{"id":43703,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-purchase-agreement-qwest-communications-corp-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-purchase-agreement-qwest-communications-corp-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-purchase-agreement-qwest-communications-corp-and.html","title":{"rendered":"Stock Purchase Agreement &#8211; Qwest Communications Corp. and NewSuperNet"},"content":{"rendered":"<pre>                            STOCK PURCHASE AGREEMENT\n\n                           Dated September 30 , 1997\n\n                                  by and among\n\n                       QWEST COMMUNICATIONS CORPORATION,\n                             a Delaware corporation\n\n                                      and\n\n                                  NEWSUPERNET\n\n \n                               TABLE OF CONTENTS\n                               -----------------\n\n                                                                            Page\n                                                                            ----\n\nSECTION 1.    Certain Definitions............................................. 1\n\nSECTION 2.    Transfer of Shares, Issuance of New Shares and Payment of\n              Purchase Price and Issuance Price............................... 5\n        2.1   Shares to be Transferred by the Shareholder..................... 5\n        2.2   New Shares to be Issued by the Corporation...................... 5\n        2.3   Amount of Purchase Price and Issuance Price..................... 5\n        2.4   Payment of Purchase Price and Issuance Price.................... 5\n        2.5   Purchase Price Adjustment....................................... 6\n\nSECTION 3.    Representations and Warranties of the Shareholder............... 7\n        3.1   Good Standing................................................... 7\n        3.2   Articles of Incorporation; By-Laws; Minute Books................ 7\n        3.3   Authorization - No Liens........................................ 8\n        3.4   Authorized Capitalization....................................... 9\n        3.5   Subsidiaries; Investments; Affiliate Notes...................... 9\n        3.6   Financial Statements............................................ 9\n        3.7   Records and Books of Account....................................10\n        3.8   Liabilities.....................................................10\n        3.9   Title to Assets; Liens and Encumbrances.........................11\n        3.10  Equipment; Real Property........................................11\n        3.11  Leased Premises.................................................12\n        3.12  Intellectual Property...........................................12\n        3.13  Contracts.......................................................15\n        3.14  Purchase and Sales Commitments and Orders;\n              Principal Customers.............................................17\n        3.15  Labor Relations; Employees......................................17\n        3.16  Legal Proceedings...............................................18\n        3.17  Orders, Decrees, Etc............................................18\n        3.18  Compliance With Law; Permits and Licenses.......................18\n        3.19  Changes Since the Balance Sheet Date; No Material Adverse\n              Change..........................................................20\n        3.20  No Change.......................................................21\n        3.21  Capital Projects and Expenditures...............................21\n        3.22  Employee Benefits...............................................22\n        3.23  Governmental Approvals..........................................24\n        3.24  Tax Matters.....................................................24\n        3.25  Insurance Coverage..............................................26\n\nSECTION 4.    Representations and Warranties of Buyer.........................26\n        4.1   Good Standing...................................................26\n        4.2   Authorization...................................................26\n        4.3   Investment Representations......................................27\n\n                                       i\n\n \n                                                                            Page\n                                                                            ----\n\nSECTION 5.    Conditions of Buyer's Obligations to Close......................27\n        5.1   Agreements and Conditions.......................................28\n        5.2   Representations and Warranties..................................28\n        5.3   No Legal Proceeding.............................................28\n        5.4   Deliveries......................................................28\n        5.5   Legal Opinion...................................................28\n\nSECTION 6.    Conditions of the Shareholder's Obligation to Close.............29\n        6.1   Agreements and Conditions.......................................29\n        6.2   Representations and Warranties..................................29\n        6.3   Deliveries......................................................29\n        6.4   Ratification....................................................29\n        6.5   Fairness Opinion................................................29\n        6.6   Contribution Agreements.........................................29\n\nSECTION 7.    Deliveries of the Shareholder on the Closing Date...............29\n        7.1   Stock Certificates..............................................30\n        7.2   Corporate Records...............................................30\n        7.3   Resignations....................................................30\n        7.4   Employment Agreements...........................................30\n        7.5   Consents........................................................30\n        7.6   Possession of Assets............................................30\n        7.7   Escrow Agreement................................................30\n        7.8   Stock Option Agreements.........................................30\n        7.9   Shareholder's Consent...........................................31\n\nSECTION 8.    Deliveries of Buyer on the Closing Date.........................31\n\nSECTION 9.    Additional Covenants............................................31\n        9.1   Information and Access..........................................31\n        9.2   Cooperation.....................................................32\n        9.3   Further Assurances of the Shareholder...........................32\n        9.4   Further Assurances of Buyer.....................................32\n        9.5   Non-Competition Covenants.......................................33\n\nSECTION 10.   Indemnification.................................................34\n        10.1  Indemnification by the Shareholder..............................34\n        10.2  Indemnification by Buyer........................................36\n        10.3  Procedures for Third Party Indemnification......................36\n\nSECTION 11.   Survival of Representations.....................................37\n\n                                      ii\n\n \n                                                                            Page\n                                                                            ----\n\nSECTION 12.   Brokerage Indemnity.............................................37\n\nSECTION 13.   Notices.........................................................38\n\nSECTION 14.   Termination.....................................................39\n\nSECTION 15.   Miscellaneous...................................................40\n        15.1  Entire Agreement................................................40\n        15.2  Taxes...........................................................40\n        15.3  Governing Law...................................................41\n        15.4  Representation by Counsel.......................................41\n        15.5  Benefit of Parties; Assignment..................................42\n        15.6  Pronouns........................................................42\n        15.7  Headings........................................................42\n        15.8  Expenses........................................................42\n        15.9  Counterparts....................................................43\n\n                                      iii\n\n \n                            STOCK PURCHASE AGREEMENT\n\n\n     This STOCK PURCHASE AGREEMENT, dated September 30, 1997 (this \"Agreement\"),\nis by and among QWEST COMMUNICATIONS CORPORATION, a Delaware corporation\n(\"Buyer\"), and NEWSUPERNET, a Colorado nonprofit corporation (the\n\"Shareholder\"), the sole shareholder of SuperNet, Inc., a Colorado corporation\n(the \"Corporation\").\n\n                                   RECITALS:\n                                   -------- \n     A.   The Shareholder owns all of the issued and outstanding shares of\ncapital stock of the Corporation.\n\n     B.   Buyer desires to purchase from the Shareholder, and the Shareholder\ndesires to sell to Buyer, on the terms and conditions set forth herein, all of\nthe issued and outstanding shares of capital stock of the Corporation, and Buyer\nfurther desires to purchase from the Corporation 28,000 shares of the common\nstock, $.01 par value, of the Corporation to be issued at the Closing (defined\nbelow).\n\n                                   AGREEMENT\n                                   ---------\n\n     NOW, THEREFORE, in consideration of the foregoing, and the mutual\nagreements, representations, warranties and covenants contained herein, and for\nother good and valuable consideration set forth herein, the parties hereto agree\nas follows:\n\n     SECTION 1.     Certain Definitions.  For purposes of this Agreement, the\n                    -------------------                                      \nfollowing terms shall have the respective meanings set forth below:\n\n                                      -1-\n\n \n     \"Actions\" mean any claims, actions, suits, proceedings and investigations,\nwhether at law or in equity, before any court, arbitrator, arbitration panel or\nGovernmental Authority.\n\n     \"Affiliate\" of a party means any Person that, directly or indirectly,\ncontrols, is controlled by, or is under common control with, such party.\n\n     \"Balance Sheet\" has the meaning specified in Section 3.6 below.\n\n     \"Balance Sheet Date\" means June 30, 1997.\n\n     \"Balance Sheet Stockholders' Equity\" means the \"Projected June 97\" Ending\nEquity line item shown on Schedule 2.5.\n\n     \"Closing\" means the closing of the transactions contemplated hereby, which\nshall take place at the offices of Holme Roberts &amp; Owen LLP, Denver, Colorado,\non the Closing Date commencing at 10:00 A.M., or at such other time or place as\nthe parties may agree upon in writing, and shall be effective as of the close of\nbusiness on the Closing Date.\n\n     \"Closing Date\" means October 22, 1997 or such other date as the parties may\nagree upon in writing.\n\n     \"Closing Stockholders' Equity\" means the stockholders' equity of the\nCorporation determined in accordance with GAAP as of the Closing Date, exclusive\nof the Issuance Price.\n\n     \"Code\" means the Internal Revenue Code of 1986, as amended.\n\n     \"Contracts\" mean all contracts, agreements, indentures, licenses, leases,\ncommitments, plans, arrangements, sales orders and purchase orders of every\nkind, whether written or oral.\n\n     \"Damages\" mean losses, liabilities, obligations, penalties, costs, damages,\nclaims and expenses (including reasonable costs of investigation and attorneys'\nfees and disbursements).\n\n     \"ERISA\" means the Employee Retirement Income Security Act of 1974, as\namended, and the rules and regulations promulgated thereunder.\n\n                                      -2-\n\n \n     \"ERISA Affiliate\" means the Corporation and each corporation, partnership\nor other trade or business, whether or not incorporated, which is or has been\ntreated as a single employer or controlled group member with the Corporation\npursuant to Code Section 414 or ERISA Section 4001.