2001 without the prior written approval of the Purchaser, and shall otherwise use its best efforts to eliminate the outstanding Advance Payments in anticipation of the Closing. 7.2 Establishment of Cure Amounts. Upon execution of this Agreement, the Sellers shall seek an order of the Bankruptcy Court establishing the cure amounts for the Assumed Contracts and Leases at the amounts listed on Schedule 1.1(c). 7.3 Reasonable Best Efforts. Without limiting any of the parties' respective obligations under this Agreement, each of the parties hereto will use its reasonable best efforts to take all action and to do all things necessary, proper, or advisable in order to consummate and make effective the Transaction contemplated by this Agreement. 7.4 Notices and Consents. In preparation for the Closing, without limiting any of the parties' respective obligations under this Agreement, each of the parties hereto will cooperate with the other party's efforts to give any notices to, obtain any authorizations, consents and approvals of, and make any filings with, and use its commercially reasonable efforts to obtain any authorizations, consents, and approvals of governments and governmental agencies as may reasonably be required to effect the transactions contemplated hereby. 7.5 Access to Books and Records. The Sellers shall ensure that GmbH shall, permit representatives of Purchaser to have full access at all reasonable times, and in a manner so as not to interfere with the normal business operations of the Sub and GmbH, to all premises, properties, personnel, books, records (including tax records), contracts, and documents of or pertaining to the Sub and GmbH. 7.6 Use of Company Name and Other Intellectual Property. Sellers shall have the right and license to use the name Rapid Link, Inc. and Rapid Link USA, Inc. to wind up their business affairs and for any uses necessary to pursue any claims and wind up any affairs associated with the Bankruptcy Cases. 7.7 Access to Business Records The Purchaser shall maintain all business records of the Sellers for at least two (2) years after the Closing Date. The Sellers or any agent thereof, shall have access to company records during normal business hours to the extent necessary to pursue claims, fulfill any requirements and/or wind up the affairs of the Sellers with respect to the Bankruptcy Case. After expiration of the two-year period and prior to the disposition, transfer or destruction of any business records, such records shall be offered to the possession of the Sellers or Sellers' agent. 7.8 Remittance of Sellers' Accounts Receivable. It is contemplated in this transaction that the Purchaser shall continue to conduct business with Sellers' customers and therefore, Purchaser may receive outstanding accounts receivable for services performed by the Sub prior to the Closing Date. To the extent such amounts are for services rendered by the Sub prior to the Closing Date, and if the Purchaser shall have received all amounts owing from such customer, said Sub receivables shall be transferred to the Sellers within ten (10) business days of receipt by the Purchaser. Nothing herein shall prohibit the Sellers from contacting any pre-closing customer of the Sellers and demanding payment for any service provided to said customer by the Sellers. Notwithstanding the foregoing, Purchaser shall have no affirmative obligation to collect pre-Closing accounts receivable owed to the Sellers. 7.9 Pro-Rations The Customary Pro-Rations shall be determined and escrowed as of the Closing Date to be paid pursuant to the requirements of the particular expense. 7.10 Limitations on Subsequent Transfers of DTI Shares; Legends. (a) Sellers agree that they will not sell, distribute or otherwise transfer (or consent to any sale, distribution or transfer of), or enter into any agreement or commitment to undertake any of the foregoing (any such event, a "Transfer"), any DTI Shares, unless: (i) a registration statement on an appropriate form under the Securities Act covering the proposed Transfer of the DTI Shares shall be in effect under the Securities Act and such DTI Shares or the proposed Transfer shall have been registered under applicable securities laws of any jurisdiction; or (ii) Sellers shall have advised the Purchaser in writing that it intends to dispose of such DTI Shares in a manner to be described in such advice, and counsel reasonably acceptable to the Purchaser shall have delivered to the Purchaser an opinion reasonably acceptable to the Purchaser and its counsel that registration is not required under the Securities Act or under any applicable securities laws of any jurisdiction. (b) Purchaser agrees to file with the Commission, no later than ninety (90) days after the Closing Date, a registration statement (the "Registration Statement") under the Securities Act with respect to the resale or distribution of the DTI Shares in accordance with the consolidated plan of reorganization to be filed by the Sellers with the Bankruptcy Court (the "Plan of Reorganization"). The registration provided by this Section 7.10(b) shall be effected by the filing of a Registration Statement on Form S-3 or such other form as Purchaser in its sole discretion determines to be available and appropriate for the registration of resale or distribution of the DTI Shares, which shall provide for sales to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the Commission) in accordance with the method of disposition designated by the Sellers in the Plan of Reorganization. Purchaser agrees to keep the registration statement filed pursuant to this Section 7.10(b) effective and current for a period to expire upon the earlier of (a) one-hundred-eighty (180) days following the date such registration statement is declared effective by the Commission or (b) the date that all of the DTI Shares covered by the registration statement have been sold or distributed thereunder. In connection with the preparation of the Registration Statement, Sellers agree to provide any and all information regarding Sellers and the resale or distribution of the DTI Shares required to be included in the Registration Statement. (c) Each of Sellers agree and acknowledge that the certificates representing the DTI Shares and any other securities issued in respect of the DTI Shares shall be stamped or otherwise imprinted with legends in the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE 'GEORGIA SECURITIES ACT OF 1973,' AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON SALE, TRANSFER OR DISTRIBUTION AS SET FORTH IN THAT CERTAIN STOCK AND ASSET PURCHASE AGREEMENT, DATED SEPTEMBER __, 2001, A COPY OF WHICH IS AVAILABLE UPON REQUEST FROM THE CORPORATION. 8. Tax Matters All transfer, documentary, sales, use, stamp, registration and other such taxes and fees (including any penalties and interest) incurred in connection with this Agreement shall be paid by Purchaser when due, and Purchaser shall, at its own expense, file all necessary tax returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other taxes and fees. 9. Governing Law This Agreement and all rights and duties hereunder shall be governed by, and interpreted and enforced in accordance with, the substantive laws of the State of Georgia. 