Exhibit 10.12
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT, entered into this 28 day of December
1998, by and between Quest Net Corp. ("Quest"), with its principal office
located in Fort Lauderdale, Florida and Grupo Internet Latinoamericano, S.A.
("Grupo Internet"), with its principal office located in Road Town, Tortola,
British Virgin Islands.
WHEREAS, Grupo Internet owns certain types of Internet provider equipment and
certain domains and sites as more fully described on Schedule 1 hereto and
incorporated herein ("the Assets").
WHEREAS, Grupo Internet wishes to sell, and Quest wishes to purchase
the Assets.
NOW THEREFORE, in consideration of the performance of the mutual
covenants set forth herein, and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties intend to be legally bound
and agree as follows:
1. PURCHASE OF ASSETS. Quest agrees to purchase and Grupo Internet agrees to
sell the Assets set forth in Schedule 1, attached hereto and incorporated
herein.
(a) the Assets to be delivered at Closing (as hereinafter defined)
shall be of a quality usable and saleable in the ordinary course of
business.
1.1 Purchase Price. Quest shall pay Grupo Internet the sum of
$2,000,000.00 ("the Purchase Price"), payable by delivering to Grupo Internet
one half of the purchase price in Quest restricted common stock, valued at 25%
of the average bid and asked price for the three trading days prior to closing.
The balance of the Purchase Price (the "Balance") will be paid in Quest
Preferred Stock, as more fully described on Schedule 1.1 hereto, redeemable in
whole or part after two months from the date of this Agreement. The redemption
price of the Preferred Stock shall be equal to its face value. In the event that
the Preferred shares are not redeemed by Quest as set forth above, the Sellers
shall have the option to convert the Preferred shares not redeemed into free
trading common stock of Quest at a conversion price 25% of the average bid and
asked price for the three trading days prior to conversion per share.
1.2 Transfer of Assets. At Closing Quest shall deliver to Grupo
Internet the Certificates for the Common and Preferred Shares. At Closing Grupo
Internet shall deliver to Quest such documents as Quest shall reasonably deem
necessary to effect the transaction, including such instruments of sale,
transfer, and conveyance including a Xxxx of Sale as shall be effected to vest
in Quest all of Grupo Internet's rights and title to, and interest in the
Assets. Promptly after closing Grupo Internet shall take all steps necessary to
deliver to Quest (FOB in Miami Florida) the Assets.
2. NO ASSUMPTION OF LIABILITIES.
2.1 Except for the liabilities set forth on Schedule 2.1, Quest shall
not expressly, impliedly or by operation of the law assume any of the
liabilities of Grupo Internet which relate to or arise, out of the Assets and
which arise or are incurred up to the time of Closing or which arise from
transactions, acts or agreements entered into or performed by Grupo Internet up
to the time of Closing. In the event that a claim is made against Quest in
connection with such liabilities, Quest shall be entitled to and shall receive
to the fullest extent the indemnification provisions of Section 3.1 of this
Agreement.
2.2 Grupo Internet shall not expressly, impliedly or by operation of
the law assume any of the liabilities of Quest which relate to or arise out of
the Assets and which are incurred on and subsequent to, the date
of Closing, provided however that Grupo Internet shall be liable for liabilities
which arise from transactions, acts or agreements entered into or performed by
Grupo Internet up to the time of Closing. In the event that a claim is made
against Grupo Internet or affiliates in connection with such liabilities, Quest
and affiliates shall be entitled to and shall receive, to the fullest extent,
the indemnification provisions of Section 3.2 of this Agreement.
2.3 At the time of the Closing, Grupo Internet will have no unpaid
creditors, including, federal, state and local tax liabilities which would leave
a lien on the Assets or claim against Grupo Internet or Quest for the amount of
their debt. This covenant is in lieu of compliance with the Bulk State Laws
Chapter 676, Florida Statute should that law be applicable.
