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THIS DOCUMENT, WHICH IS BASED ON GEORGIA LAW, IS INTENDED TO INFORM NOT

TO ADVISE. NO ONE SHOULD ATTEMPT TO APPLY OR INTERPRET ANY LAW

WITHOUT THE AID OF A LAWYER WHO KNOWS CRIMINAL LAW AND COURT RULES,

BECAUSE THE FACTS OF EACH INDIVIDUAL CASE ARE DIFFERENT AND MAY CHANGE

THE APPLICATION OF THE LAW.

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AGREEMENT FOR PURCHASE AND SALE OF ASSETS

THIS AGREEMENT is made at Ringgold, Georgia, as of the

________ day of ______________,1990 by ________________________

hereinafter referred to as the Purchaser, and ________________________

___________________________, a Tennessee Corporation, hereinafter referred

to as the Seller.

RECITAL

The Purchaser desires to purchase and receive from the

Seller, and the Seller desires to sell and assign to the

Purchaser, all of the Seller's properties, assets, and

business as a going concern which are determined to be useful

by Purchaser, and also a list of all customers, said list

consisting of approximately 300 names, addresses, and

telephone numbers.

AGREEMENT

THEREFORE, in consideration of the mutual promises and

conditions contained in this Agreement, the parties hereby

agree as follows:

PURCHASE AND SALE

(1) Upon the terms and subject to all of the conditions in

this Agreement and the performance by each of the parties of

their respective obligations, the Purchaser agrees to purchase

from the Seller, and the Seller agrees to sell and deliver to

the Purchaser on the Closing Date, all of the Seller's

properties, assets, and business as a going concern, including

its cash on hand and in banks, accounts receivable corporate

books, records, and seal, all of which shall be retained by

the Purchaser. The properties, assets, and business to be

conveyed and delivered include those described or referred to

in Exhibit A attached hereto.

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PURCHASE PRICE

(2) Subject to the terms and conditions of this Agreement,

and in full consideration for the conveyance, transfer, and

delivery of the Seller's properties, assets, and business to

the Purchaser at the Closing:

(a) The Purchaser will deliver to the Seller a cashier's

check in the sum of $_____________.

(b) The Purchaser will assume the indebtedness owed by

the Seller to _______________, as evidenced by a

promissory note in the principal amount of ________;

a copy of the note is attached as Exhibit B.

(c) The Purchase will assume the indebtedness owed by

the Seller to __________________, as evidenced by a

promissory note in the principal amount of ________;

a copy of the note is attached as Exhibit B-1.

(d) The above notes will be assumed by Purchaser subject

to the Creditor's approval.

ALLOCATION OF PURCHASE PRICE

(3) The foregoing purchase price shall be apportioned among

the properties, assets, and business being sold by the Seller

to the Purchaser hereunder as follows:

(a) Inventory (Wholesale rate) $____________

(b) Furniture, Fixtures, and $____________

Equipment(Appraised or Book

value)

(c) Utility Deposits $____________

(d) Covenant Not to Compete $____________

(e) Goodwill $____________

Total $____________

____________

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ASSUMPTION OF CERTAIN OBLIGATIONS BY PURCHASER

(4) At the Closing, the Purchaser shall assume and agree

to discharge the Seller's obligation to ____________________

as described in Paragraph 2(b). Except as expressly provided

in this Section 4, the Purchaser will not assume and will not

discharge or be liable for any debts, liabilities, or

obligations of the Seller, including, without limitation, any

(a) liabilities or obligations of the Seller to its creditors

or stockholders as such or as creditors; (b) liabilities or

obligations of the Seller with respect to any transactions

occurring after the Closing; (c) sales or income tax or other

liabilities or obligations of the Seller incurred in

connection with the sale of its properties, assets, or

business pursuant to this Agreement, or in connection with its

liquidation or dissolution; or (d) any contingent liabilities

or obligations of the Seller.

CLOSING AND CERTAIN RELATED MATTERS

(5)(a) The Closing shall be on December _____,1990 or such

other date as the parties hereto shall mutually agree. The

time and place of the Closing shall be at the law office of

Marshall M. Bandy, Jr. at 505 Lafayette Street, Ringgold,

Georgia.