10. Termination 10.1 Termination. This Agreement and the Transaction contemplated hereby may only be terminated prior to Closing as follows: (a) By Purchaser, if Purchaser is prepared to close and all conditions of the Sellers' obligations to close pursuant to Sections 4.1 and 4.3 have been satisfied and the Sellers either fail to close by the Final Closing Date, unless extended by written agreement of the parties, or fail to satisfy Purchaser's conditions to closing contained in Sections 4.2(c)- 4.2(g); (b) By the Sellers, if the Sellers are prepared to close and all conditions of the Purchaser's obligations to close pursuant to Sections 4.1 and 4.2 have been satisfied and the Purchaser either fails to close by the Final Closing Date, unless extended by written agreement of the parties, fails to satisfy the Sellers' conditions to closing contained in Sections 4.3(a)-4.3(c); (c) By the Purchaser, if the conditions to closing contained in Sections 4.2(a)-4.2(b) have not been satisfied; (d) By Purchaser, if the Sellers fail to cure any material breach of this Agreement within ten (10) days after the receipt of written notice thereof from Purchaser; (e) By the Sellers, if the Purchaser fails to cure any material breach of this Agreement within ten (10) days after the receipt of written notice thereof from the Sellers; (f) either party, if the Bankruptcy Court declines to enter an order approving any or all of the provisions of this Agreement for reasons other than Section 10.1(g) below, or if such an order is entered but an appeal or motion for leave to appeal is filed; and (g) by the Sellers, if the Sellers receive a higher or better offer through the Bankruptcy Court's auction and such higher or better offer is approved by the Bankruptcy Court. 10.2 Effect of Termination. In the event this Agreement is terminated pursuant to Section 10.1, the provisions of Sections 10.3 and 11.1 shall survive any such termination. 10.3 Refund of Deposit; Break-Up Fee. In the event this Agreement is terminated pursuant to Section 10.1(g), Sellers shall pay the Break-Up Fee to Purchaser within ten (10) days of any such termination by wire transfer to an account designated by the Purchaser. In the event this Agreement is terminated pursuant to Sections 10.1(a), 10.1(c), 10.1(d), 10.1(f), or 10.1(g), the Sellers shall refund to the Purchaser the Deposit within ten (10) days of any such termination by wire transfer to an account designated by the Purchaser. In the event that this Agreement is terminated by the Purchaser pursuant to Section 10.1(c) because the Purchaser failed to obtain financing in satisfaction of Section 4.2(a) of this Agreement, the Purchaser shall issue 250,000 DTI Shares to the Sellers, subject to the terms of Sections 6.9 and 7.10 hereof. 11. General Provisions 11.1 Expenses. Subject to the payment of the Break-Up Fee to Purchaser in accordance with the terms hereof, all expenses incurred by a party in connection with or related to the authorization, preparation, and execution of this Agreement and the Closing of the transactions contemplated hereby, including, without limitation, all fees and expenses of agents, representatives, counsel, and accountants employed by the party, shall be borne solely and entirely by that party. Each party shall bear and be responsible for its own costs regarding the Transaction and any investigation, negotiation or documentation thereof. 11.2 Notice. Any notice, request, demand or other communication required to be given hereunder shall be made in writing and shall be deemed to have been fully given (a) if transmitted by telecopy, electronic telephone line facsimile transmission or other similar electronic or digital transmission method, when transmitted; (b) if sent by a nationally recognized next day delivery service that obtains a receipt on delivery, the day after it is sent; (c) if mailed, first class registered or certified United States mail, postage prepaid, five days after it is sent; and (d) in any other case, when actually received. In each case, notice shall be sent to the following addresses (or at such other addresses as shall be given in writing by any party to the other parties hereto): (a) If to the Parent or to the Sub to: Rapid Link, Inc. 1100 Circle Seventy-Five Parkway, Suite 1100 Atlanta, Georgia 30339 With a copy (which shall not constitute notice) to: Kritzer & Levick, P.C. 6400 Powers Ferry Road, Suite 200 Atlanta, Georgia 30339 Attn: David Kurzweil, Esq. (b) If to Purchaser to: Dial Thru International Corporation 700 South Flower Street, Suite 2950 Los Angeles, California 90017 Attn: John Jenkins, President With a copy (which shall not constitute notice) to: Troutman Sanders, LLP 600 Peachtree St. NE, Suite 5200 Atlanta, GA 30308 Attn: Kenneth S. Piernik, Esq. Any party may change the address to which notices are to be sent to it by giving written notice of such change of address to the other parties in the manner above provided for giving notice. If delivered personally, the date on which a notice, request, instruction or document is delivered shall be the date on which such delivery is made, and if delivered by mail, the date on which such notice, request, instruction or document is received shall be the date of delivery. 11.3 Assignment. This Agreement and the rights and obligations of the parties under this Agreement may not be assigned, and any such purported assignment will be null and void. 11.4 Headings. The Section and other headings in this Agreement are inserted solely as a matter of convenience and for reference, and are not a part of this Agreement. 11.5 Counterparts; Copies. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one counterpart has been signed by each party and delivered to the other party hereto. One or more copies of this Agreement may be executed but it shall not be necessary, in making proof of the existence of this Agreement, to provide more than one original copy. 11.6 Integration of Agreement. This is a completely integrated agreement and is the final and entire agreement among the parties regarding the subject matter hereof, and is a complete and exclusive statement of the terms of such agreement. This Agreement and the Exhibits hereto that are referred to herein (all of which are incorporated herein by this reference) supersede all prior agreements, oral and written, between the parties hereto with respect to the subject matter hereof. Neither this Agreement, nor any provision hereof, may be changed, waived, discharged, supplemented, or terminated orally, but only by an agreement in writing signed by the party against which the enforcement of such change, waiver, discharge, or termination is sought. 11.7 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision or provisions had never been contained herein unless the deletion of such provision or provisions would result in such a material change as to cause completion of the transactions contemplated hereby to be unreasonable. 11.8 Incorporation of Exhibits. The Exhibits expressly identified in this Agreement and attached hereto are hereby incorporated herein by reference and are accordingly made a part hereof. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] [SIGNATURES APPEAR ON THE NEXT PAGE] IN WITNESS WHEREOF, each party hereto has executed this Agreement, all as of the day and year first above written. PURCHASER: SELLER: DIAL THRU INTERNATIONAL RAPID LINK, INC. CORPORATION By:_____________________________ By:____________________________________ John Jenkins, President David Hess, President SELLER: RAPID LINK USA, INC. By:___________________________________ David Hess, President Schedule "1.1(a)" Furniture, Fixtures, and Equipment All furniture, fixtures and equipment owned by Sellers and not subject to any security interest, including but not limited to the following: ASSET LIST DATE VENDOR DESCRIPTION TELECOM EQUIPMENT E-T 01/18/96NACT 2 NTS-335 Modems E-T 01/24/96AT&T Phone System E-T 01/26/96NACT SCSI Board (Upgrade to 8 Meg Ram) E-T 01/31/96NACT NTS Computer & PBX Parts E-T 02/01/96PowerCom Phone System E-T 02/26/96CIG 0X16 Fiber Station Module E-T 02/29/96Jorge Martinez Voice & Data Wire(Phone System) E-T 03/13/96Telcom Products Phone System E-T 03/14/96NACT Computer Hardware E-T 03/20/96NACT Computer Hardware(TCU Addition for #4) E-T 03/26/96Telcom Products Phone System(Echo Chancellor) E-T 04/11/96Telcom Products Phone System(2 Echo Canceller) E-T 04/11/96Vail Systems, Inc Phone System E-T 04/18/96AT&T Phone System E-T 04/30/96NACT Computer Hardware(Call Back) STX E-T 05/14/96NACT Computer Hardware STX E-T 05/24/96Phillips Comm & Equip Phone System Co. E-T 06/10/96NACT 1 GB Hard Drive E-T 06/11/96Phillips Comm & Equip Phone System(DSU 56/64) Co. E-T 06/26/96Phillips Comm & Equip Phone System(Fuse Panel) Co. E-T 05/31/97NACT DSP Board E-T 05/31/97NACT T1 Board E-T 08/06/97Telecom Nine One One 10 M7208 Telephones E-T 08/06/97Telecom Nine One One 1 Station Module E-T 10/15/97NACT NTS 2000 Hardware E-T 10/20/97NACT NTS Tape Drive E-T 12/10/97NACT Battery Pack E-T 12/12/97NACT NTS External E-T 01/15/98Data Comm Warehouse 16 Port 10 Base T Switch E-T 02/28/981st Union- E-T 02/28/98AMEX- Vive Synergies AutoConnect Lines E-T 03/31/98AMEX- Vive Synergies AutoConnect/AutoBooth E-T 04/24/98NACT E-T 05/19/98Bell South Comm System E-T 05/28/98VIVE Synergies AutoConnect Lines E-T 06/01/98NACT Telecom STX E-T 07/15/98VIVE Synergies, Inc. Auto CTD E-T 07/16/98Cybernetics Laboratories IVR Partial E-T 07/27/98Telecom Nine One One Telephones E-T 08/03/98Telecom Nine One One Telephones E-T 08/06/98Telecom Nine One One Fiber Station Module E-T 08/21/98Cybernetics Laboratories IVR Partial E-T 08/31/98VIVE Synergies, Inc. Auto Phone Booth E-T 09/22/98Cybernetics Laboratories IVR Partial E-T 09/25/98GT Communications Inc. Cat Cables E-T 10/01/98Savvis Communications DS-3 Internet Installation E-T 10/09/98Cybernetics Laboratories 300 Watt Server E-T 10/21/98Vive Synergies AutoConnect Lines E-T 10/22/98Techforce Corporation Cisco E-T 10/23/98Cybernetics Laboratories Marketing Module E-T 10/30/98Cummins Onan South Pwr Power Generator E-T 11/19/98ICSC Import Fees E-T 11/19/98ICSC NTT Bill E-T 11/11/98NACT Telecom 1344 Port STX E-T 11/23/98Vive Synergies AutoPhone Booth E-T 11/23/98Vive Synergies LCR Telepublico E-T 11/30/98Bell South Comm System Analog Terminal Adpt. E-T 11/16/98Clarent Gateway 98450025 E-T 12/14/98Communications Tech E-T 12/15/98Bell South Comm System E-T 12/31/98Clarent Gateway-Okinawa 98430045 E-T 01/14/99GT Communications Fiber Cable 01/18/99Cybernetics Labs Marketing Database 02/16/99TechForce Corp. Network 02/22/99NACT Server 03/15/99Sunrise Telecom T1 test device 04/01/99NACT Modem 04/15/99NACT Master Control Unit 04/08/99TechForce Corp. 8 Port Serial 04/01/99TechForce Corp. DS3 Port Enhanced 05/01/99System Automation Credit memo 05/01/99Vive Synergies Telepublico Dialer 05/11/99Nortel MMCS Switch 12/31/01Nortel uncollectable portion of nortel switch 05/31/99Clarent Shipping/Import Fees 05/01/99Clarent Servers 06/01/99Clarent Gateway 98530026 06/01/99Clarent Gateway 06/15/99Entre Computer Cisco Router 06/22/99Clarent-Gateway 2-99260045, 99260046 06/22/99Clarent-Gateway 2-99260047, 99260048 06/02/99Clarent-Gateway 99230017 10/02/72Insight HP procurve hub 07/01/99Graybar ADC Telecom MMCS 07/08/99Adcom T3 digital acess 08/01/99TechForce Corp. 2500 Mod Router 08/03/99Entre Computer Cisco 1 port Module 08/12/99Boston Telephone 16 Port Dig Line card 08/20/99TechForce Corp. Cisco 7206 08/01/99Entre Computer Adtran DSU 08/01/99Entre Computer Cisco Ios IP 08/19/99Entre Computer Apc Matrix 3000J 08/04/99Entre Computer Cisco memory 4MB 08/01/99Entre Computer Nortel Router 08/01/99Entre Computer HP Netserver 08/01/99Entre Computer Adtran TSU rack 08/01/99Entre Computer Cisco Router 08/31/99Nortel MMCS Switch 09/13/99Portal APC Netshelter 09/14/99Entre Computer SS7/ Call trace 09/30/99World Access STX 09/01/99Convergent Comm Cisco 7200 09/29/99Convergent Comm Cisco 3620 09/15/99Communication Supply DCC4884 patch panel 09/14/99Graybar electric DSX Best 64 09/30/99Graybar electric DSX Best 56 09/30/99Graybar electric DSX Best 56 09/15/99Communication Supply Cabinet/Fan 09/10/99Sunrise Telecom E10 09/30/99Clarent Gateway 09/30/99Clarent Gateway 09/30/99Clarent Signaling link 10/14/99Clarent-Gateway 4-all in prague-99420045, 99420044, 99420043, 99420042 10/19/99Entre Computer Baystack Router 10/30/99Entre Computer Cisco 1605 R 10/31/99Cybernetics Labs 300 watt server 11/17/99Nact STX Switch-In Serv 12/99 11/17/99Nact STX Switch-In Serv 1/100 11/02/99Entre Computer Cisco Router 2600 11/23/99Clarent-Gateway 11/23/99Clarent-Gateway 99380026 11/19/99Clarent-Gateway 99480045, 99480046 11/19/99Clarent-Gateway 11/18/99Entre Computer Cisco ISDN 11/18/99Entre Computer Cisco net mode 11/30/99Insight Tecra 8000 11/30/99Sky web Router 12/27/99Black Box Code operated switch 12/31/99RL GMbh Media converter 12/23/99Clarent 2 T-1 Gateways @ $49685 each 2 E-1 Gateways @ $59285 each Clarent S# 20120080, 2 E-1 Gateways @ $59285 each 20120081 Clarent 1 Quad T1 @ $49685 6 T-1 gateways @ 49685 each Clarent 1 E-1 @ 59285 Clarent 6 T-1 gateways @ 49685 each 12/22/99Entre Computer HP Procurve switch 01/01/00GRAYBAR DSX-BEST-64 01/01/00GRAYBAR DSX-BEST-64 01/01/00GRAYBAR D1M-180006 01/20/00BAY DATA CONSULT Cisco Router 01/20/00BAY DATA CONSULT Cisco Router 01/11/00Phillips Communications Nortel 25 amp rectifier 02/01/00BAY DATA CONSULT Cisco Router,net cool 02/01/00BAY DATA CONSULT cisco 8-port e-net 02/01/00BAY DATA CONSULT cab-oct-v35-m cable 02/01/00BAY DATA CONSULT cab-oct-v35-m cable 02/15/00Advanced Technology TSU rackmount single port 02/29/00Computer Associates oracle hp-UZ 9k800 class 1,2,3 03/03/00Prolink 2 CSU with v.35-cisco cables 03/03/00Prolink 2CSU v.35 03/14/00Consoldated Freightway Frieght Telephone Equipment 03/15/00Convergent Cisco upgrade, cisco smartnet, desktop swithcing 03/21/00Clarent 2 gateway, 6 addt'al spans 1 digal port 03/14/00NACT NTS 1000 03/14/00NACT NTS 2000 04/20/00Entre Cisco Smrtnt 04/20/00Entre Cisco 2portfast-enet,interface mod vip2-40 04/20/00Entre Cisco 64mb Fram F/7500 Router 04/24/00TWAcomm Panasonic KX-T824 Tele sys 04/25/00Entre Cisco router, interface mod, 8port mulitchnl T1, 7500 128mb Dram F/vip2-5 04/30/00World Access 9-gig hard drive, DLT tape drive 04/30/00World Access SCO Unix 5.2 05/17/00Convergent Cisco 2620 10/100 & 6021 port 05/17/00Convergent Cisco 2620 10/100 & 6021 port,smartnet dram dimm 05/25/00Convergent Cisco 7513 7513 power supply 05/24/00Insight compaq memory256mb, nt server 05/30/00Convergent cisco 7500 RSP 128mb 05/23/00Insight 22-port 10/100, 2port switches, smatnet 06/13/00Williams Communications 06/30/00Siemens Operations Terminal 06/01/00Convergent Cisco E1/Isdn Pri Ntwk Module 06/28/00Insight 9.1gb pluggable ultra2-inv 10K RPM 06/29/00Codaram smartups 3000 RM 120V, 5000 RMT Bdl with web return of smartups 3000 rm and 18" shelves 08/15/00Codaram remaining