3. INDEMNIFICATION.
3.1 Grupo Internet shall indemnify, protect and hold harmless Quest,
without the execution of any further documents from and against any losses,
damages, injuries, claims, demands and expenses, including reasonable attorneys
fees for all proceedings arising out of or connected with the action of Grupo
Internet, its agents and employees, arising out of the transaction entered into
or arising out of any statement of facts existing prior to the date of Closing
hereof, or arising out of any breach of a covenant contained herein, including
but not limited to any product liability claim or breach of warranty, express or
implied, arising out of the sale of the Assets by Grupo Internet prior to the
date of Closing. This indemnification provision is given in lieu of compliance
with the Bulk Transfer provision of Chapter 676, Florida Statutes, but it's
scope and operation shall not be limited to those creditors mentioned in said
Chapter.
3.2 Quest shall indemnify, protect and hold harmless Grupo Internet,
without the execution of any further documents, from and against any losses,
damages, injuries, claims, demands and expenses including reasonable attorneys
fees for all proceedings arising out of or connected with or in any manner
related to any action of Quest, it's agent and employees, arising out of the
transactions entered into or arising out of any statement of facts existing at
or subsequent to the date of Closing hereof, including but not limited to, any
product liability claim or breach of warranty, express or implied, arising out
of or in connection with the Assets at or subsequent to the date of Closing.
3.3 Each Party agrees that upon receipt by it of notice of any demand,
claim, action or proceeding with respect to any matter as to which the other
Party has agreed to indemnify it hereunder it will immediately give notice
thereof in writing to the other Party, together with all details of such demand,
assertion, claim, action or proceeding as it may then have. The Indemnifying
Party shall have the right to contest and defend any demand, claim, action or
proceeding with respect to which it agreed to indemnify the other Party under
the provision of this Agreement.
4. BROKERAGE. Quest and Grupo Internet severally warrant and represent that each
has not retained, and is not obligated to pay, any person or firm, brokerage,
finders fees, commission or other similar charges resulting from or arising out
of the transaction contemplated by this Agreement, and each to hold harmless and
indemnify the others from all such claims.
5. RISK OF LOSS. The risk of any loss, damage or destruction to any of the
Assets to be transferred to Quest hereunder shall be borne by Grupo Internet at
all times prior to the date the Assets are delivered to Quest FOB in Miami (the
"Delivery"). Upon Delivery and thereafter the risk of any loss, damage or
destruction to any of the Assets shall be borne by Quest.
2
6. REPRESENTATIONS AND WARRANTIES BY QUEST. Quest represents and warrants as
follows:
(a) The authorized capital stock of Quest consists of 50,000,000 shares
of common stock, no par value, and 5,000,000 shares of non-voting Preferred
stock no par value. All of Quests' issued and outstanding shares of common stock
are fully paid and non-assessable and not issued in violation of the preemptive
rights of any person or entity;
(b) Quest is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Colorado with all requisite power
to carry on its business as it is now being, and as it is presently proposed to
be, conducted;
(c) The execution and delivery of this Agreement, compliance with and
fulfillment of the terms of this Agreement, do not and, at the Closing, will not
(i) constitute a default or result in the creation of any lien, security
interest, charge or encumbrance upon Quest other than liabilities which are
herein contemplated, nor does it give any third party the right to accelerate
any obligation against Quest, or (ii) conflict with any other material agreement
to which Quest is a party or by which it is bound;
(d) No insolvency proceedings of any character, including without
limitation, bankruptcy, receivership, composition or arrangement with creditors,
voluntarily or involuntarily, designating Quest as the bankrupt or the
insolvent, are pending, or to the knowledge of Quest threatened, and Quest has
not made an assignment for the benefit of creditors, nor has Quest taken any
action with a view to, or which would constitute the basis for, the institution
of such insolvency proceedings;
(e) All corporate action required to be taken by Quest to enter into
this Agreement has been taken; and
(f) Xx. Xxxxxx Xxxxxxx is the duly elected and serving Chairman of
Quest and has been duly empowered to execute this Agreement, and any amendments
or modifications hereto, by and on behalf of Quest.
