EXECUTION VERSION ASSET PURCHASE AGREEMENT

Asset Purchase Agreement

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ACQUISITION 1 CORP | GoAmerica, Inc | MCI Communications Services, Inc | Verizon Communications Inc

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Title: EXECUTION VERSION ASSET PURCHASE AGREEMENT
Governing Law: New York Date: 8/7/2007
Industry: Communications Services Law Firm: Chadbourne Parke Sector: Services

Exhibit 10.1

EXECUTION VERSION

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (the "Agreement") is entered into as of

August 1, 2007, by and between MCI COMMUNICATIONS SERVICES, INC., a Delaware

corporation ("Seller"), and ACQUISITION 1 CORP., a Delaware corporation

("Buyer"; each of Buyer and Seller shall be referred to from time to time as a

"Party" and collectively as the "Parties").

RECITALS

This Agreement is entered into in recognition of the following facts and

circumstances:

Seller is the owner of certain assets used in the operation by Seller of a

business of providing telecommunications relay services, including without

limitation any form of state relay services, Internet protocol relay services or

video relay services (the "Business"). Buyer wishes to purchase from Seller, and

Seller wishes to sell, transfer, assign and convey to Buyer, such assets as

hereinafter more fully described and substantially all of Seller's right, title

and interest in and to the Business, upon the terms and conditions set forth in

this Agreement.

As of the Closing, Stellar Nordia Services LLC ("Stellar") will provide

Buyer services in connection with the management of the Business. Inasmuch as

Stellar expects to employ the majority of the employees employed in the

Business, by virtue of employment offers it may make to such employees, and will

lease certain call centers from which the Business is operated, the Parties will

transition certain aspects of the Business directly from the Seller to Stellar

at the Closing pursuant to the Management Services Agreement between Stellar and

Buyer which shall be executed concurrent with the execution of this Agreement

(or pursuant to the Transition Services Agreement between Stellar and Buyer to

be executed on the Closing Date, as contemplated by the Management Services

Agreement).

As a condition to Seller's execution of this Agreement, GoAmerica, Inc.,

the parent company of Buyer, is executing a Guarantee in the form set forth as

Exhibit F to this Agreement.

In consideration of the premises, and of the mutual promises and

agreements herein contained, and intending to be legally bound, the Parties

hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. The terms set forth below shall have the following

meanings in this Agreement:

"Affiliate" means, with respect to any Person, any other Person

controlling, controlled by or under common control with such Person, and

"control", "controlling" or "controlled" as to any Person shall mean the power,

whether exercised directly or through one or more intermediates, to direct or

cause the direction of the management and policies of such Person, whether

through the majority ownership of voting securities, by contract or otherwise.

"Agreement" is defined in the Preamble.

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"AIM Measurement Period" is defined in Section 2.5(a).

"AIM Minutes" is defined in Section 2.5(a).

"Ancillary Documents" means, in each case, between the Buyer or its

designee and the Seller or its designee, the Bill of Sale, the Assignment and

Assumption Agreement, the Commercial Services Agreement, the IP License

Agreement, the Transition Services Agreement, and the Facilities Use Agreement.

"Asserted Liability" is defined in Section 8.4.1.

"Assignment and Assumption Agreement" is defined in Section 3.2.1(c).

"Assumed Closing Date Net Working Capital" is defined in Section 2.4.2(a).

"Assumed Liabilities" is defined in Section 2.2.

"Base Purchase Price" is defined in Section 2.4.1.

"Benefit Maintenance Period" is defined in Schedule 7.1.

"Bill of Sale" is defined in Section 3.2.1(b).

"Books and Records" is defined in Section 2.1.1(h).

"Business" is defined in the Recitals.

"Business Day" means any day of the year on which national banking

institutions in New York, New York are open to the public for conducting

business and are not required or authorized to close.

"Buyer" is defined in the Preamble.

"Buyer Indemnified Party" is defined in Section 8.2.

"Buyer Meeting" means a special or annual meeting of Buyer's stockholders

to be called for the purpose, among other things, of seeking the stockholder

approval described in Section 6.1.5.

"Buyer Objection Notice" is defined in Section 2.4.2(b).

"Buyer Plan" is defined in Schedule 7.1.

"Buyer's FSA" is defined in Schedule 7.1.

"Carve-Out Financial Statements" is defined in Section 5.4.

"Claim Notice" is defined in Section 8.4.1.

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"Closing" is defined in Section 3.1.

"Closing Date" is defined in Section 3.1.

"Closing Date Net Working Capital" is defined in Section 2.4.2(a).

"Closing Date Net Working Capital Schedule" is defined in Section

2.4.2(b).

"Closing Payment" is defined in Section 3.2.2(a).

