ASSET PURCHASE AGREEMENT by and between CBS CORPORATION

ASSET PURCHASE AGREEMENT

by and between

CBS CORPORATION

and

RSL COM U.S.A., INC.

regarding the sale of the business and assets of
Westinghouse Communications,
a division of CBS Corporation

Dated as of April 23, 1998

TABLE OF CONTENTS

ARTICLE 1 TERMS OF THE TRANSACTION............................................................1
1.1. Sale of Purchased Assets........................................................1
1.2. Excluded Assets.................................................................2
1.3. Purchase Price..................................................................3
1.3.1. Purchase Price.......................................................3
1.3.2. Payment of Base Purchase Price.......................................3
1.3.3. Allocation of Purchase Price.........................................3
1.4. Purchase Price Adjustment.......................................................4
1.4.1. Statement of Working Capital.........................................4
1.4.2. Review By Buyer......................................................4
1.4.3. Resolution...........................................................5
1.4.4. Adjustment...........................................................5
1.4.5. Certain Terms........................................................6
1.4.6. Buyer Covenants......................................................6
1.4.7. Continuing Access....................................................7
1.5. Assumption of Liabilities.......................................................7
1.6. Excluded Liabilities............................................................8
1.7. Shortfall Liability.............................................................8
1.8. Certain Pending Litigation......................................................9
1.8.1. Administration.......................................................9
1.8.2. Liabilities..........................................................9
1.8.3. No Right to Indemnification.........................................10
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF SELLER...........................................10
2.1. Organization; Power and Authority..............................................10
2.2. Authorization; Execution and Validity..........................................10
2.3. Executive Officers.............................................................10
2.4. Financial Statements...........................................................10
2.5. Absence of Certain Changes.....................................................11
2.6. No Conflict; Seller Consents...................................................11
2.7. Real Property..................................................................12
2.7.1. Owned Real Property.................................................12
2.7.2. Leased Real Property................................................12
2.8. Personal Property..............................................................12
2.8.1. Owned Personal Property.............................................12
2.8.2. Leased Personal Property............................................12
2.9. Condition of Assets............................................................13
2.10. Insurance.....................................................................13
2.11. Contracts.....................................................................13
2.12. Litigation; Orders............................................................13
2.13. Environmental Laws............................................................13
2.13.1. Compliance.........................................................14
2.13.2. Permits............................................................14
2.13.3. Actions............................................................14
2.13.4. Exclusivity........................................................14
2.14. Other Laws....................................................................14

2.15. Patents, Trademarks and Similar Rights........................................15
2.15.1. Intellectual Property..............................................15
2.15.2 Software...........................................................15
2.16. Employees.....................................................................15
2.16.1. Employees..........................................................15
2.16.2. Unions.............................................................16
2.17. Employee Benefits.............................................................16
2.17.1. Employee Benefit Plans.............................................16
2.17.2. Records............................................................16
2.17.3. Actions............................................................16
2.17.4. Funding............................................................17
2.17.5. Multiemployer and Multiple Employer Plans..........................17
2.17.6. Acceleration of Benefits...........................................17
2.18. Taxes.........................................................................18
2.18.1. Tax Returns........................................................18
2.18.2. Tax Audits.........................................................18
2.18.3 Withholding Taxes..................................................18
2.18.4 Tax Characteristics................................................18
2.19. Brokers.......................................................................18
2.20. Customers.....................................................................18
2.21 Suppliers.....................................................................19
2.22. Communications Licenses.......................................................19
2.22.1 Licenses...........................................................19
2.22.2 Actions............................................................19
2.22.3 Exclusivity........................................................20
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF BUYER............................................20
3.1. Organization; Power and Authority..............................................20
3.2. Authorization; Execution and Validity..........................................20
3.3. No Conflict; Buyer Consents....................................................20
3.4. Litigation; Orders.............................................................20
3.5. Sufficient Funds...............................................................20
3.6. Buyer's Qualifications to Operate the Business.................................21
3.7. Brokers........................................................................21
ARTICLE 4 COVENANTS OF SELLER................................................................21
4.1. Cooperation by Seller..........................................................21
4.2. Pre-Closing Access to Information..............................................22
4.3. Conduct of Business............................................................22
4.3.1. Ordinary Course.....................................................22
4.3.2. Prohibited Actions..................................................23
4.3.3 Telecom Contracts...................................................23
4.3.4. Buyer's Consent.....................................................24
4.3.5 MCI.................................................................24
4.3.6 Trademark License...................................................24

4.4. Supplements to Schedules.......................................................25
ARTICLE 5 COVENANTS OF BUYER.................................................................25
5.1. Cooperation by Buyer...........................................................25
5.2. Pre-Closing Access to Information..............................................25

ARTICLE 6 MUTUAL COVENANTS...................................................................26
HSR Act Compliance..................................................................26
Consents to Assignment of Leases and Contracts......................................26
6.2.1. Cooperation and Reasonable Efforts..................................26
6.2.2. Pre-Closing; Required Consents......................................26
6.2.3. Post-Closing Efforts to Obtain Consents.............................26
6.2.4. No Assignment.......................................................27

6.3. Permits........................................................................27
6.3.1. Cooperation and Reasonable Efforts..................................27
6.3.2. Pre-Closing; Required Permits.......................................27
6.3.3. Post-Closing Efforts to Obtain Permits; Agreement to Cooperate......28
6.3.4. No Assignment.......................................................28

6.4. Taxes..........................................................................28
6.5. Books and Records..............................................................29
6.5.1. Access..............................................................29
6.5.2. Destruction.........................................................29
6.5.3. Confidentiality.....................................................29
6.5.4. Assistance..........................................................29
6.6. Supplemental Agreements........................................................29
6.7. Further Assurances.............................................................30

ARTICLE 7 CONDITIONS PRECEDENT TO CLOSING....................................................30
7.1. Conditions Precedent to Buyer's Obligations....................................30
7.1.1. Accuracy of Representations and Warranties..........................31
7.1.2. Performance of Covenants............................................31
7.1.3. Deliveries..........................................................31
7.1.4. Compliance with HSR Act.............................................31
7.1.5. Required Consents and Permits.......................................31
7.1.6. No Order............................................................31
7.1.7. No Material Change..................................................31

7.2. Conditions Precedent to Seller's Obligations...................................31
7.2.1. Accuracy of Representations and Warranties..........................32
7.2.2. Performance of Covenants............................................32
7.2.3. Deliveries..........................................................32
7.2.4. Compliance with HSR Act.............................................32
7.2.5. Required Consents and Permits.......................................32
7.2.6. No Order............................................................32

7.3. If Conditions Not Satisfied....................................................32

ARTICLE 8 CLOSING............................................................................32
8.1. Time and Place.................................................................32
8.2. Deliveries by Seller...........................................................33
8.3. Deliveries by Buyer............................................................34

ARTICLE 9 TERMINATION PRIOR TO CLOSING DATE..................................................35
9.1. Termination....................................................................35
9.2. Effect of Termination..........................................................35

ARTICLE 10 INDEMNIFICATION AND PROCEDURES....................................................35

iii

10.1. Indemnification by Seller.....................................................35
10.2. Indemnification by Buyer......................................................36
10.3. Notice of Claims..............................................................36
10.4. Third Party Claims............................................................36
10.4.1. Right to Assume Defense............................................36
10.4.2. Settlement of Third Party Claims...................................37
10.4.3. Cooperation........................................................37

10.5. Limits on Indemnification.....................................................37
10.5.1. Indemnifiable Claim................................................37
10.5.2. Deductible.........................................................37
10.5.3. Limit of Liability.................................................38
10.5.4. Survival...........................................................38
10.5.5. Actual Knowledge...................................................38
10.5.6. Consequential Damages; Mitigation..................................38
10.5.7. Exclusive Remedy...................................................38

10.6. Indemnity Payments............................................................39

10.7. Payment and Assignment of Claims..............................................39
10.7.1. Payment............................................................39
10.7.2. Assignment.........................................................39

10.8. Other Indemnitees.............................................................39

ARTICLE 11 EMPLOYEE MATTERS..................................................................39
11.1. Transfer of Employees.........................................................39
11.1.1. Offer of Employment................................................39
11.1.2. Foreign Employment Matters.........................................40
11.1.3. WARN Act...........................................................41

11.2. Employee Benefit Plans........................................................41
11.2.1. Coverage Under Employee Benefit Plans..............................41

11.2.2. Recognition of Service.............................................41
11.2.3. Seller's Savings Program...........................................41
11.2.5. Welfare and Fringe Benefits........................................42

ARTICLE 12 MISCELLANEOUS.....................................................................43
12.1. Severability..................................................................43
12.2. Successors and Assigns........................................................43
12.3. Counterparts..................................................................43
12.4. Headings......................................................................43
12.5. Waiver........................................................................43
12.6. No Third-Party Beneficiaries..................................................44
12.7. Sales and Transfer Taxes......................................................44
12.8. Other Expenses................................................................44
12.9. Notices.......................................................................44
12.10. Governing Law................................................................45
12.11. Interpretation...............................................................45
12.11.1. References........................................................45
12.11.2. Reliance..........................................................45
12.11.3. Cross-Reference of Disclosures....................................45
12.11.4. Drafting..........................................................46

12.12. Public Announcements.........................................................46
12.13. Exclusive Jurisdiction and Consent to Service of Process.....................46
12.14. Entire Agreement.............................................................46

12.15. Amendment....................................................................46
12.16. Bulk Sales Compliance........................................................47

ARTICLE 13 DEFINITIONS.......................................................................47
13.1. Definitions...................................................................47

Schedules
---------
Certain Excluded Assets 1.2(e)
Target Amount Calculation 1.4
Shortfall Liability 1.7
Executive Officers 2.3
Financial Statements 2.4(a)
Material Liabilities 2.4(b)
Certain Changes 2.5
Conflicts and Consents 2.6
Owned Real Property 2.7.1
Leased Real Property 2.7.2
Leased Personal Property 2.8.2
Material Contracts 2.11
Litigation and Orders 2.12
Environmental Permits 2.13.2
Limitations on Permits 2.14
Intellectual Property 2.15.1
Licenses; Infringement 2.15.2
Employees Earning More than $100,000 2.16.1
Employee Benefit Plans 2.17.1
Employee Benefit Actions Pending 2.17.3
Funding Deficiencies 2.17.4
Multi-Employer Plans 2.17.5
Acceleration of Benefits 2.17.6
Tax Audits 2.18.2
Top Twenty Five Customers 2.20
Ten Largest Suppliers 2.21
Communications Licenses 2.22.1
Non-Compliance with Communications Laws 2.22.2
Buyer Conflicts and Consents 3.3
Buyer Licenses 3.6
Required Consents 6.2.2
Required Permits 6.3.2
Sublease Agreements 6.6(a)
Employees on Leave of Absence 11.1.1
Seller's Knowledge 13.1.90

Exhibits
--------

Form of Lease Agreement 6.6(a)(i)
Form of Trademark License Agreement 6.6(b)
Form of Transitional Services Agreement 6.6(c)
Form of Non-Competition Agreement 6.6(d)
Form of Opinion of Seller's Counsel 8.2(f)
Form of Opinion of Buyer's Counsel 8.3(f)

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT is made as of April 23, 1998, by and
between CBS Corporation, a Pennsylvania corporation ("Seller"), and RSL COM
U.S.A., Inc., a Delaware corporation ("Buyer").

RECITALS

A. Seller, through its Westinghouse Communications division
("WestComm"), is a provider and reseller of telecommunication products and
services, including voice services, data services, outsourcing services, LAN
management and system design (the "Business");

B. Seller desires to sell to Buyer, and Buyer desires to purchase and
assume from Seller, all the Business and substantially all of the assets and
liabilities relating to the Business, in each case on the terms and subject to
the conditions contained in this Agreement.

NOW, THEREFORE, for good, valid and binding consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties,
intending to be legally bound, hereby agree as follows:

ARTICLE 1

TERMS OF THE TRANSACTION

1.1. Sale of Purchased Assets. On the terms and subject to the
conditions contained in this Agreement, at Closing Seller shall sell, assign,
convey, transfer and deliver to Buyer, and Buyer shall purchase, receive and
accept from Seller, as they exist on the Closing Date, all right, title and
interest that Seller or its subsidiary CBS Communications Services Inc.
possesses and has the right to transfer in and to all the assets which are
used in the conduct of the Business, other than Excluded Assets, including,
without limitation, the following (collectively, "Purchased Assets"):

(a) Accounts and contracts receivable and prepaid expenses,
including deposits, advertising materials and brochures;

(b) Tangible personal property, including raw materials,
works-in-process, finished goods, parts, accessories, tools, furniture,
equipment, switches, microwave facilities, routers and other network
equipment, the WesNet IP Network, machinery, automobiles, trucks, motor
vehicles, all other personal property owned or leased by Seller and used in
the conduct of the Business and miscellaneous inventories;

(d) Leases and subleases of Leased Personal Property;

(e) Intellectual Property (other than as provided in Section
1.2(b)), licenses and sublicenses granted or obtained with respect thereto,
remedies against infringements thereof and rights to protection of interests
therein and all other intangible assets, in each case used in connection with
the conduct of the Business;

(f) Unexecuted or uncompleted portions of the Contracts as
existing on the Closing Date, or which are listed on Schedule 2.11 hereto, or
which are not required to be disclosed thereon but are or have been entered
into in the ordinary course of business, as any of the foregoing may be
amended in the ordinary course of business between the date of this Agreement
and the Closing Date, subject to Section 6.2 (the "Assumed Contracts");

(g) All Permits existing as of the Closing Date and
associated with the Purchased Assets or the Business, subject to Section 6.3;

(h) Lists of suppliers, customers and potential customers of
services or products offered by the Business, as of the Closing Date, if any;

(i) Supplies and sundry items, including telephone numbers,
keys and lock combinations, customer records, and books and records of, or
relating to, and material to the operation of, the Business and the assets
acquired and any obligations assumed pursuant hereto (including all customer
files, customer lists, supplier records, records relating to accounts
receivable and market research and surveys, if any), copies of financial
records (or portions thereof) relating solely to the Business and copies of
Tax Returns, other than Income Tax Returns, relating solely to the Business;

(j) Personnel records and payroll records with respect to
all New Employees; and

(k) All claims and rights of Seller against third parties
with respect to the conduct of the Business including, without limitation, (i)
fees for early termination payable pursuant to any Telecom Contract terminated
by the customer between the date of this Agreement and the Closing Date (to
the extent not received by Seller prior to the Closing Date) and (ii) claims
and rights arising out of or relating to the Assumed Contracts.

1.2. Excluded Assets. The following assets shall not be included
in the Purchased Assets to be sold or acquired pursuant to this Agreement
(collectively, "Excluded Assets"):

(a) Cash (on hand or in banks) and cash equivalents, as of
the Closing Date;

(b) Right, title or interest in or to (i) the "Westinghouse"
trademark, the Westinghouse "Circle W" trademark or to the trade name
"Westinghouse" (except as otherwise provided in the Trademark License
Agreement) and (ii) the "129.228.x.x Class B internet address range" and the
"Xxxxxxxxxxxx.xxx" domain name;

(d) Rights and claims for refunds of any Income Taxes
relating to the periods prior to the Closing Date; and

(e) Assets of Seller or any Affiliate of Seller (i) which
are not used in the conduct of the Business as of the date hereof or (ii)
which are used in the conduct of the Business as of the date hereof but which
are not to be transferred to Buyer, consisting of assets (including but not
limited to Leased Real Property, personal property, employees and Intellectual
Property) (x) which are used in the operation of Seller's Shared Service
Centers, (y) which are used in the performance of the services and functions
presently provided to the Business by Seller's corporate headquarters, or by
other divisions, administrative units or subsidiaries of Seller including but
not limited to, information systems support, transaction processing, legal
services, research and development, accounting, cash management, treasury,
insurance and human resources, and (z) which are otherwise set forth on
Schedule 1.2(e).

1.3. Purchase Price.

1.3.1. Purchase Price. Subject to the adjustment pursuant to
Section 1.4, the purchase price for the Purchased Assets shall be the sum of
Ninety Million Dollars ($90,000,000) (the "Purchase Price"), together with
assumption of the Assumed Liabilities.

1.3.2. Payment of Purchase Price. At Closing, Buyer shall
pay to Seller an amount equal to the Purchase Price (the "Closing Payment") by
wire transfer of immediately available funds to the bank account set forth on
a notice given by Seller to Buyer not later than three (3) business days prior
to Closing.