7. REPRESENTATIONS AND WARRANTIES BY GRUPO INTERNET. Grupo Internet hereby
represents and warrants as follows:
(a) Grupo Internet has valid and marketable title to the Assets, free
and clear of any and all security interests, pledges, claims, liens,
encumbrances or other rights of any other person or entity; except as set forth
on Schedule 7 hereto and incorporated herein,
(b) Grupo Internet has the absolute and unrestricted right, power,
authority, and capacity to sell the Assets,
(c) Grupo Internet is not a party to any written or oral agreement
which grants an option or right of first refusal or other arrangements to
acquire any of the Assets and that Grupo Internet confirms by the execution of
this Agreement that there are no contingent liabilities, factual or otherwise,
threatened or pending litigation, contractually assumed obligations or
unasserted possible claims which might affect the Assets or the transfer
thereof. Any undisclosed liability shall remain the sole responsibility of Grupo
Internet,
(d) No judgment is presently filed of record against Grupo Internet or
any officer or director of Grupo Internet, and there is no litigation,
arbitration, investigation, inquiry or other proceedings by or before any
federal, state, county or local governmental agency or authority, or by any
person or entity pending or to the knowledge of Grupo Internet, threatened
against Grupo Internet, that would affect the Assets or the transfer thereof and
Grupo Internet has no knowledge of any material basis for any such litigation,
proceeding, arbitration, claim, investigation, inquiry or proceeding,
3
(e) Grupo Internet is a corporation duly organized and validly existing
and in good standing under the laws of British Virgin Islands. It has all
requisite corporate power and authority to carry on its business as now being
conducted, to enter into this Agreement and to carry out and perform the terms
and provisions of this Agreement,
(f) Juris Magister is the duly elected and serving Director of Grupo
Internet and has been duly empowered to execute this Agreement, and any
amendments and notifications hereby, by and on behalf of Grupo Internet,
(g) The execution, delivery and consummation of this Agreement have
been duly and validly authorized by the Board of Directors and, if necessary,
Grupo Internet of Grupo Internet in a manner provided by and as required by law,
(h) In order to induce Quest to issue the Common and Preferred Shares,
recognizing that Quest will be relying on the information and on the
representations set forth below, Grupo Internet hereby represents, warrants, and
agrees as follows:
(i) Grupo Internet has determined that the purchase of the common and
Preferred shares and the shares underlying the Preferred Shares of
Quest (the "Shares") is a suitable investment for Grupo Internet and
that Grupo Internet is able to bear economic risks including a total
loss of an investment in the Shares.
(ii) Grupo Internet is purchasing the Shares for its own account for
investment, and not with a view to or for sale in connection with the
distribution of the Shares nor with any present intention of selling or
otherwise disposing of all or any part of the Shares. Grupo Internet
hereby acknowledges its understanding that the Shares are not being
registered under the Securities Act of 1933 (the "Act"), or any state
securities laws on the ground that the issuance and sale of the Shares
to Grupo Internet is exempt under the Act and relevant state securities
laws as not involving a public offering. Grupo Internet agrees not to
sell the Shares unless they are subsequently registered or an exemption
from such registration is available. Grupo Internet authorizes Quest to
place a legend denoting the restrictions on the certificates to be
issued.
Grupo Internet further acknowledges its understanding that Quest's
reliance on such exemptions are, in part, based upon the foregoing
representations, warranties, and agreements by it and that the
statutory basis for such exemptions would not be present, if
notwithstanding such representations, warranties and agreements, Grupo
Internet were acquiring the Shares for resale on the occurrence or
non-occurrence of some pre-determined event. In order to induce Quest
to issue and sell the Shares to Grupo Internet, it is agreed that Quest
will have no obligation to recognize the ownership, beneficial or
otherwise, of such shares by anyone but Grupo Internet, except as set
forth herein.
(iii) Grupo Internet acknowledges and is aware that, except as set
forth herein, they will not transfer or assign the Shares, or any
interest therein, the assignment and transferability of the Shares will
be governed by this Agreement and all applicable laws.