items from the smartups purchase 06/29/00Codaram 77" compaq comp, cabinet, 06/29/00Insight compaq V700 17" Monitor 06/09/00Insight compaq proliant 1600 PII, Compaq smart 221-array 06/09/00Insight 128mb reg. Sdram memory, compaq rack, keyboard, port switch, 17" monitor 06/29/00NACT 9 gig Hard drive SDO 06/14/00Insight 1-port, 4-wire 56KPS Van interface card 06/08/00Insight compaq proliant 1600 PII, Compaq smart 221-array 06/08/00Insight Compaq 600 mhz processor, porliant 1200 1600 hot plug 06/08/00Insight 128 mb reg. Sdram memory, 256 mb reg sdram memory, 06/07/00Insight 9.1 GB Pluggable Ultra2-unv 07/11/00Advanced Technology equipment for set up of LA office 08/15/00Codaram smartups 3000 rm 120v 5 u linint ups 8 recepticals 08/31/00Clarent 10 96-prt Dig T1 2U-GW R3, 10 side rails, 49 Command Ctr licence>24 ports, 2 adds 90ports of E1, 2 32- port Anlg, Carruer GW R3, 08/31/00Convergent HP procurve switch, belkin Omni View, Blkin cable kit 08/07/00Codaram casters, levelers, smart ups 2200 rack mount77' equip cab 24" deep louvered shelf, plexiglass door, smartups 5000RMT BDL with beb snmp, 84" Relay rack 08/31/00Western Telematic V.34 Rack mount modem 08/31/00Somera 8 appl mod cotal de-1-E1, 80intfc Mod octal ds-1-E1, 3 blank bezel- front app, 3 blank bezel-back app, 08/07/00Datacomm Warehouse omniview pro pc/srvr 08/08/00Datacomm Warehouse HP procurve switch 08/31/00Convergent Cisco 7500 128 mb dram, 8mb sram for vip250, E1 adapter for Vip 250 08/31/00Convergent E1 Acapter fro Vip250 08/31/00Convergent Cisco Vip 2 model 50 card-for the 7513 cisco router in Atlanta 08/31/00Convergent blackbox 2 T1/E1 inverse multiplexor 08/31/00Convergent cisco, catalyst 2924 cisco 2 port hssi adapter 08/23/00Liebert UPS 08/07/00Liebert UPS 08/14/00Liebert Air Conditioner 08/07/00Convergent Ciscom 4 port T1 adapter 09/21/00Convergent 2 port multichannel E1 09/30/00Somera 19" front conn, PNL56 09/30/00Somera Primary CD Broadband 09/30/00Somera Appl Mod Sngl T3, Intfc Mod sngle T3 09/30/00Convergent Cisco RSP4 flash card 10/30/00Williams Communications Telecom equip.-bldg 1000; ground floor 10/12/00Convergent 6054200169L1 ADTRAN CSU/DSU 10/10/00Joe Powell & Assoc. Caterpillar Generator 3306TA 10/16/00Insight Cabinets for NTS servers 10/16/00Insight Cabinets for NTS servers 10/04/00Codaram Corp 2 SmartUPS 3000 RM 120V 5U 12/31/00Clarent (5) T1 gateways plus asscories 03/13/01Clarent Returned (5) T1 gateways 12/31/00Clarent (1) T1 Gateway|(5) E1 Gateways 03/13/01Clarent Returned (1) T1 and (1) E1 @$46509.22 for T1 and $55811.04 for E1 see above Clarent (4) E1 gate ways plus E1 and T1 asscories 03/08/01convergent Adtran CSUDSU 03/08/01convergent Cisco 7200 input/output controller Equipment E 06/30/94 COPIER (TRADE-IN 10/95)** E 03/24/94SOUTHEASTERN COMM VOICE MAIL SYSTEM E 03/24/94SOUTHEASTERN COMM PHONES E 06/30/94 FAX MACHINE E 06/30/94 TELEPHONES E 07/22/94ATLANTEL 2 SPEAKER PHONES E 07/31/95Cobb Office fax machine E 12/31/95Digital System Telephone System E 01/05/96Contel Card Machine E 01/23/96Office Depo HP Fax 700 E 01/29/96Office Depo Shredder E 02/06/96Digitel 7 M7208 Square Phone Set E 02/20/96Digitel Phone System E 02/26/96CIG 2 M7310 Telephone Set E 02/26/96CIG 9 M7208 Square Phone Set E 08/07/96Office Depo PS60CC Shredder E 08/07/96Office Depo 1 Fax 700 Machines w/Accessories E 08/07/96Office Depo 1 Fax 700 Machines w/Accessories E 09/26/96CIG 2 M7310 Phone Sets E 09/30/96Digitel 1 Cintec Cinphony I E 09/30/96Digitel Digitel Trunk interface Card E 09/30/96Digitel Service Cartridge E 09/30/96Digitel 4 Analog Terminal adapters E 09/30/96Digitel 1 4 port analog Voice Card E 12/12/96Computer City 1 Fax 750 E 02/28/97Office Depot 1 Hp Fax 700 E 02/28/97Office Depot 1 9700 Portable Overhead Projector E 03/31/97Best Buy 1 VCR E 03/31/97Best Buy 1 TV E 04/30/97Global Computer Supplies LCD Projection Unit E 09/30/97Laarhoven Design Trade Show Booth Design E 09/30/97Laarhoven Design Trade Show Booth Design E 09/30/97Laarhoven Design Trade Show Booth Design E 09/30/97Think Ink Trade Show Booth Design E 10/31/97BellSouth Communications ACD/Voice Mail System E 10/31/97BellSouth Communications ACD/Voice Mail System E 11/12/97Southern Office Centre Date/Time Auto Stamper E 12/23/97Altec Systems Motion Detector E 03/31/98Telecom Nine One One Telephones/Station Modules E 03/31/98Telecom Nine One One Telephones E 05/21/98ACS Computer Printing Optra Printers Sys E 08/03/98ACS Computer Printing Brother Intellifax Sys E 08/03/98Amex- Aaron Rents Desk Returns E 08/27/98Bellsouth Communications Digital Trunk Interface E 08/31/98Amex- Aaron Rents Office Furniture E 08/31/98Amex- Nextel Cellular Phones E 09/11/98ACS Computer Printing Lexmark Optra Sys E 09/11/98ACS Computer Printing Optra Printer/Duplexer Sys E 09/30/98Dewey Wise - Office Printer Depot E 09/30/98WrightLine NOC Furnishings E 10/01/98Amex-Aaron Rents Office Furniture E 10/01/98Amex-VoiceLink Pagers E 10/01/98Amex- Black Box Corp Net Rack Plus E 10/06/98Telecom Nine One One Telephones E 10/28/98ICSC E 10/30/98InterSpace Office Guest Chairs Furniture E 10/30/98Insight Printer E 11/11/98Altec Systems Proximity Readers E 01/07/99Wolf Camera Digital Olympus Camera E 01/26/99Inacom Compaq Proliant E 01/26/99Inacom Com Rack E 01/26/99Inacom Com Rack E 02/28/99Inacom Information Com Rack E 05/01/99Communications Supply Cabinet fan & light E 05/21/99Entre Computer Adtran DSU E 06/17/99Consolidated Techincal QM30 E 09/08/99Symon Communications E 09/08/99Barlow Communications E 09/08/99Artlite Ocffice Supply Co E 10/28/99Boston Telephone Telephones E 10/05/99Access Direct UPS E 10/27/99Black Box Netrack E 10/21/99Insight 12/22/99Barlow Communications Nextel vehicle chargers Furniture/Fixtures F 03/24/94 MISC USED OFFICE FURNITURE F 03/24/94 AIR CONDITIONER (SWITCH ROOM) F 04/01/94 FIRE PROOF SAFE F 11/30/95Office depot office furnishings F 01/05/96Office Furniture Whse 1 Reception Desk F 01/05/96Office Furniture Whse 2 Used Chairs F 01/05/96Fasteners for Retail Furniture F 01/06/96Impulse Appliances F 01/09/96Office Furniture Whse 7 Computer Tables F 01/09/96Office Furniture Whse 12 Panels/Blue F 01/09/96Office Furniture Whse 5 Panels/Blue F 01/13/96Target Office Furniture F 01/16/96Best Buy Co Furniture/Appliances F 02/06/96Office Furniture Whse 2 Computer Tables F 02/06/96Office Furniture Whse 12 Panels/LT Gray F 02/06/96Office Furniture Whse 5 Panels/Blue F 02/07/96Office Furniture Whse 1 Workstation F 05/09/96National Furniture 1 16 ft Conference Table Liquidators F 05/15/96Fred Jones Refinish Table F 07/01/96Office Furniture Whse Furnitures F 10/24/96Office Furniture Whse Conference Cabinet F 10/24/96Office Furniture Whse 2 Office Chairs F 11/08/96Office Depot 2 Sentry Home Safes F 12/06/96Aaron Rents, Inc. Conference Desk F 12/06/96Aaron Rents, Inc. 1 Credenza F 12/12/96Aaron Rents, Inc. Exec Chair F 12/12/96Aaron Rents, Inc. 2 Credenzas F 12/12/96Aaron Rents, Inc. 11 Computer Tables F 12/16/96Aaron Rents, Inc. 1 Credenza F 12/16/96Aaron Rents, Inc. 1 Bookcase _ Hutch F 02/26/97Office Furniture Office Cube Unit Warehouse F 03/17/97Office Furniture 1 Open Hutch Warehouse F 04/02/97Aaron Rents Credenza & Hutch-Corp Apt F 05/19/97Aaron Rents 1 Conference desk & Bridge F 05/19/97Aaron Rents 1 File (4706) F 05/19/97Aaron Rents 1 File (4749) F 07/29/97Office Furniture Cubicles Warehouse F 08/02/97Laarhoven Design (Amx) Booth F 08/11/97Office Depot 2 Napolian hi-black chairs F 