1.3.3. Allocation of Purchase Price. As soon as practicable,
but not later than one hundred twenty (120) days after the Closing Date, Buyer
and Seller shall agree upon the allocation of the Purchase Price (and all
other capitalizable costs) and Assumed Liabilities among the Purchased Assets,
and shall set forth such allocation on a statement (the "Allocation
Statement"). The Allocation Statement shall reflect any changes in the assets
and liabilities shown on the final Statement of Working Capital, whether or
not such changes result in an adjustment to the Purchase Price. If the Parties
fail to agree on the allocation of the Purchase Price within one hundred
twenty (120) days after the Closing Date, then the disagreement shall be
resolved as soon as practicable thereafter, but not later than one hundred
eighty (180) days after the Closing Date, by one of the largest five (5)
national accounting firms, which accounting firm shall be jointly selected by
the Parties. The Parties acknowledge that the scope of such accounting firm's
work shall be limited to resolving only those items to which the Parties do
not agree regarding the allocation of the Purchase Price. The decision of the
accounting firm shall be final and binding upon the Parties. The Parties shall
share equally the fees, costs and expenses of the accounting firm selected to
resolve any disagreements regarding the Allocation Statement. Buyer and Seller

shall file all Income Tax Returns, and execute such other documents as may be
required by any taxing authority, in a manner consistent with the Allocation
Statement. Buyer and Seller shall prepare Internal Revenue Service Form 8594
pursuant to Section 1060 of the

Code relating to the transactions contemplated by this Agreement based on the
Allocation Statement, and shall deliver such form to each other. Buyer and
Seller shall file such form with each relevant taxing authority. The
Allocation Statement shall have no impact on the Statement of Working Capital
for purposes of calculating the Adjusted Purchase Price.

1.4. Purchase Price Adjustment.

1.4.1. Statement of Working Capital. Within seventy-five
(75) days after the Closing Date, Seller shall at its expense prepare and
deliver to Buyer a statement (the "Statement of Working Capital") setting
forth Working Capital (as defined below) as of the close of business on the
Closing Date ("Closing Working Capital"), together with an audited special
purpose report of the Seller's independent auditors that the Statement of
Working Capital has been prepared in compliance with the requirements of this
Section 1.4. Buyer shall cause its employees to assist Seller in the
preparation of the Statement of Working Capital and shall provide Seller
on-site access upon reasonable telephonic notice and at all reasonable times
to the personnel, properties, books and records relating to the Business for
such purpose. Buyer acknowledges that Seller shall have the primary
responsibility for preparing the Statement of Working Capital.

1.4.2. Review by Buyer. During the 30-day period following
Buyer's receipt of the Statement of Working Capital, Buyer and its independent
auditors, if any, shall be permitted to review and make copies reasonably
required of (i) the working papers of Seller and the non-proprietary working
papers of Seller's independent auditors used in connection with the
preparation of the Statement of Working Capital and (ii) any supporting
schedules, analyses and other documentation relating to the Statement of
Working Capital. The Statement of Working Capital shall become final and
binding upon the parties on the thirtieth (30th) day following delivery
thereof, unless Buyer gives written notice of its disagreement with the
Statement of Working Capital ("Notice of Disagreement") to Seller prior to the
close of business on the last day of such 30-day period. Any Notice of
Disagreement shall (A) specify in reasonable detail the nature of any
disagreement so asserted, (B) only include disagreements based on mathematical
errors or based on Closing Working Capital not being calculated in accordance
with this Section 1.4, and (C) be accompanied by a signed certificate by Buyer
that it has complied with the covenants set forth in Section 1.4.6. If a
Notice of Disagreement complying with the preceding sentence is received by
Seller in a timely manner, then the Statement of Working Capital (as revised
in accordance with the clause (I) or (II) below) shall become final and
binding upon the parties on the earlier of (I) the date Seller and Buyer

resolve in writing any differences they have with respect to the matters
specified in the Notice of Disagreement or (II) the date any disputed matters
are finally resolved in writing by the Accounting Firm (as defined below).

1.4.3. Resolution. During the 30-day period following the
delivery of a Notice of Disagreement that complies with the preceding
paragraph, Seller and Buyer shall seek in good faith to resolve in writing any
differences that they may have with respect to the matters specified in the
Notice of Disagreement. During such period Seller and its independent auditors
shall have reasonable on-site access upon reasonable telephonic notice and
during normal business hours to the personnel, properties, books, records,
schedules, analyses and working papers relating to the

Business and shall be permitted to review and make copies reasonably required
of (i) the working papers of Buyer and the non-proprietary working papers of
Buyer's independent auditors, if any, and (ii) any supporting schedules,
analyses or other documentation relating to the preparation of the Notice of
Disagreement. If, at the end of such 30-day period, Seller and Buyer have not
so resolved such differences, Seller and Buyer shall submit to an independent
public accounting firm agreed upon by the parties hereto in writing (the
"Accounting Firm") for the review and resolution any and all matters which
remain in dispute and which were properly included in the Notice of
Disagreement. Seller and Buyer shall use reasonable efforts to cause the
Accounting Firm to render a decision resolving the matters in dispute within
30 days following the submission of such matters to the Accounting Firm.
Seller and Buyer agree that judgment may be entered upon the determination of
the Accounting Firm in any court having jurisdiction over the party against
which such determination is to be enforced. The cost of any dispute settlement
(including the fees and expenses of the Accounting Firm) pursuant to this
Section 1.4 shall be borne by Seller and Buyer in inverse proportion as they
may prevail on matters resolved by the Accounting Firm, which proportion
allocations shall also be determined by the Accounting Firm at the time the
determination of the Accounting Firm is rendered on the merits of the matters
submitted.

1.4.4. Adjustment. The Purchase Price shall be increased by
the amount by which Closing Working Capital exceeds $1,234,000 as calculated
pursuant to Schedule 1.4 hereto (the "Target Amount"), and the Purchase Price
shall be decreased by the amount by which Closing Working Capital is less than
the Target Amount (the Purchase Price as so increased or decreased shall
hereinafter be referred to as the "Adjusted Purchase Price"). If the Purchase
Price is less than the Adjusted Purchase Price, Buyer shall, and if the
Purchase Price is greater than the Adjusted Purchase Price, Seller shall,
within 10 business days after the Statement of Working Capital becomes final
and binding upon the parties, make payment to the other party by wire transfer
in immediately available funds of the amount of such difference, together with
interest thereon at the three-month treasury xxxx rate (as reported by The
Wall Street Journal or, if not reported thereby, by another authoritative

source) in effect on the Closing Date plus .25% (the "Rate"), calculated on
the basis of the actual number of days elapsed over 365, from the Closing Date
to the date of actual payment, compounded annually. Notwithstanding the
foregoing, in the event that Buyer delivers a Notice of Disagreement to Seller
in accordance with this Section 1.4 and either Seller or Buyer shall be
required to make a payment to the other regardless of the resolution of the
items contained in the Notice of Disagreement, then Seller or Buyer, as
applicable, shall, within 10 business days of the receipt of the Notice of
Disagreement, make payment to the other by wire transfer in immediately
available funds of the lesser of the two amounts that may be owed by Seller or
Buyer, as applicable, pending resolution of the items contained in the Notice
of Disagreement together with interest thereon at the Rate on the date of the
Notice of Disagreement, calculated as described above, and such payment
(excluding interest) shall be credited against the payment excluding interest
required pursuant to the second sentence of this Section 1.4.4.

1.4.5. Certain Terms. The term "Working Capital" shall mean
Total Current Assets minus Total Current Liabilities (in each case as defined
below). The Target Amount equals Working Capital on the Balance Sheet Date (as
defined in Section 2.4.) plus an

adjustment of $180,000 for accrued liabilities for workers' compensation and
incurred but not reported medical claims. The terms "Total Current Assets" and
"Total Current Liabilities" shall mean the combined total current assets and
combined total current liabilities determined in accordance with GAAP (it
being understood that (a) (i) cash (on hand or in banks) and cash equivalents,
(ii) pension liabilities, other post-retirement and post-employment
liabilities, (iii) Shortfall Liability, and (iv) amounts attributable to
current and deferred Income Taxes for all periods prior to the Closing Date
for which Seller is liable under Section 1.6, collectively, shall be excluded
in determining Total Current Assets and Total Current Liabilities, (b) current
assets (other than accounts receivable) and liabilities relating to any
Contracts of the Business that are not Assumed Contracts shall be excluded
from the determination of Total Current Assets and Total Current Liabilities,
(c) accrued current liabilities for workers' compensation and incurred but not
reported medical claims shall be included as a liability in the determination
of Total Current Liabilities and (d) the amount of early termination fees
collected by Seller prior to the Closing Date pursuant to any Telecom Contract
terminated by the customer between the date of this Agreement and the Closing
Date (as reduced by any portion thereof used to satisfy any outstanding
accounts receivable of such customer) shall be included as a current liability
in the determination of Total Current Liabilities), respectively, of the
Business, using the same methodologies (including the same bases for judgments
except to reflect changes in specific identifiable events, facts and
circumstances), practices, accounting applications and assumptions, including
actuarial estimates, as used in determining the Target Amount. The Total
Current Assets and Total Current Liabilities shall not include any Excluded
Assets or Excluded Liabilities, respectively. The Parties agree that the

adjustment contemplated by this Section 1.4 is intended to show the change in
Working Capital (subject to the above adjustments) as of the Closing Date from
the Target Amount, and that such change may only be measured if the
calculation is done in accordance with the preceding sentence. The scope of
the disputes to be resolved by the Accounting Firm is limited to whether such
calculations were done in accordance with the foregoing provisions of this
Section 1.4 or whether there were mathematical errors in the Statement of
Working Capital. The calculation of the Target Amount is set forth in Schedule
1.4.

1.4.6. Buyer Covenants. Buyer agrees that following the
Closing it shall not take any actions which would affect the Statement of
Working Capital with respect to the accounting books and records of the
Business on which the Statement of Working Capital is to be based that are not
consistent with WestComm's past practices used in preparing the Target Amount.
Buyer shall cooperate in the preparation of the Statement of Working Capital,
including providing customary certifications including management
representation letters, to Seller's independent auditors.

1.4.7. Continuing Access. During the period of time from and
after the Closing Date through the resolution of any adjustment to the
Purchase Price contemplated by this Section 1.4, or, if sooner, the
appointment by the Parties of an Accounting Firm pursuant to Section 1.4.3,
each Party shall afford to the other Party and such other Party's independent
auditors or financial advisors retained by such Party in connection with any
adjustment contemplated by Section 1.4, on-site access at all reasonable times
upon reasonable telephonic notice to such Party's personnel, advisors,
properties, books, contracts, records, schedules, analyses and such

Party's working papers as such items reasonably relate to the preparation of
the Statement of Working Capital and the Notice of Disagreement.

1.5. Assumption of Liabilities. On the terms and subject to the
conditions contained in this Agreement, at Closing Buyer shall assume, become
liable for and agree to pay, discharge and perform, as the case may be, the
following Liabilities, whether incurred or arising before or after the Closing
Date, other than Excluded Liabilities (collectively, "Assumed Liabilities"):

(a) Liabilities of Seller relating exclusively to the
ownership or conduct of the Business reflected on the Year-End Balance Sheet
or incurred in the ordinary course of business but not required by GAAP to be
reflected thereon, or incurred in the ordinary course of business since the
Balance Sheet Date;

(b) Liabilities associated with the Assumed Contracts,
customers and suppliers arising from the conduct of the Business;

(c) Other than as set forth in Section 1.6(a), Liabilities
for Taxes with respect to the ownership or use of the Purchased Assets or the
conduct or operation of the Business;

(d) Other than as set forth in Section 1.6(c) and (e),
Liabilities under Welfare Benefit Plans that are fully self-insured by Seller,
vacation, bonuses, commissions, sick leave, short-term and long-term
disability benefits and workers' compensation benefits, with respect to any
Employees or former Employees of the Business; and

(e) Other than as set forth in Section 1.6(f), Liabilities
relating to any Action asserted against Seller that is set forth on Schedule
2.12 or any other Action arising out of the ownership or use of the Purchased
Assets or the conduct or operation of the Business by Seller (provided that
the foregoing shall not limit the effectiveness of Seller's representations
pursuant to Article 2 or Buyer's right to indemnification in accordance with
the provisions of Article 10).

1.6. Excluded Liabilities. Buyer shall not pursuant to this Agreement
assume any of Seller's Liabilities other than the Assumed Liabilities,
including but not limited to the following Liabilities (collectively,
"Excluded Liabilities"):

(a) Liabilities for Income Taxes relating to periods prior
to the Closing Date;

(b) Costs and expenses incurred by Seller in connection with
the negotiation, execution or performance of this Agreement and the
transactions contemplated hereby (including attorneys' fees and auditors' fees
and any stay bonus, retention payment or similar compensation payable to any
employees as a result of the consummation of the transactions contemplated
hereunder);

(c) (i) Liabilities for contributions owed by Seller to any
Employee Benefit Plan and (ii) Liabilities of Seller or any of its Affiliates
under any employee pension benefit plan within the meaning of Section 3(2) of
ERISA (other than Liabilities relating to the assets of

Seller's Savings Program for the period following transfer of such assets to
Buyer pursuant to Section 11.2.3), and other post-retirement liabilities for
Employees or former Employees of the Business;

(d) Except as otherwise provided in Section 6.2.3,
Liabilities associated with any Contracts relating to the Business that are
not Assumed Contracts;

(e) Provided Buyer fully complies with its obligations under
Section 11, Liabilities, if any, for severance, shutdown, permanent job
separation pay or other post-employment liabilities to any Employee under any
Employee Benefit Plan resulting directly from the consummation of the
transactions contemplated by this Agreement; and

(f) Liabilities associated with the Action captioned Xxxxxxx
Xxxxx, individually and on behalf of class of similarly situated individuals
v. Westinghouse Electric, (U.S.D.C., W.D. Pa -- Civil Action 97-2039),
identified as item D.2 on Schedule 2.12 hereto.

1.7. Shortfall Liability. (a) Without limiting the generality of the
provisions of Section 6.2, the Parties shall cooperate with each other to
obtain the Consent of AT&T to the transfer of the AT&T Contract to Buyer (if
such Contract will not by its terms expire prior to the Closing Date) and/or
to obtain an extension, modification, or replacement of the AT&T Contract
effective following the Closing Date on terms reasonably satisfactory to
Buyer. The Parties also agree to cooperate with each other in all discussions
and negotiations with AT&T concerning the Shortfall Liability. Both before and
after the Closing, each Party shall receive reasonable notice of and have the
right to participate in all such discussions and negotiations and shall
provide the other with all correspondence given to or received from AT&T in
connection with the foregoing, provided that Seller shall not have access to
pricing or other terms of any extension, modification, or replacement of the
AT&T Contract except to the extent that such pricing or other terms bears on
the outcome of the Shortfall Liability negotiations. The Shortfall Liability
shall be treated as provided in Schedule 1.7 hereto. Neither Buyer nor Seller
may agree with AT&T to any settlement of the Shortfall Liability other than in
accordance with this Section 1.7 and Schedule 1.7.

(b) The Parties agree that the provisions of this Section
1.7 and Schedule 1.7, as well as all actions taken by the Parties in the
performance hereof, shall be strictly confidential and shall not be disclosed
to any Person. In the event either Party becomes legally compelled (by
disposition, interrogatory, request of documents, subpoena, civil
investigative demand or similar process) to disclose any information required
to be kept confidential pursuant to this Section 1.7, such Party shall provide
the other Party with prompt prior written notice of such requirement and the
Parties, at their joint expense, shall seek a protective order or other
appropriate remedy and/or waive compliance with the terms of this Section 1.7.
In the event that such protective order or other remedy is not obtained, or
the Parties waive compliance with the provisions hereof, the disclosing Party
agrees to use its reasonable efforts to furnish only such portion of the
confidential information which is legally required to be furnished.

1.8. Certain Pending Litigation.

1.8.1 Administration. Buyer acknowledges that it has been
advised of an Action captioned Xxxxxxx Xxxxx v. Westinghouse Electric,
(U.S.D.C., W.D. Pa.-- Civil Action 96-1660), identified as item D.1 on
Schedule 2.12 hereto (the "Xxxxx Litigation"). Seller agrees, as an
accommodation to Buyer, that Seller shall be responsible for continuing, in
good faith, the defense of the Xxxxx Litigation. Seller shall keep Buyer fully

informed as to the status of the Xxxxx Litigation, and shall provide Buyer
with reasonable access to (which access shall include the right to make copies
of) all books, records and files relating to the Xxxxx Litigation. Seller
shall not consent to entry of any judgment or enter into any settlement with
respect to the Xxxxx Litigation without the prior written consent of Buyer,
which consent shall not be unreasonably withheld. Following the Closing Date,
Buyer will have the right to assume the defense and control of the Xxxxx
Litigation, following which Seller shall not have any further obligation with
respect to the conduct of the Xxxxx Litigation except to the extent necessary
to provide Buyer with the information necessary to proceed with the Xxxxx
Litigation.

1.8.2. Liabilities. Buyer shall pay all Liabilities incurred
in connection with the Xxxxx Litigation including, without limitation, (i) any
Liabilities imposed pursuant to any judgment entered or settlement entered
into in connection with the Xxxxx Litigation and (ii) the fees and expenses
incurred after the Closing Date of any outside counsel retained by Seller and
the reasonable value of the services provided after the Closing Date by
Seller's in-house counsel. Buyer acknowledges that all Liabilities associated
with the Xxxxx Litigation shall be Assumed Liabilities in accordance with
Section 1.5 hereto.

1.8.3. No Right to Indemnification. Seller shall not be
liable for any Liabilities incurred by Buyer that result from any act or
omission of Seller's in-house counsel relating to the Xxxxx Litigation, except
to the extent that a final judgment of a court of competent jurisdiction
determines that such act or omission constitutes gross negligence or willful
misconduct.

ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF SELLER

Seller makes the following representations and warranties to Buyer:

2.1. Organization; Power and Authority. Seller is a corporation duly
organized, validly existing and in good standing under the laws of the
Commonwealth of Pennsylvania. Seller has all corporate power necessary to (a)
execute, deliver and perform its obligations under this Agreement and to
consummate the transactions contemplated hereby and (b) own, operate and lease
the Purchased Assets and to carry on the Business as and where conducted as of
the date hereof; except in each case where the failure to have such corporate
power would not have a Material Adverse Effect.

2.2. Authorization; Execution and Validity. The execution, delivery
and performance by Seller of this Agreement and each of the other agreements,
documents and certificates to be delivered at the Closing (the "Operative
Documents") by Seller and the consummation by Seller of the transactions
contemplated hereby and thereby have been duly authorized by all necessary

corporate action. This Agreement and such Operative Documents have been or
will be duly and validly executed and delivered by Seller, constitute or will
constitute a valid and binding obligation of Seller and are or will be
enforceable against Seller in accordance with its respective terms.

2.3. Executive Officers. Schedule 2.3 lists all the executive
officers of Seller who are as of the date hereof devoted full-time to the
conduct of the Business.

2.4. Financial Statements. (a) Attached hereto as Schedule 2.4(a) are
the audited balance sheets of WestComm as of December 31, 1997 (the "Year-End
Balance Sheet" and such date the "Balance Sheet Date"), December 31, 1996 and
December 31, 1995, with the related statements of income and cash flows for
the fiscal years ended on such dates and the accompanying notes (collectively,
the "Financial Statements"). The Financial Statements have been prepared in
accordance with GAAP (except as noted therein, if any, or on Schedule 2.4(a)
hereto), and present fairly, in all material respects, the financial position
of WestComm as of the dates indicated and the results of its operations and
cash flows for the periods then ended.

(b) Except as otherwise set forth on Schedule 2.4(b), as of
the date hereof, Seller, with respect to the Business, has no material
Liabilities that are not reflected in the Financial Statements, the notes
thereto or the other Schedules hereto, other than those incurred since the
Balance Sheet Date in the ordinary course of business consistent with past
practice.

(c) All accounts receivable reflected in the Financial
Statements (i) arose from bona fide transactions in the ordinary course of
business and (ii) in the aggregate represent credit extended in a manner
consistent in all material respects with historical trade and credit practices
of WestComm.

2.5. Absence of Certain Changes. Except as listed on Schedule 2.5,
between the Balance Sheet Date and the date of this Agreement, the Business
has been operated in the ordinary course of business consistent with past
practice (other than as provided in clause (g) below), and there has been no
(a) to Seller's Knowledge, event or occurrence that has had a Material Adverse
Effect, (b) material amendment or termination of any Material Contract,
Material Lease or material Permit relating to the Business, other than
amendments or terminations in the ordinary course of business, (c) material
destruction, damage or other loss to any of the Purchased Assets, whether or
not covered by insurance, (d) material sale, lease, or other disposition of
any of the Purchased Assets, other than assets sold, leased or otherwise
disposed of in the ordinary course of business consistent with past practice,
(e) material purchase or lease of any Purchased Assets, other than assets
purchased or leased in the ordinary course of business consistent with past
practice, (f) increase in the compensation payable to any of the Employees,
other than increases consistent with past practice, (g) renewal of a Telecom
Contract other than in the ordinary course of business (provided that any such
renewal shall be deemed to be in the ordinary course of business if it is on
terms which, considered on an aggregate basis with all other renewals of and

new Telecom Contracts, are not materially less favorable to the Business,
after giving consideration to prevailing market factors), (h) incurrence of
any material debts, liabilities or obligations other than in the ordinary
course of business consistent with past

practice, (i) payment, discharge or satisfaction of any material claim,
liability or obligation (absolute, accrued, contingent or otherwise), other
than the payment, discharge of satisfaction of liabilities or obligations in
the ordinary course of its business consistent with past practice, (j)
creation of any Lien other than a Permitted Lien on any of the Purchased
Assets, (k) cancellation of any material debts owed to Seller, with respect to
the Business, or waiver of any claims or rights of substantial value, except
in the ordinary course of business consistent with past practice, or (l)
agreement or commitment to take any action described in this Section.

2.6. No Conflict; Seller Consents. Except as listed on Schedule 2.6
or as would not have a Material Adverse Effect, the execution, delivery and
performance by Seller of this Agreement will not (a) violate any Law, (b)
violate any Charter Document of Seller, (c) violate any Order to which Seller
is a party or by which it is bound, (d) breach or require the Consent of any
third party with respect to any Material Contract, Material Telecom Contract
or Material Lease relating to the Business, (e) result in the creation of any
Lien on any of the Purchased Assets, other than Permitted Liens or (f) require
any Consent from any Governmental Authority, other than (i) pursuant to the
HSR Act and (ii) the Regulatory Consents required in connection with the
transfer of the Business to Buyer.

2.7. Real Property.

2.7.1. Owned Real Property. Schedule 2.7.1 lists all the
real property owned by Seller as of the date hereof which is used exclusively
in the conduct of the Business (the "Owned Real Property").

2.7.2. Leased Real Property. Schedule 2.7.2 lists all the
real property leased to Seller as of the date hereof which is used in the
conduct of the Business (other than Excluded Assets) (the "Leased Real
Property"). All Leased Real Property is used exclusively in the conduct of the
Business. As of the date hereof, all Leases of Leased Real Property are valid
and binding and in full force and effect, except for such Leases the failure
of which to be valid and binding and in full force and effect would not have a
Material Adverse Effect. As of the date hereof, there has been no breach of a
Lease of Leased Real Property by Seller that would have a Material Adverse
Effect, which breach has not been cured or waived.

2.8. Personal Property.

2.8.1. Owned Personal Property. Seller or its subsidiary CBS
Communications Services Inc. has good title to all personal property, free and
clear of any Liens (other than Permitted Liens) and agreements to sell any

such personal property, that was (a) reflected on the Year-End Balance Sheet
(other than Leased Personal Property) and (b) purchased by Seller since the
Balance Sheet Date and used in the conduct of the Business (other than
Excluded Assets); except in each case for personal property disposed of (x) in
the ordinary course of business consistent with past practice or (y) in
transactions disclosed to Buyer in writing prior to the date hereof or
otherwise disclosed on Schedule 2.8.1.

2.8.2. Leased Personal Property. Schedule 2.8.2 lists all
the personal property leased to Seller as of the date hereof which is used in
the conduct of the Business (other than Excluded Assets) pursuant to a
Material Lease (the "Leased Personal Property"). All such property is used
exclusively in the conduct of Business. As of the date hereof, all Material
Leases of Leased Personal Property are valid and binding and in full force and
effect, except for such Material Leases the failure of which to be valid and
binding and in full force and effect would not have a Material Adverse Effect.
As of the date hereof, there has been no breach of a Material Lease of Leased
Personal Property by Seller that would have a Material Adverse Effect, which
breach has not been cured or waived.

2.9. Condition of Assets. The personal property owned by or leased to
Seller as of the date hereof which is used in the conduct of the Business is
in normal working order, reasonable wear and tear excepted, except where the
failure to be in normal working order would not have a Material Adverse
Effect. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, SELLER
CONVEYS THE PERSONAL PROPERTY "AS IS, WHERE IS" AND MAKES NO EXPRESS OR
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR
ANY OTHER WARRANTY AS TO THE CONDITION OR OPERATION OF ANY PERSONAL PROPERTY.

2.10. Insurance. All insurance policies, if any, owned or held by
Seller which relate to the Business or Purchased Assets are in full force and
effect, all premiums with respect thereto have been paid to the extent due,
and as of the date hereof no notice of cancellation or termination has been
received with respect to any such policy, other than policies that have been
replaced or are intended to be replaced prior to the expiration thereof by
policies providing substantially the same coverage.

2.11. Contracts. Except for Telecom Contracts, purchase orders,
invoices, confirmations and similar documents, Leases and Employee Benefit
Plans, Schedule 2.11 lists as of the date hereof all the following Contracts
which relate to the Business, Purchased Assets or Assumed Liabilities or by
which any of the Purchased Assets are bound or Assumed Liabilities are
governed ("Material Contracts"): (a) Contracts pertaining to the borrowing of
money; (b) Contracts creating Liens; (c) Contracts creating Guaranties; (d)
Contracts relating to material employment or consulting services; (e)
Contracts relating to any single capital expenditure in excess of $100,000;
(f) Contracts for the purchase, sale or lease of real property, of any
business or line of business or for any sale or purchase of assets out of the
ordinary course of business; (g) joint venture or partnership agreements; and
(h) Contracts that, individually, may reasonably be expected to result in the

payment or receipt of $100,000 or more during any twelve (12) month period
after the date hereof. As of the date hereof, all Material Contracts are valid
and binding and in full force and effect, except those Material Contracts the
failure of which to be valid and binding and in full force and effect would
not have a Material Adverse Effect. As of the date hereof, there has been no
breach of any Material Contract by Seller that would have a Material Adverse
Effect, which breach has not been cured or waived.

2.12. Litigation; Orders. Except as listed on Schedule 2.12, as of
the date hereof there is no Action pending or threatened in writing affecting
Seller, the Business or any of the

Purchased Assets which, if adversely determined, would have a Material Adverse
Effect. Except as listed on Schedule 2.12, as of the date hereof Seller is not
subject to any Order that would have a Material Adverse Effect.

2.13. Environmental Laws.

2.13.1. Compliance. On or before the date hereof, and solely
with respect to the ownership of the Purchased Assets or operation of the
Business, the Business is in compliance with all Environmental Laws applicable
to the Business and there are no Orders or written agreements with
Governmental Authorities applicable to the Business concerning compliance by
the Business with Environmental Laws, except in each case for such
noncompliance that would not have a Material Adverse Effect.

2.13.2. Permits. All Permits required by Environmental Laws
and necessary for the operation of the Business as of the Closing Date have
been obtained, renewed or applied for, are currently in effect and are
identified on Schedule 2.13.2 hereto (other than Permits that must be obtained
or applied for with respect to Buyer's ownership of the Purchased Assets or
conduct of the Business after the Closing Date) ("Environmental Permits").
Seller is in compliance with all such Permits in connection with the operation
of the Business, except in each case for such noncompliance that would not
have a Material Adverse Effect.

2.13.3. Actions. There is no Action pending or threatened in
writing in which any person or entity alleges the violation of any
Environmental Law, from or caused by operations now or previously conducted by
Seller relating to the Business, and Seller has not (a) received any written
notice and to Seller's Knowledge, no third party, Governmental Authority or
any employee or agent thereof, has determined or has alleged, threatens to
determine or requires an investigation to determine that there exists any
violation of any Environmental Law or the presence, Release, threat of
release, or placement on, at, under or about the premises of the Business, or
the use, handling, manufacturing, generation, production, storage, treatment,
processing, transportation or disposal of any Hazardous Substances on, at,
under, from or about the Owned Real Property or the Leased Real Property; (b)
received any written notice under the citizen suit provision of any

Environmental Law in connection therewith; or (c) received any written request
for inspection or request for information, written notice, demand,
administrative inquiry or any formal or informal written complaint or claim
with respect to or in connection with any Environmental Law, including,
without limitation, any Environmental Law referring or relating to Hazardous
Substances or any operations or any business conducted by the Business.

2.13.4. Exclusivity. Except as set forth in this Section
2.13, Seller makes no express or implied representation or warranty in this
Agreement concerning environmental matters or with respect to any
Environmental Law.

2.14. Other Laws. On or before the date hereof, and solely with
respect to the ownership of the Purchased Assets or operation of the Business,
Seller has not failed to (a) comply with any Other Law or (b) maintain in
effect and materially comply with any material Permit required by any Other
Law; except in each case for noncompliance that would not have a

Material Adverse Effect. Schedule 2.14 lists as of the date hereof all
material Permits (other than Environmental Permits listed on Schedule 2.13.2
and Communications Licenses listed on Schedule 2.22.1) related to the
Purchased Assets or operation of the Business. As of the date hereof, there is
no Action pending or threatened in writing to revoke or materially limit any
Permit listed on Schedule 2.14 which, if adversely determined, would have a
Material Adverse Effect.

2.15. Patents, Trademarks and Similar Rights.

2.15.1. Intellectual Property. Schedule 2.15.1 lists all
Intellectual Property that is owned or licensed by Seller and used in the
conduct of the Business as of the date hereof (other than Excluded Assets).
Except as listed on Schedule 2.15.1, (a) Seller owns all right, title and
interest in and to (i) the property listed on Schedule 2.15.1 and (ii) the
Trade Name and Trademarks to be licensed pursuant to the Trademark License
Agreement, (b) to Seller's Knowledge, Seller has not, on or prior to the date
hereof, with respect to the conduct of the Business, infringed upon or
misappropriated any Intellectual Property of any other Person, (c) as of the
date hereof, there is no Action pending or threatened in writing asserting any
infringement or misappropriation by Seller or which contests Seller's rights
with respect to the (i) Intellectual Property listed on Schedule 2.15.1 or
(ii) the Trade Name and Trademarks to be licensed pursuant to the Trademark
License Agreement, as it relates to the Business, that would, if adversely
determined, have a Material Adverse Effect, and (d) as of the date hereof, all
licenses listed on Schedule 2.15.1 are valid and binding and in full force and
effect except for such licenses the failure of which to be valid and binding
and in full force and effect would not have a Material Adverse Effect. Seller
has not granted to any other person or entity and, to Seller's Knowledge, no
other person or entity has, any interest in (i) any of the Intellectual
Property listed on Schedule 2.15.1, as licensee or otherwise, or (ii) the

Trade Name to be licensed pursuant to the Trademark License Agreement.

2.15.2 Software. Schedule 2.15.2 lists all software that is
owned or licensed by Seller and that is material to the operation of
telecommunications equipment used in the conduct of the Business as of the
date hereof (other than Excluded Assets). Except as listed on Schedule 2.15.2,
(a) Seller owns all right, title and interest in and to the software listed on
Schedule 2.15.2, and (b) as of the date hereof, there is no Action pending or
threatened in writing asserting any infringement or misappropriation by Seller
or which contests Seller's rights with respect to the software listed on
Schedule 2.15.2, that would, if adversely determined, have a Material Adverse
Effect. Seller makes no representation to Buyer with respect to (a) the
assignability to Buyer of any licensed software or source code or any
enhancements thereto relating to the Business or (b) the capability of
WestComm's or Seller's equipment, systems, software, data or databases
relating to the Business to adapt or respond to the so-called Year 2000
Problem.

2.16. Employees.

2.16.1. Employees. Schedule 2.16.1 lists each Employee whose
annual base salary was more than $100,000 for the year ended on the Balance
Sheet Date, including each

such person's name and current position or job classification. As soon as
practicable after the date hereof Seller shall provide Buyer with a separate,
confidential list of wage or salary and bonus information and date of hire for
each Employee.

2.16.2. Unions. There are no collective bargaining or other
labor union agreements applicable to any Employees. As of the date hereof, no
material work stoppage or material labor dispute against Seller in connection
with the Business is pending or, to Seller's Knowledge, threatened and, to
Seller's Knowledge, on the date hereof there is no related organizational
activity by any Employees. As of the date hereof, Seller has not received any
written notice of any unfair labor practice in connection with the Business,
and, to Seller's Knowledge, no such complaints are pending before the National
Labor Relations Board or other similar Governmental Authority.

2.17. Employee Benefits.

2.17.1. Employee Benefit Plans. Schedule 2.17.1 lists the
name of each written pension, retirement, profit-sharing, deferred
compensation, bonus, incentive, performance, stock option, stock appreciation,
phantom stock, stock purchase, restricted stock, medical, hospitalization,
vision, dental or other health, life, disability, severance, termination,
vacation, sick leave, leave of absence program or other employee benefit plan,
program, arrangement, agreement or policy both domestically and
internationally which currently covers any Employee as an employee of the

Business and which is sponsored or maintained by Seller as of the date hereof
(each, an "Employee Benefit Plan"). On the date hereof, each Employee Benefit
Plan complies in all material respects, and has been operated and administered
in all material respects, in accordance with all applicable requirements of
all Laws, including ERISA and the Code, and no "reportable event," "prohibited
transaction" (as such terms are defined in ERISA and the Code, as applicable)
or termination has occurred with respect to any Employee Benefit Plan. Each
Employee Benefit Plan intended to qualify under Section 401(a) of the Code has
received a ruling or determination letter concluding that such Employee
Benefit Plan so qualifies and, to Seller's Knowledge, no event has occurred,
amendment been adopted or action been taken that would cause such Employee
Benefit Plan to lose its qualified status.

2.17.2. Records. Seller has made available to Buyer copies
of each Employee Benefit Plan and any amendments thereto and any related trust
agreement, funding agreement and insurance contract relating thereto and, if
applicable, (a) the most recent actuarial valuation report, (b) the last filed
Form 5500 or 5500-C and Schedules thereto, (c) the summary plan description
currently in effect for each Employee Benefit Plan and all material
modifications thereto, (d) the last financial statements for each Employee
Benefit Plan and its related trust, if any, (e) the most recent determination
letter issued with respect to each Employee Benefit Plan, and (f) loan
document for each New Employee under the Westinghouse Savings Program.

