ASSET PURCHASE AGREEMENT
------------------------
THIS IS AN ASSET PURCHASE AGREEMENT, HEREINAFTER REFERRED TO AS THE
AGREEMENT, MADE AND ENTERED INTO THIS 7TH DAY OF NOVEMBER, 2000, BY AND AMONG
THE FOLLOWING PARTIES:
I. TEL-ONE, INC., OF 000 XXXXX XXXXXX XXXXX, XXXXX 0000, XXXXX, XXXXXXX
00000 (THE "BUYER").
II. TELECOM RESPONSE, INC., OF 0000 XXXX XXXXXXXX XXXXXX, XXXXX, XXXXXXX
00000(XXX "SELLER").
RECITALS:
---------
A. The Seller owns and operates an a telephony project management
company that provides expertise on advanced telephony projects and plans for
companies and government institutions via outsource agreements and government
long-term contracts.
B. Seller desires to sell the rights and title to the contract
receivables net of cost to fulfill the contract requirements, and Buyer desires
to buy, on terms and conditions set forth in this Agreement, the FLORIDA STATE
-------------
GOVERNMENT CENTREX CONTRACT identified as contract number 730-030-99-1 which
----------------------------- ------------
commenced on August 4, 1998 and expires on January 1, 2003.
C. This Agreement sets forth the respective rights and obligations of the
parties regarding the purchase and sale described herein.
NOW THEREFORE, In consideration of the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged by all parties, the parties agree as follows:
ARTICLE I - PURCHASE AND SALE
-----------------------------
1.01 DEFINITIONS.
------------
(a) The parties acknowledge and agree that the recitals are true and
correct and the recitals by this reference are incorporated into
this Agreement.
(b) All Exhibits described in, attached to, or referred to, in this
Agreement are hereby incorporated by this reference into this
Agreement.
(c) The parties agree that the abbreviations set forth in the
preamble and the recitals shall be used for purposes of this
Agreement.
1.02 ASSETS SOLD AND PURCHASED. On the basis of the representations,
-----------------------------
warranties, and agreements of the parties, and subject to the terms and
conditions of this Agreement, Seller agrees to sell and Buyer agrees to buy, the
following asset (sometimes collectively referred to in this Agreement as the
Asset):
1
(A) CONTRACT RIGHTS. Buyer and Seller acknowledge that Exhibit
----------------
1 is the Contract for which any required consent to such assignment has been or
will be obtained by Seller on or prior to the Closing and this Contract for
which a required consent to such assignment has not been obtained by Seller
prior to the execution hereof. Seller covenants to obtain any required consents
that have not been obtained prior to the date of Closing. Buyer will have no
responsibility for or liability under any Contracts not actually assigned to and
assumed by Buyer.
1.03 PURCHASE PRICE.
----------------
(a) In consideration of the transactions described in this
Agreement, Buyer shall tender Seller the consideration set forth
below:
(1) 5,000,000 shares of Buyer's common stock ("Shares"),
--------- representing a fifty-percent (50%) equity interest
in Tel-One, Inc. evidenced by a duly executed stock
certificate to be delivered to Seller within 10 days after
the Closing.
(2) Parties have agreed that the value of the FLORIDA STATE
-------------
GOVERNMENT CENTREX CONTRACT identified as contract number
----------------------------
730-030-99-1 is based on the present value of future cash
flows from the contract, net of costs and expenses.
1.04 LIABILITIES OF SELLER. Buyer shall not be responsible for any of
-----------------------
Seller's liabilities, obligations or indebtedness, except as specifically set
forth in this Agreement.
1.05 CLOSING DATE. The date and the time of closing of the
--------------
transactions contemplated in this Agreement shall be referred to herein as the
"CLOSING" or the "CLOSING DATE". The Closing shall be held at the offices of
Telecom Response, Inc. on November 7, 2000. The time, date and place of the
--------------------------------------------
Closing may be changed by the mutual agreement of the parties.
-
ARTICLE II - CONDITIONS
-----------------------
2.01 CONDITIONS OF BUYER'S OBLIGATIONS. The obligations of Buyer to
------------------------------------
be performed under this Agreement at Closing are subject to each and all of the
following conditions, any one or more of which may, however, be waived in whole
or in part by Buyer:
(a) The representations and warranties of Seller set forth in this
Agreement shall be true and correct in all material respects on
and as of the Closing with the same affect as if made on and as
of the Closing.