08/11/97Office Depot 8 Mid-Black Chairs F 08/13/97Aaron Rents 1 File Cabinet F 08/20/97Beacon Hill Pictures F 09/03/97Office Furniture Mahogony Conf Table-Exec. Warehouse F 09/16/97Office Depot Chair-Napoli Leather Hi-back F 09/16/97Office Depot Chair-task-ergonomic F 09/16/97Office Depot Time Clock F 09/23/97Aaron Rents Side Chairs _ Administration F 10/08/97Office Depot Hi-Back Chair F 10/13/97Southern Office Centre 2 Drawer Lateral File F 10/15/97Aaron Rents Loveseat F 01/31/98Office Depot Lateral File F 04/30/98Amex- Office Furniture F 05/20/98Office Furniture Whse Cubicles F 05/26/98Office Depot Office Furniture F 05/31/98AMEX- Aaron Rents Office Furniture F 06/15/98Office Depot Lateral File F 06/18/98First Union Mounting Shelf F 06/19/98Office Furniture Cherry Desk Warehouse F 06/30/98AMEX- Aaron Rents Office Furniture F 06/30/98AMEX- Aaron Rents Office Furniture F 06/30/98AMEX- Aaron Rents Office Furniture F 07/13/98Global Business Furn Lateral File F 07/30/98Office Furn Warehouse Office Furniture F 12/11/98Inter Space Office Furn. Conf table, cubicles, chairs F 01/08/99David Wise Break Room Table 1100 Bldg F 02/05/99Interspace Office Office Furniture F 02/05/99Interspace Office Office Furniture F 02/12/99Interspace Office Office Furniture F 02/12/99Interspace Office 5 Conference Room Chairs F 02/18/99Interspace Office Office Furniture F 02/12/99Interspace Office 24x48 return, 36"high self, 36" flffer door; computer cradenza, 1 Leather banker's chair F 02/15/99Artlite Office Supply Office Furniture F 02/15/99Office Max Office Furniture F 02/10/99 Office Max Office Furniture F 02/05/99Interspace Office Office Furniture F 03/08/99Office Depot Office Furniture F 03/30/99Office Depot Office Furniture F 03/04/99Interspace Office Office Furniture F 03/01/99Interspace Office Office Furniture F 03/05/99Artlite Office Supply Office Furniture F 03/15/99Art Laminating F 03/01/99Wright Line F 03/01/99Wright Line F 05/30/99Journal Entry Desk Japan F 10/19/99Okinawa Office Office cabinet Okinawa F 10/31/99Interspace Office Desk/Crendza F 10/20/99Office Max Lateral Files F 10/01/99Office Depot File cabinet F 11/02/99Interspace Office Furniture F 11/19/99Interspace Office Furniture F 11/18/99Interspace Office Furniture 11/30/99American Comm. Phones 12/22/99Interspace Office Screen Kristi Howard 12/07/99Interspace Office Desk/Screen 12/07/99Interspace Office Hutch 12/07/99Interspace Office Cherry Hutch 12/27/99Insight Compaq Rack coupling 12/06/99Insight Rack Mountable power unit 12/27/99Mustang computers Imation Cart 01/01/00Republic leasing OFFICE FURNITURE 01/01/00Republic leasing OFFICE FURNITURE 01/13/00OFFICE MAX 36" 4 DR LATERAL FILE 01/18/00OFFICE MAX 36" 4 DR LATERAL FILE 01/19/00OFFICE MAX EXECTUIVE CHAIR 01/28/00INTERSPACE OFFICE DESK, RETURN, CHAIR, BOOKCASE 01/21/00OFFICE MAX 30" 4 DR LATERAL FILE 01/31/00TMR Switch Cabinet 01/31/00INTERSPACE OFFICE desk, credenza 01/31/00INTERSPACE OFFICE credenza, bookcase 02/22/00INTERSPACE OFFICE 12' racetrack table 03/31/00Advanta Furniture Lease 03/20/00INTERSPACE OFFICE Desk with return 03/07/00OFFICE MAX leather chair 03/21/00Communications Supply 36'Black cabinet 03/03/00Artlite remarkable board 03/07/00OFFICE MAX 36" 4 DR LATERAL FILE 03/03/00Artlite SAF multimedia cabinet 04/30/00INTERSPACE OFFICE 2 dr. lateral 04/30/00OFFICE MAX 36" 4 DR LATERAL FILE 04/30/00INTERSPACE OFFICE cubical 04/30/00INTERSPACE OFFICE cubical 04/30/00OFFICE MAX 36" 4 DR LATERAL FILE 04/01/00UPS (uniterupted power source) 05/31/00INTERSPACE OFFICE desk, credenza, hutch, bookcase 05/23/00Black Box Co Netrack, 19" rack mount power 07/17/00INTERSPACE OFFICE Lateral file Chest 07/19/00Sears Refridgorator for 10000 groud floor 08/28/00INTERSPACE OFFICE to rearrange 2 order fullfillment stations 08/28/00INTERSPACE OFFICE 30x66 l ped desk-mh 08/28/00INTERSPACE OFFICE breakroom furniture ste 001 and 005 08/28/00INTERSPACE OFFICE 5 new cubicles for NOC 10/24/00INTERSPACE OFFICE Reception station/CFO admin. 10/24/00INTERSPACE OFFICE 2 drawer lateral file/CFO admin. 10/16/00INTERSPACE OFFICE Rt pedistal desk/mhgny 10/16/00INTERSPACE OFFICE 24x48 left return/mhgny 10/16/00INTERSPACE OFFICE Global 20x66 kneespan/mhgny 10/16/00INTERSPACE OFFICE Bookcase/mhgny 10/19/00INTERSPACE OFFICE credenza Computers C 06/30/94 COMPUTER C 07/25/94NET TECH COMPUTERS/PRINTERS C 01/31/95Cherokee Data Okidata printer C 12/31/95AMEX-Gateway Computers computers C 12/31/95AMEX-Gateway Computers computers C 12/31/95AMEX-Gateway Computers computers C 12/31/95Metrolaser HP 4si laser jet printer C 01/15/96Microseconds HP Jaser Jet III Printer C 01/15/96Microseconds 1 486 sx72-50 C 01/15/96Microseconds Computer Parts/Accessories C 01/16/96Computer City 4 4MB Memory/ IDE 1.08 GiG 3.5" C 01/25/96Computer City Scan Jet 4C C 02/06/96Digital Int'l Computer Parts/Equip C 02/06/96Computer City BP/DPUB Pagemaker C 02/08/96Communication Supply Computer Hardware Corp C 02/09/96Computer City Stylus Color II Printer C 02/29/96Computer City 4 8mb Memory C 03/07/96Univ Data Consultants, 4 WYSE Monitors/Keyboards Inc. C 04/04/96Energy Electric Cable, Computer Cables Inc. C 04/11/96Best Buy Co Lap Top PC C 04/11/96Best Buy Co Lap Top PC C 05/15/96MetroLaser 1 Laserjet 4 Plus Printer C 05/31/96Energy Electric Cable, Computer Cables Inc. C 06/18/96Photo Disc Computers C 06/18/96Computer City Laser Jet 5L C 06/27/96Energy Electric Cable, Computer Cables Inc. C 07/02/96Communication Supply Computer Cables C 07/05/96Compusa Tektronix Phaser 550 C 07/18/96Computer City Presario P-100 PC C 07/18/96Computer City Micro Soft NT Office wkst(Software) C 07/18/96Computer City Presario P-133 PC C 07/18/96Computer City Presario 1525 PC C 07/18/96Computer City Okidata OL600E Printer C 07/24/96Computer City Zip Drive 100 MB Parallel C 07/24/96Computer City Okidata OL600E Printer C 08/19/96TTC Computer Mainframe/Tester C 08/30/96Computer City 1P-100 PC C 09/26/96Computer City Case,MLB,PS,Floppy/Computer parts C 09/26/96Computer City 32 MB Memory C 09/26/96Computer City 2.5 GB IDE Hard Drive C 10/21/96Communication Supply Computer Hardware C 10/21/96Computer City 1 RL75-WS PC C 10/21/96Computer City 1 RL75-WS PC C 10/21/96Computer City 1 RL75-WS PC C 10/21/96Computer City 1 8x IDE Cd Rom C 10/29/96Officemax Deskjet 682c C 10/30/96Computer City 1 Color Monitor 15" PBELL C 10/30/96Computer City NT 10user Ethernet Hub C 10/30/96Computer City Modem/Hard Drive/Memory/Parts C 11/01/96Computer City Laserjet 5 Printer C 11/15/96Computer City 2 Jet Directs 10BT C 11/18/96DTK Computer Inc. 20 PCs w/DTK Box C 12/19/96Compusa USA Computer Color Monitor C 12/20/96Compusa USA Computer Color Monitor C 12/23/96Computer City Laserjet 5 Printer C 12/30/96Computer City 20 1PK Magnus 2.0GB DC9200 Cart C 12/31/96Auditors Ajustment Lan C 01/13/97Computer City 1 Laserjet 5 Printer C 01/13/97Digitel Install Fiber Station Module C 01/31/97Computer City CD Rom Drive & Kit C 02/03/97DTK Computer Inc. of 5 DTK PC's Georgia C 02/10/97Computer City Direct 10 Base T C 03/31/97Compusa Scanner C 04/21/97Computer City 1 HP 5si/mx Printer C 04/25/97DTK Computer Inc. of 15 DTK PC's Georgia C 04/30/97Office Depot 1 Okidata Printer 600E C 04/30/97Office Depot 1 HP Laserjet 6p Printer C 05/27/97Computer City 1 Megalink Modem C 06/17/97NACT 4 GB Drives / STX C 07/22/97NACT 1 stx modem C 07/22/97NACT 1 dial out modem C 08/23/97 Cork Express C 08/26/97Technologies Inc. 1 Interceptor 3.0 Appliance/32 