2.17.3. Actions. Except as listed on Schedule 2.17.3, as of
the date hereof, there are no Actions pending (other than routine claims for
benefits) or, to Seller's Knowledge, threatened in writing by any Employee of
the Business with respect to any Employee Benefit Plan.

2.17.4. Funding. All contributions required by applicable
Law or the Employee Benefit Plan to be made on or prior to the date hereof by
Seller to an Employee Benefit Plan have been or will be made within the time
prescribed by the applicable Law, or Employee Benefit Plan. As of the date
hereof, there does not exist any accumulated funding deficiency within the
meaning of either Section 412 of the Code or Section 302 of ERISA as to any
Employee Benefit Plan, nor would there exist any such deficiency but for the
application of an alternative minimum funding standard. On or prior to the
date hereof, there has not been issued any waiver of the minimum funding
standards imposed by the Code with respect to any such Employee Benefit Plan.
Except as listed on Schedule 2.17.4, on the date hereof the fair market value
of the assets of each Employee Benefit Plan that is a funded defined benefit
pension plan equals or exceeds the actuarial present value of all accrued
benefits under such Employee Benefit Plan, including early retirement
subsidies, plant closing benefits and all other amounts considered to be
benefit liabilities upon a standard termination of a defined benefit plan
subject to Title IV of ERISA, with the said actuarial present value being
determined by application of the actuarial methods and assumptions applied by
such Employee Benefit Plan's enrolled actuary at the most recent annual
valuation of such Employee Benefit Plan, plus all administrative expenses,

fiduciaries' fees and similar charges payable by such Employee Benefit Plan,
plus all Taxes, if any, payable from plan assets.

2.17.5. Multiemployer and Multiple Employer Plans. On the
date hereof, (a) except as listed on Schedule 2.17.5, no Employee Benefit Plan
is a "multiple employer" plan within the meaning of Section 4063 or 4064 of
ERISA, (b) no Employee Benefit Plan is a "multiemployer plan" within the
meaning of Section 4001(a)(3) of ERISA or other applicable employee benefit
legislation, (c) Seller does not have either primary or secondary liability
under the provisions of Section 4204 of ERISA or any agreement entered into in
accordance with the provisions of that Section and (d) Seller has not (i)
engaged in any transaction that could result in the imposition of any material
liability pursuant to Section 4069 or 4212 of ERISA or (ii) incurred any
material liability under or pursuant to Title I or IV of ERISA or the penalty
or excise tax provisions of the Code relating to employee benefit plans, and
no event or condition exists with respect to the operations of the Business
that may result in the imposition of any material liability with respect to
Buyer pursuant to Title I or IV of ERISA or the penalty or excise tax
provisions of the Code relating to Employee Benefit Plans.

2.17.6. Acceleration of Benefits. Except as listed on
Schedule 2.17.6, the consummation of the transactions contemplated by this
Agreement will not (a) provided Buyer fully complies with its obligations
under Section 11, entitle any Employee or former Employee to severance,
shutdown or permanent job separation pay or similar termination payments under
any Employee Benefit Plan, or (b) result in any increase in the amount of
compensation or benefits payable by Seller or accelerate the vesting or timing
of payment of any benefits payable by Seller to or in respect of any Employee
or former Employee or the beneficiary or dependent of any Employee or former
Employee.

2.18. Taxes.

2.18.1 Tax Returns. To Seller's Knowledge, all Tax Returns
relating to the ownership or conduct of the Business that were required to be
filed prior to the date hereof have been accurately prepared in all material
respects and timely filed. Other than Taxes that are being contested in good
faith and by appropriate proceedings, the following Taxes have been duly and
timely paid: (a) all Taxes shown to be due on the Tax Returns; and (b) all
deficiencies and assessments for any material amount of Taxes. To Seller's
Knowledge, there are no Liens upon any of the Purchased Assets that have
arisen as a result of any failure to pay Taxes.

2.18.2 Tax Audits. Except as listed on Schedule 2.18.2, as
of the date hereof (a) no unresolved issue has been raised with Seller in
writing by any Governmental Authority in the course of any audit or other
proceeding with respect to Taxes related to the ownership or conduct of the
Business prior to the date hereof and (b) no taxing authority is now asserting
or, to Seller's Knowledge, threatening to assert against Seller any deficiency

or claim for additional Taxes or any adjustment of Taxes related to the
ownership or conduct of the Business.

2.18.3 Withholding Taxes. All amounts required to be
withheld by the Seller from employees of the Business for income, social
security and other payroll taxes have been collected and withheld, and have
either been paid to the appropriate governmental agencies, set aside in
accounts for such purpose, or accrued and reserved against and entered upon
the books and records of the Seller.

2.18.4 Tax Characteristics. None of the Purchased Assets
constitutes tax-exempt financed property or tax-exempt use property within the
meaning of Section 168 of the Code, and none of the Purchase Assets is subject
to a lease, safe-harbor lease, or other arrangement as a result of which the
Seller is not treated as the owner for federal income tax purposes.

2.19. Brokers. No Person is or will become entitled to receive any
brokerage or finder's fee, advisory fee or other similar payment for the
transactions contemplated by this Agreement by virtue of having been engaged
by or acted on behalf of Seller.

2.20. Customers. Schedule 2.20 hereto sets forth the twenty-five
largest customers of the Business as of the date hereof based on revenues in
the year ended December 31, 1997. As of the date hereof, and except as set
forth on Schedule 2.20, all of the Contracts (including purchase orders)
entered into with the customers set forth on Schedule 2.20 for the provision
of telecommunications products and services ("Material Telecom Contracts") are
valid and binding and in full force and effect. As of the date hereof, there
has been no breach of any Material Telecom Contract by Seller that would have
a Material Adverse Effect, which breach has not been cured or waived. Except
as set forth on Schedule 2.20 hereto, to Seller's Knowledge, no customer
listed on Schedule 2.20 hereto has since the Balance Sheet Date threatened in
writing to cancel or otherwise to terminate its relationship with WestComm.

2.21 Suppliers. Schedule 2.21 hereto sets forth the ten largest
suppliers of the Business as of the date hereof. Except as set forth on
Schedule 2.21 hereto, to Seller's Knowledge, no

supplier listed on Schedule 2.21 hereto has since the Balance Sheet Date
threatened in writing to cancel or otherwise to terminate its relationship
with WestComm. To Seller's Knowledge, except for the Shortfall Liability,
Seller is not a party to any Contract, relating to the Business, with respect
to which Seller's actual and projected usage as of the date hereof for its
current contract year of telecommunications services provided to the Business
under that Contract is expected to result in any contractual shortfall
liability in excess of $200,000 in the aggregate.

2.22. Communications Licenses.

2.22.1 Licenses. All Communications Licenses relating to the
Business and issued to Seller or its subsidiary CBS Communications Services
Inc. are listed on Schedule 2.22.1 hereto (collectively, the "Seller's
Communications Licenses"). Seller's Communications Licenses set forth on
Schedule 2.22.1 are all of the Communications Licenses legally required as of
the date hereof for the conduct of the Business as now being conducted by
Seller and, except as set forth on Schedule 2.22.1, as of the date hereof,
each Seller's Communications License is in full force and effect, except in
any such case where the failure to have obtained such Seller's Communications
License, or to maintain such Seller's Communications License in full force and
effect, would not have a Material Adverse Effect. All necessary applications
for renewal or extension of any material Seller's Communications License have
been timely filed by Seller.

2.22.2 Actions. Except as set forth on Schedule 2.22.2
hereto, Seller is in compliance with all Communications Laws applicable to the
Business, except in each case for noncompliance that would not have a Material
Adverse Effect. Except as set forth on Schedule 2.22.2 hereto, to Seller's
Knowledge there are no allegations, complaints, charges, investigations,
renewal or revocation hearings, or other proceedings that have been initiated
or threatened in writing with respect to Seller's Communications Licenses.
Except as set forth on Schedule 2.22.2 hereto, to Seller's Knowledge, Seller
has not been the subject of, nor are there currently pending or threatened any
"slamming" charges by, with or before any Governmental Authority against or
affecting the Business. Seller on behalf of WestComm has not entered into any
agreement or relationship that would cause it to be treated as an
international "dominant carrier" under the FCC policies, rules and
regulations.

2.22.3 Exclusivity. Except as set forth in this Section
2.22, Seller makes no express or implied representation or warranty in this
Agreement concerning Communications Licenses or Communications Laws.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer makes the following representations and warranties to Seller:

3.1. Organization; Power and Authority. Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Delaware. Buyer has all

corporate power necessary to execute, deliver and perform its obligations
under this Agreement and to consummate the transactions contemplated hereby.

3.2. Authorization; Execution and Validity. The execution, delivery
and performance by Buyer of this Agreement and each of the Operative Documents
to be delivered at the Closing by Buyer and the consummation by Buyer of the
transactions contemplated hereby and thereby have been duly authorized by all

necessary corporate action. This Agreement and such Operative Documents have
been or will be duly and validly executed and delivered by Buyer, constitute
or will constitute a valid and binding obligation of Buyer and is or will be
enforceable against Buyer in accordance with its respective terms.

3.3. No Conflict; Buyer Consents. Except as listed on Schedule 3.3,
the execution, delivery and performance by Buyer of this Agreement will not
(a) violate any Law, (b) violate any Charter Document of Buyer, (c) violate
any Order to which Buyer is a party or by which it is bound, (d) breach any
material Contract to which Buyer is a party or by which it is bound or (e)
require any Consent from any Governmental Authority, other than (i) pursuant
to the HSR Act and (ii) the Regulatory Consents required in connection with
the transfer of the Business to Buyer.

3.4. Litigation; Orders. There is no Action pending or, to Buyer's
knowledge, threatened in writing affecting Buyer or any of its assets,
operations or business which, if adversely determined, would have a material
adverse effect on Buyer's ability to consummate the transactions contemplated
by this Agreement. Buyer is not subject to any Order which would have a
material adverse effect on Buyer's ability to consummate the transactions
contemplated by this Agreement.

3.5. Sufficient Funds. Buyer has on the date hereof the financial
capability to purchase the Purchased Assets subject to the Assumed Liabilities
on the terms and subject to the conditions set forth in this Agreement, and
will have such capability on the Closing Date. Buyer acknowledges that its
obligations under this Agreement are not contingent or conditioned in any
manner on obtaining any financing.

3.6. Buyer's Qualifications to Operate the Business. Buyer knows of
no facts or circumstances that would, under any existing Laws or the practice
of any Governmental Authorities, disqualify Buyer from holding the Permits
listed on Schedules 2.13, 2.14 or 2.22, where transferable, or from obtaining
equivalent Permits, or from otherwise owning or operating the Business. To
Buyer's knowledge, except as set forth on Schedule 3.6, there are no charges,
investigations, renewal or revocation hearings, or other proceedings by or
before any Governmental Authority that have been initiated or threatened in
writing with respect to licenses held by Buyer or its Affiliates under
Communications Laws.

3.7. Brokers. No Person is or will become entitled to receive any
brokerage or finder's fee, advisory fee or other similar payment for the
transactions contemplated by this Agreement by virtue of having been engaged
by or acted on behalf of Buyer.

ARTICLE 4
COVENANTS OF SELLER

4.1. Cooperation by Seller. From the date hereof through the Closing

Date, Seller shall use all reasonable efforts (a) to take all actions and to
do all things necessary or advisable to consummate the transactions
contemplated by this Agreement, (b) to cooperate with Buyer in connection with
the foregoing, including using reasonable efforts to obtain all of the
Consents and (c) subject to the other terms and conditions of this Agreement,
to cause all the conditions set forth in Section 7.1, the satisfaction of
which is in the reasonable control of Seller, to be satisfied on or prior to
Closing; provided however, in each case Seller shall have no obligation to
amend any Contract, to change any Permit, or unless Buyer shall pay the cost
thereof, to make any payment to obtain any Consent. From and after the date
hereof, Seller shall permit Buyer to discuss with the Employees listed on
Schedule 2.3 hereto the terms and conditions of the offer of continued
employment with respect to the Business which Buyer will make to such
Employees following the Closing Date, provided that (i) such discussions shall
not relieve Buyer of its obligations with respect to such Employees pursuant
to Article 11 hereof, (ii) the retention or non-retention of any such
Employees after the Closing Date shall not be a condition to Buyer's
obligations hereunder, and (iii) all such discussions shall be subject to the
non-solicitation covenants of the Confidentiality Agreement (except to the
extent permitted by this Section 4.1). All such discussions shall take place
at reasonable times and on reasonable notice to Seller, and shall not unduly
interfere with the conduct or operation of the Business by Seller. In
addition, if Seller intends to provide any written notice to the Employees
regarding Buyer or Buyer's intentions with respect to providing offers of
employment to the Employees or the terms and conditions to be offered by Buyer
to the Employees pursuant to Section 11.1, Seller shall provide Buyer with a
copy of the proposed notice for Buyer's approval, which approval shall not be
unreasonably withheld and shall be deemed given if not disapproved in writing
within three (3) business days after such approval is requested. Except with
the prior written consent of Seller, prior to the Closing Date Buyer shall not
directly or indirectly communicate with any customer, supplier or Employee of
the Business.

4.2. Pre-Closing Access to Information. From the date hereof through
the Closing Date, Seller shall afford to Buyer, its accountants and counsel
access, in a reasonable manner, upon reasonable notice to Seller and at
reasonable times, to the assets, books and records of Seller directly related
to the Business; provided however, that (i) such access shall not unduly
interfere with the conduct or operation of the Business and (ii) Buyer shall
not have access to information that is subject to attorney-client privilege.
Seller shall provide Buyer with all periodic operating and financial reports
(including monthly financial statements and supporting documentation) and
weekly traffic and sales reports which are generated in the operation of the
Business in a manner consistent with prior practice and at the same time and
in the same format as such reports are provided to the management of WestComm.
Buyer shall have the right, (a) in the presence of Seller's representative, to
discuss with the Employees listed on Schedule 2.3 issues reasonably related to
the integration of the Business with the Buyer's business provided that such
discussions shall take place at reasonable times and on reasonable prior
notice to Seller and such discussions will not unduly interfere with the
conduct or operation of the Business by

Seller and (b) to have Buyer's President discuss with WestComm's President, on
a weekly basis, issues related to the operation of the Business (and, if
discussion of such issues reasonably requires the participation of other
management personnel of WestComm, WestComm's President shall make such other
management personnel available for such purpose), provided that such
discussions will not unduly interfere with the conduct or operation of the
Business of Seller. Seller shall respond to any request by Buyer for
information pursuant to this Section 4.2 within three (3) business days. Buyer
agrees that all information pertaining to the Business which has been or is
hereafter disclosed to Buyer remains subject to the terms of the
Confidentiality Agreement. Buyer shall direct all requests for information to:

Xxxx X. Xxxxx
Director, Corporate Finance
CBS Corporation
00 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000

4.3. Conduct of Business.

4.3.1. Ordinary Course. From the date hereof through the
Closing Date, Seller, in connection with the conduct of the Business, shall
use reasonable efforts to: (a) preserve the relationships with its Employees
and material suppliers and customers; (b) maintain existing excess liability
insurance coverage in accordance with Seller's past practices of self-insuring
against losses; (c) perform its obligations under the Material Contracts,
Material Telecom Contracts and material Permits in all material respects; (d)
comply with all applicable Laws in all material respects; and (e) carry on the
Business in the ordinary course and consistent with past practices.

4.3.2. Prohibited Actions. Except as otherwise required or
permitted by this Agreement, between the date of this Agreement and the
Closing Date, Seller shall not, in connection with the conduct of the
Business, without the prior written consent of Buyer:

(a) Incur or guaranty any debt relating to the
Business in excess of $50,000 in the aggregate, except accounts payable
incurred in the ordinary course of business;

(b) Sell, assign or transfer, or permit the creation
of any Lien (except Permitted Liens) on, any of the Purchased Assets, except
any such assets sold, assigned or transferred in the ordinary course of
business consistent with past practice;

(c) Enter into, amend, renew or terminate any
Material Contract or Material Lease relating to the Business, except in the
ordinary course of business, provided that if such Material Contract or
Material Lease relating to the Business would have resulted or may reasonably

be expected to result in the payment or receipt of $100,000 or more during any
twelve (12) month period following the effective date thereof Buyer's approval
thereof shall be required;

(d) Increase the rate of compensation for any
Employee, except for customary merit, bonus, cost-of-living and promotional
increases consistent with past practices of Seller in the conduct of the
Business, or promote or hire any Employee whose annual base salary is or upon
such promotion or hiring would be more than $100,000;

(e) Waive any material right, forgive any material
debt or release any claim relating to the Business, except in the ordinary
course of business consistent with past practice;

(f) Accelerate or delay the sale of products or
services of the Business or the collection of accounts receivable of the
Business, except in the ordinary course of business consistent with past
practice;

(g) Make any change in accounting methods or
principles or cost allocation procedures that materially affects the financial
statements of WestComm, except as required by GAAP; or

(h) Agree to take any of the actions described in
Sections 4.3.2(a) through 4.3.2(g).