\n\n     \"GAAP\" means generally accepted accounting principles in the United States.\n\n     \"Governing Boards\" means the Board of Regents of the University of\nColorado, the Colorado State Board of Agriculture, the Board of Trustees of the\nColorado School of Mines and the Colorado Advanced Technology Institute\nCommission.\n\n     \"Governmental Authority\" means any agency, instrumentality, department,\ncommission, court, tribunal or board of any government, whether foreign or\ndomestic and whether national, Federal, state, provincial or local.\n\n     \"Intellectual Property\" and \"Intellectual Property Rights\" have the\nmeanings ascribed to them in Section 3.12.\n\n     \"Issuance Price\" has the meaning specified in Section 2.3 below.\n\n     \"Laws\" mean laws, rules, regulations, codes, orders, ordinances, judgments,\ninjunctions and decrees.\n\n     \"Liabilities\" mean debts (including interest thereon and any prepayment\npenalties applicable thereto), liabilities, claims, obligations, duties and\nresponsibilities of any kind and description, whether absolute or contingent,\nmonetary or non-monetary, direct or indirect, known or unknown or matured or\nunmatured, or of any other nature.\n\n     \"Lien\" means any security interest, lien, mortgage, claim, charge, pledge,\nrestriction, equitable interest or encumbrance of any nature.\n\n                                      -3-\n\n \n     \"Material\" with respect to the Corporation means an event, change or\ncircumstance that substantially  affects the condition (financial or otherwise),\nassets, business as currently conducted, or operations of the Corporation.\n\n     \"Material Adverse Effect\" means an event, change or circumstance that\nsubstantially and adversely affects the condition (financial or otherwise),\nassets, business as currently conducted, or operations of the Corporation.\n\n     \"New Shares\" means with respect to the Corporation 28,000 shares of its\ncommon stock, $.01 par value, to be issued at the Closing.\n\n     \"Optionholders\" means the holders of options to purchase shares of common\nstock of the Corporation granted pursuant to the Corporation's 1995 Performance\nStock Option Plan.\n\n     \"Person\" means any natural person, corporation, trust, business trust,\njoint venture, association, company, firm, partnership or other entity or\ngovernment or Governmental Authority.\n\n     \"Purchase Price\" has the meaning specified in Section 2.3 below.\n\n     \"Returns\" mean all returns, declarations, reports, forms, estimates,\ninformation returns and statements required to be filed with or supplied to any\nGovernmental Authority in connection with any Taxes.\n\n     \"Shares\" means with respect to the Corporation all of the issued and\noutstanding shares of capital stock of that corporation.\n\n     \"Taxes\" mean all taxes, charges, fees, levies, customs, duties or other\nassessments, including, without limitation, income, gross receipts, excise, real\nand personal property, sales, transfer, license, payroll and franchise taxes\nimposed by any Governmental Authority and shall include any interest, penalties\nor additions to tax attributable to any of the foregoing.\n\n                                      -4-\n\n \n     SECTION 2.     Transfer of Shares, Issuance of New Shares and Payment of\n                    ---------------------------------------------------------\nPurchase Price and Issuance Price.\n--------------------------------- \n\n     2.1  Shares to be Transferred by the Shareholder.  Based upon and subject\n          -------------------------------------------                         \nto the terms, agreements, warranties, representations and conditions of this\nAgreement, the Shareholder hereby agrees to sell, convey, transfer, assign and\ndeliver to Buyer on the Closing Date, and Buyer hereby agrees to buy and accept\non the Closing Date, all of the Shares of the Corporation held by the\nShareholder.\n\n     2.2  New Shares to be Issued by the Corporation.  Based upon and subject to\n          ------------------------------------------                            \nthe terms, agreements, warranties, representations and conditions of this\nAgreement, the Shareholder hereby agrees to cause the Corporation to issue, sell\nand deliver to Buyer on the Closing Date, and Buyer hereby agrees to buy and\naccept on the Closing Date, all of the New Shares.\n\n     2.3  Amount of Purchase Price and Issuance Price.  The total consideration\n          -------------------------------------------                          \nto be paid by Buyer for the Shares (the \"Purchase Price\") shall be\n$15,900,000.00, minus any Purchase Price adjustment as provided in Section 2.5,\nand the total consideration to be paid by the Buyer for the New Shares (the\n\"Issuance Price\") shall be $4,100,000.00.\n\n     2.4  Payment of Purchase Price and Issuance Price.  On the Closing Date,\n          --------------------------------------------                       \nBuyer shall pay: (i) to the Shareholder the Purchase Price described in Section\n2.3 less $1,000,000.00 of such amount (which shall be deposited with Norwest\nBank Colorado, N.A., as escrow agent (the \"Escrow Agent\") under the escrow\nagreement attached hereto as Exhibit A (the \"Escrow Agreement\"), and subject to\nthe provisions of Section 2.5) and (ii) to the Corporation the Issuance Price,\nin each case by means of a wire transfer of immediately available funds to the\naccount number and depository previously designated by the Shareholder (or\notherwise as directed by the Shareholder).\n\n                                      -5-\n\n \n     2.5  Purchase Price Adjustment.  The Purchase Price shall be reduced by the\n          -------------------------                                             \namount, if any, by which the Balance Sheet Stockholder's Equity exceeds the\nClosing Stockholder's Equity.  Promptly following the Closing Date (but in any\nevent no later than 45 days after the Closing Date) the Corporation shall\nprepare, in accordance with GAAP, a balance sheet showing the Closing\nStockholder's Equity.  Buyer shall review the balance sheet and the Closing\nStockholder's Equity shown thereon and propose any adjustments it considers\nappropriate. Notice of the amount of the Closing Stockholder's Equity with such\nproposed adjustments, if any, shall be given to the Shareholder.  The\nShareholder shall have a period of 30 days after receipt of such notice to give\nto Buyer a notice (an \"Objection Notice\") specifying in reasonable detail any\nobjections it may have to Buyer's proposed adjustments to the Closing\nStockholder's Equity to the extent of any proposed adjustments that have the\neffect of reducing the Closing Stockholder's Equity.  If an Objection Notice is\nnot given by the Shareholder within such 30-day period or if Buyer proposed no\nadjustments to the Closing Stockholder's Equity, then the Closing Stockholder's\nEquity, as adjusted by Buyer's proposed adjustments (if applicable), shall be\naccepted as final, binding and conclusive on the parties hereto.  If an\nObjection Notice is given by the Shareholder within such 30-day period, the\nShareholder and Buyer shall attempt to reconcile such items as are in dispute.\nIf the Shareholder and Buyer are unable to reconcile all such items within 30\ndays after the date on which the Objection Notice is given, then a\nrepresentative of the Shareholder and a representative of Buyer each will\ndesignate a firm of independent public accountants, and such firms will\ndesignate a third firm of independent public certified accountants to determine\nsuch items as remain in dispute.  The determination of the items in dispute by\nthe third firm shall be final, binding and conclusive on the parties hereto.\nThe fees and expenses of the designated accounting firms mentioned above shall\nbe shared equally by \n\n                                      -6-\n\n \nthe Shareholder and Buyer. If the Closing Stockholder's Equity, as adjusted (if\napplicable), is equal to or greater than the Balance Sheet Stockholder's Equity,\nBuyer and the Shareholder shall give joint written instruction promptly to the\nEscrow Agent to release the entire amount on deposit with the Escrow Agent to\nthe Shareholder. If the Closing Stockholder's Equity, as adjusted (if\napplicable), is less than the Balance Sheet Stockholder's Equity, Buyer and the\nShareholder shall give (i) joint written instructions promptly to the Escrow\nAgent to release the amount of such shortfall to Buyer and the remainder on\ndeposit with the Escrow Agent to the Shareholder or (ii) if the amount withheld\nfrom the Purchase Price at Closing and deposited with the Escrow Agent is\ninsufficient, give joint written instructions promptly to the Escrow Agent to\nrelease the entire amount on deposit with the Escrow Agent to Buyer and the\nShareholder shall pay to Buyer the remaining amount of such shortfall.\n\n     SECTION 3.     Representations and Warranties of the Shareholder.  The\n                    -------------------------------------------------      \nShareholder hereby warrants and represents to and agrees with Buyer as follows:\n\n     3.1  Good Standing.  The Corporation (i) is a corporation duly organized,\n          -------------                                                       \nvalidly existing and in good standing under the laws of Colorado, (ii) has full\npower and authority to own, lease and operate its properties and assets and to\nconduct its business as now being conducted and (iii) is duly qualified to do\nbusiness in and is in good standing in the jurisdictions where the nature of its\nbusiness or the character of properties owned or used by it makes such\nqualification necessary, except where the failure to qualify could not\nreasonably be expected to have a Material Adverse Effect.\n\n     3.2  Articles of Incorporation; By-Laws; Minute Books.  True and complete\n          ------------------------------------------------                    \ncopies of the Articles of Incorporation and By-Laws, as amended to and including\nthe date hereof, of the \n\n                                      -7-\n\n \nCorporation have been delivered to Buyer. The minute books, stock books and\nstock transfer records of the Corporation, true and complete copies of which\nhave been delivered to Buyer, contain, respectively, true and complete minutes\nand records of all issuances and transfers of capital stock of the Corporation\nand of all minutes and records of all meetings, consents, proceedings and other\nactions of the Shareholder, board of directors and committees of the board of\ndirectors of the Corporation since the date of its incorporation.\n\n     3.3  Authorization - No Liens.  Subject to obtaining ratification of the\n          ------------------------                                           \nGoverning Boards as described in this Section 3.3, the Shareholder has the\nrequisite power and authority to enter into this Agreement and to consummate the\ntransactions contemplated hereby.  This Agreement has been duly authorized by\nthe Shareholder's Board of Directors and constitutes the valid and binding\nobligation of the Shareholder, enforceable against it in accordance with its\nterms, except that enforceability may be limited by bankruptcy, insolvency,\nreorganization, moratorium or similar laws relating to creditors' rights\ngenerally and the availability of equitable remedies may be limited by equitable\nprinciples of general applicability, and except that, pursuant to the Articles\nof Incorporation of the Shareholder, this Agreement will not be effective or\nbinding upon the Shareholder unless and until it is ratified by each of the\nGoverning Boards. Except for ratification of this Agreement by each of the\nGoverning Boards and as set forth on Schedule 3.3, no consent of any lender,\ntrustee or other Person is required for the Shareholder to enter into and\ndeliver this Agreement or to consummate the transactions contemplated hereby,\nnor does any Contract, mortgage or other instrument to which such Person or the\nCorporation is a party or by which such Person or the Corporation is bound or\naffecting any of their respective properties conflict with or restrict the\nexecution and delivery of this Agreement or the consummation of the transactions\ncontemplated hereby.  