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

"Commercial Services Agreement" means an agreement to be entered into at

Closing between Buyer or Stellar and Seller or an Affiliate of Seller, providing

for the provision of certain commercial services by Seller and/or its Affiliates

after the Closing, which agreement will incorporate the services and pricing

terms set forth in Exhibit B.

"Commitment Letters" is defined in Section 4.2.6.

"Competing Business" is defined in Section 7.4.1.

"Contract" means any Customer Contract, Equipment Lease, Facilities Lease,

Service Contract or Vendor Contract.

"Conversation Minute" means a minute of use for a completed interstate or

intrastate TRS call placed through a TRS center beginning after call set-up and

concluding after the last message call unit.

"Customer Contract" is defined in Section 2.1.1(e).

"Deposit" is defined in Section 2.4.1.

"Dispute Resolution Request" is defined in Section 2.4.2(c) and Section

2.5(f).

"Earn-Out" shall mean an amount of up to eight million dollars

($8,000,000.00) in cash, to be paid by Buyer to Seller as additional

consideration for the Purchased Assets as provided herein. The Earn-Out shall be

in addition to the Purchase Price.

"Employee Liabilities" means accrued but unpaid liabilities for vacation

and sick leave in respect of the Transferred Employees as of the Closing Date,

except that with regard to Transition Employees who become Transferred

Employees, "Employee Liabilities" shall mean accrued but unpaid liabilities for

vacation and sick leave as of the date such employee begins employment with

Buyer or Stellar.

"Equipment Lease" is defined in Section 2.1.1(c).

"ERISA" is defined in Section 4.1.14.

"Excluded Assets" is defined in Section 2.1.4.

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"Excluded Contract" is defined in Section 2.1.3.

"Excluded Marks" is defined in Section 2.1.4(h).

"Facilities" is defined in Section 2.1.1(b).

"Facilities Lease" is defined in Section 2.1.1(b).

"Facilities Use Agreement" means an agreement to be entered into at

Closing between Buyer and Seller or an Affiliate of Seller providing for the use

by Buyer after the Closing of certain of the Shared Facilities, such agreement

to be in the form and substance of the agreement annexed hereto as Exhibit A.

"Financing Agreements" is defined in Section 4.2.6.

"Fixed Asset" is defined in Section 2.1.1(a).

"GAAP" means generally accepted United States accounting principles,

consistently applied.

"Governmental Consents" is defined in Section 4.1.10.

"Governmental Entity" means any government or any agency, bureau, board,

commission, court, department, official, tribunal or other instrumentality of

any government, whether federal, state, provincial, territorial or local,

domestic or foreign, that has, in each case, jurisdiction over the matter in

question.

"In-Scope Employee" is defined in Schedule 7.1.

"Intellectual Property" means all Statutory Intellectual Property and

Non-Statutory Intellectual Property.

"IP License Agreement" is defined in Section 2.1.2.

"Law" is defined in Section 4.1.9.

"Licensed Intellectual Property" is defined in Section 2.1.2.

"Lien" means any lien, pledge, charge, mortgage, hypothecation, deed of

trust, security interest or other encumbrance.

"Losses" is defined in Section 8.2.

"Management Services Agreement" means an agreement entered into between

Buyer and Stellar whereby Stellar will provide services to Buyer and which

contemplates that pursuant to a separate agreement a substantial portion of the

employees employed in the Business shall be offered employment by Stellar. A

summary of the terms of the Management Services Agreement is annexed hereto as

Exhibit C.

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"Material Adverse Effect" means any change, effect, event, occurrence,

condition or development or state of facts that is materially adverse to the

assets, liabilities, customer or supplier relationships, financial condition,

operations or results of operations of the Business; provided, however, in each

case, not including any change, effect, event, occurrence, condition or

development or state of facts that (A) is generally applicable to the U.S.

economy, (B) is generally applicable to the industry in which the Business

operates (including without limitation any revision of rates by NECA), (C)

results from the execution of this Agreement, the announcement of this

Agreement, the consummation of the transactions contemplated hereby, the

identity of Buyer or any breach by Buyer of any provision hereof, or (D) relates

to changes in generally accepted accounting principles generally applicable to

companies engaged in a business which is the same as or similar to the Business

occurring after the date of this Agreement.

"Material Contract" means any of the Customer Contracts and the Facilities

Leases.

"NECA" is defined in Section 2.1.1(f).

"Net Working Capital" means the sum of: (x) all Trade Receivables, plus

(y) prepaid expenses related to marketing, minus (z) Employee Liabilities.

"Non-Disclosure Agreement" is defined in Section 5.8.