4.3.3 Telecom Contracts. In the event that between the date
of this Agreement and the Closing Date Seller desires to enter into, amend
(other than a price increase for purposes of reducing or eliminating projected
losses), renew or terminate (other than by expiration of its term) any Telecom
Contract that would have resulted or may reasonably be expected to result in
the payment or receipt by the Business of $100,000 or more during any twelve
(12) month period following the effective date thereof, Seller shall provide
Buyer with written notice of such proposed action, including copies of any
related documentation. If, within three (3) business days of receipt of
Seller's notice, Buyer approves such proposed action in writing or fails to
deliver to Seller a written objection to such proposed action, then Buyer
shall be deemed to have consented to the proposed action. If, within such
three (3) business day period, Buyer delivers a written objection to the
proposed action, such objection shall be accompanied by Buyer's written
recommendation concerning Seller's proposed action with respect to such
Telecom Contract or proposed Telecom Contract. Seller, following receipt of
Buyer's recommendation, shall not unreasonably refuse to comply with Buyer's
recommendation, provided that Seller shall not be deemed unreasonable if
Buyer's recommendations would require Seller to assume any liability or
obligation not contemplated by Seller's proposed action or shall result in
Seller incurring any losses not contemplated by Seller's proposed action
(other than nominal liability, obligation or loss).

4.3.4. Buyer's Consent.

(a) If Seller gives written notice to Buyer that
Seller proposes to take any action for which Buyer's consent is required under
Section 4.3.2 and if Buyer has not delivered to Seller a written objection to
such proposed action within three (3) business days of

Seller's notice, then Buyer shall be deemed to have consented to such proposed
action. Buyer's consent to any such proposed action shall not be unreasonably
withheld.

(b) For purposes of Section 4.3.2 and Section 4.3.3,
Buyer hereby designates Xx Xxxxxx as the person who shall have authority to
provide any approval to be given thereunder on behalf of Buyer.

4.3.5 MCI. Following receipt by Seller of the Consent of MCI
Telecommunications Corporation ("MCI") to the transfer and assignment of the
MCI Contract, Buyer and Seller agree to cooperate with each other in order to
permit Buyer to seek to renegotiate the terms of the MCI Contract, effective
following the Closing Date. The renegotiation of the MCI Contract shall not be
a condition to Buyer's obligations hereunder. Seller will, upon Buyer's
request, arrange for meetings between representatives of the Parties and the
appropriate representatives of MCI at times to be reasonably agreed upon by
the Parties (subject to the availability of MCI's representatives). Seller
agrees to commence its efforts to obtain MCI's Consent promptly following the
execution of this Agreement.

4.3.6 Trademark License. Between the date of this Agreement
and the Closing Date, Seller agrees to review any request of Buyer pursuant to
Section 2.4 of the Trademark License Agreement, as if the provisions of
Section 2.4 of the Trademark License Agreement were in effect at such time. If
Seller shall approve any such use, such provisions shall be reflected in the
Trademark License Agreement to be executed at Closing. In no event shall Buyer
use the Trade Name or Trademarks for any purpose prior to the Closing Date
hereunder.

4.4. Supplements to Schedules. If between the date hereof and the
Closing Date Seller becomes aware that any of its representations and
warranties in this Agreement was inaccurate when made or if during such
period, to Seller's Knowledge, any event occurs or condition changes that
causes any of Seller's representations and warranties in this Agreement to be
inaccurate, then Seller shall notify Buyer thereof in writing and shall
furnish Buyer with a supplement the schedules hereto to account for any such
inaccuracy, event or change. Any such supplement to the schedules shall be
deemed to cure any breach of the representations and warranties made by Seller
in this Agreement unless, within five (5) business days of receipt thereof
(or, if Buyer requests additional information regarding such inaccuracy, event
or change within such five business day period, then within three (3) business
days of receipt of such additional information, or such additional period of
time as may be reasonable in such circumstances, not to exceed ten (10)

business days), Buyer objects to such supplement and the inaccuracy, event or
change therein (together with any other inaccuracy, event or change previously
disclosed in a supplement that Buyer has not objected to hereunder, on a
cumulative basis) has a Material Adverse Effect.

ARTICLE 5
COVENANTS OF BUYER

5.1. Cooperation by Buyer. From the date hereof through the Closing
Date, Buyer shall use all reasonable efforts (a) to take all actions and to do
all things necessary or advisable to consummate the transactions contemplated
by this Agreement, (b) to cooperate with Seller in connection with the
foregoing, including using reasonable efforts to obtain all of the Consents
and (c) subject to the other terms and conditions of this Agreement, to cause
all the conditions set forth in Section 7.2, the satisfaction of which is in
the reasonable control of Buyer, to be satisfied on or prior to Closing.

5.2. Pre-Closing Access to Information. Buyer shall comply with the
limitations on the disclosure and use of information set forth in the
Confidentiality Agreement with respect to the information that Seller provides
to Buyer in and pursuant to this Agreement. Buyer shall not contact any
Employee (except as otherwise provided in Section 4.1) or conduct any soil,
groundwater or other environmental sampling in connection with the
transactions contemplated hereby without the prior written consent of Seller.
Buyer shall refrain from imposing any undue burden upon Seller and from
interfering with the operations and conduct of the Business.

ARTICLE 6
MUTUAL COVENANTS

6.1. HSR Act Compliance. Promptly after the date hereof, each Party
shall file any notification required to be filed under the HSR Act to
consummate the transactions contemplated hereby, and shall request early
termination of the waiting period thereunder. The Parties shall use all
reasonable efforts to comply as promptly as practicable with any request made
pursuant to the HSR Act for additional information. Each Party shall
reasonably cooperate with the other Party in such compliance. Buyer shall pay
the statutory filing fees required by the HSR Act.

6.2. Consents to Assignment of Leases and Contracts.

6.2.1. Cooperation and Reasonable Efforts. Each Party hereby
agrees to use reasonable efforts, to take reasonable actions (including
Buyer's delivery to third parties of RSL's audited financial statements), and
to cooperate with each other as may be necessary to obtain Consents to
transfer and assign the Encumbered Instruments. Buyer shall, if required by
any third party in order to obtain a Consent to transfer and assign an
Encumbered Instrument, provide or cause RSL to provide a third party with

reasonable financial assurances of Buyer's performance of the obligations
arising under the Encumbered Instrument associated with a Consent. Except as
expressly provided herein, neither Party shall be required to pay any sum, to
incur any obligation or to agree to any amendment of any Encumbered Instrument
in order to obtain any such Consent to transfer and assign the Encumbered
Instrument. It is understood that Buyer shall not initiate contact with any
third party (concerning any of the transactions contemplated hereby or the
Business) in order to obtain a Consent or otherwise, without the prior written
consent of Seller.

6.2.2. Pre-Closing; Required Consents. Schedule 6.2.2 lists
the Encumbered Instruments to which a Consent to transfer and assign must be
obtained from the appropriate

third party prior to Closing (the "Required Consents"). Except for the
Required Consents, the obtaining of any Consents related to the Encumbered
Instruments shall not be a condition to Closing, and Closing shall occur
irrespective of whether any such Consent has been obtained. The Parties agree
to act in good faith and to use reasonable efforts, within thirty (30) days
after the date of this Agreement, to revise Schedule 6.2.2 to reduce the
number of Required Consents.

6.2.3. Post-Closing Efforts to Obtain Consents. In the event
any Consent necessary to effect the transfer and assignment of any Encumbered
Instrument is not obtained on or prior to Closing (other than a Required
Consent, the receipt of which on or prior to the Closing has not been waived
by Buyer and Seller), each Party will, for a period of one (1) year following
the Closing Date, (a) abide by the requirements of Section 6.2.1 and (b)
cooperate with each other in any lawful and reasonable arrangement to provide
that Buyer shall receive the benefits under any Encumbered Instrument not
assigned and transferred at Closing by reason of the failure to obtain such
Consent (a "Non-Transferred Instrument"), including, if necessary, at the
request and expense (unless any such failure of performance by a third party
is due to the failure to obtain the Consent of such third party to the
transfer and assignment of the Non-Transferred Instrument) of Buyer, enforcing
performance by any third party of its obligations in respect of such
Non-Transferred Instrument; provided that, to the extent the Parties are
successful in providing the material benefits of any Non-Transferred
Instrument to Buyer, Buyer shall pay, honor and discharge when due all
Liabilities of Seller related thereto to the extent the Liabilities were
incurred after the Closing Date. Seller shall immediately transfer and assign
to Buyer any Non-Transferred Instrument for which a Consent has been received,
and the Parties shall mutually agree on an appropriate reconciliation, if any,
between them as if the Encumbered Instrument had been an Assumed Contract on
the Closing Date and the current assets and current liabilities associated
with such Assumed Contract had been reflected on the Statement of Working
Capital, as further adjusted after giving effect to all liabilities (including
Liabilities paid pursuant to the preceding sentence) and benefits received or
incurred by either Party relating to such Encumbered Instrument since the

Closing Date (and the Parties shall use reasonable efforts to agree on an
appropriate methodology for calculating such reconciliation prior to the
Closing Date).

6.2.4. No Assignment. Notwithstanding anything to the
contrary in this Agreement, Seller shall not transfer or assign any interest
in any Encumbered Instrument, and Buyer shall not assume any Liability arising
thereunder or resulting therefrom, if an assignment or transfer or an attempt
to make an assignment or transfer of such Encumbered Instrument without the
Consent of a third party would constitute a breach or violation thereof or a
violation of Law, or affect adversely the rights of Buyer or Seller
thereunder, until such Consent has been obtained.

6.3. Permits.

6.3.1. Cooperation and Reasonable Efforts. Each Party hereby
agrees to use reasonable efforts, to take reasonable actions (including
Buyer's delivery to any Governmental Authority of RSL's audited financial
statements) and to cooperate with each other as may be necessary to transfer
to Buyer, or assist Buyer in obtaining, all Permits required to conduct the

Business. On or as soon as practicable after the date hereof, each Party shall
file, separately or jointly with the other Party, as the case may be, all
applications necessary to transfer or obtain the Permits. Each Party shall use
reasonable efforts to resolve such objections, if any, as may be asserted by
any Governmental Authority with respect to the applications contemplated
hereby. Buyer shall, if required by any Governmental Authority, provide or
cause RSL to provide the Governmental Authority with reasonable financial
assurances of Buyer's performance of the obligations associated with a Permit.
Buyer shall pay all filing fees and its own expenses incurred in connection
with transferring or obtaining all Permits.

6.3.2. Pre-Closing; Required Permits. Schedule 6.3.2 lists
the Communications Licenses, Environmental Permits, and other Permits with
respect to which a Consent must be obtained at or prior to Closing (the
"Required Permits"). Except for the Required Permits, the transfer or issuance
to Buyer of any Permit shall not be a condition to Closing, and Closing shall
occur irrespective of whether any such Permit has been transferred or
obtained.

6.3.3. Post-Closing Efforts to Obtain Permits; Agreement to
Cooperate. (a) In the event any Permit (including any Communications License)
is not obtained on or prior to Closing (other than a Required Permit, the
receipt of which on or prior to the Closing has not been waived by Buyer and
Seller), each Party will, for a period of one (1) year following the Closing
Date, (a) abide by the requirements of Section 6.3.1 and (b) cooperate with
each other in any lawful and reasonable arrangement to provide that Buyer
shall receive the benefits under any Permit not transferred to or obtained by
Buyer at Closing (a "Non-Transferred Permit") or, if not feasible, to permit

Seller to retain temporarily the assets subject to any such Non-Transferred
Permit; provided that, to the extent the Parties are successful in providing
the material benefits of any Non-Transferred Permit to Buyer, Buyer shall pay,
honor and discharge when due all Liabilities of Seller related thereto to the
extent the Liabilities were incurred after the Closing Date. Seller shall
immediately transfer and assign to Buyer any Non-Transferred Permit for which
a Consent has been received.

(b) Without limiting the generality of the foregoing,
the Parties agree to use reasonable efforts and to cooperate with each other,
in good faith, (i) in order to arrive, within thirty (30) days after the date
of this Agreement, at a mutually acceptable arrangement to permit Seller to
retain temporarily and/or continue to manage the assets subject to any
Non-Transferred Permit (other than a Required Permit) and (ii) to revise
Schedule 6.3.2 to reduce the number of Required Permits, provided that any
such arrangement or revision shall, in the opinion of counsel of each Party,
be lawful under all Laws governing or relating to the telecommunications,
communications or broadcasting industries and Other Laws and shall not, in the
case of such Party, expose such Party or its Affiliates to any risk of
forfeiture, penalty, revocation, non-renewal or termination with respect to
any license or license application granted or pending under any Laws governing
or relating to the telecommunications, communications or broadcasting
industries.

6.3.4. No Assignment. Notwithstanding anything to the
contrary in this Agreement, Seller shall not transfer or assign any interest
in any Permit, and Buyer shall not assume any Liability arising thereunder or
resulting therefrom, if an assignment or transfer or an

attempt to make an assignment or transfer of such Permit without the Consent
of a Governmental Authority would constitute a breach or violation thereof or
a violation of Law, or affect adversely the rights of Buyer or Seller
thereunder, until such Consent has been obtained.

6.4. Taxes. Following the Closing Date, Seller and Buyer shall
provide each other with such assistance as may reasonably be requested by them
in connection with the preparation of any Tax Return, any Tax audit or other
examination by any Governmental Authority, or any judicial or administrative
proceedings related to liability for Taxes. Seller and Buyer shall retain
(except for books and records delivered by Seller to Buyer pursuant to this
Agreement) and provide each other with any records or information which may be
relevant to such preparation, audit, examination, proceeding or determination.
Such assistance shall include making employees available on a mutually
convenient basis to provide and explain such records and information, and
shall include providing copies of any relevant returns and supporting work
schedules. The Party requesting assistance hereunder shall reimburse the other
for reasonable out-of-pocket expenses incurred in providing such assistance.

6.5. Books and Records.

6.5.1. Access. For a period of ten (10) years after Closing,
each Party shall provide the other Party with reasonable access during normal
business hours to its books and records relating to the Business (other than
books and records protected by the attorney-client privilege) to the extent
that they relate to the condition or operation of the Business prior to
Closing and are requested by such Party to prepare its Tax Returns, to respond
to Third Party Claims or for any other legitimate purpose specified in
writing. Each Party shall have the right, at its own expense, to make copies
of any such books and records.

6.5.2. Destruction. Neither Party shall dispose of or
destroy any books and records relating to the Business to the extent that they
relate to the condition or operation of the Business prior to Closing without
first offering to turn over possession thereof to the other Party by written
notice at least ninety (90) days prior to the proposed date of disposition or
destruction.

6.5.3. Confidentiality. Each Party may take such action as
it deems reasonably appropriate to separate or redact information unrelated to
the Business from documents and other materials requested and made available
pursuant to this Section 6.5 and may condition the other Party's access to
documents and other materials that it deems confidential to the execution and
delivery of an agreement by the other Party not to disclose or misuse such
information.

6.5.4. Assistance. Each Party shall, upon written request
and at the requesting Party's expense, make personnel available to assist in
locating and obtaining any books and records relating to the Business and make
personnel available whose assistance, participation or testimony is reasonably
required in anticipation of, preparation for or the prosecution or defense of
any Third Party Claim in which the other Party does not have any adverse
interest.

6.6. Supplemental Agreements. At Closing Seller and Buyer shall enter
into or, with respect to Section 6.6(a), Seller will cause its appropriate
affiliate to enter into, the following agreements:

(a)(i) Lease agreement in substantially the form
attached hereto as Exhibit 6.6(a)(i) with respect to a portion of the Owned
Real Property and (ii) sublease agreements with respect to those premises set
forth in Schedule 6.6(a), in a form mutually agreed by the Parties, as
appropriate to the applicable jurisdiction, it being understood that Buyer
shall assume obligations with respect to such premises commensurate with the
obligations incurred by the Business prior to the Closing Date) (collectively,
the "Lease Agreements");

(b) Trademark License Agreement in substantially the
form attached hereto as Exhibit 6.6(b) (the "Trademark License Agreement");

(c) Transitional Services Agreement in substantially
the form attached hereto as Exhibit 6.6(c) (the "Transitional Services
Agreement"), which Transitional Services Agreement shall be completed by the
parties prior to the Closing to reflect those services constituting Excluded
Assets pursuant to Section 1.2(e)(ii) that Buyer elects to include therein or
otherwise agreed by the parties to be included therein (including but not
limited to medical, dental and basic life insurance (in each case other than
retiree benefits), short-term disability, accidental death and dismemberment
and travel accident insurance and payroll services), other than the provision
of Seller's cash, legal services or research and development services; all of
such services provided by Seller shall be charged to Buyer at 100% of Seller's
all-in cost (115% with respect to any services provided more than nine months
after the Closing Date), net of amounts received by Seller on account thereof
from third parties, including employees, and shall be provided by Seller for a
term not to exceed one year from the Closing Date (except with respect to the
employee benefit, insurance and payroll services described in the
parenthetical clause above, which shall be provided by Seller until not later
than December 31, 1998); and

(d) Non-Competition Agreement in substantially the
form attached hereto as Exhibit 6.6(d) (the "Non-Competition Agreement").

6.7. Further Assurances. Subject to the other terms and conditions of
this Agreement, at any time and from time to time, whether before or after
Closing, each Party shall execute and deliver all instruments and documents
and take all other action that the other Party may reasonably request to
consummate or to evidence the consummation of the transactions contemplated by
this Agreement.