Sim Conn C 08/26/97Technologies Inc. 10/100 Base T NIC C 08/27/97DTK Computer Inc. of 15 DTK PC's Georgia C 09/04/97Ikon Office Solutions Builiding Firewall-Internet C 09/15/97Computer City 10 APC UPS 280 C 09/15/97Computer City 5 APC UPS 450 C 09/15/97Computer City 1 Internal Fax C 09/15/97Computer City 1 LJS 12 PPM 600 DPI 4 MB C 09/15/97Computer City 10 Linksy Ethernet PCI Cards C 09/17/97ON Technology Corp Modem Pooling software C 09/23/97AMEX/Proline Computing MCSE Training Course C 09/23/97AMEX/Comp USA Exchange Server V5.0 C 09/23/97AMEX/Microware House Hard Drive for NTS C 10/04/97Computer City 4 Presario 1620 C 10/30/97First Union Lap Top computer C 12/07/97Computer City Presario 1620 C 12/07/97Computer City Sony/Fujitsu C 12/07/97Computer City LaserJet Printer-Acctng C 12/10/97Computer City Office 97 Upgrade C 12/11/97Office Depot HP Printer C 12/30/97Business Management NAVISION Accounting Software C 12/31/97AMEX- C 12/31/97AMEX License for NTS C 12/31/97Systems Automation Fuser C 12/31/97Digi International Remote Access C 01/26/98CompUSA Direct Compaq Proliant Servers C 01/27/98Business Management NAVISION Accounting Software Software C 01/31/98CompUSA Direct Hard Drive for NTS C 01/31/98AMEX-Apple Computers Power McIntosh 8600/200 C 01/31/98AMEX-MAC PC & Photo Zone Apple Vision 17'Display, SW C 01/31/98CompUSA Omni Auto Switch C 01/31/98CompUSA HP8160 PC C 01/31/98Office Depot Printer C 02/19/98CompUSA Computer-J. Weekes C 02/28/98Office Depot Printer C 03/12/98Insight 14 Computers C 03/12/98Insight Compaq Computers C 03/31/98CompUSA Direct Computers C 04/01/98Insight C 04/27/98Bus.Management Systems NAVISION Accounting Software C 04/30/98ACS Computer Systems Proliant Servers C 04/30/98ACS Computer Systems Kingston/Compaq C 05/01/98Clarent corp Port Digital T1 C 05/18/98Computer City Compaq Laptop C 05/26/98Computer City Compaq Laptop C 05/20/98ACS Computer Printing 25 Computers Sys C 06/01/98Bus. Mngmt Systems Navision Information System C 06/11/98Bus. Mngmt Systems Navision Information System C 06/11/98Bus. Mngmt Systems Navision Information System C 06/11/98Bus. Mngmt Systems Navision Information System C 06/11/98Bus. Mngmt Systems Navision Information System C 06/11/98Bus. Mngmt Systems Navision Information System C 06/18/98Insight Toshiba Laptop C 06/17/98Insight Arc Serve Server C 06/24/98Clarent Corp Port Digital T1 C 07/01/98Insight Compaq Computers C 07/01/98Clarent corp Port Digital T1 C 07/20/98Bus. Mngmt Systems Navision Information System C 07/20/98Bus. Mngmt Systems Navision Information System C 07/22/98AMEX- C 07/01/98ACS Computer Printing Laser Printer Sys C 07/31/98Bus. Mngmt Systems Navision Information System C 07/31/98Bus. Mngmt Systems Navision Information System C 07/31/98Bus. Mngmt Systems Navision Information System C 07/27/98Computer City Compaq Computer C 07/28/98Computer City LapTop C 08/31/98ACS Computer Printing NT Server Sys C 08/31/98ACS Computer Printing Rack Mount Pentium Sys C 08/31/98ACS Computer Printing Jetbook Laptop Sys C 08/25/98Bus. Mngmt Systems Navision Information System C 08/18/98Bus. Mngmt Systems Navision Information System C 08/31/98ACS Computer Printing Open View Ntwrk Node Sys C 09/15/98ACS Computer Printing Server Licenses Sys C 09/18/98ACS Computer Printing DEC Computers Sys C 09/18/98CDW Computer Centers, Fujitsu Computer Inc. C 09/21/98ACS Computer Printing Jetta Laptop Sys C 09/25/98Insight Lexmark Optra C 09/28/98Bus. Mngmt Systems Navision Information System C 09/30/98Bus. Mngmt Systems Navision Information System C 10/01/98Bus. Mngmt Systems Navision Information System C 10/01/98Amex- Computer City Laptop C 10/30/98CDW Computer Centers, MacIntosh Computer Inc. C 10/30/98Insight Compaq Proliant C 11/05/98Bus. Mngmt Systems Navision Information System C 11/06/98Insight Laserjet Printer C 11/12/98Bus. Mngmt Systems Navision Information System C 11/17/98Atlanta Technologies Paradigm Service C 11/25/98ACS Computer Printing Jetta Laptop Sys C 11/30/98Soft Choice Adobe Software C 11/30/98Media Map Solutions Media Mgr Software C 12/20/98Entre Computer Center Computers & Laser C 12/20/98Entre Computer Center Scanner C 12/20/98Entre Computer Center Computer C 12/15/98Insight CRT Servers C 12/09/98Entre Computer Center Computer C 01/19/99Inacom Com Armada 1700 C 01/26/99ACS Atlanta Computer 256 MB EDO ECC C 01/19/99Inacom Com Armada 1700 C 01/19/99Inacom Com Armada 1700 C 01/19/99Inacom Com Armada 1700 C 01/19/99Inacom Com Armada 1700 01/28/99Inacom HP 128MB 01/28/99Inacom 02/04/99Inacom Compaq deskpro 02/18/99Inacom Kingston 64mb dimm 02/04/99Inacom HP Designjet 750 02/04/99Inacom Compaq deskpro C 02/15/99Inacom Ingram Micro 02/19/99Inacom Com rack model 7142 02/10/99Insight Direct, Inc Ms sql Server 02/10/99Insight Direct, Inc Viking 256mb 02/10/99Insight Direct, Inc Compaq 333mhz proc 02/10/99Insight Direct, Inc SQL v6.5 server 02/10/99Insight Direct, Inc 3com interlink 02/10/99Insight Direct, Inc Compaq 1573dm 02/10/99Insight Direct, Inc Iomega jaz drive 02/10/99Insight Direct, Inc Procurve Hub 02/10/99Insight Direct, Inc Compaq Proliant 03/31/99Atlanta Technologies Paradigm system 03/31/99Entre Computer Computer 03/31/99Entre Computer Viewsonic Monitor 03/31/99Entre Computer Hitachi Superscan 03/02/99Inacom Computer 03/01/99Communications Supply Ladder Rack 03/01/99Communications Supply Connector cables 03/01/99Communications Supply Siemon 48 Port 03/01/99Communications Supply Cable 03/01/99Communications Supply Telecom Cabinet 03/19/99Inacom 03/30/99Inacom HP 64MB SD RAM 03/30/99Inacom Server 03/31/99Communications Supply 03/31/99Communications Supply 03/31/99Entre Computer Server 04/14/99Atlanta Technologies openview NNM 04/12/99Entre Computer HP Kayak P2 450 04/12/99Entre Computer Belknin Omni View 04/29/99Entre Computer IBM Keyboard 04/07/99Insight Direct, Inc Compaq deskpro P2 04/07/99Insight Direct, Inc 3 Com Soho 04/06/99Inacom HP Kayak P3 #878 04/09/99Insight Direct, Inc Surgemaster 04/09/99Insight Direct, Inc Switchbox 8 port 04/09/99Insight Direct, Inc Monitor / shelf 04/27/99Insight Direct, Inc HP Kayak P3 #491 04/08/99Inacom Ingram Micro 04/15/99Communication Tech. HP Netserver 05/01/99Atlanta Technologies Paradyne system 05/01/99Atlanta Technologies Telalert Hardware 05/01/99Dunbrook Solutions SAP 10 User 05/01/99Techforce Ciscoworks 05/01/99Insight Direct, Inc Compaq deskpro PII 05/01/99Insight Direct, Inc Compaq deskpro PII 05/01/99Insight Direct, Inc Compaq deskpro PII 05/01/99Entre Computer 6 Rackmount monitors 05/01/99Journal entry Japan Computers 05/01/99Journal entry Japan Monitors/Modem 05/01/99Insight Direct, Inc Credit 05/01/99System Automation Printer 06/01/99Insight Direct, Inc Projector 06/01/99Insight Direct, Inc 3 Compaq computers 06/01/99Insight Direct, Inc 7 Monitores 06/01/99Hammer Technologies Hammer Tool 06/01/99Entre Computer HP kayak P2 450 06/12/99Insight Direct, Inc Compaq P2 350 06/16/99Insight Direct, Inc Modem cable 06/22/99Insight Direct, Inc IBM Keyboard 06/18/99Entre Computer Compaq memory kit 06/15/99Insight Direct, Inc 5 Compaq computers 06/30/99Insight Direct, Inc Eicon modem cable 06/30/99AVM-USA ISDN Modem 07/01/99Insight Direct, Inc Base 07/01/99Entre Computer Cisco router 07/01/99Entre Computer Monitor /Keyboard 07/01/99Entre Computer Power cable for above 07/01/99Entre Computer Power cable for above 07/06/99Insight Direct, Inc Proliant 800 07/08/99Insight Direct, Inc 4500mb Seagate 07/08/99Insight Direct, Inc Proliant 800 Frt 07/15/99Insight Direct, Inc Tecra 8000 300mhz 07/15/99Insight Direct, Inc HP kayak PIII 500 07/21/99Insight Direct, Inc Equilibrium debabel. 