"Non-Statutory Intellectual Property" means all unpatented inventions

(whether or not patentable), trade secrets, know-how and proprietary

information, including but not limited to (in whatever form or medium),

discoveries, ideas, formulas, drawings, designs, plans, proposals,

specifications, processes, procedures, data, information, manuals, reports,

financial, marketing and business data, and pricing and cost information,

correspondence and notes, and any rights or licenses in the foregoing which may

be granted without the payment of compensation or other consideration to and

without the consent of any Person; provided, however, that, notwithstanding

anything to the contrary, the definition of "Non-Statutory Intellectual

Property" shall not include any Statutory Intellectual Property.

"Non-Transferred Employee" is defined in Schedule 7.1.

"Order" is defined in Section 4.1.5.

"Party" is defined in the Preamble.

"Permitted Lien" means, other than any Lien that individually or together

with other Liens materially detracts from the value of the Business, any (i)

Lien for Taxes; (ii) mechanics', materialmen's, carriers', workers', repairers'

and statutory lien or right in rem or other similar Lien arising or incurred in

the ordinary and usual course of business that do not arise out of a current,

pending, or threatened dispute known to Seller; (iii) zoning, entitlement or

other land use or environmental regulation by Governmental Entities; (iv)

easement, covenant, condition, restriction, agreement, state of fact, right of

way or other matter or encumbrance of record or identified in the title reports

made available to Buyer; (v) lease or sublease to third party tenants; (vi) Lien

that does not materially interfere with the operation of the Business as

currently

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conducted; and (vii) Lien giving effect to a lessor's or licensor's interest in

personal property leased or licensed to the Seller.

"Person" means an association, a corporation, an individual, a

partnership, a limited liability company, an unlimited liability company, a

limited liability partnership, a trust or any other entity or organization.

"Plan" is defined in Section 4.1.14.

"Price Allocation" is defined in Section 2.6.

"Proceeding" is defined in Section 4.1.5.

"Property Taxes" is defined in Section 2.7(a).

"Proxy Statement" is defined in Section 5.5.1.

"Purchase Price" is defined in Section 2.4.1.

"Purchased Assets" is defined in Section 2.1.1.

"Retained Liabilities" is defined in Section 2.3.

"Retained Minutes" is defined in Section 2.5(b).

"Retained Minutes Percentage" is defined in Section 2.5(b).

"SEC" is defined in Section 5.4.

"Seller" is defined in the Preamble.

"Seller Indemnified Parties" is defined in Section 8.3.

"Seller Objection Notice" is defined in Section 2.5(e),

"Seller's FRP" is defined in Schedule 7.1.

"Service Contract" is defined in Section 2.1.1(a).

"Shared Facilities" is defined in Section 4.1.4(b).

"Standard Procedure" is defined in Schedule 7.1.

"Statutory Intellectual Property" means all (i) United States and foreign

patents and patent applications of any kind, (ii) United States and foreign

works of authorship, mask-works, copyrights, and copyright and mask work

registrations and applications for registration, (iii) Trademarks, and (iv) any

rights or licenses in the foregoing.

"Stellar" is defined in the Recitals.

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"Tax" means all U.S. federal, state, local, county, provincial, foreign or

other taxes, customs, tariffs, imposts, levies, duties, government fees or other

like assessments or charges of any kind, including, without limitation, all

income, franchise, gross receipts, sales, use, ad valorem, transfer, license,

recording, employment (including federal and state income tax withholding,

backup withholding, FICA, FUTA or other payroll taxes), environmental, excise,

severance, stamp, occupation, premium, prohibited transaction, property,

value-added, net worth, or any other taxes and any interest, penalties and

additions imposed with respect to such amounts.

"Tax Return" means any return, report or statement required to be filed

with respect to any Tax (including any attachments thereto, and any amendment

thereof), including any information return, claim for refund, amended return or

declaration of estimated Tax, and including, where permitted or required,

combined, consolidated or unitary returns for any group of entities that

includes Seller, any of the Subsidiaries, or any of their Affiliates.

"Termination Date" is defined in Section 9.1(a).

"Third Party Contractual Consents" is defined in Section 4.1.10.

"Third Party Intellectual Property" means any Intellectual Property that

is not owned by Seller or its Affiliates as of the Closing Date.

"Trade Payables" is defined in Section 2.2.

"Trade Receivables" is defined in Section 2.1.1(f).

"Trademarks" means all trademarks, service marks, trade names, Internet

domain names, logos, slogans, and other similar source identifiers, together

with all registrations and applications for any of the foregoing.

"Transferred Employee" is defined in Schedule 7.1.

"Transferred Intellectual Property" is defined in Section 2.1.1(g).

"Transition Employee" is defined in Schedule 7.1.