ARTICLE 7
CONDITIONS PRECEDENT TO CLOSING

7.1. Conditions Precedent to Buyer's Obligations. The obligation of
Buyer to consummate the transactions contemplated by this Agreement shall be
subject to the satisfaction of the following conditions, any of which may be
waived in writing by Buyer.

7.1.1. Accuracy of Representations and Warranties. The
representations and warranties made by Seller in this Agreement shall be true
and correct as of the Closing Date, other than representations and warranties
made as of a specified date, which shall be true and correct as of the
specified date, and except for breaches and inaccuracies that do not,
individually or in the aggregate, have a Material Adverse Effect.

7.1.2. Performance of Covenants. Seller shall have performed
and complied in all material respects with all covenants and agreements
required by this Agreement to be performed by Seller prior to or at Closing.

7.1.3. Deliveries. Seller shall have delivered to Buyer the
documents required by Section 8.2.

7.1.4. Compliance with HSR Act. All applicable waiting
periods under the HSR Act shall have expired or been terminated.

7.1.5. Required Consents and Required Permits. Each of the
Required Consents and Required Permits shall have been obtained.

7.1.6. No Order. No Order shall be in effect forbidding or
enjoining the consummation of the transactions contemplated hereby.

7.1.7. No Material Change. Excluding (i) any change
resulting from general economic and industry conditions, or (ii) relating to
the renewal, non-renewal or termination (or any threatened or announced
non-renewal or termination) or terms of renewal of any Telecom Contracts, or
(iii) relating to any resignation or threatened or announced resignation of
any Employee or Employees, or (iv) any change resulting from Buyer's
disapproval of any action proposed to be taken by Seller pursuant to Section
4.3.2 or 4.3.3 or compliance by Seller with any recommendation of Buyer
pursuant to Section 4.3.3, there shall have been no change between the date of
this Agreement and the Closing Date in the Business, that has resulted or is
likely to result in, a Material Adverse Effect (provided, with respect to this
Section 7.1.7, that any inaccuracy, event or change disclosed to Buyer
pursuant to Section 4.4 that is not objected to by Buyer in accordance with
Section 4.4 shall not be deemed to have resulted or be likely to result in a
Material Adverse Effect).

7.2. Conditions Precedent to Seller's Obligations. The obligation of
Seller to consummate the transactions contemplated by this Agreement shall be
subject to the satisfaction of the following conditions, any of which may be
waived in writing by Seller.

7.2.1. Accuracy of Representations and Warranties. The
representations and warranties made by Buyer in this Agreement shall be true
and correct as of the Closing Date other than representations and warranties
made as of a specific date, which shall be true and correct as of the
specified date, except for breaches and inaccuracies that do not, individually
or

in the aggregate, have a material adverse effect on or with respect to Seller
or the transactions contemplated by this Agreement.

7.2.2. Performance of Covenants. Buyer shall have performed
and complied in all material respects with all covenants and agreements
required by this Agreement to be performed by Buyer prior to or at Closing.

7.2.3. Deliveries. Buyer shall have delivered to Seller the
payments and documents required by Section 8.3.

7.2.4. Compliance with HSR Act. All applicable waiting

periods under the HSR Act shall have expired or been terminated.

7.2.5. Required Consents and Required Permits. Each of the
Required Consents and Required Permits shall have been obtained.

7.2.6. No Order. No Order shall be in effect forbidding or
enjoining the consummation of the transactions contemplated hereby.

7.3. If Conditions Not Satisfied. In the event that any of the
conditions set forth in this Article 7 are not satisfied, and the Parties
nevertheless consummate the transactions contemplated by this Agreement to
take place at Closing, the Parties shall be deemed to have waived any claim
for damages or other relief arising from or in connection with such
non-satisfaction.

ARTICLE 8
CLOSING

8.1. Time and Place. On the terms and subject to the conditions
contained in this Agreement, Closing shall take place at the offices of Seller
located at 00 Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx, or at the offices of
Seller's outside counsel, Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P., located
at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx (as Seller may elect) at 10:00 a.m.
local time on the second business day following the fulfillment or waiver of
each of the conditions contained in Article 7, or at such other time and place
as the Parties may mutually agree upon in writing (the "Closing Date").
Closing shall be effective at 11:59 p.m. on the Closing Date.

8.2. Deliveries by Seller. At Closing, Seller shall deliver to Buyer
the following:

(a) Executed deeds, bills of sale, endorsements,
assignments, registrations and other instruments of transfer and conveyance,
all in form and substance reasonably satisfactory to counsel for Buyer, as
shall be effective to vest in Buyer all right, title and interest in the
Purchased Assets, free and clear of all Liens (other than Permitted Liens),
and all Contracts, Leases and other books and records constituting the
Purchased Assets;

(b) A Certificate of Good Standing of Seller dated within
ten (10) business days of the Closing Date issued by the Secretary of State of
the Commonwealth of Pennsylvania;

(c) A certificate of the Secretary or Assistant Secretary of
Seller dated the Closing Date certifying (i) Seller's Charter Documents and
good standing, (ii) the adoption of resolutions by Seller's board of directors
authorizing the transactions contemplated by this Agreement and (iii) the
incumbency and signatures of officers of Seller authorized to execute this
Agreement and all other documents, instruments and agreements to be executed
by Seller as contemplated by this Agreement;

(d) A certificate of an executive officer of Seller dated
the Closing Date certifying the satisfaction of the conditions set forth in
Sections 7.1.1, 7.1.2 and 7.1.7;

(e) A receipt for the payment of the Purchase Price;

(f) A written opinion addressed to Buyer from counsel for
Seller, who may be an attorney in the Office of the General Counsel of Seller,
substantially in the form attached hereto as Exhibit 8.2(f);

(g) The Lease Agreements, duly executed by Seller;

(h) The Trademark License Agreement, duly executed by
Seller;

(i) Transitional Services Agreement, duly executed by
Seller;

(j) The Non-Competition Agreement, duly executed by Seller;

(k) An amendment of the CBS media group telecommunications
contract, extending the term thereof until May 31, 2002.

(l) An amendment of the CBS industrial and technologies
group telecommunications contract, extending the term thereof until May 31,
2002; provided, however that this contract extension shall not include CBS'
Power Generation Business Unit; and

(m) Such other documents, instruments and certificates as
Buyer may reasonably request for the transactions contemplated by this
Agreement.

8.3. Deliveries by Buyer. At Closing, Buyer shall deliver to Seller
the following:

(a) The Closing Payment, in the manner required by Section
1.3.2;

(b) An instrument of assumption by Buyer of the Assumed
Liabilities and the Assumed Contracts, in form and substance reasonably
satisfactory to counsel for Seller;

(c) A Certificate of Good Standing of Buyer dated within ten
(10) business days of the Closing Date issued by the Secretary of State of the
State of Delaware.

(d) A certificate of the Secretary or Assistant Secretary of
Buyer dated the Closing Date certifying (i) Buyer's Charter Documents and good

standing, (ii) the adoption of resolutions by Buyer's board of directors
authorizing the transactions contemplated by this Agreement and (iii) the
incumbency and signatures of officers of Buyer authorized to execute this
Agreement and all other documents, instruments and agreements to be executed
by Buyer as contemplated by this Agreement;

(e) A certificate of an executive officer of Buyer dated the
Closing Date certifying the satisfaction of the conditions set forth in
Sections 7.2.1 and 7.2.2;

(f) A written opinion addressed to Seller from counsel for
Buyer, substantially in the form attached hereto as Exhibit 8.3(f);

(g) The Lease Agreements, duly executed by Buyer;

(h) The Trademark License Agreement, duly executed by Buyer;

(i) The Transitional Services Agreement, duly executed by
Buyer;

(j) The Non-Competition Agreement, duly executed by Buyer;
and

(k) Such other documents, instruments and certificates as
Seller may reasonably request for the transactions contemplated by this
Agreement.

ARTICLE 9
TERMINATION PRIOR TO CLOSING DATE

9.1. Termination. This Agreement may be terminated prior to the
Closing Date only as follows:

(a) By the mutual written consent of the Parties;

(b) By either Party immediately upon written notice to the
other Party, if Closing has not occurred on or before July 31, 1998; provided
however, if any Required Consent or Required Permit has not been obtained
prior to such date, then either Buyer or Seller may elect to extend the date
specified in this Section 9.1(b) to a date not later than August 31, 1998 by
written notice delivered to the other Party prior to July 31, 1998; or

(c) By either Party immediately upon written notice to the
other Party if an Order is issued that enjoins or prohibits the Closing and
becomes final and non-appealable.

9.2. Effect of Termination. If this Agreement terminates pursuant to
Section 9.1, no Party shall have any liability or obligation to the other
Party, except with respect to the confidentiality obligations set forth in the

Confidentiality Agreement. Notwithstanding the foregoing, such termination
shall not relieve any Party of liability for any breach of this Agreement,
except that neither Buyer nor Seller shall be liable for Consequential
Damages.

ARTICLE 10
INDEMNIFICATION AND PROCEDURES

10.1. Indemnification by Seller. Subject to the other provisions of
this Article 10, from and after the Closing Date Seller shall indemnify and
hold Buyer, its Affiliates and their respective employees, representatives,
officers, directors, shareholders and agents (the "Buyer Indemnitees")
harmless from and against any and all Damages suffered by any Buyer Indemnitee
arising out of:

(a) the breach of any representation or warranty made by
Seller in this Agreement or in any Operative Document or in any certificate
required to be executed and delivered by Seller at Closing pursuant to this
Agreement;

(b) the failure of Seller to perform any covenant or
obligation by Seller contained in this Agreement or in any Operative Document
or any other agreement required to be executed and delivered by Seller at
Closing pursuant to this Agreement; and

10.2. Indemnification by Buyer. Subject to the other provisions of
this Article 10, from and after the Closing Date Buyer shall indemnify and
hold Seller and its respective employees, representatives, officers,
directors, shareholders and agents (the "Seller Indemnitees") harmless from
and against any Damages suffered by any Seller Indemnitee arising out of:

(a) the breach of any representation or warranty made by
Buyer in this Agreement or in any Operative Document or in any certificate
required to be executed and delivered by Buyer at Closing pursuant to this
Agreement;

(b) the failure of Buyer to perform any covenant or
obligation by Buyer contained in this Agreement or in any Operative Document
or any other agreement required to be executed and delivered by Buyer at
Closing pursuant to this Agreement;

(d) the ownership of the Purchased Assets and the operation
or conduct of the Business following the Closing Date.

10.3. Notice of Claims. Any person entitled to indemnification
pursuant to Section 10.1 or Section 10.2 (an "Indemnitee") shall promptly give
written notice to the indemnifying party (the "Indemnitor") after obtaining
knowledge of any claim that it may have pursuant to this Article 10. Such
notice shall set forth in reasonable detail the claim and the basis for
indemnification. A failure to give timely notice as provided in this Section
will not affect the rights or obligations of the Indemnitor or an Indemnitee
hereunder except to the extent that, as a result of such failure to provide
timely notice, the Indemnitor is deprived of its right to recover any payment
under its applicable insurance coverage or was materially prejudiced as a
result of such failure.

10.4. Third Party Claims.

10.4.1. Right to Assume Defense. An Indemnitee shall permit
the Indemnitor to assume and control (at the Indemnitor's sole cost) the
defense of a claim or Action arising from or involving a third party (a "Third
Party Claim") unless (a) the Indemnitor fails to promptly provide to an
Indemnitee written notice of its election to assume defense of the Third Party
Claim, (b) an Indemnitee shall have been advised by counsel that a conflict of
interest exists between the Indemnitee and the Indemnitor with respect to the
Third Party Claim or with respect to any legal defense which may be available
(c) the Indemnitor fails to provide to the Indemnitee reasonable assurance of
its financial capability to defend the Third Party Claim and to provide
indemnification with respect thereto, (d) the Indemnitee, in good faith,
objects to the Indemnitor's choice of counsel, (e) the Indemnitee, in good
faith, believes that the Indemnitor is not diligently conducting the defense
of the Third Party Claim, or (f) the Indemnitor fails to provide a written
acknowledgment of its obligation to indemnify the Indemnitee with respect to
the Third Party Claim. An Indemnitee may participate in the defense or
settlement of a Third Party Claim of which the Indemnitor has assumed the
defense, provided however, that such participation must be conducted through
counsel retained at the Indemnitee's expense.

10.4.2. Settlement of Third Party Claims. The Indemnitor
shall not consent to entry of any judgment or enter into any settlement
without the prior written consent of the Indemnitee, which consent shall not
be unreasonably withheld, provided however, the Indemnitor may consent to
entry of any judgment or enter into any settlement without the written consent
of the Indemnitee so long as the judgment or settlement includes an
unconditional and complete release of the Indemnitee (without any Liability
whatsoever to any Indemnitee) by the claimant or plaintiff making the Third
Party Claim, which release shall be in a form reasonably satisfactory to the
Indemnitee. Alternatively, an Indemnitee shall not consent to entry of any
judgment or enter into any settlement without the prior written consent of the
Indemnitor, which consent shall not be unreasonably withheld, provided
however, an Indemnitee may consent to entry of any judgment or enter into any
settlement without the written consent of the Indemnitor so long as the
judgment or settlement includes an unconditional and complete release of the
Indemnitor (without any Liability whatsoever to the Indemnitor) by the
claimant or plaintiff making the Third Party Claim, which release shall be in
a form reasonably satisfactory to the Indemnitor. Neither the Indemnitor nor
the Indemnitee shall consent to entry of any judgment or enter into any
settlement for non-monetary relief without the prior written consent of the

other, unless such

relief does not bind the non-consenting party and does not have a material
adverse effect on the non-consenting party.

10.4.3. Cooperation. Each Party shall cooperate with the
other party in the defense of a Third Party Claim irrespective of which party
is assuming such defense. Cooperation includes all reasonable requests for
access to witnesses, records, materials and all other pertinent information in
its possession or under its control.

10.5. Limits on Indemnification.

10.5.1. Indemnifiable Claim. Neither Party shall be liable
to any Indemnitee for any claim for Damages that is indemnifiable pursuant to
Section 10.1(a) or Section 10.2(a) unless such claim for Damages, with respect
to any individual claim, exceeds $10,000 (an "Indemnifiable Claim"). Subject
to the other limitations set forth in this Agreement, an Indemnitee shall be
entitled to indemnification for the entire amount of Damages associated with
an Indemnifiable Claim.

10.5.2. Deductible. Seller shall be liable to the Buyer
Indemnitees for Damages that are indemnifiable pursuant to Section 10.1(a),
and Buyer shall be liable to the Seller Indemnitees for Damages that are
indemnifiable pursuant to Section 10.2(a), only to the extent that the
aggregate amount of all Indemnifiable Claims to all Buyer Indemnitees or all
Seller Indemnitees, respectively, exceeds one million ($1,000,000) dollars
(the "Deductible").

10.5.3. Limit of Liability. The total aggregate liability of
Seller for any claims for Damages arising under Section 10.1(a) of this
Agreement shall not exceed an amount equal to fifty percent (50%) of the
Purchase Price and the total aggregate liability of Buyer for any claims for
Damages arising under Section 10.2(a) of this Agreement shall not exceed an
amount equal to fifty percent (50%) of the Purchase Price.

10.5.4. Survival. Neither Party shall have any obligation to
indemnify any Indemnitee pursuant to Sections 10.1(a) or 10.2(a) for the
breach of any representation or warranty unless such Indemnitee has in good
faith given a notice of claim with respect to such breach pursuant to Section
10.3 prior to the first anniversary of the Closing Date in the case of all
representations and warranties except (a) those representations and warranties
set forth in Sections 2.2 or 3.2 (Authorization; Execution and Validity) and
Section 2.18 (Taxes), in respect of which such notice of claim must be given
prior to the sixth anniversary of the Closing Date, and (b) those
representations and warranties set forth in Section 2.12 (Litigation; Orders)
and Section 2.13 (Environmental Laws), in respect of which such notice of
claim must be given prior to two (2) years after the Closing Date.

10.5.5. Actual Knowledge. Neither Party shall have any
liability hereunder for Damages arising from or relating to a breach of any
representation or warranty if the Indemnitor can establish that the other
Party had actual knowledge on or before the Closing Date of the condition or
event constituting such breach.

10.5.6. Consequential Damages; Mitigation. Neither Party
shall have any obligation to indemnify any Seller Indemnitee or Buyer
Indemnitee for (a) any Consequential Damages or (b) any other Damages that are
(i) caused, contributed to or exacerbated by the actions of any Buyer
Indemnitee (in the case of Seller's indemnification obligations) or any Seller
Indemnitee (in the case of Buyer's indemnification obligations) or by the
failure of any Buyer Indemnitee (in the case of Seller's indemnification
obligations) or any Seller Indemnitee(in the case of Buyer's indemnification
obligations) to use all reasonable efforts to mitigate any such Damages, (ii)
recovered or recoverable by the Indemnitee from any third party (including
insurers) or (iii) offset by tax savings realized on account of such Damages
by the Indemnitee or any of its Affiliates.

10.5.7. Exclusive Remedy. This Article 10 sets forth the
exclusive remedy for monetary damages owing from Seller to the Buyer
Indemnitees and from Buyer to Seller Indemnitees that arise from the matters
described in Sections 10.1 and 10.2. Each of the Parties hereby waives any
claim or cause of action for monetary damages that it might assert against the
other, with respect to the matters described in Sections 10.1 and 10.2,
whether under common law or under any Environmental Law or securities, trade
regulation or other Law.