The Shares are owned of record and \n\n                                      -8-\n\n \nbeneficially by the Shareholder and are not subject to any Lien, or to any\nrestriction on their transfer that would prohibit transfer of the Shares to\nBuyer hereunder, and upon delivery at the Closing Buyer will have good and\nmarketable title to the Shares, as well as to the New Shares, free and clear of\nany Lien or restriction on transfer, except as set forth in Section 4.3.\n\n     3.4  Authorized Capitalization.  The authorized capital stock of the\n          -------------------------                                      \nCorporation consists solely of 10,000,000 shares of common stock, $.01 par\nvalue, of which 100,000 shares are issued and outstanding.  All of the issued\nand outstanding capital stock of the Corporation is validly issued and\noutstanding, fully paid and nonassessable, and is owned beneficially and of\nrecord by the Shareholder.  Except as set forth on Schedule 3.4, there are no\noutstanding warrants, options or rights (preemptive or otherwise) or other\nsecurities, plans or agreements that give the holder or any other Person the\nright to purchase or otherwise acquire (whether from the Corporation, the\nShareholder or an Affiliate of the Shareholder) any shares of capital stock of\nthe Corporation or any securities convertible into, exchangeable or exercisable\nfor shares of such capital stock or under which any such warrant, option, right\nor security may be issued in the future or under which any Person has a right to\npayments measured by reference to the net book value or market value of the\nCorporation or any division or subsidiary of the Corporation.\n\n     3.5  Subsidiaries; Investments; Affiliate Notes.  Except as set forth on\n          ------------------------------------------                         \nSchedule 3.5, the Corporation has no direct or indirect subsidiaries and has\nmade no advances to or investments in, and does not own any securities of or\nother interests in, any Person.  Schedule 3.5 contains a list of all notes held\nby the Corporation issued by the Shareholder or any Affiliate of the\nShareholder.\n\n     3.6  Financial Statements.  Annexed hereto as Schedule 3.6 are (a) an\n          --------------------                                            \naudited balance sheet for the Corporation as of the Balance Sheet Date and the\nnotes thereto (the \"Balance \n\n                                      -9-\n\n \nSheet\"), (b) audited statements of operations, Stockholder's equity and cash\nflows and the notes thereto for the fiscal year ended on the Balance Sheet Date,\n(c) audited financial statements for the Corporation comparable to those\ndescribed in clauses (a) and (b) above, but as of and for the fiscal year ended\nJune 30, 1996 and (d) the reports of the independent auditor on the foregoing\nfinancial statements. The Balance Sheet and the other financial statements\nreferred to in the preceding sentence are referred to collectively as the\n\"Financial Statements.\" The Financial Statements in each case have been prepared\nin accordance with GAAP heretofore adopted by and applied consistently with the\npast practices of the Corporation and fairly present the financial condition,\nresults of operations and cash flow of the Corporation as of, or for the years\nor period ended on, their respective dates. Since the Balance Sheet Date, the\nCorporation has conducted its business in a consistent manner without change of\npolicy or procedure including, without limitation, its practices in connection\nwith the treatment of revenue recognition, capitalization policies, reserves and\nexpenses.\n\n     3.7  Records and Books of Account.  Since July 1, 1995, the records and\n          ----------------------------                                      \nbooks of account of the Corporation have been regularly kept and maintained in\nconformity with GAAP consistently applied.\n\n     3.8  Liabilities.  On the Balance Sheet Date, there were no Liabilities of\n          -----------                                                          \nthe Corporation that would have been required by GAAP to be included on the\nBalance Sheet as of such date other than those Liabilities disclosed or provided\nfor on the Balance Sheet.  There are no other Liabilities of the Corporation\nexcept (i) those incurred since the Balance Sheet Date in the ordinary course of\nbusiness consistent with past practice and not in violation of or in conflict\nwith any of the terms, agreements, warranties, representations and conditions of\nthe Shareholder contained in this Agreement, (ii) those set forth in Schedule\n3.8 hereto and (iii) those which \n\n                                     -10-\n\n \ncould not reasonably be expected to have, individually or in the aggregate, a\nMaterial Adverse Effect.\n\n     3.9  Title to Assets; Liens and Encumbrances.  The Corporation is the owner\n          ---------------------------------------                               \nof, and has good and marketable title to, or a valid leasehold interest in, all\nof the assets, properties and rights currently used in or required to be used in\nthe operation of the business of the Corporation, free and clear of all Liens\nexcept for the Liens, if any, set forth on the Balance Sheet or on Schedule 3.9\nhereto.  The assets, properties and rights referred to in the preceding sentence\ninclude, without limitation, all assets, properties, rights and business of the\nCorporation shown or reflected on the Balance Sheet or acquired by the\nCorporation since the Balance Sheet Date except only for cash and inventories\nand other assets sold and receivables collected in the ordinary course of\nbusiness consistent with the past practice of the Corporation since the Balance\nSheet Date.  The Corporation owns all of the assets used by it in the operation\nand conduct of its business, or required by it for the normal conduct of its\nbusiness, except for those assets leased under leases specifically identified on\nSchedule 3.11 hereto.\n\n     3.10 Equipment; Real Property.\n          ------------------------ \n\n          (a) Schedule 3.10(a) sets forth a list of substantially all the\nequipment owned, leased under capitalized leases or operating leases or\notherwise used by the Corporation in the conduct of its business.  Except as\ndescribed on Schedule 3.10,  throughout the last 12 months the Corporation has\nconsistently maintained the equipment, and all of the equipment necessary for\nthe conduct of the business of the Corporation is in good working order and\ncondition, normal wear and tear excepted.  All equipment listed on Schedule\n3.10(a) is either owned by the Corporation or leased under an agreement\nreflected on Schedule 3.11.\n \n          (b) The Corporation owns no real property.\n\n                                     -11-\n\n \n     3.11 Leased Premises.  Schedule 3.11 sets forth a true and complete list of\n          ---------------                                                       \neach lease of premises or equipment executed by or binding upon the Corporation\nas lessee, sub-lessee, tenant or assignee (the \"Leased Premises\" and the \"Leased\nEquipment\") setting forth in each case a brief description of the premises or\nequipment covered thereby, the rental payable thereunder and the term (including\nany extensions available) thereof.  Except as set forth on Schedule 3.11, each\nsuch lease is in full force and effect without any Material default or breach\nthereof by the Corporation or, to the knowledge of the Shareholder, any other\nparty thereto.  Except as set forth on Schedule 3.11, no consent of any\nlandlord, lessor or any other party is required under any such lease by reason\nof or in connection with the transfer of the Shares to Buyer as provided for in\nthis Agreement and to keep such lease in full force and effect after the\nexecution and delivery of this Agreement and the consummation of the\ntransactions contemplated hereby.  True and complete copies of all leases\nrequired to be listed on Schedule 3.11, including all amendments, addenda,\nwaivers and all other binding documents affecting the tenant's rights\nthereunder, have heretofore been made available to Buyer.  As used in this\nAgreement, the terms \"to the knowledge,\" \"known to,\" and other phrases of like\nsubstance are to be broadly construed (i) to include the knowledge of the\nShareholder in making the representation and (ii) to represent that the\nShareholder in making the representation has caused reasonably due inquiry and\ninvestigation to be made by officers of the Corporation into the matter\nrepresented to be true.\n\n     3.12 Intellectual Property.\n          --------------------- \n\n     (a)  The Corporation has the right to use all \"Intellectual Property\" that\nis used in and Material to the conduct of business of the Corporation as\ncurrently conducted.  For purposes of this Agreement, \"Intellectual Property\"\nshall mean all tangible or intangible proprietary rights to intellectual\nproperty, including any such rights under any patent, trademark, trade name,\nservice \n\n                                     -12-\n\n \nmark, copyright, mask work, trade secret, schematic, computer software\nsource code or object code, know-how, and any application or registration\nrelating to any such right.\n\n     (b) Schedule 3.12 lists all Intellectual Property owned by or licensed to\nthe Corporation that is (i) Material to the conduct of the Corporation's\nbusiness as currently conducted and (ii) the subject of (A) a patent or patent\napplication, (B) a registered trademark, service mark or trade name or an\napplication for such registration, or (C) a registered copyright (collectively,\nthe \"Intellectual Property Rights\").  Schedule 3.12 also identifies those\ncurrently marketed software products of the Corporation that embody any of the\nworks of authorship that are the subject of any of the copyrights listed in such\nSchedule.\n\n     (c) The Corporation is not, nor as a result of the execution and delivery\nof this Agreement or the performance of the Shareholder's obligations hereunder\nwill be, in violation of, or lose any rights pursuant to any license, sublicense\nor agreement described in Schedule 3.12.\n\n     (d) Except as set forth in Schedule 3.12, the Intellectual Property Rights\nowned by the Corporation are owned free and clear of any Liens and except for\nthe rights of licensees under licenses granted by the Corporation in the\nordinary course of its business, no other person has any right, title or\ninterest in or to any of such Intellectual Property Rights.  Except as set forth\nin Schedule 3.12, the Intellectual Property Rights licensed by the Corporation\nare licensed pursuant to written license agreements that, exclusive of any\nrelated maintenance, support or like agreements, do not obligate any payment of\nany license fee to any third party in respect thereof in an amount in excess of\n$5,000.00 per annum.\n\n     (e) No claims with respect to the Intellectual Property Rights have been\nasserted or, to the knowledge of the Shareholder, are threatened by any Person:\n(i) to the effect that the manufacture, sale or use of any product as now used\nor offered for sale by the Corporation \n\n                                     -13-\n\n \ninfringes any Intellectual Property right of any other Person, (ii) that would\nprohibit or restrict the use by the Corporation of any of the Intellectual\nProperty Rights, or (iii) that challenge the ownership, validity or\nenforceability of any of the Intellectual Property Rights.\n\n     (f) All patents, registered trademarks or service marks and registered\ncopyrights listed on Schedule 3.12 are valid and subsisting.\n\n     (g) To the knowledge of the Shareholder, and except for such matters\nrelating to trademarks and service marks as are set forth in subsection 3.12(i)\nbelow, there has not been and there is not now any material unauthorized use,\ninfringement or misappropriation of any of the Intellectual Property Rights by\nany third party, including, without limitation, any employee or former employee\nof the Corporation.\n\n     (h) No Intellectual Property Right owned by the Corporation is subject to\nany outstanding order, judgment, decree, stipulation or agreement restricting in\nany manner the licensing thereof by the Corporation.  Except for indemnities\nrelated to derivative works prepared by the Corporation that extend an indemnity\nto the proprietor of the preexisting work in respect of the works of authorship\ncontributed by the Corporation to such preexisting work, the Corporation has not\nentered into any agreement to indemnify any other person against any charge of\ninfringement of any Intellectual Property Right.  