"Transition Services Agreement" means an agreement to be entered into at

Closing between Buyer and Seller or an Affiliate of Seller providing for the

provision of services by Seller and/or its Affiliates to Buyer, such agreement

to be in the form and substance of the agreement annexed hereto as Exhibit E.

"True-Up" is defined in Section 2.4.2(a).

"Vendor Contract" is defined in Section 2.1.1(d).

1.2 Interpretation. For purposes of this Agreement, unless a

different intention is stated, a reference to:

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(a) a "Recital," "Article," "Section," "Exhibit" or "Schedule"

is a reference to a recital, article, section, exhibit or schedule of this

Agreement;

(b) "Agreement" includes any Recital to this Agreement, and

words such as "herein," "hereinafter," "hereof," "hereto", and "hereunder" refer

to this Agreement as a whole, unless the context otherwise requires;

vice versa, and the use of any gender shall include the other gender;

(d) any heading is to be ignored in construing this Agreement;

and

(e) the use of "include" or "including" shall mean without

limitation by reason of enumeration and shall not be interpreted restrictively.

ARTICLE II

TRANSFER OF ASSETS

2.1 The Purchased Assets.

2.1.1 Assets. Upon the terms and subject to the conditions

contained herein, at the Closing (except as otherwise noted below), Seller shall

grant, sell, convey, assign, transfer and deliver to Buyer (or at Buyer's

option, to one or more of its designated Affiliates, as specified in writing to

Seller at or prior to the Closing) upon the terms and subject to the conditions

of this Agreement and free and clear of all Liens except for Permitted Liens,

all right, title and interest of Seller in and to the following assets,

properties and rights of Seller and no others (collectively, the "Purchased

Assets"):

(a) All of the equipment, furniture, furnishings, fixtures,

computers and other office equipment and supplies and other tangible personal

property listed on Schedule 2.1.1(a) (the "Fixed Assets") (provided that the

assets noted as "Post-Transition" in the "Notes") column of such schedule shall

be retained by Seller during the term of the Transition Services Agreement and

shall be transferred to Buyer at the end of such term), and, to the extent

assignable without consent of the vendor party thereto or subject to the last

sentence of Section 2.1.3, all contracts for maintenance or servicing of the

Equipment listed on Schedule 2.1.1(a) (the "Service Contracts");

(b) All rights of Seller as of the Closing Date as lessee

under the real property leases (the "Facilities Leases") for the call center

facilities and the research and development facility (collectively, the

"Facilities") listed on Schedule 2.1.1(b);

leases for equipment listed on Schedule 2.1.1(c) (the "Equipment Leases"); and

(d) All rights of Seller under its contracts and purchase

orders with vendors listed on Schedule 2.1.1(d) for goods or services to be used

in the Business (the "Vendor Contracts");

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(e) All rights of Seller under its contracts with customers of

the Business listed on Schedule 2.1.1(e) (the "Customer Contracts");

(f) All of Seller's trade accounts receivable (including

unbilled amounts for services rendered through and including the Closing Date)

from State Telecommunications Relay Services agencies, the National Exchange

Carrier Association ("NECA"), all other quasi-Governmental Entities and Customer

Contracts existing as of the Closing Date (and any causes of action relating to

such receivables), excluding accounts receivable from Affiliates of Seller (the

"Trade Receivables");

(g) All rights in and to the Intellectual Property identified

on Schedule 2.1.1(g) under the heading "Transferred Intellectual Property" (the

"Transferred Intellectual Property");

(h) Copies of all books and records directly related to the

operation of the Business, subject to reasonable redactions to exclude

information that relates to areas of Seller's business other than the Business

(the "Books and Records");

(i) All data maintained by Seller in the ordinary course of

business relating to all current customers and users of the services provided by

the Business including account information associated with customer accounts

involving the use of passwords;

(j) All Governmental Entity franchises, permits, licenses,

agreements, certifications, waivers and authorizations held or used by Seller or

any of its Affiliates in connection with, or required for, the Business to the

extent transferable;

(k) All of Seller's promotional and advertising materials

relating primarily to or necessary for the conduct of the Business as presently

conducted; and

(l) Any and all goodwill of Seller relating to the Business.

2.1.2 Licensed Intellectual Property. At the Closing, Seller

shall license or cause to be licensed to Buyer, and Buyer shall license from

Seller or Seller's Affiliates pursuant to an Intellectual Property License

Agreement, such agreement to be in the form and substance of the agreement

annexed hereto as Exhibit D (the "IP License Agreement"), the Intellectual

Property identified on Schedule 2.1.1(g) under the heading "Licensed

Intellectual Property" (the "Licensed Intellectual Property"). To the extent

that any Intellectual Property owned by Seller as of the Closing Date is or

would be infringed in the conduct of the Business as it exists on the Closing

Date (other than Intellectual Property used in the provision of services

pursuant to the Transition Services Agreement, Commercial Services Agreement

and/or Facilities Use Agreement), and such Intellectual Property is not

identified on Schedule 2.1.1(g), Seller shall license such Intellectual Property

to Buyer under the terms of the IP License Agreement as if such Intellectual

Property were listed on Schedule 2.1.1(g) under "Licensed Intellectual

Property."