(iv) Grupo Internet has acknowledged and is aware that, except for the
three day rescission rights provided under Florida law and as provided
in this Agreement, they are not entitled to cancel, terminate or revoke
this subscription, and any agreements of Grupo Internet in connection
herewith shall survive the termination of this Agreement.
4
(v) Grupo Internet has had the opportunity to ask questions of, and
receive answers from management of Quest regarding the terms and
conditions of this Agreement, and the transactions contemplated
thereby, as well as the affairs of Quest and related matters.
Grupo Internet may have access to whatever additional information
concerning Quest, its financial condition, its business, its prospects,
its management, its capitalization, and other similar matters that it
or its Quest representative, if any, desires, provided that Quest can
acquire such information without unreasonable effort or expense. In
addition, as required by Section 5l7.061(11)(a)(3), Florida Statutes,
and Rule 3E-500.05(a) thereunder, Grupo Internet and its representative
may have, at the offices of Quest, at any reasonable hour, after
reasonable prior notice, access to the materials set forth in the Rule
which Quest can obtain without unreasonable effort or expense.
(iv) Grupo Internet has had the opportunity to obtain additional
information necessary to verify the accuracy of the information
referred to in subparagraph (v) hereof.
Grupo Internet hereby agrees to indemnify and hold harmless Quest, its
respective officers, directors, shareholders, employees, agents and attorneys
against any and all losses, claims, demands, liabilities and expenses (including
reasonable attorney fees, expert witness and accounting fees and other
disbursements and costs or other expenses) incurred by each such person in
connection with defending or investigating any such claims or liabilities,
whether or not resulting in any liability to such person) to which any such
indemnified party may become subject under the Act, under any other statute, at
common law or otherwise, insofar as such losses, claims, demands, liabilities
and expenses (a) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact by Grupo Internet contained in this
Agreement, or (b) arise out of or are based upon any breach of any
representation, warranty or agreement by Grupo Internet contained herein.
The representations, warranties, and agreements contained herein shall survive
the delivery of and payment for, the Shares.
--------------------------------------------------------------------------------
FLORIDA LAW PROVIDES THAT WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN
FLORIDA, ANY SALE MADE IN FLORIDA IS VOIDABLE BY THE PURCHASER WITHIN THREE DAYS
AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO QUEST NET,
AN AGENT OF QUEST NET OR AN ESCROW AGENT OR WITHIN THREE DAYS AFTER THE
AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER
OCCURS LATER. PAYMENTS FOR TERMINATED SUBSCRIPTIONS VOIDED BY THE PURCHASER AS
PROVIDED FOR IN THIS PARAGRAPH WILL BE PROMPTLY REFUNDED WITHOUT INTEREST.
--------------------------------------------------------------------------------
8. INVESTMENT REPRESENTATION. Grupo Internet hereby acknowledges that the Shares
and the Preferred are not being registered under the Securities Act of 1933, as
amended (the "Securities Act"), or under any state securities statute. The
Shares and the Preferred are being acquired by Grupo Internet for its own
account, for investment purposes only, and not with a view to any distribution
thereof. Grupo Internet agrees that no transfer or other disposition of the
Shares or the Preferred or any interest therein will be made in violation of the
Securities Act or any state securities statute.
9. FURTHER ASSURANCES. The parties agree to execute and deliver from time to
time at the request of any of the other parties to this Agreement and without
further consideration, such additional documents and to take such other action
necessary to consummate the transactions contemplated herein.
5
10. NOTICES. All notices, offers, acceptance and any other acts under this
Agreement (except payment) shall be in writing, and shall be sufficiently given
if delivered to the addressees in person, by Federal Express or similar
receipted delivery, by facsimile delivery or, if mailed, postage prepaid, by
certified mail, return receipt requested as follows:
Quest Quest Net Corp.
0000 X Xxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
With Copy to: Xxxxxxx X. Del Medico, Esq.
00 Xxxx Xxxxx Xxxxx Xxxx
Xxxxxxx Xxxxx, Xxxxxxx 00000
Grupo Internet Grupo Internet Latinoamericano, S.A.