10.6. Indemnity Payments. To the extent permitted by law, all
payments made pursuant to this Article 10 (other than interest payments) shall
be treated by the Parties on all Income Tax Returns as an adjustment to the
Purchase Price.

10.7. Payment and Assignment of Claims.

10.7.1. Payment. Upon final determination by the Parties or
by a court of competent jurisdiction that a Indemnitee is entitled to
indemnification under this Article 10, the Indemnitor shall promptly pay or
reimburse, as appropriate, the Indemnitee for any Damages to which it is
entitled to be indemnified pursuant to this Agreement. Neither Party shall
permit any exercise of any right of set-off against the other Party until such
final determination is made.

10.7.2. Assignment. If any of the Damages for which an
Indemnitor is responsible or allegedly responsible under this Article 10 are
recoverable or potentially recoverable against any third party at the time
when payment is due hereunder, the Indemnitee shall assign any and all rights
that it may have to recover such Damages to the Indemnitor or, if such rights
are not assignable for any reason, the Indemnitee hereunder shall attempt in

good faith to collect any and all damages and losses on account thereof from
such third party for the benefit of the Indemnitor.

10.8. Other Indemnitees. Buyer shall cause the Buyer Indemnitees, and
Seller shall cause the Seller Indemnitees, to comply with the provisions and
to abide by the limitations set forth in this Article 10.

ARTICLE 11
EMPLOYEE MATTERS

11.1. Transfer of Employees.

11.1.1. Offer of Employment. Buyer shall make a bona fide
offer of employment to each Employee (including all foreign Employees) at the
same location, with the same position and at substantially the same wages and
salary (including bonuses and sales commissions) to that currently received by
such Employee from Seller (a) on the Closing Date to each Employee employed in
the Business who is actively employed by Seller on the Closing Date; and (b)
on the date of the termination of leave of absence, if then available to
return to active employment, to each Employee who is listed on Schedule 11.1.1
and who is on workers' compensation, disability leave, military leave, or
other approved leave of absence on the Closing Date (such date the "Effective
Date") (such Employees who become employees with Buyer, the "New Employees"),
provided that nothing herein shall require Buyer to employ any New Employee
other than on an at-will basis. Except with respect to benefits provided under
the Transitional Services Agreement during the term thereof, all New Employees
shall be entitled to participate in Buyer's benefit plans and policies on the
same basis and subject to the same qualifications as other similarly situated
employees of Buyer (giving credit to the New Employees for time of service
with Seller as provided in Section 11.2.2 below), for a period of at least one
year after the Effective Date (so long as such Employee continues to be in the
employ of Buyer).

11.1.2. Foreign Employment Matters. (a) Without limiting the
generality of Section 11.1.1, Buyer (or its appropriate foreign affiliate)
shall make a bona fide offer of employment complying with Section 11.1.1 to
each Employee who is employed outside the United States (the "Foreign
Employees"). If either as a result of any Foreign Employee's non-acceptance of
such offer of employment, or as a result of Buyer's failure, effective as of
the Closing Date, to establish and qualify or register with applicable
regulatory authorities employee benefit plans for, or to extend existing Buyer
employee benefit plans, programs, policies and arrangements to, the Foreign
Employees which are in accordance with local Law and which provide benefits to
the Foreign Employees on terms and conditions which are substantially similar
in the aggregate to those provided to Foreign Employees by Seller or its
Affiliates immediately prior to the Closing Date, such Foreign Employees shall
be entitled to receive any severance, redundancy, termination, payment in lieu
of notice, indemnity or other payments, then whichever of Seller or Buyer
shall be responsible for such liability under local Law shall be responsible
for and pay such liability. Notwithstanding the foregoing, if any Foreign

Employee situated in Belgium shall, prior to the Closing Date, provide a
written notice of resignation to Seller, then Buyer shall not be liable for
any such severance or other payments to such Foreign Employee.

(b) Except as otherwise specifically provided in this
Section 11.1.2, effective as of the Closing Date, each Foreign Employee who is
an active participant in any foreign pension plan shall cease to be an active
participant thereunder.

(c) Notwithstanding the foregoing provisions of this Section
11.1.2, Foreign Employees whose employment by Buyer will be delayed beyond the
Closing Date due to applicable foreign law (including, without limitation, due
to the requirement that Buyer establish separate legal entities as employer)
("Delayed Foreign Employees") will continue on a payroll

of Seller or its Affiliates and will continue to participate in each of
Seller's or its Affiliates' employee benefit plans in which they are
participating immediately prior to the Closing Date until the applicable date
on which they first become eligible to become employed by Buyer (the "Delayed
Transfer Date"). Buyer will offer employment on the applicable Delayed
Transfer Date to each such Delayed Foreign Employee then in employment, and on
and as of the applicable Delayed Transfer Date, each such Delayed Foreign
Employee then in employment will become a New Employee for all purposes of
this Agreement. Buyer will promptly reimburse Seller for 100% of the payroll,
benefits (including statutory benefits, severance and other termination
benefits) and other costs and expenses directly or indirectly relating to
Delayed Foreign Employees consistent with past practice within 15 days
following receipt of each written notification (including reasonable
substantiation of costs and expenses) from Seller or any of its Affiliates of
such payroll, benefits and other costs and expenses. All services rendered by
such Delayed Foreign Employees after the Closing Date shall be for the benefit
of the Business.

11.1.3. WARN Act. Provided Buyer fully complies with its
obligations under Section 11.1.1, Seller shall be responsible for any
compliance that may be required solely as a result of the consummation of the
transactions contemplated by this Agreement with all applicable provisions of
the Worker Adjustment and Retraining Notification Act of 1988 (the "WARN Act")
and any similar state or local Law. Except as provided in the previous
sentence, Buyer shall be responsible for compliance that may be required on or
after the Closing Date with all applicable provisions of the WARN Act and any
similar state or local Law.

11.2. Employee Benefit Plans.

11.2.1. Coverage Under Employee Benefit Plans. Except as
otherwise specifically provided in this Section 11.2, effective as of the
Effective Date, each New Employee who is an active participant in Seller's

Employee Benefit Plans shall cease to be an active participant, and all of
such New Employees shall become immediately eligible to participate in each of
Buyer's Employee Benefit Plans (subject to Section 11.1.2(c)).

11.2.2. Recognition of Service. Seller shall retain all
assets and liabilities under Seller's Pension Plan attributable to service
prior to the Closing Date for each New Employee who is a participant in
Seller's Pension Plan immediately prior to the Closing Date and is employed by
Buyer on the Closing Date as provided in Section 11.1. Buyer shall grant to
each New Employee credit for his service with Seller prior to the Closing Date
(based on the information provided to Buyer by Seller) for the purpose of
eligibility and vesting under any Buyer Employee Benefit Plan.

11.2.3. Seller's Savings Program.

(a) If Buyer agrees to a trust-to-trust transfer, Seller
shall cause the account balances of the New Employees who are participants in
Seller's Savings Program to be fully vested and nonforfeitable as of the date
of the transfer of assets.

(b) On the Effective Date, or as soon thereafter as
practicable, Seller shall transfer and Buyer shall accept cash and promissory
notes evidencing outstanding loans to the New Employees and account balances
equal in amount to the assets received of Seller's Savings Program
attributable to the New Employees (including assets and account balances of
any "alternate payee," as such term is defined in section 414(p)(8) of the
Code, with respect to any New Employee). As of the Effective Date, Seller
shall not accept from any New Employees any pre-tax or after-tax contributions
to Seller's Savings Program. To receive such transfer, Buyer shall adopt a
defined contribution plan or shall use an existing defined contribution plan
(the "Buyer's Savings Plan").

(c) As soon as practicable after the Effective Date, Seller
shall cause the Master Trust (as such term is defined in the Seller's Savings
Program) to transfer the assets set forth above and full account balances of
the New Employees to the trust under the Buyer's Savings Plan (the "Buyer's
Savings Plan Trust") and the Buyer's Savings Plan Trust shall accept such
transfer. Pursuant to ERISA and other applicable law, immediately after the
transfer of assets and account balances, each New Employee shall be entitled
to receive an account balance from Buyer's Savings Plan that is at least equal
to the account balance such New Employee would have been entitled to receive
from Seller's Savings Program immediately prior to such transfer but only to
the extent that Buyer's Savings Plan Trust shall receive assets equivalent to
such account balances and the New Employees shall only be eligible to receive
benefits from Buyer's Savings Plan. The account balances of the New Employees
under Seller's Savings Program shall be reduced by any withdrawal,
distribution or necessary benefit payments in respect to New Employees
occurring during the period from the Effective Date to the date of transfer to
Buyer's Savings Plan as described herein. In the event any New Employee has a
loan outstanding in Seller's Savings Program at the time of transfer, all loan

documentation concerning such loan shall be assigned to Buyer's Savings Plan.
All New Employee payments after the Effective Date shall be made to Buyer's
Savings Plan.

11.2.4. To facilitate the proper and orderly transfer of
assets to Buyer's Savings Plan as contemplated by Section 11.2.3, Buyer shall
provide Seller with either (i) no later than 30 days after the Closing Date,
an opinion of counsel (including internal corporate counsel) representing that
the new plan will, upon review of the Internal Revenue Service, be determined
to satisfy the requirement of Code Sections 401(a) and 501(a), if Buyer
establishes a new plan, or such other corrective action as requested by the
Internal Revenue Service will be taken to qualify Buyer's Savings Plan, or
(ii) a copy of the most recent Internal Revenue Service favorable
determination letter with respect to Buyer's Savings Plan and an opinion of
counsel (including internal corporate counsel) representing that there have
been no amendments, changes, actions or other events since the issuance of
such favorable determination letter which would adversely affect such plan's
qualification. Each of the Parties shall be responsible for its respective
governmental filings, including Internal Revenue Service Form 5310A, if
applicable. Seller shall provide Buyer with a copy of the most recent Internal
Revenue Service favorable determination letter with respect to the
Westinghouse Savings Program and an opinion of counsel (including internal
corporate counsel) representing that there have been no amendments, changes,
actions or other events since the issuance of such favorable determination
letter which would adversely affect such plan's qualification.

11.2.5. Welfare and Fringe Benefit Plans. Buyer shall grant
to each New Employee credit for his service with Seller prior to the Effective
Date (based on information provided to Buyer by Seller) under Buyer's Welfare
Benefit Plans and shall grant credit for deductibles and co-payments
previously paid. Buyer's Welfare Benefit Plans shall not exclude from coverage
any pre-existing condition of any of the New Employees. Except with respect to
benefits provided under the Transitional Services Agreement during the term
thereof, Buyer shall grant immediate eligibility for participation in all
Buyer's Welfare Benefit Plans to all New Employees. Any valid claims of any
New Employee made against a Buyer's Welfare Benefit Plan incurred prior to the
Effective Date shall be satisfied by Seller under Seller's Welfare Benefit
Plans, and, to the extent not paid from such employee's contributions,
reimbursed by Buyer. Any claims for hospitalization or other confinement
charges with respect to any hospitalization or other confinement of a New
Employee or eligible dependent that commences prior to the Effective Date in
accordance with the terms and provisions of Seller's plans and policies shall
be satisfied by Seller under Seller's Welfare Benefit Plans, and, to the
extent not paid from such employee's contributions, reimbursed by Buyer. Buyer
shall be responsible for payment of all benefits payable to the New Employees
incurred on or after the Effective Date, whether pursuant to the Transitional
Services Agreement or otherwise. For purposes of this Section 11.2.5, an
expense shall be deemed incurred when the Welfare Benefit Plans service
relating to the expense is provided (regardless of when the incident giving
rise to the expense occurs).

ARTICLE 12
MISCELLANEOUS

12.1. Severability. If any provision of this Agreement as applied to
any part or to any circumstance shall be held invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions of this Agreement and the application of such provision to any
other part or to any other circumstance shall not be affected or impaired
thereby.

12.2. Successors and Assigns. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the successors and
permitted assigns of the Parties; provided, however, that this Agreement may
not be assigned by any Party without the prior written consent of the other
Party.

12.3. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall for all purposes be deemed to be an original
and all of which when taken together shall constitute the same instrument.

12.4. Headings. The table of contents, captions and headings used in
this Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction or
interpretation hereof.

12.5. Waiver. Any of the terms or conditions of this Agreement may be
waived in writing at any time by the Party which is entitled to the benefits
thereof. No waiver of any provision of this Agreement shall be deemed or shall
constitute a waiver of such provision at any time in the future or a waiver of
any other provision hereof.

12.6. No Third-Party Beneficiaries. Nothing in this Agreement,
express or implied, shall create or confer upon any Person (including
Employees), other than the Parties or their respective successors and
permitted assigns, any rights, remedies, obligations or liabilities, except as
otherwise provided herein.

12.7. Sales and Transfer Taxes. Buyer shall be responsible for and
pay all sales, transfer, deed, duties, stamp, notary public and other similar
taxes and transfer and recording fees applicable to the transactions
contemplated by this Agreement.

12.8. Other Expenses. Except as otherwise provided herein, each Party
shall pay all costs and expenses incurred by it or on its behalf in connection
with this Agreement and the transactions contemplated hereby, including fees
and expenses of its own financial consultants, accountants and legal counsel.

12.9. Notices. Except as otherwise provided herein, any notice,
request, instruction, consent or other document required or permitted to be

given pursuant to this Agreement shall be in writing and delivered personally,
by telecopy, by a nationally-recognized overnight courier service or by
registered or certified mail, postage prepaid, as follows:

If to Seller:

CBS Corporation
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Office of the General Counsel
Fax Number:

With a copy to:

Akin Gump Xxxxxxx Xxxxx & Xxxx, L.L.P.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxxx
Fax Number: (000) 000-0000

If to Buyer:

RSL COM U.S.A., Inc.
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000

Attn: Xx Xxxxxx
Fax Number: (000) 000-0000

and

RSL Communications, Ltd.
x/x XXX Xxxxxxxxxxxxxx X. Xxxxxxx, Inc.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxxxx, Esq.
Fax Number: (000) 000-0000

With a copy to:

Rosenman & Colin, L.L.P.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx Xxxx
Fax Number: 000-000-0000

or at such other address as shall be specified in writing by that Person. Any
notice, request, instruction, consent or other document delivered as provided
herein shall be deemed effectively given upon actual receipt by the Person
(but not necessarily the individual person) to be notified.

12.10. Governing Law. This Agreement shall be construed in accordance
with and governed by the Laws of the State of New York applicable to
agreements made and to be performed wholly within such jurisdiction.

12.11. Interpretation.

12.11.1. References. Except as specifically stated
otherwise, references to Articles, Sections, Exhibits and Schedules refer to
Articles, Sections, Exhibits and Schedules in this Agreement. References to
"includes" and "including" mean "includes without limitation" and "including
without limitation."

12.11.2. Reliance. Each Party is a sophisticated legal
entity that was advised by experienced counsel and, to the extent it deemed
necessary, other advisors in connection with this Agreement. Accordingly, each
Party hereby acknowledges that no party has relied or will rely in respect of
this Agreement or the transactions contemplated hereby upon any document or
written or oral information previously furnished to or discovered by it or its
representatives, other than as provided in this Agreement, the Schedules or
the documents and instruments delivered at Closing.

12.11.3. Cross-Reference of Disclosures. Any item disclosed
in one Section or Schedule shall be deemed to be disclosed in any other
Section or Schedule where such

disclosure is cross-referenced. Disclosure of items that may or may not be
required to be disclosed by this Agreement does not mean that such items are
material or create a standard of materiality, and shall not be deemed an
admission that any such disclosed matter is or may give rise to a breach of
any Contract or violation of any Law.

12.11.4. Drafting. No provision of this Agreement shall be
interpreted in favor of, or against, either Party by reason of the extent to
which either such Party or its counsel participated in the drafting thereof or
by reason of the extent to which any such provision is inconsistent with any
prior draft hereof or thereof.

12.12. Public Announcements. Seller and Buyer shall agree on the
terms of any press releases or other public announcements related to this
Agreement, and shall consult with each other before issuing any press releases
or other public announcements related to this Agreement; provided, however,
that any Party may make a public disclosure if in the opinion of such party's
counsel it is required by law (including U.S. securities regulations) or the

rules of the New York Stock Exchange or the Nasdaq National Market to make
such disclosure. The parties agree, to the extent practicable, to consult with
each other regarding any such public announcement in advance thereof.

12.13. Exclusive Jurisdiction and Consent to Service of Process. The
Parties agree that any Action arising out of or relating to this Agreement or
the transactions contemplated hereby shall be instituted in a federal or state
court sitting in New York County, New York, which shall be the exclusive venue
of any such Action. Each Party waives any objection which such party may now
or hereafter have to the laying of venue of any such Action, and irrevocably
submits to the jurisdiction of any such court in any such Action. Any and all
service of process and any other notice in any such Action shall be effective
against such Party when transmitted in accordance with Section 12.9. Nothing
contained herein shall be deemed to affect the right of any Party to serve
process in any manner permitted by Law.