The Corporation has not\nentered into any agreement granting any third party the right to bring\ninfringement actions with respect to, or otherwise to enforce rights with\nrespect to, any Intellectual Property Right.  The Corporation has exclusive\nright to file, prosecute and maintain all applications and registrations with\nrespect to the Intellectual Property Rights owned by the Corporation.\n\n     (i) The Intellectual Property Rights include the registered trademark\n\"Colorado SuperNet\" and certain common law rights in the expression \"SuperNet\",\nand the Corporation has \n                                     -14-\n\n \nfiled an application for federal trademark registration of the \"SuperNet\"\nexpression. Notwithstanding any other provision in this Agreement, the\nShareholder makes no representation or warranty concerning any exclusive rights\nin the \"SuperNet\" expression nor concerning its registrability under the Lanham\nAct, other than the representations that: (i) the Corporation has used the\nexpression, both alone and as part of the composite \"Colorado SuperNet\" mark,\n(ii) the Corporation has a good faith belief that it has a reasonable basis for\nasserting trademark or service mark rights in the expression, and (iii) with the\nknowledge that there are other users of expressions including \"super net\" and\nother similar designations, the Corporation has undertaken what the Shareholder\nbelieves in good faith to be commercially reasonable steps to protect its\n\"SuperNet\" expression from such unauthorized use, infringement or\nmisappropriation as would have a Material Adverse Effect.\n\n     3.13 Contracts.  Except for the leases described in Schedule 3.11 hereto,\n          ---------                                                           \npurchase and sales commitments entered into in the ordinary course of business\nconsistent with past practice and except as set forth on Schedule 3.13, the\nCorporation is not a party to, or subject to or bound by, any (i) lease; (ii)\nroyalty, distribution, agency, territorial or license agreement; (iii) Contract\n(for employment or otherwise) with any officer, employee, director or the\nShareholder (or any Affiliate of any such officer, employee, director or the\nShareholder) or any professional person or firm, consultant, independent\ncontractor or advertising firm or agency; (iv) Contract or collective bargaining\nagreement with any labor union or representative of employees; (v) Contract\nguaranteeing the payment or performance of the obligations of others (vi)\nContract pursuant to which indebtedness may be incurred or is outstanding; (vii)\n\"employee benefit plan\" (as defined in Section 3(3) of ERISA) or any stock\noption plan, stock purchase plan or Material fringe benefit plan, agreement,\npolicy or understanding (whether written or oral, qualified or \n\n                                     -15-\n\n \nnonqualified) that provides benefits, or describes policies or procedures\napplicable, to any officer, employee, director, former officer, former employee\nor former director (or any dependent of any of the foregoing) of the Corporation\nor any ERISA Affiliate thereof; (viii) Contract limiting the freedom of the\nCorporation to engage in any line of business or to compete with, solicit or\nhire any Person; (ix) Contract not entered into in the ordinary course of\nbusiness that involves $5,000 or more and is not cancelable without penalty\nwithin 90 days; (x) any joint venture agreement or other Contract with respect\nto the operation or management of any entity; or (xi) any other Contract that\ninvolves payments by or to the Corporation at a rate of $5,000 or more per\nannum. Schedule 3.13 hereto contains a true and complete description of the\nterms and conditions of each Contract (other than employment arrangements in the\nordinary course with employees) to which the Corporation is a party or to which\nit is subject or by which it is bound that involves an annualized rate of $5,000\nor more and that is not in writing. True and complete copies of all written\nContracts listed on Schedule 3.13 have heretofore been made available to Buyer\nby the Corporation. Except as set forth on Schedule 3.13, no Contract to which\nthe Corporation is a party or to which it is subject or by which it is bound\nconflicts with, would be terminated by, would be breached as a result of, would\nbe materially modified or changed by, or requires the consent of any other\nPerson by reason of, the execution and delivery of this Agreement or the\nconsummation of the transactions contemplated hereby, other than such Contracts\nthe loss of which, individually or in the aggregate, could not reasonably be\nexpected to have a Material Adverse Effect, or the loss of which would involve a\nloss of less than $5,000 (\"Immaterial Contracts\"). Each of the Contracts to\nwhich the Corporation is a party or to which it is subject or by which it is\nbound (including, without limitation, those set forth on Schedules 3.13 and 3.14\nhereto) is a valid and subsisting Contract of all of the parties thereto in \n\n                                     -16-\n\n \nfull force and effect without modification, other than Immaterial Contracts. The\nCorporation has performed all obligations required to be performed by it and is\nnot in default under any Contract, instrument or other document to which it is a\nparty or to which it is subject or by which it is bound, and no event has\noccurred thereunder which, with or without the lapse of time or the giving of\nnotice, or both, would constitute a default by it thereunder, other than\nImmaterial Contracts.\n\n     3.14 Purchase and Sales Commitments and Orders; Principal Customers.  The\n          --------------------------------------------------------------      \nCorporation has not, since June 30, 1997 to the date hereof, entered into any\npurchase or sales commitment or order except in the ordinary course of business\nconsistent with past practice. Schedule 3.14 sets forth the customers the\nCorporation serves on an ongoing basis, including name, location and current\nbilling rate.  None of such customers has canceled or substantially reduced\nservice or have given notice that it intends to cancel or substantially reduce\nservice, except cancellations in the ordinary course of business that are not\nMaterial in number or amount of revenue affected.\n\n     3.15 Labor Relations; Employees.  There are no labor strikes, disputes,\n          --------------------------                                        \nslow downs, work stoppages or other labor troubles or grievances pending or, to\nthe knowledge of the Shareholder, threatened against or involving the\nCorporation.  No unfair labor practice complaint before the National Labor\nRelations Board, no charges pending before the Equal Employment Opportunity\nCommission and no complaint, charge or grievance of any nature before any\nsimilar or comparable Governmental Authority, in any case relating to the\nCorporation or the conduct of its business, is pending or, to the knowledge of\nthe Shareholder, threatened.  The Corporation has not received notice, nor has\nany knowledge, of the intent of any Governmental Authority responsible for the\nenforcement of labor or employment laws to conduct any investigation of or\n\n                                     -17-\n\n \nrelating to the Corporation or the conduct of its business.  To the knowledge of\nthe Shareholder, no officer or key employee of the Corporation has any plans to\nterminate his or her employment with the Corporation.  Schedule 3.15 is a true\nand correct list of all employees of the Corporation by job classification, and\ntheir respective rates of compensation.\n\n     3.16 Legal Proceedings.  Except as set forth on Schedule 3.16 hereto, there\n          -----------------                                                     \nare no Actions (whether or not purportedly on behalf of the Corporation) pending\nor, to the knowledge of the Shareholder, threatened against or affecting the\nCorporation or any of its properties, rights or business.  No Action involving\nnegligence or strict liability has ever been instituted or, to the knowledge of\nthe Shareholder, threatened against the Corporation.  The Corporation is not in\ndefault with respect to any order, writ, injunction or decree of any\nGovernmental Authority. None of the Actions referred to on Schedule 3.16,\nindividually or in the aggregate, could reasonably be expected to have a\nMaterial Adverse Effect.\n\n     3.17 Orders, Decrees, Etc.  There are no orders, decrees, injunctions,\n          --------------------                                             \nrulings, publications, decisions, directives, consents, pronouncements or\nregulations of any court or any Governmental Authority issued against, or\nbinding on, the Corporation that do or may affect, limit or control the\nCorporation's method or manner of doing business.\n\n     3.18 Compliance With Law; Permits and Licenses.\n          ----------------------------------------- \n\n          (a) The Corporation has complied and is in compliance with all Laws of\nany Governmental Authority applicable to the Corporation, its assets or property\nor its operations, including, without limitation, Laws relating to zoning,\nbuilding codes, licensing, permits, antitrust, occupational safety and health,\nconsumer product safety, product liability, hiring, wages, hours, employee\nbenefit plans and programs, collective bargaining and withholding and \n\n                                     -18-\n\n \nsocial security taxes, other than any failure to comply that, individually or in\nthe aggregate, could not reasonably be expected to result in any Material\nliability or have a Material Adverse Effect.\n\n          (b) The Corporation presently holds all the permits, licenses and\nfranchises that are necessary for or Material to its current and future use,\noccupancy or operation of its assets or properties or the conduct of its\nbusiness; and no notice of violation of any applicable zoning regulations,\nordinance or other similar Law binding on the Corporation with respect to its\nassets, properties or business has been received.  Schedule 3.18(b) lists all\npermits, licenses and franchises held by the Corporation.\n\n          (c) Except in circumstances that would not constitute or result in a\nMaterial Adverse Effect, the Corporation has not violated nor is alleged to have\nviolated, or is in violation of, any Environmental Law, or has released,\ntreated, stored, disposed of or transported any Hazardous Substance in violation\nof any Environmental Law.  To the knowledge of the Shareholder, there are no\nHazardous Substances located at, in, on, within or under the surface of either\nof the Corporation's assets, properties or facilities in Material violation of\napplicable Environmental Laws.  Other than as set forth on Schedule 3.18(c)\nhereto, neither the Shareholder nor the Corporation has received, or has\nknowledge of, any requests for information, notice of claim, demand, lawsuit,\naction or other notification from any Governmental Authority or any third party\nthat the Corporation may be potentially responsible for any threatened or actual\nrelease of Hazardous Substances, or in violation of or in noncompliance with any\nEnvironmental Law, and neither the Corporation nor the Shareholder is subject to\nany agreement, consent, decree, administrative order, notice or enforcement\naction brought under any Environmental Laws.  For purposes of this Section\n3.18(c), \"Environmental Laws\" means any applicable Federal, state or local law,\nrule, regulation, ordinance, program, permit, guidance, order, consent, \n\n                                     -19-\n\n \ndecree or notice of violation pertaining to the protection of natural resources,\nthe environment and the health and safety of employees and the general public;\nand \"Hazardous Substances\" means any substances or any wastes, materials or\npollutants defined as or included in the definition of \"hazardous substances,\"\n\"hazardous wastes,\" \"hazardous materials,\" \"extremely hazardous wastes,\"\n\"restricted hazardous wastes,\" \"toxic substances\" or words of similar import\nunder any Environmental Law, any substance the presence of which requires\nremediation pursuant to any Environmental Laws, or any substance disposed of in\na manner not in compliance with Environmental Laws.