X.X. XXX 0000
Xxxx Xxxx, Xxxxxxx,
Xxxxxxx Xxxxxx Xxxxxxx
With Copy to: Commonwealth Trust Limited
P.O. BOX 3321
Road Town, Tortola,
British Virgin Islands
or to such other address as either of them, by written notice to the other may
designate from time to time. The transmission confirmation receipt from the
sender's facsimile machine shall be conclusive evidence of successful facsimile
delivery. Time shall be counted to, or from, as the case may be, the delivery in
person or by mailing.
11. GOVERNING LAW. This Agreement and any dispute, disagreement, or issue of
construction or interpretation arising hereunder whether relating to its
execution, its validity, the obligations provided herein or performance shall be
brought in a court of competent jurisdiction in Broward County, Florida and
governed or interpreted according to the internal laws of the State of Florida.
12. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement between
the parties and supersedes all prior oral or written agreements regarding the
same subject matter.
13. SEVERABILITY CLAUSE. In the event any parts of this Agreement are found to
be void, the remaining provisions of this Agreement shall nevertheless be
binding with the same effect as though the void parts were deleted.
14. SUCCESSORS. Subject to the provisions of this Agreement, this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
15. SECTION AND PARAGRAPH HEADINGS. The section and paragraph headings in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
16. AMENDMENT. This Agreement may be amended only by an instrument in writing
executed by all parties hereto.
6
17. SCHEDULES. The schedules attached to this Agreement are hereby incorporated
herein.
18. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument. The execution of this Agreement may be
by actual or facsimile signature, provided however that original signatures must
be provided within five business days from the date of signing.
19. BINDING ON PARTIES. In the event that less than all the parties hereto do
not execute this Agreement, this Agreement, nevertheless shall be binding upon
those parties who executed it.
IN WITNESS WHEREOF, the undersigned have executed this Agreement this 28 day of
December 1998.
Signed Sealed & Delivered in our presence.
QUEST NET CORP.
----------------------------- By: /s/ Xxxxxx Xxxxxxx
--------------------------------
Xxxxxx Xxxxxxx, Chairman
GRUPO INTERNET LATINOAMERICANO, S.A.
----------------------------- By: /s/ Juris Magister
--------------------------------
Juris Magister, Director
7
SCHEDULE 1
ASSETS
1
SCHEDULE 1.1
DESCRIPTION OF PREFERRED STOCK
Description of Preferred Stock
The Preferred Stock of Quest Net Corp. was properly authorized by its Board of
Directors and through corporate filings with Secretary of State. The shares to
be issued in connection with this Agreement shall have a designated face value
of ten dollars ($10) per share. Five million (5,000,000) shares of Preferred
are authorized. The Preferred shares have never traded in the market and have
never been registered as a part of any registration statement filed by Quest Net
with the Securities and Exchange Commission. The value of the shares to be
issued in connection with this Agreement was arbitrarily determined by Quest
Net's Board of Directors after taking into consideration, among other things,
the features of the Preferred Stock, the prospects for the company's success in
connection with projects acquired with Preferred Stock, overall market
conditions and the impact of such conditions on the trading of the Quest Net
common stock.
The preferred stock features issued pursuant to this Agreement are:
1. $10.00 face value per share.
2. Redeemable, in whole or in part, by Net Quest at any time. The
redemption price of the Preferred Stock shall be equal to its face value. In the
event that the Preferred shares are not redeemed by Net Quest within 6 months
from the date of issuance, Grupo Internet shall have the option to convert the
Preferred shares not redeemed into the common stock of Net Quest at a conversion
price equal to the average bid and asked price of the common stock for the three
trading days prior to conversion.