2.1.3 Excluded Contracts. Seller shall use commercially

reasonable efforts to obtain all consents, approvals and waivers which are

required to be obtained from any Person under any applicable Contract in order

to permit the transfer of Seller's rights under each such

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Contract to Buyer. Notwithstanding anything to the contrary herein, Seller shall

not be required to transfer to Buyer, and the Purchased Assets shall not be

deemed to include, any rights under any Contract if (i) a consent, approval or

waiver is required to be obtained from any Person to permit the transfer of

Seller's rights under such Contract to Buyer, (ii) such consent does not

constitute a Third-Party Contractual Consent set forth on Schedule 4.1.10 and

(iii) after Seller has used commercially reasonable efforts to obtain such

consent, approval or waiver, such consent, approval or waiver shall not have

been obtained (each such Contract, an "Excluded Contract"). In the event that

any Excluded Contract requires Seller to perform services after the Closing and

the ability to provide such services has been transferred to Buyer pursuant to

this Agreement, then Buyer shall either (x) provide such services on Seller's

behalf, or (y) provide such services to Seller as may be reasonably required to

enable Seller to meet its obligations under such Excluded Contract, and Seller

shall remit to Buyer all payments received with respect to such services to the

extent provided by Buyer, less Seller's direct allocated costs incurred in

connection with providing such services and maintaining such Excluded Contract.

In the event that Buyer deems it prudent to obtain similar services as those

provided to Seller under any or all of the Excluded Contracts in order to

operate the Business after Closing, Seller shall either (a) provide Buyer (or

Buyer's designee), at Buyer's expense, with the same benefits of such

contract(s) on the same terms or (b) Seller shall reimburse Buyer for any

additional costs (above what Buyer would have paid to Seller pursuant to

subsection (a)) that Buyer or Buyer's designee incurs after using commercially

reasonable efforts to contract for such services. Notwithstanding anything to

the contrary in this Agreement, Seller shall keep in full force and effect all

Excluded Contracts that are necessary or desirable to operate the Business

properly during the transition period contemplated in any of the Ancillary

Documents.

2.1.4 Excluded Assets. Notwithstanding anything to the

contrary herein, Seller is not granting, selling, conveying, assigning,

transferring or delivering to Buyer, and Buyer is not purchasing, any of

Seller's right, title and interest in and to the following assets (the "Excluded

Assets"):

(a) All cash on hand and in financial institutions, cash

equivalents, marketable securities and bonds;

(b) Accounts receivable other than the Trade Receivables;

Property Tax credits and Tax refund claims with respect to any periods (or

portions thereof) ending on or prior to the Closing Date;

(d) Consideration paid to, and the other rights that accrue or

will accrue for the benefit of, Seller under this Agreement;

(e) Corporate minute books, stock certificate books, stock

registers, Tax Returns, books of account and other records having to do with the

corporate organization of Seller;

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(f) Insurance proceeds payable on account of casualty or

liability claims for which Seller may seek recovery under its existing insurance

policies with respect to any period (or portions thereof) ending on or prior to

the Closing Date;

(g) Except as otherwise provided in Schedule 7.1, any assets

of any Plan or book accruals relating to any Plan;

(h) Any Intellectual Property other than the Transferred

Intellectual Property, including any rights to use any trademark, trade name,

logo or other mark, name or symbolic representation containing the name

"Verizon" or "MCI" (collectively, the "Excluded Marks"); and

(i) The assets listed on Schedule 2.1.4.

2.2 Assumption of Liabilities by Buyer or Buyer's Designee. At the

Closing, Buyer and/or Buyer's designee shall accept and assume, and thereafter

be fully responsible for and perform, pay or otherwise discharge, in accordance

with the respective terms and subject to the respective conditions thereof, all

of the liabilities and obligations of Seller under the Contracts (other than the

Excluded Contracts) arising after the Closing (collectively, the "Trade

Payables"), as well as all liabilities with respect to Transferred Employees as

set forth on Schedule 7.1 as well as all liabilities and obligations arising out

of the ownership of the Purchased Assets or the operation of the Business after

the Closing, as well as any assessments, claims or liabilities (including

interest and/or penalties) for Taxes arising out of, accruing or resulting from

the operation of the Business or the use, ownership or operation of the

Purchased Assets after the Closing Date. The liabilities and obligations assumed

by Buyer pursuant to this Section 2.2 are collectively referred to as the

"Assumed Liabilities".