\n\n     3.19 Changes Since the Balance Sheet Date; No Material Adverse Change.\n          ----------------------------------------------------------------  \nExcept as set forth on Schedule 3.19 hereto, since the Balance Sheet Date the\nCorporation has not (i) incurred any Liability, except current liabilities in\nthe ordinary course of business consistent with past practice and Liabilities\nincurred under Contracts entered into in the ordinary course of business\nconsistent with past practice; (ii) discharged or satisfied any Lien or paid any\nLiability, other than current liabilities shown on the Balance Sheet, and\ncurrent liabilities incurred since the Balance Sheet Date in the ordinary course\nof business consistent with past practice; (iii) sold or transferred any\nMaterial assets or written off any receivables, except for the collection of\nreceivables in the ordinary course of business; (iv) mortgaged, pledged or\nsubjected to any other Lien any of its assets or properties, other than Liens\nreflected on the Balance Sheet; (v) suffered any losses or waived any rights of\nsubstantial value; (vi) granted any bonuses or commissions or increased the\ncompensation payable to any of its employees, directors or officers or increased\nthe aggregate payment of any fees except for customary bonuses and regular\nsalary increases made in accordance with the Corporation's past practices as\nsummarized on Schedule 3.19 or in accordance with the benefit plans described in\nSchedule 3.22; (vii) made any loans to any \n\n                                     -20-\n\n \nindividuals, firms, corporations or other entities; (viii) declared, made, set\naside or paid any dividend, distribution, or payment on, or any purchase or\nredemption of, any shares of any class of its capital stock, or any commitment\ntherefor (other than as described on Schedule 3.19); (ix) made any Material\nchange in any method of accounting (for book or tax purposes) or auditing\npractice; or (x) entered into any transaction not in the ordinary course of\nbusiness or agreed (whether or not in writing) to do any of the foregoing. Since\nthe Balance Sheet Date, the business of the Corporation has been operated only\nin the regular and ordinary course consistent with past practice. Since the\nBalance Sheet Date, there has not been a Material adverse change in the\ncondition (financial or otherwise), business, prospects of the business as\ncurrently conducted, or operations of the Corporation.\n\n     3.20 No Change.  Since the Balance Sheet Date, there has not been any\n          ---------                                                       \ndamage, destruction or loss, whether or not covered by insurance, that,\nindividually or in the aggregate, has or could reasonably be expected to have a\nMaterial Adverse Effect.\n\n     3.21 Capital Projects and Expenditures.  All capital projects and capital\n          ---------------------------------                                   \nexpenditures (including any leases capitalized in accordance with GAAP)\ncommitted for or undertaken by the Corporation and not fully paid for on the\ndate hereof, as well as the terms of any and all financing arranged in\nconnection therewith and details for payments, if any, made with respect\nthereto, are set forth on Schedule 3.21 hereto, which also describes all capital\ncommitments of the Corporation that will survive the Closing.  Except as set\nforth on such Schedule 3.21, from the Balance Sheet Date to the date hereof the\nCorporation has not made any additional expenditures or additional commitments\nfor capital expenditures, other than in the ordinary course of business and not\ninvolving individual expenditures in excess of $5,000.00.\n\n                                     -21-\n\n \n     3.22 Employee Benefits.\n          ----------------- \n\n          (a) Except for the plans of the Corporation set forth on Schedule 3.22\nhereto (the \"Plans\"), neither the Corporation nor any ERISA Affiliate maintains\nor contributes to or has any liability with respect to any \"employee benefit\nplan\" as that term is defined in Section 3(3) of ERISA, or any other bonus,\nincentive, compensation, profit sharing, stock, severance, retirement, health,\nlife, disability, group insurance, vacation, holiday, fringe benefit,\nemployment, stock option, stock purchase, stock appreciation right, supplemental\nunemployment, layoff, or consulting plan, agreement, policy or understanding\n(whether written or oral, qualified or nonqualified, currently effective or\nterminated).  True and complete copies of all the Plan documents and summary\nplan descriptions have been furnished to Buyer (along with all related trust\nagreements, insurance contracts or other funding agreements which implement each\nPlan, and all other documents, records or other materials related thereto\nreasonably requested by Buyer).\n\n          (b) With respect to each Plan, the requirements of ERISA, the Code\n(including, without limitation Part 6 of Subtitle B of Title I of ERISA and\nSections 105(h) and 4980B of the Code) and all other applicable laws have been\nfulfilled in all Material respects and copies of all filings with the Internal\nRevenue Service and the Department of Labor or other applicable Governmental\nAuthority for the three most recent plan years for the Plans have been furnished\nto Buyer.  Except as described in Schedule 3.22(b), no written or oral\nrepresentations have been made to any employee or former employee of the\nCorporation promising or guaranteeing any employer payment or funding for the\ncontinuation of medical, dental, life or disability coverage for any period of\ntime beyond the end of the current plan year (except to the extent of coverage\nrequired under Section 4980B of the Code).\n\n                                     -22-\n\n \n          (c) Neither the Corporation nor any ERISA Affiliate has ever (i)\nmaintained or contributed to any plan subject to Section 412 of the Code and\nSection 302 of ERISA or (ii) contributed to any \"multiemployer plan,\" as such\nterm is defined in Section 3(37) of ERISA, and neither the Corporation nor any\nERISA Affiliate has effected either a \"complete withdrawal\" or a \"partial\nwithdrawal,\" as those terms are defined in Sections 4203 and 4205, respectively,\nof ERISA, from any such multiemployer plan.\n\n          (d) Except as set forth on Schedule 3.22 hereto, at the Balance Sheet\nDate there were and at the date hereof there are, no bonus, profit sharing,\nincentives, commissions or other compensation of any kind with respect to work\ndone prior to the Balance Sheet Date or the date hereof, due to or expected by\npresent or former employees of the Corporation not paid prior to such date or,\nwith respect to compensation for work done prior to the Balance Sheet Date, not\nfully accrued on the Balance Sheet.\n\n          (e) Each Plan that is an \"employee pension benefit plan\" (as defined\nin Section 3(2) of ERISA) meets the requirements of a \"qualified plan\" under\nSection 401(a) of the Code in form and in operation, and such Plan, and each\ntrust (if any) forming a part thereof, has received a favorable determination\nletter, or a favorable determination letter has been applied for, from the\nInternal Revenue Service as to the qualification under the Code of such Plan and\nthe tax-exempt status of such related trust, and nothing has occurred since the\ndate of such determination letter, or request therefor, that could reasonably be\nexpected to adversely affect the qualification of such Plan or the tax-exempt\nstatus of such related trust.\n\n          (f) There are no unfunded liabilities existing under any Plan, and\neach Plan could be terminated as of the Closing Date with no liability to Buyer,\nthe Corporation, any \n\n                                     -23-\n\n \nERISA Affiliate or any Person that is under common control, or is treated as a\nsingle employer, with Buyer under Section 414 of the Code or ERISA Section 4001.\n\n          (g) With respect to each Plan (i) there have been no non-exempt\nprohibited transactions as defined in Section 406 of ERISA or Section 4975 of\nthe Code, (ii) no fiduciary (as defined in Section 3(21) of ERISA) has liability\nfor breaching of fiduciary duty or any other failure to act or comply in\nconnection with the administration or investment of assets in such Plan, and\n(iii) no actions, investigations, suits or claims with respect to the assets\nthereof (other than routine claims for benefits) are pending or, to the\nknowledge of the Shareholder, threatened, and the Shareholder has no knowledge\nof any facts that would give rise to or could reasonably be expected to give\nrise to any such actions, suits or claims.\n\n     3.23 Governmental Approvals.  No governmental authorization, approval,\n          ----------------------                                           \norder, license, permit, franchise or consent and no registration, declaration or\nfiling by the Corporation or the Shareholder with any Governmental Authority is\nrequired in connection with the execution and delivery of this Agreement and the\nconsummation of the transactions contemplated hereby.\n\n     3.24 Tax Matters.\n          ----------- \n\n          (a) The Corporation (individually, the \"Taxpayer\") has duly and timely\nfiled all Returns required to be filed by it.  The Corporation is not currently\nthe beneficiary of any extension of time within which to file any Return, except\nfor the federal and state income tax Returns for the fiscal year ended June 30,\n1997.  No claim has ever been made by an authority in a jurisdiction where the\nCorporation does not file Returns that the Corporation is or may be subject to\ntaxation by that jurisdiction.  All Returns filed by the Taxpayer were correct\nand complete in all Material respects.  The Taxpayer has paid in full all Taxes\n(whether or not shown on a Return) required to be paid by the Taxpayer before\nsuch payment became delinquent.  The \n\n                                     -24-\n\n \nCorporation has made adequate provision in the Financial Statements, in\nconformity with GAAP, for the payment of all accrued Taxes not yet payable as of\nthe respective dates of such Financial Statements. All Taxes that the Taxpayer\nhas been required to collect or withhold have been duly collected or withheld\nand, to the extent required when due, have been or will be duly and timely paid\nto the proper taxing authority. \n\n          (b) There are no audits, inquiries, investigations or examinations\nrelating to any of the Taxpayer's Returns pending or threatened, and there are\nno claims that have been asserted relating to any of the Taxpayer's Returns\nfiled for any year that if determined adversely would result in the assertion by\nany Governmental Authority of any Tax deficiency against the Taxpayer. There\nhave been no waivers or extensions of statutes of limitations with respect to\nTaxes by the Taxpayer, or any agreements to extend the time with respect to a\nTax assessment or deficiency.\n\n          (c) The Corporation is not a party to any tax-sharing Contract or\nsimilar arrangement with any Person.  The Taxpayer has not made a disclosure on\na Return pursuant to Code Section 6662(d)(2)(B)(ii) and the Regulations\nthereunder.\n\n          (d) The Taxpayer has withheld and paid all Taxes required to have been\nwithheld and paid in connection with amounts paid or owing to any employee,\nindependent contractor, creditor, stockholder or other third party.\n\n          (e) The Corporation has no liability for Taxes of any other person\nunder Treasury Regulation section 1.1502-6 (or any similar provision of state,\nlocal or foreign law), as a transferee or successor, by contract, or otherwise.\n\n          (f) The Corporation has not filed a consent under Code Section 341(f)\nconcerning collapsible corporations.\n\n                                     -25-\n\n \n          (g) The Corporation is not obligated to make any payments or is a\nparty to any agreement that under certain circumstances could obligate it to\nmake any payments that will not be deductible under Code Section 280G.\n\n     3.25 Insurance Coverage.  Schedule 3.25 hereto describes each insurance\n          ------------------                                                \npolicy (specifying the insured, the insurer, the amount of coverage, the type of\ninsurance, the policy number, the expiration date, the annual premium, and any\npending claims thereunder) maintained by the Corporation.  