3. non-voting
2
SCHEDULE 2.1
LIABILITIES
3
SCHEDULE 7
SECURITY INTERESTS, PLEDGES, CLAIMS, LIENS, ENCUMBRANCES OR OTHER RIGHTS
OF ANY OTHER PERSON OR ENTITY IN THE ASSETS
4
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Miscellaneous Items
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Quantity Description
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1 1400W UPS - Stand Alone
3 1400W UPS - Rack Mounable
1 900W UPS - Stand Alone
6 15 Amp Power Breaker & Distribution Boards
1 DLT2500XT 4+1 Tape Backup System
1 Typhoon 4mm DAT Drive
1 Bay Networks BayStack 350T-HD 24 100/10 Ethernet Switch
1 Bay Networks BayStack 350T 16 Port 100/10 Ethernet Switch
1 10BaseT 24 Port Ethernet Hub
1 Cisco 2501 Frame Relay Router
1 Astrocom Frame Relay CSU/DSU
1 Kentrox Frame Relay CSU/DSU
2 Bay Networks BayStack Frame Relay Routers
3 Portmaster 2e Remote Access Controllers
1 Bay Networks M5000 Remote Access Concentrator
1 Bay Networks 58000 16 Port Switch For M5000
8 Bay Networks 5399 Remote Access Concentrator Modules
2 Kentrox Frame Relay/ATM IDSU
2 Cisco 7200 Seires Frame Relay/ATM Routers
1 Kentrox Frame Relay/ATM SMDSU
10 200W UPS - Stand Xxxxx
0 0 Xxxx 00XxxxX Xxxxxxxx Hubs
1 OkiData 1050 Fax/Copy Machine
1 Toshiba 2532 Turbo Photocopier
8 12 Port Assend RAC Module (2 V.90, 6 V43+)
22 48 Port Assend RAC Module (V34+)
1 6x12 Port + Service Module Assend Max 2000
1 10x48 Port + 2 WAN + Service Module Assend Max 4000T
2 3Com Etherlink III 10BaseT/100BaseT Ethernet Cards
2 Kingston Tulip 10BaseT Ethernet Cards
2 Intel Etherexpress 10BaseT/100BaseT Elthernet Cards
12 Steel Rack Mounts (3 Shelves, Adjustable)
25 Assorted Length Network Cables
25 Assorted Clipart CDROM's
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Page 1 of 8
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Network Servers
--------------------------------------------------------------------------------
Server Name Description
--------------------------------------------------------------------------------
Web Server 150 MHz Alpha MIPS Motherboard, 64MB EDO Ram,
2GB XXXX Hard Disk, RedHat Linux Alpha 4.2
Web Server 150 MHz Alpha MIPS Motherboard, 64MB EDO Ram,
2GB XXXX Hard Disk, RedHat Linux Alpha 4.2
Web Server 150 MHz Alpha MIPS Motherboard, 64MB EDO Ram,
2GB XXXX Hard Disk, RedHat Linux Alpha 4.2
Web Server 150 MHz Alpha MIPS Motherboard, 64MB EDO Ram,
2GB XXXX Hard Disk, RedHat Linux Alpha 4.2
Web Server Pentium 200MHz Motherboard, 64MB EDO Ram,
3GB XXXX Hard Disk, 8x ATAPI CDROM,
RedHat Linux 4.2
Web Server Pentium 166MHz Motherboard, 64MB EDO Ram,
3GB XXXX Hard Disk, 8x ATAPI CDROM,
Windows NT 4 Server
Web Indexer Cyrix 300MHz Motherboard, 256MB EDO Ram,
10GB SCSI II Hard Disk, Symbios Logic 16Bit
SCSI II Controller, Windows NT 4 Server
Web Spiders Pentium 200MHz Motherboard, 64MB EDO Ram,
4GB XXXX Hard Disk, Windows NT 4 Server
Annex Server Pentium 133MHz Motherboard, 64MB EDO Ram,
2GB XXXX Hard Disk, 8x ATAPI CDROM,
Windows NT 4 Server
Web Server Pentium 200MHz Motherboard, 64MB EDO Ram,
Red Hat Linux 4.2 4GB XXXX HD, 8x CDROM
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Page 2 of 8
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Network Servers
--------------------------------------------------------------------------------