12.14. Entire Agreement. The Confidentiality Agreement, this
Agreement and the Schedules and Exhibits hereto, constitute the sole
understanding of the Parties with respect to the matters contemplated hereby
and thereby and supersedes and renders null and void all prior agreements and
understandings, written and oral, between the Parties with respect to such
matters. No Party shall be liable or bound to any other Party in any manner by
any promises, conditions, representations, warranties or covenants except as
specifically set forth herein or therein.

12.15. Amendment. No amendment, modification or alteration of the
terms or provisions of this Agreement, including any Schedules and Exhibits,
shall be binding unless the same shall be in writing and duly executed by the
Party against whom such amendment, modification or alteration is sought to be
enforced, except as provided in Section 4.4.

12.16. Bulk Sales Compliance. Buyer hereby waives compliance by
Seller with any applicable bulk sales or bulk transfer law in connection with
the transactions contemplated hereby.

ARTICLE 13
DEFINITIONS

13.1. Definitions. For purposes of this Agreement, the terms below
shall have the following meanings:

13.1.1. "Accounting Firm" shall have the meaning set forth
in Section 1.4.3.

13.1.2. "Action" means any action, suit, claim, arbitration,
inquiry, proceeding, hearing or investigation.

13.1.3. "Adjusted Purchase Price" shall have the meaning set
forth in Section 1.4.4.

13.1.4. "Affiliate" means, with respect to any Person, any
other Person controlling, controlled by, or under common control with such
Person. For purposes of this Agreement, the term "control" (including, with
correlative meanings, the terms "controlled by" and "under common control
with" as used with respect to any Person) means the possession, directly or
indirectly, of the power to direct or cause the direction of the management
and policies of such Person whether through ownership of voting securities, by
contract or otherwise.

13.1.5. "Agreement" means this agreement, together with the
schedules and exhibits hereto.

13.1.6. "Allocation Statement" shall have the meaning set
forth in Section 1.3.3.

13.1.7. "Assumed Contracts" shall have the meaning set forth
in Section 1.1(f).

13.1.8. "Assumed Liabilities" shall have the meaning set
forth in Section 1.5.

13.1.9. "AT&T Contract" means that certain Virtual
Telecommunications Network Service Agreement between Seller and AT&T
Corporation, dated May 5, 1995, as amended.

13.1.10. "Balance Sheet Date" shall have the meaning set
forth in Section 2.4.

13.1.11. "Business" shall have the meaning set forth in
Recital A.

13.1.12. "Buyer" shall have the meaning set forth in the
first paragraph of this Agreement.

13.1.13. "Buyer Employee Benefit Plans" means collectively,
each written pension, retirement, profit-sharing, deferred compensation,
bonus, incentive, performance, stock

option, stock appreciation, phantom stock, stock purchase, restricted stock,
medical, hospitalization, vision, dental or other health, life, disability,
severance, termination or other employee benefit plan, program, arrangement,
agreement or policy both domestically and internationally which currently
covers any employee of Buyer and which is sponsored or maintained by Buyer.

13.1.14. "Buyer Indemnitees" shall have the meaning set
forth in Section 10.1.

13.1.15. "Buyer's Savings Plan" shall have the meaning set
forth in Section 11.2.3(b).

13.1.16. "Buyer's Savings Plan Trust" shall have the meaning
set forth in Section 11.2.3(c).

13.1.17. "Charter Documents" means (a) in the case of any
corporation, its articles or certificate of incorporation and its by-laws, (b)
in the case of any partnership, its partnership agreement and partnership
certificate, if any, and (c) in the case of any other Person, its organic and
governing documents; as each has been amended or supplemented from time to
time.

13.1.18. "Closing" means the consummation of the purchase
and sale of the Purchased Assets, the assumption of the Assumed Liabilities
and the consummation of the other transactions contemplated by this Agreement.

13.1.19. "Closing Date" shall have the meaning set forth in
Section 8.1.

13.1.20. "Closing Payment" shall have the meaning set forth
in Section 1.3.2.

13.1.21. "Closing Working Capital" shall have the meaning
set forth in Section 1.4.1.

13.1.22. "Code" means the Internal Revenue Code of 1986, as
amended from time to time.

13.1.23. "Communications Laws" means any Laws governing or
relating to the telecommunications business.

13.1.24. "Communications Licenses" shall mean any Permits
issued by the communications regulatory authorities of any Governmental
Authority including, but not limited to, the FCC and state public service or
public utility commissions or like agencies.

13.1.25. "Confidentiality Agreement" means the
Confidentiality Agreement dated as of March 3, 1998 between Buyer and Seller.

13.1.26. "Consent" means a consent, approval, order,
authorization or waiver from, notice to or declaration, registration or filing
with any Person, including any Governmental Authority. Consent shall also
include the approval of the applicable Governmental Authority to the transfer
of a Permit or Communications License.

13.1.27. "Consequential Damages" means Damages arising out
of any interruption of business, loss of profits, loss of use of facilities,
claims of customers, loss of goodwill or other indirect Damages.

13.1.28. "Contracts" means all contracts, agreements,
instruments, leases, licenses, commitments and arrangements, other than

Permits.

13.1.29. "Damages" means all losses, claims, damages, costs,
fines, penalties, obligations, payments and liabilities, together with all
reasonable costs and expenses incurred in connection with any of the
foregoing, including, in the case of Third Party Claims only, reasonable
outside attorneys' fees and their reasonable out-of-pocket expenses.

13.1.30. "Deductible" shall have the meaning set forth in
Section 10.5.2.

13.1.31. "Dollars" or "$" means lawful currency of the
United States.

13.1.32. "Effective Date" shall have the meaning set forth
in Section 11.1.1.

13.1.33. "Employee" means any domestic or international
employee who is devoted full-time to the conduct of the Business, or who is on
leave of absence and is listed on Schedule 11.1.1.

13.1.34. "Employee Benefit Plan" shall have the meaning set
forth in Section 2.17.1.

13.1.35. "Encumbered Instruments" means all Material
Contracts, Material Telecom Contracts and Material Leases to be assigned by
Seller and assumed by Buyer pursuant to the terms of this Agreement that by
their terms require Consent from a third party in order to transfer and assign
the rights and obligations thereunder.

13.1.36. "Environment" means soil, surface waters, ground
waters, land, stream sediments, surface or subsurface strata, ambient air, and
any environmental medium.

13.1.37. "Environmental Laws" means (a) any Law regulating
or relating or pertaining to the Environment or the protection of human
health, in effect and interpreted, as at the Closing Date, including, without
limitation, the Resource Conservation and Recovery Act, as amended, the
Comprehensive Environmental Response, Compensation and Liability Act, as
amended, or the Federal Clean Water Act, as amended; (b) any Law, in effect
and interpreted, as

at the Closing Date, that asserts or may assert jurisdiction over the
Purchased Assets or the operations or activity of the Business that relates or
pertains to the Environment, including, without limitation those which
regulate the presence, release, emission, threat of release, use, handling,
manufacturing, generation, production, storage, treatment, processing,
transportation or disposal of any Hazardous Substance, including, but not

limited to (i) requiring any permit, license, approval, consent or
authorization, or the renewal thereof, (ii) regulating the amount, form,
manner of storage, transport and/or disposal of Hazardous Substances, or (iii)
requiring any reporting, inspection report, business plan, notification, or
any other dissemination of or access to information regarding Hazardous
Substances, including warnings or notices to tenants, subtenants, employees,
occupants, invitees or consumers.

13.1.38. "Environmental Permits" shall have the meaning set
forth in Section 2.13.2.

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

13.1.40. "Excluded Assets" shall have the meaning set forth
in Section 1.2.

13.1.41. "Excluded Liabilities" shall have the meaning set
forth in Section 1.6.

13.1.42. "FCC" means the Federal Communications Commission.

13.1.43. "FCC Consent" means action by the FCC, or by its
staff pursuant to delegated authority, to transfer from Seller to Buyer the
Communications Licenses issued by the FCC.

13.1.44. "Financial Statements" shall have the meaning set
forth in Section 2.4.

13.1.45. "GAAP" means generally accepted accounting
principles in effect as of the Balance Sheet Date in the United States.

13.1.46. "Governmental Authority" means any federal, state,
foreign, municipal or local government, any instrumentality, subdivision,
agency, commission, board, court or other authority thereof, or any
quasi-governmental or private entity exercising any executive, legislative,
judicial, regulatory or administrative function of or pertaining to
government.

13.1.47. "Hazardous Substances" means (a) any pollutant,
toxic substance, contaminant, chemical, hazardous waste, hazardous material,
petroleum product oil, radioactive material or energy; (b) any substance, gas
material or chemical which is or may be defined as or included in the
definition of "hazardous substances," "toxic substances," "Hazardous
materials," "hazardous wastes," or words of similar import under any
Governmental

Rule or Environmental Law; (c) radon gas, asbestos, urea formaldehyde foam
insulation or polychlorinated biphenyls in excess of federal, state or local

safety guidelines, whichever substance, the exposure to or Release of which is
or may be prohibited, limited or regulated by any Governmental Authority, or
(e) any other chemical, material, gas or substance that does or may pose a
hazard to health and/or safety of the occupants of the Purchased Assets, or
the owners and/or occupants of property adjacent to or surrounding the
Purchased Assets.

13.1.48. "HSR Act" means the Xxxx-Xxxxx-Xxxxxx Antitrust
Improvements Act of 1976, as amended, and the regulations promulgated
thereunder.

13.1.49. "Income Tax" or "Income Taxes" means any federal,
state or local income, alternative minimum, franchise or other similar Tax,
duty, governmental charge or assessment imposed by or on behalf of any
Governmental Authority that is based on or measured by income (including,
interest and penalties on any of the foregoing).

13.1.50. "Income Tax Returns" means any federal, state or
local tax returns, reports, declarations or forms (including any schedules or
attachments thereto) with respect to Income Tax.

13.1.51. "Indemnifiable Claim" shall have the meaning set
forth in Section 10.5.1.

13.1.52. "Indemnitee" shall have the meaning set forth in
Section 10.3.

13.1.53. "Indemnitor" shall have the meaning set forth in
Section 10.3.

13.1.54. "Intellectual Property" means patents, patent
applications, trade names, registered trademarks, registered copyrights and
registered service marks and applications therefor.

13.1.55. "Law" means any applicable federal, state,
municipal or foreign statute, rule, regulation or ordinance.

13.1.56. "Lease" means any lease or sublease of real or
personal property.

13.1.57. "Lease Agreement" shall have the meaning set forth
in Section 6.8(a).

13.1.58. "Leased Personal Property" shall have the meaning
set forth in Section 2.8.2.

13.1.59. "Leased Real Property" shall have the meaning set
forth in Section 2.7.2.

13.1.60. "Liabilities" shall mean all liabilities and
obligations of any kind, nature or description, whether known or unknown,
asserted or unasserted, accrued or unaccrued, liquidated or unliquidated,
direct or indirect, due or to become due, absolute or contingent.

13.1.61. "Lien" means any lien, mortgage, deed of trust,
security interest, charge, pledge, retention of title agreement, easement,
encroachment, condition, reservation, covenant or other encumbrance affecting
title.

13.1.62. "Material Adverse Effect" means a material adverse
effect on (a) the business, financial condition or results of operations of
the Business, taken as a whole, or (b) the ability of Seller to consummate the
transactions contemplated by this Agreement.

13.1.63. "Material Contracts" shall have the meaning set
forth in Section 2.11.

13.1.64. "Material Lease" means (a) with respect to real
property, any Lease of Leased Real Property, or (b) with respect to personal
property, a Lease involving rental obligations exceeding $100,000 per annum.

13.1.65. "Material Telecom Contracts" shall have the meaning
set forth in Section 2.20.

13.1.66. "MCI Contract" shall mean the Custom Network
Services Agreement effective as of October 1, 1989, as amended, between Seller
and MCI Telecommunications Corporation.

13.1.67. "New Employees" shall have the meaning set forth in
Section 11.1.1.

13.1.68. "Non-Competition Agreement" shall have the meaning
set forth in Section 6.6(d).

13.1.69. "Non-Transferred Instrument" shall have the meaning
set forth in Section 6.2.3.

13.1.70. "Non-Transferred Permit" shall have the meaning set
forth in Section 6.3.3.

13.1.71. "Notice of Disagreement" shall have the meaning set
forth in Section 1.4.2.

13.1.72. "Operative Documents" shall have the meaning set
forth in Section 2.2.

13.1.73. "Order" means any order, judgment, injunction,
decree or award issued or granted by a Governmental Authority.

13.1.74. "Other Law" means any Law applicable to the
Business other than an Environmental Law, a Communications Law or a Law
relating to Taxes or ERISA.

13.1.75. "Owned Real Property" shall have the meaning set
forth in Section 2.7.1.

13.1.76. "Party" means each of Seller and Buyer.

13.1.77. "Permit" means any permit, license, certificate,
registration, authorization, franchise, tariff or approval issued by a
Governmental Authority, including any regulatory approval.

13.1.78. "Permitted Liens" means (a) Liens for Taxes that
are not yet due and payable, (b) workers', repairmen's and similar Liens
imposed by Law that have been incurred in the ordinary course of business, (c)
Liens and other title defects, easements, encroachments and encumbrances that
do not, individually or in the aggregate, materially impair the value or
continued use as currently conducted of the asset to which they relate, (d)
retention of title agreements with suppliers entered into in the ordinary
course of business, (e) the rights of others to customer deposits, (f) Liens
securing any liabilities disclosed on the Year-End Balance Sheet or incurred
in the ordinary course of business since the Balance Sheet Date, (g) Liens on
real property incurred in the ordinary course of business after the date
hereof, and (h) Liens disclosed on the Year-End Balance Sheet.

13.1.79. "Person" means any natural person, corporation,
partnership, limited liability company, trust, unincorporated organization or
other entity.

13.1.80.. "Purchase Price" shall have the meaning set forth
in Section 1.3.1.

13.1.81. "Purchased Assets" shall have the meaning set forth
in Section 1.1.

13.1.82. "Rate" shall have the meaning set forth in Section
1.4.4.

13.1.83.. "Regulatory Consents" means, collectively, (i) the
FCC Consent and (ii) the Consents of state public service or public utility
commissions or like agencies.

13.1.84. "Release" means any releasing, spilling, leaking,
pumping, pouring, emitting, emptying, discharging, injecting, escaping,
leaching, disposing, abandoning or dumping into the Environment.

13.1.85. "Required Consents" shall have the meaning set
forth in Section 6.2.2.

13.1.86. "Required Permits" shall have the meaning set forth
in Section 6.3.2.

13.1.87. "RSL" shall mean RSL Communications Ltd., a Bermuda
corporation.

13.1.88. "Seller" shall have the meaning set forth in the
first paragraph of this Agreement.

13.1.89. "Seller Indemnitees" shall have the meaning set
forth in Section 10.2.

13.1.90. "Seller's Knowledge" means the actual knowledge as
of the date of this Agreement based on reasonable inquiry, of any of the
individuals listed on Schedule 13.1.90.

13.1.91. "Seller's Pension Plan" means the Westinghouse
Pension Plan.

13.1.92. "Seller's Savings Program" means the Westinghouse
Savings Program.

13.1.93. "Shortfall Liability" means any contractual
liability for shortfalls, for all periods through the Closing Date, under the
AT&T Contract.

13.1.94. "Statement of Working Capital" shall have the
meaning set forth in Section 1.4.1.

13.1.95. "Target Amount" shall have the meaning set forth in
Section 1.4.4.

13.1.96. "Tax" or "Taxes" means all income, profits,
franchise, gross receipts, capital, sales, use, withholding, value added, ad
valorem, transfer, employment, social security, disability, occupation,
property, severance, production, excise and other taxes, duties and similar
governmental charges and assessments imposed by or on behalf of any
Governmental Authority including interest and penalties thereon.

13.1.97. "Tax Return" means any federal, state or local
returns, reports or forms with respect to any Tax.

13.1.98. "Telecom Contract" shall mean any customer order or
agreement for the provision of telecommunication products or services.

13.1.99. "Third Party Claim" shall have the meaning set
forth in Section 10.4.1.

13.1.100. "Total Current Assets" shall have the meaning set
forth in Section 1.4.5.

13.1.101.. "Total Current Liabilities" shall have the
meaning set forth in Section 1.4.5.

13.1.102. "Trademark License Agreement" shall have the
meaning set forth in Section 6.6.

13.1.103. "Transitional Services Agreement" shall have the
meaning set forth in Section 6.6(c).

13.1.104. "WARN Act" shall have the meaning set forth in
Section 11.1.3.

13.1.105. "Welfare Benefit Plans" shall have the meaning
given to the term "employee welfare benefit plan" set forth in Section 3(1) of
ERISA.

13.1.106. "WestComm" shall have the meaning set forth in
Recital A.

13.1.107. "Working Capital" shall have the meaning set forth
in Section 1.4.5.

13.1.108. "Year-End Balance Sheet" shall have the meaning
set forth in Section 2.4.

IN WITNESS WHEREOF, the Parties have caused this Agreement
to be executed as of the date first written above.

CBS CORPORATION

By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President
and Chief Financial
Officer

RSL COM U.S.A., INC.

By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President and Chief
Executive Officer

Document Metadata

Table of Contents

ASSET PURCHASE AGREEMENT by and between CBS CORPORATION

Document Metadata