INSTRUMENTS OF CONVEYANCE AND TRANSFER

(b) At the Closing:

(i) The Seller will deliver to the Purchaser such

deeds, bills of sale, endorsements,

assignments, and other good and sufficient

instruments of conveyance and transfer in form

satisfactory to the Purchaser's counsel,

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MARSHALL M. BANDY, JR., and containing full

warranties of title, as shall be effective to

vest in the Purchaser good, absolute, and

marketable title to the properties, assets, and

business being transferred to the Purchaser by

the Seller, free and clear of all liens,

charges and encumbrances, and restrictions

whatsoever; and

(ii) The Seller will deliver to the Purchaser all

the contracts, dealer franchises, agreements,

commitments, and rights pertaining to the

Seller's business and other data relating to

its assets, business, and operation, except its

books of account and supporting records,

corporate minutes books and stock transfer

records of the Seller. Seller agrees to

provide copies of books of account and

supporting records, corporate minute books and

stock transfer records of the Seller.

(iii) Simultaneously with such deliver, the Seller

will take all such steps as may be requisite to

put the Purchaser in actual possession,

operation, and control of the properties,

assets, and business to be transferred

hereunder.

SALES AND TRANSFER TAXES AND FEES

(c) All applicable sales, transfer, documentary, use,

filing, and other taxes and fees that may be due or

payable as a result of the conveyance, assignment,

transfer, or delivery of the property, assets, or

business to be conveyed and transferred as provided

herein whether levied on the Seller or the Purchaser

shall be borne by the Seller. The parties agree that

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the Purchaser shall not pay any such tax, but that

all such taxes shall be paid by the Seller, subject

to its right in good faith to contest the validity

or amount thereof by proper proceedings at its

expense.

FURTHER ASSURANCES TO PURCHASER

(d) From time to time, after the Closing, at the request

of the Purchaser, the Seller will execute and

deliver to the Purchaser such other instruments of

conveyance and transfer and take such other action

as the Purchaser may reasonably require more

effectively to convey, transfer to, and vest in the

Purchaser, and to put the Purchaser in possession

of, any of the properties or assets to be conveyed,

transferred, and delivered to the Purchaser

hereunder.

REPRESENTATIONS AND WARRANTY BY SELLER

(6) As a material inducement to the Purchaser to execute

and perform its obligations under this Agreement, the Seller

hereby represents and warrants to the Purchaser as follows:

ORGANIZATION OF SELLER

(a) The Seller is a corporation duly organized, validly

existing, and in good standing under the laws of the

State of Tennessee and has all requisite

corporate and authority to carry on its business

as it is presently being conducted, to enter into

this Agreement, and to carry out and perform the

terms and provisions of this Agreement. Seller has

no subsidiaries and, further, has no direct or

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indirect interest (other than as a creditor under

accounts receivable), either by way of stock

ownership or otherwise, in any other firm,

corporation, association, or business enterprise.

CAPITALIZATION

(b) The Seller is duly and lawfully authorized by its

Articles of Incorporation, as heretofore duly and

lawfully amended, to issue __________shares of

_________, ______________, of which there are

__________ shares validly issued and outstanding as

of the date of this Agreement. The Seller has not

other class or series or authorized capital stock.

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There are in existence no outstanding options,

contracts, commitments, warrants, agreements, or

rights of any character or nature whatever affecting

or relating in any manner to the issuance of the

Seller's capital stock.

FINANCIAL STATEMENTS

(c) The Seller has delivered to Purchaser an audited

balance sheet, hereinafter referred to as the

Balance Sheet, of the Seller as of ________________,

1990, a copy of which is attached hereto as Exhibit

C, said audit to be performed by a certified public

accountant subject to approval of Purchaser. To the

best of the Seller's knowledge and belief, the

Balance Sheet fairly presents the condition of the

Seller at the date thereof and discloses all of the

debts, liabilities, and obligations of the Seller,

whether accrued, absolute, contingent, or otherwise

due or to become due (including without limitation

liabilities for taxes of any kind whatsoever) or

arising out of transactions occurring, or any state

of facts existing, on or prior to the date of such

Balance Sheet. The Balance Sheet was prepared in

accordance with generally accepted accounting

principles, applied on a basis consistent with prior

periods.