07/22/99Insight Direct, Inc CDR Mac Exct 07/26/99Atlanta Technologies Paradyne system 07/26/99Insight Direct, Inc Compaq deskpro PII 07/26/99Insight Direct, Inc Ethernet card 07/29/99Insight Direct, Inc 17" Monitor 07/30/99Insight Direct, Inc HP 882C printer 07/30/99Insight Direct, Inc Ethernet card 07/30/99Insight Direct, Inc Toshiba 8000/Printer 07/30/99Insight Direct, Inc Network dock 07/30/99Insight Direct, Inc Compaq PII 400 08/16/66Insight Direct, Inc Keyboard 08/31/99Insight Direct, Inc Laserjet 2100m prt 08/31/99Insight Direct, Inc HP4050 Network 08/31/99Insight Direct, Inc Etherlink XL10/100 08/10/99Micro Center Intel 400mhz Pentium 08/05/99Insight Direct, Inc Hp Kayak XA PIII 500 08/11/99Insight Direct, Inc Compaq EP PII 400 08/11/99Insight Direct, Inc Network dock port 08/11/99Insight Direct, Inc Compaq 901gb Ultra 08/24/99Insight Direct, Inc Compaq EP PII 400 08/25/99Insight Direct, Inc Compaq EP PII 400 08/25/99Insight Direct, Inc Compaq Pro. 1600R 08/25/99Insight Direct, Inc Compaq Pro. 1600R 04/14/99Communication Tech K Class Boxes 09/01/99Insight Direct, Inc HP kayak PIII 500 09/01/99Insight Direct, Inc Eiconcard S51 09/17/99Insight Direct, Inc credit memo 09/01/99Insight Direct, Inc HP 8200I 4X write 09/01/99Laptop purch. by Latptop Lauralyn 09/21/99Insight Direct, Inc Compaq Deskpro EP 09/17/99Insight Direct, Inc Compaq Deskpro EP 09/01/99Insight Direct, Inc Proliant 1600R 09/01/99Insight Direct, Inc Proliant 1600R 09/16/99Insight Direct, Inc Proliant 1600R 09/16/99Insight Direct, Inc Proliant 1600R 09/16/99Insight Direct, Inc 256MB Memory 09/21/99Insight Direct, Inc Smart Array 3200 09/21/99Insight Direct, Inc Exchange Server 09/21/99Insight Direct, Inc Proliant 3000r 6/450 09/11/99Insight Direct, Inc Etherlink XL10/100 09/21/99Insight Direct, Inc 3- 19inch Monitors 09/21/99Insight Direct, Inc HP Kayak XA PIII 450mhz 09/30/99Inacom Server 09/30/99Nact DLT Drives Insight Direct, Inc Tectra 8000 300Mhz 09/22/99Insight Direct, Inc Tectra 8000 300Mhz 09/22/99Insight Direct, Inc Network dock port 09/10/99Insight Direct, Inc Princeton monitors 17" 09/10/99Insight Direct, Inc Compaq EP PII 400 09/29/99Insight Direct, Inc Visio Enterprise 09/29/99Insight Direct, Inc Compaq EP PII 400 10/22/99Insight Direct, Inc writeable cd drive 10/01/99Insight Direct, Inc computers 10/11/99Insight Direct, Inc computer/moniter 10/31/99Inacom computer return 10/08/99Insight Direct, Inc HP Procurve Switches 10/01/99Insight Direct, Inc computer/moniter 10/08/99Insight Direct, Inc compaq proliant, smart array 10/18/99Insight Direct, Inc HP Kayak/moniters 10/18/99Insight Direct, Inc computer/moniter 10/01/99Insight Direct, Inc 18.2gb SCSI 10/19/99Insight Direct, Inc computer/moniter 10/22/99Insight Direct, Inc writable cd/color printer 10/08/99Insight Direct, Inc Computers 10/08/99Insight Direct, Inc Compaq computers 10/18/99Insight Direct, Inc Compaq computers 10/18/99Insight Direct, Inc Etherlink 10/08/99Insight Direct, Inc Server 10/31/99Insight Direct, Inc Tecra 8000 300mhz 10/27/99Insight Direct, Inc Compaq 10/08/99Insight Direct, Inc Compaq 11/30/99Insight Direct, Inc HP laserjet 4050 11/30/99Insight Direct, Inc Compaq EP PII 350 11/11/99Insight Direct, Inc 3 Compaq EP PII 350 11/30/99Insight Direct, Inc Compaq EP PII 350 11/30/99Insight Direct, Inc Compaq EP PII 350 11/30/99Insight Direct, Inc HP Deskjet 882c 11/30/99Insight Direct, Inc Server 11/30/99Insight Direct, Inc Pluggable drive 11/30/99Insight Direct, Inc Compaq proliant 1600r 11/30/99Insight Direct, Inc HP kayak PIII 500 11/11/99Insight Direct, Inc Compaq EP PII 350 11/02/99Inacom Com 256MB MOD 11/10/99Insight Direct, Inc HP kayak PIII 500 11/30/99Insight Direct, Inc Fasthub 11/01/99Insight Direct, Inc 2 Monitors 19 in. 11/01/99Insight Direct, Inc 3 Viking 128mb Module 11/01/99Insight Direct, Inc 2 kayak xa p3/450 11/10/99Insight Direct, Inc 2 Monitors 19 in. 11/10/99Insight Direct, Inc 2 Monitors 19 in. 11/10/99Insight Direct, Inc 2 HP kayak PIII 500 11/11/99Insight Direct, Inc 2 HP kayak PIII 500 11/30/99Insight Direct, Inc Compaq smart array 11/30/99Insight Direct, Inc Proliant 5500 Xeon 11/30/99Insight Direct, Inc 3 19 in Monitors 11/30/99Insight Direct, Inc 3 HP kayak PIII 500 11/30/99Insight Direct, Inc HP Procurve Switches 11/30/99Insight Direct, Inc Etherlink 12/31/99Insight Direct, Inc Hp 882c printer 12/31/99Insight Direct, Inc Princeton monitors 17" 12/31/99Insight Direct, Inc HP kayak PIII 500 12/01/99Entre computer Compaq sdram 12/28/99Insight Direct, Inc Compaq deskpro EP PIII 450 12/02/99Insight Direct, Inc HP Kayak PIII 500/Monitor 12/27/99Insight Direct, Inc 128MB sdram 12/28/99Insight Direct, Inc Tecra 8000 300mhz 12/13/99Insight Direct, Inc Tectra 8000 300Mhz 01/01/00Insight Kayak computer, 19" moniter 01/19/00Insight Returned eiconcoard S51 01/18/00Insight Proliant 5500R xeon, power supply 01/31/00Clarent SPR/KT AC POWER SUPPLY 01/31/00Entre Computers HP Procurve switch 1600 01/31/00Insight moniter, lithium battery, network dock, 64mb toshiba tercra 01/10/00Insight 19in moniter 01/10/00Insight Kayak computer 01/26/00Insight 2 compaq deskpros, 2 17" moniters 01/18/00Insight 19" moniter 01/18/00Insight Digital camera 01/18/00Insight 19"moniter, mouse, networkdock, 64MB tecra 8000 01/18/00Insight 19" moniter, mouse 01/18/00Insight Toshiba Network dock Port 01/10/00Insight HP Kayak computer, 19in Moniter 01/20/00Insight 3 kayak computers 01/18/00Bay Data Consultants HP 9000 NetCool 01/01/00Insight MS Windows NT Server 01/18/00Insight Tercra 8000, 17" Monitor, lithium battery,Toshiba network dock port 01/31/00Insight monitors 01/19/00Insight Mouse, Coputer, dockport, moniter 01/31/00Verisign firewall, encrypion, VPN-1 01/25/00Insight 19" monitor 01/25/00Insight computer, dock port, monitor, mouse 02/03/00Bay Data Consultants HP Add-on 18.2 GB 10 disk 02/29/00Insight CM-on invoice not pd 02/04/00Insight 19' moniter 02/04/00Insight 19' moniter 02/04/00Insight moniter, computer 02/01/00Insight Battery,dock port, adapter 02/04/00Insight computer, moniter 02/04/00Insight 19in moniter 02/16/00Sunrise Telecom High Capacity Printer 02/29/00Bay Data Consultants A class HP server, DVD rom module 02/29/00Bay Data Consultants Lan for Admin Server 03/07/00Insight Kayak computer 03/07/00Insight Compaq deskpro-monitor 03/10/00Insight Monitor 03/10/00Insight Toshiba Tecra, dockport,64MBTosh 03/21/00Insight Toshiba Tecra, dockport,mouse 03/07/00Insight Toshiba Tecra,dockport,mouse, monitor 03/07/00Insight Compaq deskpro-monitor 03/13/00Insight Realport 10/100 03/13/00Insight Toshiba Tecra, dockport 03/21/00Insight Kayak, Monitor 03/07/00Insight Keyboard, accessories, Monitor 03/07/00Insight Earthlink 03/21/00Insight Kayak, monitor 03/07/00Insight Kayak 03/06/00Insight compaq IPAQ 03/16/00Bay Data Consultants JP LH3 6 Bay Drive Gage, HP9.1GB SCSI 03/22/00Insight 5compaq 18.2 GB & 2 9.1 GB plugable 04/20/001st Finical 04/03/00Insight Compaq deskpro-monitor 04/06/00Insight Kayak XM600 P3-533 10g HD 04/06/00Western Telematic Inc 16-Port Data Matrix Switch 04/18/00Western Telematic Inc 16-Port Data Matrix Switch 04/24/00Entre Computers Belkin Omni view pro, HP procurve switch,sisco smartnet 05/11/00Insight 2 Compaq proliant, 600mhz processer, 9.1 gb ultra2, 128mb memory 