2.3 Retained Liabilities. Buyer shall not and does not by execution

and performance of this Agreement or otherwise (including under theories of

successor liability) assume or become liable for any obligations, liabilities or

indebtedness of Seller, whether relating to the Business or otherwise, whether

known or unknown, due or to become due, asserted or unasserted, accrued or

unaccrued, liquidated or unliquidated, absolute, contingent, executory or

otherwise, howsoever or whenever arising, that are not expressly assumed by

Buyer or Buyer's designee pursuant to Section 2.2 and Seller shall retain, pay

and discharge when due all such obligations, liabilities, and indebtedness

(other than the Assumed Liabilities) (the "Retained Liabilities"), including

without limitation the following:

(a) Any liabilities, obligations, penalties or damages arising

under or from as applicable (i) the Contracts in connection with any breaches or

defaults thereunder occurring on or before the Closing Date, including any

claims relating to any breaches by Seller of any warranty or representation

under any Contracts with respect to services rendered on or before the Closing

Date, (ii) any damages, fines, interest or penalties assessed against Seller by

any Governmental Entity arising out of acts or omissions occurring on or before

the Closing Date, (iii) any infringement by Seller on the rights of others in

connection with the Business occurring on or before the Closing Date or (iv)

fraud, breach, misfeasance, negligence, strict liability in tort, injury to

persons or property or under any other theory relating to the Business occurring

on or before the Closing Date;

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(b) Any assessments, claims or liabilities (including interest

and/or penalties) for Taxes arising out of, accruing or resulting from the

operation of the Business, or the use, ownership or operation of the Purchased

Assets on or before the Closing Date and/or resulting from the sale, transfer or

purchase of the Purchased Assets hereunder, except to the extent otherwise

provided in Section 2.7 or Section 10.1;

except as otherwise provided in Section 2.1.3;

(d) Any liabilities related to any Plan, except as otherwise

provided in Schedule 7.1;

(e) Any liabilities related to claims or actions of any kind,

including with regard to the payment or nonpayment of bonuses prior to the

Closing Date, related to or arising out of the employment or termination by

Seller of prior or current employees, including In-Scope Employees; and

(f) Any other liabilities and obligations listed on Schedule

2.3(f).

2.4 Consideration.

2.4.1 Purchase Price; Deposit. The aggregate consideration for

the Purchased Assets shall be (a) cash in the amount of Fifty Million Dollars

($50,000,000.00) (the "Base Purchase Price", comprising the Deposit and the

Closing Payment), as it may be adjusted pursuant to Section 2.4.2 (as so

adjusted, the "Purchase Price"), (b) the Earn-Out, and (c) the assumption of the

Assumed Liabilities. Prior to or simultaneously with the execution of this

Agreement, Buyer shall pay to Seller a cash deposit (the "Deposit") in the

amount of One Million Dollars ($1,000,000.00) in immediately available United

States funds to an account designated by Seller.

2.4.2 Net Working Capital Adjustment.

(a) The amount of the Base Purchase Price set forth in Section

2.4.1 was determined, in part, based upon the assumption that the Closing Date

Net Working Capital will be Six Million Dollars ($6,000,000.00) (the "Assumed

Closing Date Net Working Capital"). Following the Closing, in accordance with

this Section 2.4.2, if applicable, the Purchase Price shall be adjusted to

reflect the actual Net Working Capital as of 12:01 a.m. on the Closing Date

("Closing Date Net Working Capital") (provided that any Employee Liabilities

which are paid out in cash by Seller or its Affiliates on or after the Closing

Date shall not be included in the calculation of Closing Date Net Working

Capital). This adjustment process shall be referred to as the "True Up." The

True Up shall work as follows: if the Closing Date Net Working Capital is

greater than Six Million Dollars ($6,000,000.00), then the Purchase Price shall

be adjusted upward in an amount equal to the dollar amount by which the Closing

Date Net Working Capital is greater than Six Million Dollars ($6,000,000.00). If

the Closing Date Net Working Capital is less than Six Million Dollars

($6,000,000.00), the Purchase Price will be adjusted downward in an amount equal

to the dollar amount by which the Closing Date Net Working Capital is less than

Six Million Dollars (($6,000,000.00), provided that any downward adjustment

shall be limited to a maximum of Six Million Dollars ($6,000,000.00). If the

amount of the Purchase

<PAGE>

Price is adjusted upward from the Base Purchase Price pursuant to this Section

2.4.2, then within ten (10) Business Days after the final determination of the

Closing Date Net Working Capital is made hereunder, Buyer shall pay to Seller an

amount equal to the amount by which the Purchase Price exceeds the Base Purchase

Price. If the amount of the Purchase Price is adjusted downward from the Base

Purchase Price, then within ten (10) Business Days after the final determination

of the Closing Date Net Working Capital is made hereunder, Seller shall pay to

Buyer an amount equal to the amount by which the Purchase Price is less than the

Base Purchase Price. For purposes of illustration only, if as of the Closing

Date the Trade Receivables are $7,000,000, the prepaid expenses are $1,000,000,

and the Employee Liabilities are $500,000, then the Closing Date Net Working

Capital would be $7,500,000, and Buyer would accordingly make an additional

payment of $1,500,000 to Seller.