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(b) Seller shall have obtained all necessary consents of all other
persons or parties to the execution of this Agreement and to the
consummation of the transactions contemplated hereby.
(c) The representations, warranties and covenants made by Seller in
this Agreement and all documents, statements and schedules
furnished Buyer shall be true and correct in all material
respects on and as of the Closing Date with the same force and
effect as though those representations, warranties and covenants
and the documents, statements and schedules furnished to Buyer
had been made on and as of the closing date.
2.02 CONDITIONS OF SELLER'S OBLIGATIONS. The obligations of Seller to
-----------------------------------
be performed under this Agreement are subject to each and all of the following
conditions, any one or more of which may, however, be waived in whole or in
part by Seller:
(a) The representations and warranties of Buyer set forth in this
Agreement shall be true and correct in all material respects on
and as of the Closing Date with the same effect as if made on and
as of the Closing Date.
(b) Buyer shall have obtained all necessary consents of all other
persons or parties to the execution of this Agreement and to the
consummation of the transactions contemplated hereby.
2.03 SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS. Seller
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represents, warrants and covenants as follows:
(a) ORGANIZATION AND STANDING OF SELLER. If the Seller is a
--------------------------------------- corporation, it is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Florida, and the execution and
delivery of this Agreement to Buyer and the sale contemplated
hereby has been duly authorized by all necessary corporate
action.
(b) PROPERTIES. Seller now has, and at closing will have, good and
----------- marketable title to the Asset, free and clear of
any restrictions, encumbrances, conditional sale or security
agreements, or adverse claims, except as specifically disclosed
in this Agreement. None of the Asset will at closing be subject
to any restriction which would prevent the conveyance thereof to
Buyer or prevent or materially adversely affect the use presently
made thereof.
(c) CLAIMS AND LITIGATION. To Seller's knowledge there is no claim,
----------------------- litigation or proceeding, pending or
threatened, which affects the interest of Seller to or in any of
the Asset or which would prevent or materially affect the
ownership, use or operation by Buyer of any of the Asset.
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(d) TAXES. Seller has paid, or will have paid by Closing, all taxes
------ or other charges required to be paid prior to Closing with
respect to the Asset.
(e) NO RESTRICTIONS. Seller is not subject to any charter, bylaw,
----------------- mortgage, lien, lease, judgment, contract or
other restriction of any kind which would prevent consummation of
the transactions contemplated by this Agreement.
(f) DISCLOSURE. No representation or warranty made by Seller in this
----------- Agreement, nor any written statement or certificate
furnished or to be furnished by the Seller to the Buyer pursuant
hereto, or in connection with the trans-actions contemplated
hereby, contains or will contain, any untrue statement of a
material fact, or will omit to state a material fact necessary to
make the statement contemplated therein not misleading.
(g) OPERATING CONDITION. All properties associated with the Asset are
--------------------- in good operating condition and in a state
of reasonable maintenance and repair.
(h) STATUS OF ASSET. The Contract of Seller being acquired by
----------------- Buyer is in full force and effect and is
enforceable in accordance with its terms, and there is no
existing default on the part of either party to the contract. A
true copy of the contract described above has been furnished to
Buyer.
(h) MISCELLANEOUS CONSENTS. No authorization, consent or approval of
------------------------ any public body or authority is
necessary to the validity of the transactions contemplated by
this Agreement. All necessary approvals of the parties under any
contracts, commitments or understandings to which Seller is a
party required to permit consummation of the transaction in
accordance with this Agreement have been or will be obtained on
or before the Closing Date. Seller is not otherwise a party to
any contract or subject to any other legal restriction that would
prevent or restrict complete fulfillment of any terms and
conditions of this Agreement or compliance with any of the
obligations under it.
(i) LITIGATION. Neither Seller nor any Shareholder has ever
----------- been held liable in any court or in any
administrative proceeding for any claims alleging fraud by Seller
or any Shareholder in connection with any telephony related
business or activities. Each Shareholder warrants that there are
no disciplinary proceedings pending against him, nor has he been
subject to any prior disciplinary proceedings. Each Shareholder
further warrants that there are no criminal proceedings pending
against him, nor has he ever been indicted for any felony.