The Corporation is\nnot in default in any Material respect with respect to any provisions contained\nin any such insurance policy or has failed to give any notice or present any\npresently existing Material claims under any such insurance policy in due and\ntimely fashion.\n\n     3.26 Representations and Warranties.  The representations and warranties\n          ------------------------------                                     \ncontained in this Section 3 do not contain any untrue statement of a Material\nfact or omit to state a Material fact necessary in order to make the statements\nmade not misleading.\n\n     SECTION 4.     Representations and Warranties of Buyer.  Buyer warrants and\n                    ---------------------------------------                     \nrepresents to and agrees with the Shareholder as follows:\n\n     4.1  Good Standing.  Buyer is a corporation duly organized, validly\n          -------------                                                 \nexisting and in good standing under the laws of Delaware.\n\n     4.2  Authorization.  The execution and delivery of this Agreement and the\n          -------------                                                       \nconsummation of the transactions contemplated hereby have been duly authorized\nby the Board of Directors of Buyer, and all other corporate action of Buyer,\nincluding all authorizations and ratifications, necessary to authorize the\nexecution and delivery of this Agreement and the consummation of the\ntransactions contemplated hereby have been taken.  This Agreement constitutes a\nbinding obligation of Buyer, enforceable against Buyer in accordance with its\nterms. \n\n                                     -26-\n\n \nNo consent of any lender, trustee, security holder of Buyer or other Person is\nrequired for Buyer to enter into and deliver this Agreement and to consummate\nthe transactions contemplated hereby.\n\n     4.3  Investment Representations.\n          -------------------------- \n\n          (a) Buyer is acquiring the Shares for its own account for investment\nand not for distribution, assignment or resale to others;\n\n          (b) Buyer understands that the Shares have not been registered under\nthe Securities Act of 1933 (the \"Act\") in reliance upon an exemption therefrom\nfor nonpublic offerings, and understands that the Shares may not be sold or\notherwise transferred unless such sale or other transfer is registered under the\nAct or an exemption from registration is available, and a legend evidencing such\nrestrictions will be placed on the Shares;\n\n          (c) Buyer either by itself or with the assistance of financial\nadvisors employed by it have sufficient knowledge and experience to evaluate the\nmerits and bear the economic risks of an investment in the Shares; and\n\n          (d) Buyer has been given the opportunity to ask questions about the\nCorporation's business and has had any such questions answered to its\nsatisfaction.\n\n     4.4  Representations and Warranties.  The representations and warranties of\n          ------------------------------                                        \nBuyer contained in this Agreement do not contain any untrue statement of a\nMaterial fact or omit to state a Material fact necessary in order to make the\nstatements made not misleading.\n\n     SECTION 5.     Conditions of Buyer's Obligations to Close.  The obligations\n                    ------------------------------------------                  \nof Buyer under this Agreement are, at the option of Buyer, subject to the\nconditions set forth below, which conditions may be waived by Buyer without\nreleasing or waiving any of its rights hereunder.\n\n                                     -27-\n\n \n     5.1  Agreements and Conditions.  On or before the Closing Date, the\n          -------------------------                                     \nShareholder shall have complied with and duly performed all agreements and\nconditions on their part to be complied with and performed pursuant to or in\nconnection with this Agreement on or before the Closing Date.\n\n     5.2  Representations and Warranties.  The representations and warranties of\n          ------------------------------                                        \nthe Shareholder contained in this Agreement, or otherwise made in writing in\nconnection with the transactions contemplated hereby, shall be true and correct\nin all Material respects on and as of the Closing Date with the same force and\neffect as though such representations and warranties had been made on and as of\nthe Closing Date (except for such changes as result from actions or events\nexpressly contemplated by the terms of this Agreement).\n\n     5.3  No Legal Proceeding.  No Action shall have been instituted or\n          -------------------                                          \nthreatened to restrain or prohibit the acquisition by Buyer, or the conveyance\nby the Shareholder, of the Shares, and on the Closing Date there are no Actions\npending or threatened against or affecting the Shareholder or the Corporation\nthat involve a demand for any judgment or liability, whether or not covered by\ninsurance, and which may result in any Material Adverse Effect.\n\n     5.4  Deliveries.  Buyer shall have received the deliveries to be made by\n          ----------                                                         \nthe Shareholder pursuant to Section 7.\n\n     5.5  Legal Opinion.  Buyer shall have received: (i) a favorable opinion of\n          -------------                                                        \nBennington Johnson &amp; Reeve, dated the Closing Date and in form and substance\nreasonably satisfactory to Buyer, with respect to the matters referred to in\nSections 3.1, 3.4, 3.16 (to its knowledge and except the last sentence) and\n3.23, and (ii) a favorable opinion of Davis, Graham &amp; Stubbs LLC, dated the\nClosing Date and in form and substance reasonably satisfactory to Buyer, with\nrespect to the matters referred to in Section 3.3.\n\n                                     -28-\n\n \n     SECTION 6.     Conditions of the Shareholder's Obligation to Close.  The\n                    ---------------------------------------------------      \nobligation of the Shareholder under this Agreement is, at the option of the\nShareholder, subject to the following express conditions, which conditions may\nbe waived by the Shareholder without releasing or waiving any of their rights\nhereunder.\n\n     6.1  Agreements and Conditions.  On or before the Closing Date, Buyer shall\n          -------------------------                                             \nhave complied with and duly performed all of the agreements and conditions on\nits part required to be complied with or performed pursuant to this Agreement on\nor before the Closing Date.\n\n     6.2  Representations and Warranties.  The representations and warranties of\n          ------------------------------                                        \nBuyer contained in this Agreement shall be true and correct in all Material\nrespects on and as of the Closing Date with the same force and effect as though\nsuch representations and warranties and had been made on and as of the Closing\nDate.\n\n     6.3  Deliveries.  The Shareholder shall have received the deliveries to be\n          ----------                                                           \nmade by Buyer pursuant to Section 8.\n\n     6.4  Ratification.  This Agreement and the transactions contemplated hereby\n          ------------                                                          \nshall have been ratified by all of the Governing Boards.\n\n     6.5  Fairness Opinion.  Shareholder shall have received from Daniels &amp; ----------------                                                 \nAssociates its opinion that the transactions contemplated hereby are fair to the\nShareholder from a financial point of view.\n\n     6.6  Contribution Agreements.  The option holders under the Option\n          -----------------------                                      \nAgreements (defined below) shall have entered into a Contribution Agreement with\nthe Shareholder.\n\n     SECTION 7.     Deliveries of the Shareholder on the Closing Date.  The\n                    -------------------------------------------------      \nShareholder agrees to deliver to Buyer the following on the Closing Date:\n\n                                     -29-\n\n \n     7.1  Stock Certificates.  Certificates representing all of the Shares being\n          ------------------                                                    \npurchased by Buyer hereunder, duly endorsed in blank for transfer or with\nappropriate stock powers duly executed in blank, and certificates representing\nall of the New Shares being purchased by Buyer hereunder.\n\n     7.2  Corporate Records.  The stock books, minute books and corporate seal\n          -----------------                                                   \nof the Corporation.\n\n     7.3  Resignations.  Written resignations of the Corporation's directors.\n          ------------                                                       \n     7.4  Employment Agreements.  Employment agreements reasonably satisfactory\n          ---------------------                                                \nto Buyer between the Corporation and each of the individuals listed on Schedule\n7.4.\n\n     7.5  Consents.  All consents required in connection with the execution and\n          --------                                                             \ndelivery of this Agreement and the transactions contemplated hereby.\n\n     7.6  Possession of Assets.  Possession of any assets and properties of the\n          --------------------                                                 \nCorporation held by the Shareholder.\n\n     7.7  Escrow Agreement.  The Escrow Agreement executed by the Shareholder\n          ----------------                                                   \nand the Escrow Agent.\n\n     7.8  Stock Option Agreements.  Stock option agreements (the \"Option\n          -----------------------                                       \nAgreements\") executed by each of the individuals listed on Schedule 3.4, which\nOption Agreements shall contain provisions, reasonably satisfactory to Buyer in\nform and substance, for: (i) the right of the option holder to require the\nCorporation to purchase (a \"Put\"), at any time after the Closing Date, the\nunderlying options covered by the applicable Option Agreement for an amount in\ncash equal to the aggregate spread identified in that Option Agreement; (ii) the\nright of the Corporation to require each option holder to sell (a \"Call\"), at\nany time after the Closing Date, his or her underlying option covered by the\napplicable Option Agreement to the Corporation for an amount \n\n                                     -30-\n\n \nin cash equal to the aggregate spread identified in that Option Agreement; (iii)\naccrual of interest from the Closing Date on the amount payable under each Call\nat a rate of 8.0% per annum, computed on the basis of a year of 365 days and the\nactual number of days elapsed; and (iv) termination of each Option Agreement,\nand extinguishment of all claims and rights of the option holder thereunder,\nupon exercise of the applicable Put or Call.\n\n     7.9  Shareholder's Consent.  The Shareholder's written consent, in its\n          ---------------------                                            \ncapacity as the sole shareholder of the Corporation, to the payment to Guy Cook\nof the consideration provided for under the Put and Call in his Option Agreement\nas payment in lieu of stock options and in settlement of his rights under the\nOption Agreement.\n\n     SECTION 8.     Deliveries of Buyer on the Closing Date.  Buyer agrees on\n                    ---------------------------------------                  \nthe Closing Date to deliver to the Shareholder the Purchase Price and the\nIssuance Price to be delivered pursuant to Section 2.3 hereof and the Escrow\nAgreement executed by Buyer and the Escrow Agent.\n\n     SECTION 9.     Additional Covenants.\n                    -------------------- \n\n     9.1  Information and Access.  