(b) Within thirty (30) Business Days following the Closing

Date, Seller shall prepare and deliver to Buyer a schedule (the "Closing Date

Net Working Capital Schedule") setting forth in reasonable detail (including

appropriate supporting documentation) Seller's good faith determination of the

Closing Date Net Working Capital utilizing the same accounting methods,

policies, practices, procedures and adjustments as were used in the preparation

of the Carve-Out Financial Statements (and otherwise in accordance with GAAP).

If Buyer objects to any amount reflected on the Closing Date Net Working Capital

Schedule, Buyer must, within twenty (20) Business Days after receipt thereof,

give written notice (the "Buyer Objection Notice") to Seller specifying in

reasonable detail Buyer's objections. Any item included on or omitted from the

Closing Date Net Working Capital Schedule to which Buyer does not object in a

Buyer Objection Notice shall be deemed to be accepted by Buyer and any amounts

included within such item shall be deemed to be final, binding and conclusive.

If Buyer does not give a Buyer Objection Notice within such time period,

Seller's determinations of the amounts on the Closing Date Net Working Capital

Schedule shall be final, binding and conclusive on the Parties.

Closing Date Net Working Capital Schedule, Buyer and Seller shall meet in person

and negotiate in good faith to resolve any such disputes during the ten (10)

Business Day period after Seller's receipt of a Buyer Objection Notice. If Buyer

and Seller are unable to resolve all such disputes within such period, then, at

the written request of either Party delivered to the other Party (a "Dispute

Resolution Request"), each of Buyer and Seller promptly shall appoint a

knowledgeable, responsible representative to meet and negotiate in good faith to

resolve the objections raised in the Buyer Objection Notice. Buyer and Seller

intend that these negotiations be conducted by experienced business

representatives empowered to decide the issues. The business representatives

will meet and attempt to resolve the objections raised in the Buyer Objection

Notice within ten (10) Business Days after the date on which the Dispute

Resolution Request is delivered. If the business representatives resolve the

dispute, such resolution will be memorialized in a written settlement and

release agreement, executed within five (5) Business Days thereafter. If the

business representatives do not resolve the dispute, Buyer and Seller hereby

agree to submit the items remaining in dispute for resolution to an independent

auditor, which shall be a recognized regional or national accounting firm

mutually acceptable to Buyer and Seller. The independent auditor shall, within

twenty (20) Business Days after such submission, determine and report to Buyer

and Seller upon such remaining disputed items, and such determination shall be

final, binding and conclusive on the Parties hereto. Following the retention of

the independent auditor and prior to the issuance of the independent auditor's

report,

<PAGE>

the Parties agree promptly to provide the independent auditor with any and all

documents and information, financial or otherwise, reasonably requested by the

independent auditor. Buyer and Seller shall bear equally the fees, costs and

expenses of the independent auditor and shall each bear their own fees, costs

and expenses in connection therewith.

(d) After delivery of the Closing Date Net Working Capital

Schedule, Seller shall provide Buyer and its authorized representatives

reasonable access during normal business hours and without significant

disruption to the business of Seller or its Affiliates to (1) all Books and

Records and employees of Seller and its Affiliates having relevant information

concerning the Closing Date Net Working Capital Schedule and (2) all of Seller's

accountants who assisted Seller in preparing the Closing Date Net Working

Capital Schedule and such accountants' relevant supporting work papers (subject

to such reasonable arrangements regarding confidentiality as may be required by

such accountants). Seller shall use commercially reasonable efforts to cooperate

with such inquiries as Buyer and its authorized representatives shall make with

respect to the preparation of the Closing Date Net Working Capital Schedule.

Buyer shall provide Seller and its representatives reasonable access during

normal business hours, and without significant disruption to the Business, to

all books and records and employees of Buyer and its Affiliates having

information directly relevant to the Closing Date Net Working Capital Schedule

and/or the trial balance and balance sheet required to be prepared pursuant to

paragraph (b) of this Section 2.4 and reasonable cooperation and assistance in

connection with the preparation of the Closing Date Net Working Capital Schedule

and/or such trial balance and balance sheet.