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(j) CONTRACTS. Exhibit 1 contains the contract entered into by
Seller, ---------- or by any of the officers of Seller on behalf
of Seller. No event or condition known to the officers or
Shareholders or Seller has occurred or exists, or, to the
knowledge of the officers or Shareholders or Seller, is alleged
by any of the other parties thereto to have occurred or existed,
which constitutes, or with the lapse of time or giving of notice
or both might constitute, a material default or material breach
under the contracts in Exhibit 1.
2.04 REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and
--------------------------------------------
warrants to the Seller that:
(a) ORGANIZATION AND STANDING OF BUYER. If the Buyer is a
-------------------------------------- corporation, it is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Florida, the execution and
delivery of this Agreement to Seller and the sale contemplated
hereby has been duly authorized by all necessary corporation
action. The execution by it will not conflict with or result in
breach of the terms, conditions or provisions of or constitute a
default under the certificate of incorporation or bylaws of
Buyer or any agreement or instrument under which Buyer is now
obligated. Buyer has full legal right, power and authority to
enter into these transactions and perform its obligations under
the Agreement.
(b) NO RESTRICTIONS. Buyer is not subject to any charter, bylaw,
----------------- mortgage, lien, lease, judgment, contract or
other restriction of any kind which would prevent consummation
of the transactions contemplated by this Agreement.
(c) DISCLOSURE. No representation or warranty made by Buyer in this
----------- Agreement, nor any written statement or certificate
furnished or to be furnished by the Buyer to the Seller pursuant
hereto, or in connection with the transactions contemplated
hereby, contains or will contain, any untrue statement of a
material fact, or will omit to state a material fact necessary to
make the statement contemplated therein not misleading.
2.05 COMMISSION. The parties hereby represent and warrant that no
-----------
broker or other person or legal entity is entitled to any commission or other
form of fee or compensation on account of the transactions contemplated by this
Agreement.
2.06 INDEMNIFICATION BY SELLER.
----------------------------
(a) Seller shall indemnify and hold harmless Buyer against and in
respect of:
(1) All liabilities and obligations of, or claims against, the
Seller not expressly assumed hereby by Buyer.
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(2) All damages, loss, cost or expense of Buyer resulting from
any misrepresentation, breach of warranty, or
non-fulfillment of any agreement on the part of the Seller
under this Agreement, or from any misrepresentation in, or
omission from, any certificate, or other instrument
furnished or to be furnished by Seller to Buyer under this
Agreement.
(3) All state and local sales taxes applicable to the
transactions contemplated hereby, if any.
(4) All actions, suits, proceedings, demand, assessments,
judgments, costs and expenses incident to any of the
foregoing.
(b) Seller shall reimburse the Buyer on demand for any payment made
by it at any time after the Closing in respect of any liability,
obligation or claim to which the foregoing indemnity relates.
Should any claim covered by the foregoing indemnity be asserted
against Buyer, Buyer shall notify Seller promptly and give it an
opportunity to defend the same, and Buyer shall extend reasonable
cooperation to Seller in connection with such defense. In the
event that Seller fails to defend the same within a reason-able
time, Buyer shall be entitled to assume the defense thereof, and
Seller shall be liable to repay Buyer for all its expenses
reasonably incurred in connection with the defense (including
reasonable attorney's fees and settlement payments).
(c) In the event Seller does not reimburse Buyer as set forth above,
then Buyer shall have a right to set off the amount of such
liability, obligation or claim, including Buyer's other expenses
as set forth above, against amounts due by virtue of the Note,
such amounts being applied first to the next payment due and to
each payment due thereafter until such amount is repaid to Buyer
in full.
2.07 INDEMNIFICATION BY BUYER.
---------------------------
(a) Buyer shall indemnify and hold harmless Seller against and in
respect of:
(1) All liabilities and obligations of, claims against the Buyer
including but not limited to liabilities, obligations or
claims arising in connection with the Asset purchased from
Seller and arising after the Closing Date.
(2) All damages, loss, cost or expense of Seller resulting from
any misrepresentation, breach of warranty, or
non-fulfillment of any agreement on the part of the Buyer
under this Agreement, or from any misrepresentation in, or
omission from, any certificate, or other instrument
furnished or to be furnished by Buyer to Seller under this
Agreement.
