EXHIBIT "A"
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INSTALLMENT NOTE
This Installment Note is made on this 2nd day of October, 2000 by and
between Pacific Telcom, Inc., an Illinois corporation (hereinafter "Purchaser"
or "Pac-Tel") and Axon Connectivity Technology Inc., a Nevada Corporation
(hereinafter "Seller" or "Axon") pursuant to a Sale of Assets Agreement made
between them this date ("Agreement").
This Installment Note is made pursuant to the Agreement and is subject to
the terms and provisions set forth in the Agreement, as if fully stated herein.
Pursuant to the terms set forth in Section 4.1 of the Agreement, Purchaser
promises to pay to the order of Seller at 22 Miners Trail, Irvine, CA 92620, or
at such other place as may be designated in writing by Seller, the principal sum
of Four Hundred Eighty-Two Thousand Forty ($482,040), with interest waived.
Such principal sum shall be paid as follows: Purchaser shall pay to Seller
the principal sum in six equal installments of Forty Thousand One Hundred
Seventy Dollars ($40,170). The first installment shall be due on March 1, 2001
and once per month thereafter until fully paid in October, 2001.
This Installment Note is not assignable by Purchaser or Seller without the
written consent of the other. Notwithstanding, Purchaser may assign its rights
hereunder to a shareholder holding 100% of the common shares of Seller,
individually, which consent shall not be unreasonably withheld by Purchaser to
the Shareholder of Seller.
The execution, delivery and performance of this Installment Note are within
the Seller's corporate powers, having been duly authorized and are not in
contravention of the terms of Pac-Tel's Articles of Incorporation and By-Laws,
or of any agreement or undertaking to which Pac-Tel is a party or by which it is
bound.
Purchaser shall pay all sums due under this Installment Note and Seller
grants Purchaser the right to pre-pay any and all installments under this Note,
without penalty.
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Any forbearance by the Seller in exercising any right or remedy of
enforcement, or otherwise, afforded by applicable law shall not be deemed a
waiver of or preclude the exercise of any right or remedy.
This Installment Note and the rights and obligations of the parties hereto
shall be governed by and construed with the laws of the State of Illinois
without regard to conflict of laws principles.
PACIFIC TELCOM INC.
By:______________________
Bill J. Angelos
President
Accepted:
AXON CONNECTIVITY TECHNOLOGY INC.
By:______________________
Asher Milgrom
President
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EXHIBIT "B"
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ASSIGNMENT
This Assignment is entered into the 2nd day of October, 2000 by and between
Axon Connectivity Technology Inc., a Nevada Corporation ("Seller") and Pacific
Telcom, Inc., an Illinois corporation ("Purchaser"), pursuant to a Sale of
Assets Agreement entered into by and between the parties this date
("Agreement"), the terms of which are specifically incorporated herein by
reference.
Whereas, the Seller and the Purchaser have this date entered into a Sale of
Assets Agreement wherein the Seller has agreed to sell substantially all of its
assets and business to the Purchaser and assign such other and further rights to
the its assets.
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
The Seller hereby assigns, transfers, and conveys to the Purchaser all of
its right, title, and interest in and to the down payment on 6T switches in New
York, New York and Miami, Florida, as well as all rights to complete the
purchase and installation of such 6T switches from EastyTel, InfoUSA, or such of
their affiliates as the case may be and Seller assigns any and all rights to any
accounts hosted on telecommunication switches in San Diego, Minneapolis, New
York, and Miami existing now or any time in the future.
AXON CONNECTIVITY TECHNOLOGY INC.
By:______________________
Asher Milgrom
President
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EXHIBIT "C"
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BILL OF SALE
This Bill of Sale is made this 2nd day of October, 2000 pursuant to the
Sale of Assets Agreement ("Agreement") by and between Axon Connectivity
Technology Inc., a Nevada Corporation ("Seller") and Pacific Telcom, Inc., an
Illinois corporation ("Purchaser") wherein Seller has agreed to sell Assets as
set forth in the Agreement the Purchaser.