2.5 Additional Consideration - Earn-Out.

(a) Certain Definitions. As used herein, "AIM Minutes" means

the total number of Conversation Minutes of Internet Protocol Relay service

provided using the AOL Instant Messenger service. As used herein, "AIM

Measurement Period" means the six-calendar-month period beginning on the first

day of the first calendar month following the month in which the Closing occurs;

provided, however, that if Seller shall have substantially failed to comply with

its covenants pursuant to Section 5.9, then such period shall instead begin on

the first day of the third calendar month following the month in which the

Closing occurs.

(b) As additional consideration, Buyer shall pay to Seller the

Earn-Out. The Earn-Out shall be determined based on the number of AIM Minutes

used by Buyer's customers during the AIM Measurement Period (the "Retained

Minutes"), and shall be calculated by dividing the aggregate number of Retained

Minutes by 12,207,834, with such quotient being expressed as a percentage (such

percentage quotient, the "Retained Minutes Percentage"). The Earn-Out payable by

Buyer to Seller shall be as follows, with no rounding up or down of percentages:

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

Retained Minutes Percentage (%) Amount of Earn-Out to be paid by Buyer

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

95-100 $8,000,000 (Eight million dollars)

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

90-94 $7,000,000 (Seven million dollars)

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

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

85-89 $5,000,000 (Five million dollars)

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

80-84 $2,000,000 (Two million dollars)

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

75-79 $1,000,000 (One million dollars)

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

In order to illustrate the Earn-Out calculation and payment, if the number of

Retained Minutes is 10,200,000, then the Retained Minutes Percentage would be

83.55% and the Earn-Out to be paid by Buyer to Seller would be $2,000,000.

the Earn-Out, if any, to Seller, in the same manner and to the same account as

the Purchase Price is to be delivered (unless Seller shall have specified an

alternate account), along with the calculation of Retained Minutes and

supporting documentation, including without limitation Buyer's NECA filings

reporting the AIM Minutes for the AIM Measurement Period, no later than twenty

(20) Business Days following the end of the AIM Measurement Period.

(d) Maintenance and Operation of AIM Business. Buyer covenants

that following the Closing until the termination of the AIM Measurement Period,

Buyer will conduct the business of providing Internet Protocol Relay service

using the AOL Instant Messenger service in substantially the manner conducted by

Seller immediately prior to the Closing (except for implementation of systems to

screen or block fraudulent calls and for changes in the ordinary course of

business which would not reasonably be expected to result in any diminution of

the Retained Minutes), and will in no event cause or permit any deterioration in

the quality, efficiency or responsiveness of such service, any reduction in the

advertising and promotion of such service, or any denigration of such service.

In the event Buyer fails to comply with its covenants under this subsection (d),

the amount of the Earn-Out payable to Seller will be fixed at $8,000,000 (Eight

Million Dollars), irrespective of the number of Retained Minutes. In the event

of (x) any termination, disruption or deterioration of AOL Instant Messenger

service or (y) any disruption of Internet protocol relay service not reasonably

under the control of Buyer during the period between the Closing and the

termination of the AIM Measurement Period, the amount of Earn-Out will be

equitably adjusted to reflect the number of Retained Minutes that would

reasonably be expected to have been accrued in the absence of such event.

(e) Seller's Objection Notice. If Seller objects to Buyer's

calculation of the Retained Minutes and Earn-Out payment, Seller must, within

twenty (20) Business Days after Seller's receipt of the calculation of the

Retained Minutes and Earn-Out, give written notice to Buyer specifying in

reasonable detail Seller's objections (the "Seller Objection Notice"). Any item

included on or omitted from the calculation of the Retained Minutes and Earn-Out

to which Seller does not object in a Seller Objection Notice shall be deemed to

be accepted by Seller and any amounts included within such item shall be deemed

to be final, binding and conclusive. If Seller does not give a Seller Objection

Notice within such time period, Buyer's determinations of the Retained Minutes

and the Earn-Out shall be final, binding and conclusive on the Parties.

<PAGE>

(f) Resolution of Disputed Earn-Out. With respect to any

disputed amount concerning the Earn-Out, Buyer and Seller shall meet in person

and negotiate in good faith to resolve any such dispute during the ten

(10)-Business Day period after Buyer's receipt of a Seller Objection Notice. If

Buyer and Seller are unable to resolve any such dispute within such period,

then, at the written request of either Party delivered to the other Party (a

"Dispute Resolution Request"), each of Buyer and Seller shall promptly appoint a

knowledgeable, responsible representative to meet and negotiate in good faith to

resolve the objections raised in the Seller Objection Notice. Buyer and Seller

intend that these negotiations be conducted by experienced business

representatives empowered to decide the issues. The business representatives

will meet and attempt to resolve the objections raised in the Seller Objection