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(3) All actions, suits, proceedings, demand, assessments,
judgments, costs and expenses incident to any of the
foregoing.
(b) Buyer shall reimburse the Seller on demand for any payment made
by it at any time after the Closing in respect of any liability,
obligation or claim to which the foregoing indemnity relates.
Should any claim covered by the foregoing indemnity be asserted
against Seller, Seller shall notify Buyer promptly and give it
an opportunity to defend the same, and Seller shall extend
reasonable cooperation to Buyer in connection with such defense.
In the event that Buyer fails to defend the same within a
reasonable time, Seller shall be entitled to assume the defense
there-of, and Buyer shall be liable to repay Seller for all its
expenses reasonably incurred in connection with the defense,
including reasonable attorney's fees and settlement payments.
ARTICLE III - CONDUCT PRIOR TO CLOSING; CLOSING
-----------------------------------------------
3.01 RISK OF LOSS. Any risk of loss resulting from fire, theft, casualty
--------------
or otherwise, regarding the Asset shall be borne by the Seller until the Closing
Date. In the event that the property associated with the function of the
contract that Buyer is acquiring from Seller has been materially damaged by any
casualty on or prior to the Closing Date, the Buyer shall have the option to
rescind this Agreement, or in the alternative, the Buyer may elect to consummate
the transactions described herein, after giving proper adjustment to the
purchase price for the amount of damage done to the Asset, said adjustment to be
mutually agreed upon between the Seller and Buyer.
3.02 ACCESS TO INFORMATION. Seller has or shall accord reasonable access
-----------------------
during normal business hours prior to the Closing to Buyer and to Buyer's
counsel, accountants, and other representatives, to the Assets and records
pertaining to the Assets and the Seller's business involving the Assets, and
shall furnish Buyer during such period with all information concerning the
Assets that Buyer reasonably may request. Buyer, prior to the Closing Date,
through its representatives may make such investigation of the proper-ties and
business of Seller and of their financial condition as it deems necessary or
advisable to familiarize itself with the properties, business, financial
condition and other matters; the investigation, however, shall not affect
Seller's representations and warranties under this Agreement. Buyer and its
representatives, from and after the date of this Agreement, shall have full
access to the properties and all of the books and records of every kind of
Seller, and the officers of Seller will furnish Buyer with financial and
operating data and other information concerning the business and properties of
Seller that may be requested from time to time.
Seller and Stockholders shall at any and all times prior to Closing provide
any and all information and documents reasonably requested by Buyer and Buyer
agrees that all information provided Buyer by Seller shall remain confidential
and the property of Seller until completion and closing of this transaction. In
the event this transaction does not close except by reason of
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default of Seller or Shareholders, Buyer shall return immediately to Seller all
accounting materials and other documentation provided by Seller.
3.03 CONDUCT OF BUSINESS PENDING CLOSING. Seller shall prior to the
----------------------------------------
Closing at its own expense keep the Asset in good standing and shall not
mortgage, hypothecate, pledge, assign, convey or encumber any of the Asset nor
create or permit to exist, any lien or security interest in any of the Asset.
3.04 SELLER'S PERFORMANCE AT CLOSING. At the Closing, Seller warrants and
--------------------------------
represents that they will:
(a) Execute and deliver to Buyer such endorsements or assignments and
other good and sufficient instruments of conveyance, transfer and
assignment as shall be effective to vest in Buyer all the right
and interest of Seller in and to the Asset. At or after the
Closing, and without further consideration, Seller will execute
and deliver such further instruments of conveyance and transfer
and take such other action as Buyer may reasonably request in
order to convey and transfer to Buyer any of the Asset.
(b) Deliver to Buyer a written opinion of Seller's counsel, dated as
of Closing, in form and substance satisfactory to Buyer, to the
effect that:
(1) If the Seller is a corporation that:
(i) Seller is a corporation duly organized, existing and in
good standing under the laws of the State of Florida.
(ii) Seller has full corporate power and authority to xxxxx,
transfer, assign and deliver the Assets to Buyer on the
terms and conditions provided in this Agreement and all
consents necessary for such conveyance, transfer,
assignment and delivery have been obtained.
(iii) All corporate and other action required to be taken by
or on the part of Seller to enable it to carry out this
Agreement has been duly taken.