Until the Closing, the Shareholder shall\n          ----------------------                                           \ncause the Corporation and its independent auditors to afford to the officers,\nindependent auditors, counsel and other representatives of Buyer reasonable\naccess to the properties, books, records (including Returns filed and those in\npreparation) and personnel of the Corporation in order that the Buyer may have a\nfull opportunity to make such investigation as it reasonably desires to make of\nthe Corporation, and to the independent auditors of Buyer reasonable access to\nthe audit work papers and other records of the independent auditors of the\nCorporation.  Additionally, until the closing \n\n                                     -31-\n\n \nthe Shareholder shall cause the Corporation to permit the Buyer to make such\nreasonable inspections of the Corporation and its operations during normal\nbusiness hours as Buyer may reasonably require and furnish Buyer with such\nfinancial and operating data and other information with respect to the business\nand properties of the Corporation as Buyer may from time to time reasonably\nrequest.\n\n     9.2  Cooperation.  After the Closing, the Shareholder will cooperate with\n          -----------                                                         \nBuyer, and will use all reasonable efforts to have the officers, directors and\nother employees of the Corporation cooperate with Buyer, at Buyer's request and\nexpense, in furnishing information, evidence, testimony and other assistance in\nconnection with any actions, proceedings, arrangements or disputes involving the\nCorporation and based upon Contracts or acts of the Corporation that were in\neffect or occurred on or prior to the Closing.\n\n     9.3  Further Assurances of the Shareholder.  The Shareholder agrees at any\n          -------------------------------------                                \ntime and from time to time after the Closing, upon the request of Buyer, to do,\nexecute, acknowledge and deliver, or to cause to be done, executed, acknowledged\nand delivered, all such further acts, assignments, transfers, powers of attorney\nand assurances as may be required for the better assigning, transferring,\nconveying, and confirming to Buyer, or to its successors and assigns, of the\nShares and to carry out the terms and conditions of this Agreement, including\nwithout limitation providing Buyer, within 30 days after the Closing Date, with\nsuch financial statements of the Corporation as may be required under Rule 3-05\nof Regulation S-X of the U.S. Securities and Exchange Commission.\n\n     9.4  Further Assurances of Buyer.  Buyer and the Shareholder shall\n          ---------------------------                                  \ncooperate fully, as and to the extent reasonably requested by the other party,\nin connection with any audit, litigation or Action, or the preparation of\nReturns with respect to Taxes or other matters relating to the \n\n                                     -32-\n\n \nperiod prior to the Closing Date. Such cooperation shall include the retention\nand (upon the other party's reasonable request) the provision of records and\ninformation, including work papers of the Corporation and the Corporation's\nindependent auditors, but excluding records and information that are protected\nby recognized professional privilege, related to tax periods on or prior to the\nClosing Date, that are reasonably relevant to any such audit, litigation or\nAction, or any Returns, and making employees available on a mutually convenient\nbasis to provide additional information and explanation of any material provided\nhereunder. Buyer and the Shareholder agree (i) to retain all books and records\nwith respect to Tax matters pertinent to the Corporation relating to any period\n(or portion thereof) prior to the Closing, and (ii) to give the other party\nreasonable written notice prior to destroying or discarding any such books and\nrecords and, if the other party so requests, Buyer or the Shareholder, as the\ncase may be, shall allow the other party to take possession of such books and\nrecords.\n\n     9.5  Non-Competition Covenants.  The Shareholder covenants that for a\n          -------------------------                                       \nperiod of five years after the Closing Date it will not engage, directly or\nindirectly (whether as owner, partner, stockholder (other than a holder of less\nthan 5% of the shares of a public company), joint venturer, manager, investor\n(which shall include investment as an equity owner, creditor or donor of a\ngift), advisor, consultant or otherwise), in the business of providing Internet\nconnectivity and services in the State of Colorado except as an Affiliate of\nBuyer, or such other manner as Buyer shall consent to in writing.  The\nShareholder further covenants that for a period of five years from and after the\nClosing Date, it will not directly or indirectly induce or solicit, or directly\nor indirectly aid or assist any other Person to induce or solicit, any person\nwho is (or within the prior twelve months had been) an employee, salesman,\nagent, consultant, distributor, representative, advisor, customer or supplier of\nthe Corporation to terminate that person's \n\n                                     -33-\n\n \nemployment or business relations with the Corporation. If any provision of this\ncovenant is deemed invalid in whole or in part, it shall be curtailed, whether\nas to time, geographical area, scope of activity or otherwise, as and to the\nextent required for its validity under applicable law and, as so curtailed,\nshall be enforceable. The Shareholder acknowledges that this paragraph 9.5 and\nthe Shareholder's obligations hereunder are a material inducement and condition\nto Buyer's entering into this Agreement. In the event of a breach or threatened\nbreach of this paragraph, Buyer shall be entitled to an injunction restraining\nsuch breach; however, nothing herein shall be construed as prohibiting Buyer\nfrom pursuing any remedy available to Buyer as a result of such breach or\nthreatened breach.\n\n     9.6  No Shop.  The Shareholder agrees that, from the date of this Agreement\n          -------                                                               \nuntil the earlier of the Closing or the termination of this Agreement, it will\nnegotiate solely with Buyer regarding any sale of the Shares or of all or\nsubstantially all of the assets of the Corporation or a merger, consolidation or\nreorganization of the Corporation and will not solicit or negotiate, or permit\nthe Corporation to solicit or negotiate, any offers from third parties with\nrespect thereto.\n\n     SECTION 10.    Indemnification.\n                    --------------- \n\n     10.1 Indemnification by the Shareholder.  (a) The Shareholder agrees to\n          ----------------------------------                                \nindemnify Buyer and every Affiliate of Buyer against and hold them harmless from\nany and all Damages that Buyer or any such Affiliate of Buyer may sustain at any\ntime by reason of the breach or inaccuracy (or alleged breach or inaccuracy) of,\nor failure to comply with (or alleged failure to comply with), any of the\nwarranties, representations, conditions, covenants or agreements of the\nShareholder contained in this Agreement or in any agreement, certificate or\ndocument delivered pursuant to or in connection with this Agreement or arising\nout of the closing of the transactions contemplated hereby; provided that the\nShareholder shall be obligated under this paragraph (a) of \n\n                                     -34-\n\n \nSection 10 to indemnify Buyer only for Damages that are, singularly or in the\naggregate, in excess of $100,000. As used in this Agreement, the terms \"alleged\nbreach or inaccuracy,\" \"alleged failure to comply with,\" \"alleged existence,\" or\n\"alleged inaccuracy\" shall only apply to allegations by parties other than Buyer\nor its Affiliates as to such matters.\n\n     (b) The Shareholder also agrees to indemnify Buyer and every Affiliate of\nBuyer against and hold them harmless from any and all Damages that Buyer or any\nsuch Affiliate of Buyer may sustain by reason of the legal proceedings set forth\non Schedule 3.16.\n\n     (c) Any claim for indemnification pursuant to paragraph (a) of this Section\n10.1 must be asserted in writing and delivered to the Shareholder no later than\n5:00 p.m. (Mountain Time) on the first anniversary of the Closing Date.\n\n     (d) The Shareholder agrees that it will not distribute the Purchase Price\nto any college or university or to the Colorado Advanced Technology Institute\nbefore the first anniversary of the Closing Date, and thereafter it will not\nmake any such distribution if the net liquid assets of the Shareholder are less\nthan 150% of the aggregate amount of any claims asserted against the Shareholder\nunder this Section that have not been resolved and paid in full.\n\n     (e) Nothing contained in this Agreement shall be deemed or interpreted to\nimpose liability or obligations upon the Governing Boards or any college or\nuniversity governed by any of the Governing Boards or upon the Colorado Advanced\nTechnology Institute Commission or that Institute, nor upon any officer,\nemployer agent or representative of any of the foregoing, and such Governing\nBoards, Commission and institutions and persons shall not be deemed to be\nparties to, or bound, by this Agreement.  Buyer agrees that neither it nor any\nof its Affiliates will make a claim of any kind against any such Board,\nCommission, institution or person under this Agreement or related to the\ntransaction; provided that this shall not prevent Buyer from asserting \n\n                                     -35-\n\n \na claim against a Governing Board or the Commission to recover an amount due to\nthe Buyer from the Shareholder that the Shareholder has insufficient assets to\nsatisfy because the Shareholder has made a distribution to such Governing Board\nor Commission in violation of paragraph (d) of this Section 10.1.\n\n     10.2 Indemnification by Buyer.  Buyer agrees to indemnify and hold the\n          ------------------------                                         \nShareholder and every Affiliate of the Shareholder harmless from and against any\nand all Damages that the Shareholder or any such Affiliate of the Shareholder\nmay sustain at any time by reason of the breach or inaccuracy (or alleged breach\nor inaccuracy) of, or failure to comply with (or alleged failure to comply with)\nany warranties, representations, conditions, covenants or agreements of Buyer\ncontained in this Agreement or in any agreement, certificate or document\ndelivered pursuant to or in connection with this Agreement or arising out of the\nclosing of the transactions contemplated hereby.\n\n     10.3 Procedures for Third Party Indemnification.  In those instances in\n          ------------------------------------------                        \nwhich a third party claim is asserted against any party hereto, or any party\nhereto is made a party defendant in any third party action or proceeding, and\nsuch claim, action or proceeding involves a matter which is the subject of this\nindemnification, then such party (an \"Indemnified Party\") shall give written\nnotice to the other party hereto (the \"Indemnifying Party\") of such claim,\naction or proceeding, and such Indemnifying Party shall have the right to join\nin the defense of said claim, action or proceeding at such Indemnifying Party's\ncost and expense and, if the Indemnifying Party agrees in writing to be bound by\nand to promptly pay the full amount of any final judgment from which no further\nappeal may be taken and if the Indemnified Party is reasonably assured of the\nIndemnifying Party's ability to satisfy such agreement, then at the option of\nthe Indemnifying Party, such Indemnifying Party may take over the defense of\nsuch claim, action or proceeding, \n\n                                     -36-\n\n \nexcept that, in such case, the Indemnified Party shall have the right to join in\nthe defense of said claim, action or proceeding at its own cost and expense.\n\n     SECTION 11.    Survival of Representations.\n                    --------------------------- \n\n     The parties hereto agree that all representations, warranties, covenants,\nconditions and agreements contained herein or in any instrument or other\ndocument delivered pursuant to this Agreement or in connection with the\ntransactions contemplated hereby shall survive the consummation of the\ntransactions contemplated hereby until the first anniversary of the Closing\nDate.