05/11/00Insight Compaq deskpro-monitor 05/11/00Insight toshiba tecra, 17" monitor, dock port 05/16/00Insight 256 mb SDRAM 05/10/00Insight Kayak, 19" moinor 06/15/00convergent HP Procurve switch 1600 06/14/00Insight 9.1 GB plugg 06/14/00Insight MS windows NT server 06/14/00Insight compaq proliant 1600 PII, Compaq smart 221-array 07/12/00Insight hp laser jet 4050 Network Printer 08/31/00 BCT installation GMBH 08/14/00Dell Latitude CPzH500GT Pentium III 14.1 08/14/00Insight Compaq Ipaq PIII 500 mhz 128 MB, Compaq 24x IPAQ CD-Rom, Compaq IpAq LS-120 Drive 08/14/00PC Connection HP laserJet 2100m printer 08/07/00Insight Kayak XM600 P3-533 10g HD 08/08/00Insight 19in moniter 08/23/00DetaCom HP LCII rack 08/23/00Insight 128 MB RDRAM RIMM 700 MHZ for HP 08/23/00Insight 19in moniter 09/13/00Insight Compaq Ipaq Legacy-Free PIII 09/07/00PC Connection HP laser Jet 2100m printer 09/07/00Kent Datacom Hardware for the LAN Cisc WS C- 424M-5PK 10/11/00Insight Lasterjet 2100M printer 10/24/00Convergent 2924XL Enterprise switch 10/02/00e^Delta.com Sun 128MB ram upgrade kit 11/16/00Dell Latitude LS H5000ST, 12.1 IN, TFT Niden, NIC Englisj 11/30/00convergent (4)17" Rackmount Monitor, (3) tilting keybrd try 19", (4) ibm space saver keybrd 03/07/01insight Viking 256MB 03/07/01insight Compaq 600 mhz proccessor 03/07/01insight Compaq 600 mhz PIII 500 512 proc Schedule "1.1(c)" Assumed Contracts and Leases The following are the Assumed Contracts and Leases under the Agreement and their corresponding cure amounts: Executory Agreement Equipment/Services Proposed Cure Banc of America Vendor Computer equipment None _ Finance, Inc. unsecured Attn: Kelly Achenbach GA7-903-04-14 1355 Windward Concourse Alpharetta, Georgia 30005 Case Credit Corp. Generator and transfer switch None _ no pre 7990 Trinity Road, Ste. 202 or post- Memphis, TN 38018 petition arrearage Datahouse Warehousing $0 -- not 1 Perimeter Park South executory Suite 100 contract Birmingham, AL 35243 First Sierra Financial Computer equipment $1,466 Attn: Darron B. O'Neal 600 Travis Street 14th Floor Houston, Texas 77002 First Sierra Receivables III Computer equipment None _ no pre 800 Travis Street or post- 14th Floor petition Houston, Texas 77002 arrearage Franklin Property Co. Lease for office space $4,272 (B.F. Saul Real Estate located at 1000 Circle 75 Investment Trust) Parkway, Suite 700, Atlanta, 900 Circle 75 Parkway Georgia 30339 Suite 100 Atlanta, Georgia 30339 Hewlett Packard Corp. Computer equipment $29, 385.50 20 Perimeter Summit Blvd. Atlanta, Georgia 30319 Liebert Corp. Air conditioning and none_not an P.O. Box 70474 servicing executory Chicago, Illinois 60673 contract GE Capital Copiers $884 501 Corporate Centre Dr. Suite 600 Franklin, TN 37067 (formerly Mita Financial Services) NTFC Capital Telephone Equipment $5,427 501 Corporate Centre Drive Suite 600 Franklin, TN 37067 Great American Leasing Corp. Mailing machine $2,692 135 S. LaSalle Street Chicago, Illinois 60674-8742 Oracle Computer Software and P.O. Box 61028 Servicing Chicago, Illinois 60694 Schedule 1.13 Excluded Assets The following assets are Excluded Assets under the Agreement: 1. Cash or cash equivalents held by either Seller, including customer deposits; 2. Accounts receivable; 3. Any bankruptcy avoidance actions, including any actions brought under 11 U.S.C. SS 547 and 548; 4. Any non-bankruptcy lawsuits, whether currently asserted or potentially actionable, for which either Seller may have a cause of action. 5. A license agreement between COLO 6, LLC and Rapid Link USA, Inc. for cabinet space in Room 600A located at 650 South Grand Avenue, 6th Floor, Los Angeles, California and for the license of one (1) T-1 Inter Building Line, one (1) T-1 Intra Building Line and three (3) T-3 Inter Building (Mixed) Lines; 6. A facilities management service agreement between International Career Information, Inc. (Telecom Management Resources) and Rapid Link USA, Inc. for the lease of space located 111 Pavonia Avenue, Suite 1413 (4th Floor), Jersey City, New Jersey and for the connection, installation and maintenance of provision of NACT STX switching equipment, including but not limited to the provision of an uninterruptible power supply, emergency power supply and all other maintenance required to support the switching equipment; 7. The following equipment purchased from World Access, Inc., secured by a UCC-1 (UCC File Number ###-###-####) on the assets contained therein, subsequently assigned to Bank of America (UCC File Number 033200104694) and commonly referred to as "Loan No. N-99-013-2": a. Two (2) STX Basic Systems, including all components thereto; b. Two (2) UPS-2K VA 120 VACs; c. Eighteen (18) DSP Boards; d. Twenty (20) T1/E1/ISDNs; e. Two (2) Ethernet Network Boards and Kits; f. All applications and/or languages subject to the agreement; g. Two (2) T1/E1/ISDN (One for NJ and one for Atlanta); h. One (1) Master Control Unit _ Basic System and all components thereto; i. One (1) MCU Raid System 27 Gig; j. One (1) STX SDO 9 Gig Drive for existing STX in NJ; k. One (1) UPS-2K VA 120 VAC; l. One (1) Ethernet Network Board & Kit; and m. One (1) Spare 120 VAC Power Tray 8. Leases between Minolta Business Solutions, 1850 Beaver Ridge Circle, Suite A, Norcross, Georgia 30071 and Rapid Link for the following fax machines: a. One (1) Minolta Fax 1600 _ Serial No. 111006402 and all accessions thereto; b. One (1) Minolta Fax 2600 and all accessions thereto; and c. Two (2) Minolta Fax 2600 and all accessions thereto. 9. The following equipment currently leased from Lyon Credit Corporation, secured by a UCC-1 (UCC File Number ###-###-####) on the assets listed below and subsequently assigned to United Capital, a Division of Hudson United Bank (UCC File Number ###-###-####): a. One (1) STX Basic System _ Serial No. 1109816803, including all components thereto; b. Seven (7) DSP Boards; c. Seven (7) T1 Boards; d. One (1) STX Raid System & Gig with DLT; e. One (1) UPS, 2.0k VA with Battery Pack; f. All application/languages; and g. One (1) 120 Volt Power Tray. 10. The following vendor agreements currently in use by Debtor Rapid Link USA, Inc: a. Access Network Limited; b. Amentech; c. Asia Access Telecom; d. Atlas; e. AT&T; f. Bayan Telecommunications, Inc.; g. BCH Communications; h. Bell Atlantic; i. Bell South; j. Cable & Wireless; k. GTS CzechNet (Dattel); l. Facilicom; m. Federal Express; n. Focal; o. Forval Telecom; p. GRIC; q. Hercules Communications; r. iBasis; s. ICE; t. I-Link; u. Ionosphere; v. KDDI America; w. Korea Telecom; x. KPN Qwest; y. Marine Corps Communication Services; z. Modem Digital Communications; aa. MFS; bb. MCC; cc. MCI/Worldcom; dd. Net4Earth; ee. Netsiskom; ff. NTT; gg. Ocen; hh. Peregrine; ii. PGE; jj. Primus; kk. Qwest; ll. Regulus; mm. Savvis Communications; nn. SK Telink; oo. Sprint; pp. Star Telecommunications; qq. Stars & Stripes; rr. Startec; ss. SuperWeb Asia; tt. SWA; uu. Teledanmark; vv. Teleglobe; ww. Telekom Malaysia Berhad; xx. Reach (Telstra); yy. The Exchange; zz. Unitel; aaa. Ursus; bbb. Verizon; ccc. Williams Communications; and ddd. World Link. 11. All equipment from Lucent Technologies, including but not limited to gateways, if any; 12. All equipment from Convergent Communication Services, if any; 13. An End User License Agreement between Clarent Corp. and Rapid Link USA, to the extent said agreement is still in effect; and 14. An advertising agreement with Pinnacle.