(2) They have no knowledge of any litigation, proceeding or
governmental investigation pending or threatened, which
affects the title or interest of Seller to or in any of the
Assets, or which would prevent or adversely affect the
ownership, use or operation of any of the Assets by Buyer.
3.05 BUYER'S PERFORMANCE AT CLOSING. At the Closing, Buyer will warrant
---------------------------------
and represent that:
8
(1) If the Buyer is a corporation that:
(i) Buyer is a corporation duly organized, existing and in
good standing under the laws of the State of Florida.
(ii) Buyer has full corporate power and authority to execute
and deliver the Note, and instruments of security for
the Note, and to otherwise perform as provided by this
Agreement.
(iii) All corporate and other action required to be taken by
or on the part of Buyer to enable it to carry out this
Agreement has been duly taken.
(2) They have no knowledge of any litigation, proceeding or
governmental investigation pending or threatened which
affects Buyer or which would prevent or adversely affect
Buyer's ownership, use and operation of the Asset.
ARTICLE IV - DEFAULT AND REMEDIES
---------------------------------
4.01 DEFAULT BY BUYER. In the event that the Seller has fulfilled all of
------------------
its obligations set forth in this Agreement and in the further event that the
Buyer fails to perform its obligations on the Closing Date set forth in this
Agreement, then the Buyer shall be deemed in default, and the sole remedy
available to the Seller shall be the retention by Seller of any moneys
previously paid, if any, by the Buyer to the Seller.
4.02 DEFAULT BY SELLER. In the event that the Buyer has performed all to
-------------------
its obligations set forth in this Agreement as of the Closing Date, and stands
ready, willing and able to consummate the transactions set forth herein as of
the Closing Date, but the Seller, for any reason, fails to perform its
obligations on or before the Closing Date, the Seller shall be deemed in
default, and the Buyer shall be entitled to any combination of the following
remedies: (a) institute an action for damages against the Seller for those
damages resulting from the Seller's default; and (b) institute an action for
specific performance or such other equitable relief as a court of competent
jurisdiction deems appropriate under the circumstances as a result of the
default by the Seller.
ARTICLE V - AFTER CLOSING
-------------------------
5.01 SURVIVAL OF WARRANTIES, ETC. All written statements and
-------------------------------
certificates furnished by Seller or Buyer, whether so furnished before, at or
after the Closing or whether contained herein or furnished pursuant hereto or in
connection with the transactions contemplated hereby, shall be deemed to be
representations and warranties. All representations, warranties and covenants
made by Seller in this agreement, or pursuant hereto, shall be deemed made for
the purpose of inducing Buyer to enter into this Agreement, and shall survive
the Closing and remain operative and in full force and effect regardless of any
investigations at any time made by or on behalf of
9
Buyer, and shall not be deemed merged in any document or instrument executed or
delivered at the Closing.
5.02 EMPLOYMENT AGREEMENT. Buyer agrees to install Xxxx Xxxxx as President
---------------------
and Director of Tel-One, Inc. by special meeting of Board of Directors
concurrent with the execution of this Agreement. Existing officers at the time
of the Closing will resign their positions as officers simultaneously with the
execution of this Agreement.
5.03 COVENANT NOT TO COMPETE.
---------------------------
(a) The Seller and Buyer agree that for a period of two (2) years
from the Closing Date, neither the Seller nor Buyer will engage
directly or indirectly, either as a principal, agent, proprietor,
shareholder, director, officer, or employee or participate in the
ownership, management, operation or control, or have partnership,
firm or business engaged in a business in competition with, or
similar to, the business conducted by Buyer or Seller as it
relates to the FLORIDA STATE GOVERNMENT CENTREX CONTRACT
-----------------------------------------------
identified as contract number 730-030-99-1.
-------------
5.04 ASSIGNMENT. The Buyer may assign all or any part of its rights under
-----------
this Agreement to any corporation of which the Buyer owns all of the issued and
outstanding stock. The Buyer shall have this same right of assignment after the
Closing Date; and in the event of such an assignment the Buyer and Seller shall
cooperate in the execution of any documents reasonably necessary for the
protection of the Seller's rights in the Note.
5.05 SELLER'S ASSISTANCE. Seller agrees to continue to help in the
---------------------
operation of the business transferred hereunder after the Closing Date for a
period of 10 days without the payment of any additional compensation or
consideration.