Server ID Description
--------------------------------------------------------------------------------
Primary Domain Dec Alpha Multi 166MHz Motherboard, 32MB
True Parity Ram, 2GB SCSI II Hard Disk, NT
4 Server
Secondary Domain Dec Alpha Multi 166MHz Motherboard, 32MB
True Parity Ram, 2GB SCSI II Hard Disk, NT
4 Server
Search Engine Pentium 200MHz Motherboard, 128MB EDO Ram,
Server 4GB XXXX Hard Disk, 4GB XXXX Hard Disk,
Red Hat Linux 5.2
Server Pentium 90MHz Motherboard, 90MB EDO Ram,
4GB XXXX Hard Disk, 8x ATAPI CDROM,
Red Hat Linux 4.2
Primary Web Serv Pentium Pro 200MHz Motherboard, 256MB DIMMS,
8GB SCSI II Hard Disk, 7GB SCSCI II Hard Disk,
24x ATAPI CDROM, Red Hat Linux 5.2,
Intel EtherExpress 100BaseT/10BaseT Ethernet
Secure Server Pentium 166MHz Motherboard, 32MB EDO Ram,
2GB XXXX Hard Disk, 8x ATAPI CDROM,
Windows NT 4 Server
Secondary DNS Pentium 166MHz Motherboard, 64MB EDO Ram,
2GB XXXX Hard Disk, 8x ATAPI CDROM,
Red Hat Linux 4.2
Web Server Pentium 100MHz Motherboard, 64MB EDO Ram,
4GB XXXX Hard Disk, 4GB XXXX Hard Disk,
8x ATAPI CDROM, Travan Surestore 4 Tape,
Windows NT 4 Server
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Page 3 of 8
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OC-12 Smart Ring
--------------------------------------------------------------------------------
Quantity Description
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1 AT&T Light Guide Distribution Shelf
1 Lucent 21" Rack Mount
1 Lucent DSX 3/4 BNC Patch Bay
1 Lucent FLM150 T1/ISDN Patch Bay
1 Fujitsu FLM150 ADM
1 Lucent SLC Series 5 Power Bay
2 Lucent 336A1PU Power Rectifiers
2 Lucent 336A1PU Power Chargers
2 Lucent 336A1PU Power Batery Packs
5 Fujitsu FC9612 ADM Controller Cards
2 Fujitsu FC9612 ADM Smart Ring Fibre Couplers
3 Fujitsu FC9612 ADM T3 Controler Cards
1 Fujitsu FC9612 ADM Smart Ring Monitor/Switch
2 Fujitsu FC9612 ADM Power Monitor/Switch
6 Fujitsu FC9612 ADM Dual T1 Controller Cards
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Page 4 of 8
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Miscellaneous Items
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Quantity Description
--------------------------------------------------------------------------------
1 Cold Fusion Professional 3.1
1 Borland Delphi Professional 3.0
2 MSDN DevNet CDROM Set (1997, 1998)
1 Adobe PhotoShop 4.01
1 Corel Draw 7.0
1 16 Port Ethernet Hub
1 Mv vision Internet Camera Server
4 2400x1200x24Bit Flat Bed Scanners
1 3.5MM To Video Feed Convertor
2 Aluminium Rack Mounts
8 Assorted Shape Shelves For Aluminium Rack Mount
1 Transfer Type CD Labeller
1 FloodGate-1 Anti Syn Flood Module
1 Firewall-1 Control Module
1 Firewall-1 Security Module
1 Firewall-1 Firewall Module
2 Frontpage 97 (Mac & PC)
1 Frontpage 98
4 Red Hat Linux (Intel/Alpha - 4.2/5.2)
1 Xxxxxxxx 0
2 Solaris x86 (2.5.2 & 2.6)
1 IBM AntiVirus
1 Web Painter
1 Web Motion
3 Windows NT Server 4
2 Windows NT Workstation 4
1 ACT Database
7 Windows 95 (Release 1, 2B and 3)
1 MSQL Server 6.5
1 MSQL Worstation 6.5
1 PowerTCP 5
1 Rubicon 1.1 For Delphi 3
1 Corel Web Graphics
1 Barcode Anthing
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Page 5 of 8
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Network Workstations