In consideration of the Purchase Price set forth in the Agreement and other
good and valuable consideration, in hand received by Seller from Purchaser, the
receipt and sufficiency of which is hereby acknowledged, Seller does hereby
grant, sell, transfer, convey, deliver, and set over to Purchaser this date all
of Seller's right, title and interest hereto in:
1. A 6T telecommunication switch located in San Diego, California, bought
by Seller from InfoUSA, EasyTel, and/or one of their affiliates.
2. A 6T telecommunication switch located in Minneapolis, Minnesota,
bought by Seller from InfoUSA, EasyTel, and/or one of their
affiliates.
3. The deposit and/or credit of Seller of a 6T telecommunication switch
to be located in New York, New York, with InfoUSA, EasyTel, and/or
their affiliate, along with all rights to the completion of the
purchase and/or installation of said 6T telecommunication switch
therein.
4. The deposit and/or credit of Seller of a 6T telecommunication switch
to be located in Miami, Florida, with InfoUSA, EasyTel, and/or their
affiliate, along with all rights to the completion of the purchase
and/or installation of said 6T telecommunication switch therein.
5. Any and all accounts hosted on the 6T telecommunication switches in
San Diego, Minneapolis, New York, and Miami, as aforesaid, along with
all rights to revenues derived therefrom, now and in the future.
Date: October 2, 2000
AXON CONNECTIVITY TECHNOLOGY INC.
By:__________________________
Asher Milgrom, President
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SCHEDULE 10.2.2
DIRECTOR'S AND OFFICER'S CERTIFICATE
The undersigned, Asher Milgrom, is the President and a Director of Axon
Connectivity Technology Inc., a Nevada corporation ("Corporation"). A Sale of
Assets Agreement dated October 2, 2000 ("Agreement") has been entered into by
and between the Corporation, as Seller and Pacific Telcom, Inc., as Purchaser.
Pursuant to Section 10.2.2 of the Agreement, I hereby certify as follows:
6. That the Board of Directors and the shareholders of the Corporation
have authorized the execution, delivery, and performance of the
Agreement, and any other agreement to be entered into the Corporation
in connection with the Agreement and the transactions set forth
therein.
7. The Corporation is now a Corporation duly organized, validly existing,
and in good standing under the laws of the State of Nevada and has all
requisite corporate power and authority to own and convey its
properties and assets under the Agreement and the execution and
delivery of the Agreement have been duly authorized by all necessary
corporate and shareholder action. The Agreement constitutes a valid
and binding Agreement of the Seller in accordance with its terms.
8. The Corporation holds good and marketable title to the Assets set
forth in Section 1 of the Agreement, free and clear of restrictions on
or conditions to Sale, transfer, or assignment, and free and clear of
liens, pledges, charges, or encumbrances.
9. As set forth in Section 13.8 of the Agreement the representations and
warranties of the Corporation are true and complete on and as of the
date hereof.
Date: October 2, 2000
__________________________
Asher Milgrom, President and
Director
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SCHEDULE 14
OFFICER'S CERTIFICATE
The undersigned, Bill J. Angelos, is the President of Pacific Telcom, Inc.,
an Illinois corporation and is the purchaser ("Purchaser") under a Sale of
Assets Agreement dated October 2, 2000 ("Agreement") which has been entered into
by and between the Purchaser and Axon Connectivity Technology Inc., a Nevada
corporation, as Seller.
Pursuant to Section 14 of the Agreement, I hereby certify as follows:
10. The Purchaser is full Corporate authority to execute and deliver the
Agreement and any other matters to be made and delivered by the Purchaser in
connection therewith, and to carryout the transaction contemplated with all duly
authorized Corporate authority.
Date: October 2, 2000
__________________________
Bill J. Angelos, President
Pacific Telcom, Inc.