5.06 FURTHER ASSURANCES. From time to time at Buyer's request, and
--------------------
without further consideration, Seller and Shareholder will execute and deliver
such further instruments of conveyance, assignment and transfer and take such
other action as Buyer may reasonably request in order to more effectively convey
and transfer any of the Assets. Seller and Shareholders further agree to assist
Buyer in the application for the appropriate licenses and authorizations
required by Buyer to conduct business in the State of Florida.
ARTICLE VI - MISCELLANEOUS
--------------------------
6.01 NOTICES. Any notice required or provided for in this Agreement to
--------
be given to any party shall be mailed certified mail, return receipt requested,
or hand delivered, to the party at the address set forth in the preamble.
6.02 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
------------------------
inure to the benefit of the successors and assigns of the parties.
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6.03 FLORIDA LAW. This Agreement and the Note shall be construed
-------------
and enforced in accordance with the laws of the State of Florida.
6.04 ATTORNEY'S FEES. In the event that any party is required to
----------------
engage the services of legal counsel to enforce its rights under this Agreement
against any other party, regardless of whether such action results in
litigation, the prevailing party shall be entitled to reasonable attorney's fees
and costs from the other party, which in the event of litigation shall include
fees and costs incurred at trial and on appeal.
6.05 ENTIRE AGREEMENT. This Agreement contains the entire
------------------
understanding among the parties and supersedes any prior written or oral
agreement between them respecting the subject matter of this Agreement. There
are no representations, agreements, arrangements, or understandings, oral or
written, between the parties hereto relating to the subject matter of this
Agreement which are not fully expressed herein.
6.06 AMENDMENTS. Any amendments to this Agreement shall be in writing
-----------
signed by all parties.
6.07 SEVERABILITY. In case any one or more provisions contained in
-------------
this Agreement shall, for any reason, be held invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any other provision hereof and this Agreement shall be construed as if such
invalid, illegal or unenforceable provision had not been contained herein.
6.08 WAIVER. No consent or waiver, expressed or implied, by a party of
-------
any breach or default by any other party in the performance by that other party
of its obligations hereunder shall be deemed or construed to be a consent or
waiver to any other breach or default in the performance by such other party of
the same or any other obligations of such other party hereunder. Failure on the
part of any party to complain of any act or failure to act of another party or
to declare that other party in default, irrespective of how long such failure
continues, shall not constitute a waiver of such party of its rights hereunder.
6.9 NUMBERS AND LICENSES. The Buyer shall not use any numbers
-----------------------
previously used by Seller, such as Federal employer identification numbers or
state sales tax numbers. The Buyer shall not use any licenses of any kind held
by Seller unless specifically acquired pursuant to this Agreement.
6.10 EXPENSES. Each party to this Agreement shall pay its own expenses
---------
and costs incident to the preparation of this Agreement and to the consummation
of the transactions contemplated by it.
6.11 FURTHER INSTRUMENTS AND ACTIONS. Each party shall deliver any
-----------------------------------
further instruments and take any further actions that may be reasonably
requested by the other in order to carry out the provisions and purposes of this
Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year first above written.
WITNESSES:
_________________________ Tel-One, Inc., a Florida Corporation
--------------
_________________________ By: /s/ Xxxxxx Xxxxxxxxx
----------------------
Xxxxxx Xxxxxxxxx
-----------------
As its ______President
(CORPORATE SEAL)
_________________________ Telecom Response, Inc., a Florida Corporation
----------------------
_________________________ By: /s/ W. Xxxx Xxxxx
--------------------
W. Xxxx Xxxxx
---------------
As its ______President
(CORPORATE SEAL)
STATE OF FLORIDA
COUNTY OF Hillsborough
------------
The foregoing instrument was sworn to and acknowledged before me this
7th day of November, 2000 by W. Xxxx Xxxxx, as the President of Telecom
--- -------- --------------- --------- -------
Response, a Florida corporation, on behalf of the corporation.
_________________________
NOTARY PUBLIC
My commission expires:
STATE OF FLORIDA )
COUNTY OF __________)
The foregoing instrument was sworn to and acknowledged before me this
7th day of November, 2000 by Xxxxxx Xxxxxxxxx, the President of Tel-One, a
--- -------- ----------------- --------- -------
Florida corporation, on behalf of the corporation.
_________________________
NOTARY PUBLIC
My commission expires:
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