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Workstation ID Description
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PC Pentium 200MHz Motherboard, 128MB EDO Ram,
4GB SCSI II Hard Drive, 4GB XXXX Hard Drive,
3GB XXXX Hard Drive, 8x SCSI II CDROM,
2x SCSI II CDROM Writable, Matrox Millenium 4MB
Video Card, Sound Blaster 16Bit Sound Card,
Symbios Logic SCSI Card, Windows NT Workstation
PC Pentium 133MHz Motherboard, 80MB EDO Ram,
2GB XXXX Hard Drive, Sound Blaster 16Bit Sound
Card, 24x ATAPI CDROM, OkiData 4W Laser Printer,
Windows 95
PC Cyrix 586 233MHz Motherboard, 32MB EDO Ram,
2GB XXXX Hard Drive, Sound Blaster 16Bit Sound
Card, 24x XXXXX XXXXX, XX000X Color Printer,
Windows 95
PC Pentium 200MHz Motherboard, 64MB EDO Ram,
2GB XXXX Hard Drive, 24x ATAPI CDROM, Sound
Blaster 16Bit Sound Card, HP672C Color Printer,
Windows NT 4 Server
PC AMD K5 233MHz Motherboard, 64MB EDO Ram,
3GB XXXX Hard Drive, 24x ATAPI CDROM,
Opti Audio OPL3 Sound Card, Windows 95
PC Pentium 133MHz Motherboard, 64MB EDO Ram,
3GB XXXX Hard Disk, 8x ATAPI CDROM,
Windows 95
PC AMD K5 233MHZ Motherboard, 64MB EDO Ram,
3GB XXXX Hard Drive, 24x ATAPI CDROM,
Windows 95
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Page 6 of 8
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Network Servers
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Server ID Description
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Server Mail Pentium 166MHz Motherboard, 128MB EDO Ram,
4GB SCSCI II Hard Disk, 8x SCSI II CDROM,
Windows NT 4 Server
Electronic Mail Dec Alpha Multi 166MHz Motherboard, 64MB
True Parity Ram, 2GB SCSI II Hard Disk,
Red Hat Linux 4.2 Alpha
Mail Server Pentium 200MHz Motherboard, 64MB EDO Ram,
4GB XXXX Hard Disk, 4GB XXXX Hard Disk,
Red Hat Linux 5.2
Primary DNS Pentium 200MHz Motherboard, 128MB EDO Ram,
3GB SCSI II Hard Disk, 4GB SCSI II Hard Disk,
12x SCSI II CDROM, Red Hat Linux 4.2,
EtherExpress III 000XxxxX Xxxxxxxx
Workstation Items Unless otherwise described all workstations come with
either a Kingston Tulip 10BaseT or 3Com Etherlink III
10BaseT Ethernet, Keyboard, Mouse (PS2 or Serial),
Mouse Pad, 15" or 17" Monitor (SVGA), SVGA
Graphics Card (1024x768x24Bit minimum), Sound
Card (Sound Blaster 16Bit or Compatible).
Misc Server Items Unless otherwise described all servers come with
either a Kingston Tulip 10BaseT or 3Com Etherlink III
10BaseT Ethernet, Keyboard, Mouse (PS2 or Serial),
VGA Graphics Card (640x480x256 minimum)
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OC-3
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Quantity Description
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1 AT&T Light Guide Distribution Shelf
1 Lucent 21" Rack Mount
1 Lucent DSX 3/4 BNC Patch Bay
1 Lucent FLM150 T1/ISDN Patch Bay
1 Fujitsu FLM150 ADM
1 Lucent SLC Series 5 Power Bay
2 Lucent 336A1PU Power Rectifiers
2 Lucent 336A1PU Power Chargers
2 Lucent 336A1PU Power Batery Packs
5 Fujitsu FC9612 ADM Controller Cards
2 Fujitsu FC9612 ADM Switching Fibre Couplers
2 Fujitsu FC9612 ADM T3 Controler Cards
1 Fujitsu FC9612 ADM Fibre Optic Monitor/Switch
2 Fujitsu FC9612 ADM Power Monitor/Switch
6 Fujitsu FC9612 ADM Dual T1 Controller Cards
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