\n\n     SECTION 12.    Brokerage Indemnity.  Buyer, on the one hand, and the\n                    -------------------                                  \nShareholder, on the other hand, each represents to the other that no broker or\nfinder has been involved with any of the transactions relating to this Agreement\nother than the involvement of Daniels &amp; Associates, L.P. (\"Daniels\") as the\nrepresentative of the Corporation and James Downs (\"Downs\") as consultant on\nbehalf of the Shareholder.  In the event of a claim by any broker or finder that\nsuch broker or finder represented or was retained by the Shareholder (including\nDaniels and Downs), on the one hand, or Buyer, on the other hand, in connection\nherewith, the Shareholder or Buyer, as the case may be, agrees to indemnify and\nhold the other harmless from and against any and all loss, liability, cost,\ndamage, claim and expense, including, without limitation, attorneys' fees and\ndisbursements, that may be incurred in connection with such claim.  In\nparticular, the Shareholder hereby agrees that neither Buyer nor the Corporation\nshall have any obligation for payment of compensation to Daniels or Downs for\nits or his involvement with any of the transactions relating to this Agreement.\n\n                                     -37-\n\n \n     SECTION 13.    Notices.  All notices, requests, demands and other\n                    -------                                           \ncommunications provided for by this Agreement shall be in writing and shall be\ndeemed to have been given when hand delivered, when received if sent by\ntelecopier or by same day or overnight recognized commercial courier service or\nthree business days after being mailed in any general or branch office of the\nUnited States Postal Service, enclosed in a registered or certified postpaid\nenvelope, addressed to the address of the parties stated below or to such\nchanged address as such party may have fixed by notice:\n\n               To the Shareholder:\n\n               Newsupernet\n               c\/o Julian Kateley, President\n               Colorado State University\n               Academic Computing and Networking Service\n               Fort Collins, Colorado 80523-2028\n               Fax: (970) 491-1958\n\n                    - copy to -\n\n               Lester R. Woodward\n               Davis Graham &amp; Stubbs LLC\n               370 17th Street, Suite 4700\n               Denver, Colorado 80220-8185\n               Fax: (303) 893-1379\n\n               To Buyer:\n\n               Robert S. Woodruff\n               Executive Vice President\n               Qwest Communications Corporation\n               555 Seventeenth Street, Suite 1000\n               Denver, Colorado 80202\n               Fax: (303) 291-1724\n\n                                     -38-\n\n \n                    - copy to -\n\n               Joseph W. Morrisey, Jr.\n               Holme Roberts &amp; Owen LLP\n               1700 Lincoln Street, Suite 4100\n               Denver, Colorado  80203\n               Fax: (303) 866-0200\n\nprovided, that any notice of change of address shall be effective only upon\nreceipt.\n\n     SECTION 14.    Termination.\n                    ----------- \n     14.1 This Agreement may be terminated at any time prior to the Closing by\nany of the following:\n\n          (a) By mutual written agreement of Buyer and the Shareholder;\n\n          (b) By either Buyer or the Shareholder if the Closing has not occurred\nby 12:00 a.m., October 31, 1997 upon written notice by such terminating party,\nprovided that at the time such notice is given a material breach of this\nAgreement by such terminating party shall not be the reason for the Closing's\nfailure to occur;\n\n          (c) Subject to the provisions of Section 14.2, by Buyer, by written\nnotice to the Shareholder, if there has been a material violation or breach of\nany of the Shareholder's covenants or agreements made herein or in connection\nherewith or if any representation or warranty of the Shareholder made herein or\nin connection herewith proves to be materially inaccurate or misleading with\nrespect to the Corporation; or\n\n          (d) Subject to the provisions of Section 14.2, by the Shareholder, by\nwritten notice to Buyer, if there has been a material violation or breach of any\nof Buyer's covenants or agreements made herein or in connection herewith or if\nany representation or warranty of Buyer made herein or in connection herewith\nproves to be materially inaccurate or misleading.\n\n                                     -39-\n\n \n     14.2 If this Agreement is terminated as provided in Section 14.1, then\nthere shall be no liability or obligation on the part of any party hereto (or\nany of their respective officers, directors or employees) except that if Buyer\nterminates this Agreement pursuant to Section 14.1(c) or the Shareholder\nterminates this Agreement pursuant to Section 14.1(d), the non-terminating party\nshall remain liable for any breach hereof.\n\n     SECTION 15.    Miscellaneous.\n                    ------------- \n\n     15.1 Entire Agreement.  This Agreement, including the Exhibits and\n          ----------------                                             \nSchedules hereto, sets forth the entire agreement and understanding among the\nparties and merges and supersedes all prior discussions, agreements and\nunderstandings of every kind and nature among them as to the subject matter\nhereof, and no party shall be bound by any condition, definition, warranty or\nrepresentation other than as expressly provided for in this Agreement or as may\nbe on a date on or subsequent to the date hereof duly set forth in writing\nsigned by each party which is to be bound thereby.  Unless otherwise expressly\ndefined, terms defined in the Agreement shall have the same meanings when used\nin any Exhibit or Schedule and terms defined in any Exhibit or Schedule shall\nhave the same meanings when used in the Agreement or in any other Schedule. This\nAgreement (including the Exhibits and Schedules hereto) shall not be changed,\nmodified or amended except by a writing signed by each party to be charged and\nthis Agreement may not be discharged except by performance in accordance with\nits terms or by a writing signed by each party to be charged.\n\n     15.2 Taxes. The Shareholder represents and warrants that it is a non-profit\n          -----                                                                 \ntax exempt corporation and as such, it is exempt from federal income and excise\nand all state and local taxes. Should the tax exempt status of the Shareholder\nchange and any taxes become due in the nature \n\n                                     -40-\n\n \nof a sales or transfer tax payable on the sale or transfer of the Shares or the\nconsummation of any other transaction contemplated hereby, the Shareholder\nagrees to pay on demand or defend at its own cost any claim brought or any\nliability or expense related to such taxes or as a direct result of the change\nin tax exempt status.\n\n\n     15.3 Governing Law.\n          ------------- \n\n          THIS AGREEMENT AND ITS VALIDITY, CONSTRUCTION AND PERFORMANCE SHALL BE\nGOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF COLORADO WITHOUT GIVING\nEFFECT TO PRINCIPLES OF CONFLICTS OF LAW.\n\n     15.4 Representation by Counsel.  Each party hereto represents and agrees\n          -------------------------                                          \nwith the other that it has been represented by independent counsel of its own\nchoosing; it has had the full right and opportunity to consult with its\nrespective attorneys and other advisors and has availed itself of this right and\nopportunity; its authorized officers have carefully read and fully understand\nthis Agreement in its entirety and have had it fully explained to them by such\nparty's counsel; it is fully aware of the contents hereof and the meaning,\nintent and legal effect thereof; and its authorized officer is competent to\nexecute this Agreement and has executed this Agreement free from coercion,\nduress or undue influence.  Each party and its counsel cooperated in the\ndrafting and preparation of this Agreement and the documents referred to herein.\nAccordingly, any rule of law or any legal decision that would require\ninterpretation of any ambiguities in this Agreement against the party that\ndrafted it is of no application and is hereby \n\n                                     -41-\n\n \nexpressly waived. The provisions of this Agreement shall be interpreted in a\nreasonable manner to effect the intentions of the parties and this Agreement.\n\n     15.5 Benefit of Parties; Assignment.  This Agreement shall be binding upon\n          ------------------------------                                       \nand shall inure to the benefit of the parties hereto and their respective\nsuccessors, legal representatives and permitted assigns.  The Agreement may not\nbe assigned by Buyer or the Shareholder except with the prior written consent of\nthe other party or parties except that Buyer may assign this agreement to an\nAffiliate without the consent of the Shareholder, and in such circumstance Buyer\nshall remain liable for the fulfillment of all obligations of its assignee\nhereunder.  Nothing herein contained shall confer or is intended to confer on\nany third party or entity which is not a party to this Agreement any rights\nunder this Agreement.\n\n     15.6 Pronouns.  Whenever the context requires, the use in this Agreement of\n          --------                                                              \na pronoun of any gender shall be deemed to refer also to any other gender, the\nuse of the singular shall be deemed to refer also to the plural and the use of\nthe plural shall be deemed to refer also to the singular.\n\n     15.7 Headings.  The headings in the sections, Sections and Schedules of\n          --------                                                          \nthis Agreement are inserted for convenience of reference only and shall not\nconstitute a part hereof. The words \"herein,\" \"hereof,\" \"hereto\" and\n\"hereunder,\" and other words of similar import refer to this Agreement as a\nwhole and not to any particular provision of this Agreement.\n\n     15.8 Expenses.  The parties hereto shall pay all of their own expenses\n          --------                                                         \nrelating to the transactions contemplated by this Agreement, including, without\nlimitation, the fees and expenses of their respective counsel, accountants and\nfinancial advisors.\n\n                                     -42-\n\n \n     15.9 Counterparts.  This Agreement may be executed in two or more\n          ------------                                                \ncounterparts, each of which shall be deemed an original and all of which\ntogether shall constitute one and the same document.\n\n     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly\nexecuted on the day and year first written above.\n\n                             QWEST COMMUNICATIONS CORPORATION,\n                                 a Delaware corporation\n\n\n\n                             By:_____________________________________________\n                                 Name:  Robert S. Woodruff\n                                 Title: Executive Vice President - Finance, \n                                        Chief Financial Officer and Treasurer\n\n\n\n\n                             SHAREHOLDER:\n\n                             NEWSUPERNET,\n                                 a Colorado nonprofit corporation\n\n\n\n                             By:_____________________________________________\n                                 Name:  Julian Kateley\n                                 Title: Chairman\n\n                                     -43-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8630],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9622,9627],"class_list":["post-43703","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-qwest-communications-international-inc","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43703","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43703"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43703"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43703"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43703"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}