CHANGES

(d) Between November 1, 1990 and the date hereof, the

Seller has not:

(i) Incurred any obligations or liabilities,

absolute, accrued, contingent, or otherwise,

except current liabilities incurred in the

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ordinary course of business, and those current

liabilities are as follows:

;

(ii) Mortgaged, pledged, subjected to lien, charge,

or encumbrance, or granted a security interest

in, any of its assets, tangible or intangible;

(iii)Canceled any debt or claim or sold or

transferred any of its assets or properties,

except sales out of inventory in the ordinary

course of business;

(iv) Suffered any damage, destruction, or loss

(whether or not covered by insurance) affecting

its properties, business, or prospects, or

waived any rights of substantial value; or

(v) Entered into any transaction other than in the

ordinary course of business other than

specifically enumerated as follows:

.

LITIGATION

(e) There are no actions, suits, or proceedings pending

or threatened against the Seller or affecting any of

its properties or rights, at law or in equity, or

before any federal, state, municipal, or other

governmental agency or instrumentality, domestic or

foreign, nor is the Seller or any of its officers or

directors aware of any facts which to its or their

knowledge might result in any such action, suit, or

proceeding. The Seller is not in default with

respect to any order or decree of any court or of

any such governmental agency or instrumentality. The

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only exception being civil action ______ in Hamilton

County, Tennessee. Purchaser warrants that it has or

will prior to Closing furnish all pending and other

relevant documents to Purchaser's counsel and

Purchaser shall be entitled to receive opinion of

counsel which confirms Seller's warranty prior to

Closing sale.

COMPLIANCE WITH LAW AND OTHER INSTRUMENTS

(f) The Seller is not in violation of any term or

provision of any charter, bylaw, mortgage,

indenture, contract, agreement, instrument,

judgment, decree, order, statute, rule or

regulation, and the execution and delivery of and

performance and compliance with this Agreement will

not result in the violation of or be in conflict

with or constitute a default under any

such term or provision or result in the creation of

any mortgage, lien, encumbrance, or charge upon any

of the properties or assets of the Seller pursuant

to any such term or provision.

CORPORATE ACTS AND PROCEEDINGS

(g) The sale and transfer of assets by the Seller, as

provided for in this Agreement, have been approved

and consented to by the Board of Directors of the

Seller and by the requisite number of holders of its

outstanding capital stock, and all action required

by any applicable law or otherwise by stockholders

of the Seller with regard to such sale and transfer

of assets by Seller [and its change of name to

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______________ Corporation] have been appropriately

authorized and accomplished.

TITLE TO PROPERTIES AND ASSETS

(h) The Seller has good, absolute, and marketable title

to all of its properties and assets being sold to

the Purchaser pursuant to this Agreement, including

without limitation those reflected in the Balance

Sheet (other than inventory since sold or disposed

of in the ordinary course of business) and those

described or referred to in Exhibit A hereto, held

in each case subject to not lease, mortgage, pledge,

lien, charge, security interest, encumbrance, or

restriction whatsoever. The furniture, fixtures,

and equipment of the Seller are in good condition

and repair, reasonable wear and tear excepted and

are listed on attached Exhibit _____ (1).

PATENTS AND TRADEMARKS

(i) The Seller has no knowledge of any claim or reason

to believe that it is or may be infringing or

otherwise acting adversely to the rights of any

person under or in respect of any patent, trademark,

service mark, trade name, copyright, license, or

other similar intangible right. The Seller is not

obligated or under any liability whatever to make

any payments by way of royalties, fees, or otherwise

to any owner or licensee of or other claimant to any

patent, trademark, trade name, copyright, or other

intangible asset with respect to the use thereof or

in connection with the conduct of its business or

otherwise.

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NO DEFAULT

(j) The Seller is not in default in any respect under

any of the contracts, agreements, leases, documents,

or other commitments to which it is a party or

otherwise bound.

ABSENCE OF CERTAIN CHANGES OR EVENTS

(k) Since the date of the Balance Sheet, there has not

been any adverse change in, or event or condition

adversely affecting the condition (financial or

otherwise) of properties, assets, liabilities,

business, or prospects of the Seller.

DEALERS

(l) The introduction of the Seller to the Purchaser and

all negotiations on the part of the Seller relative

to this Agreement and the transaction contemplated

hereby have been effected and carried on by the

Seller directly with the Purchaser without the

intervention of any dealer, finder, or other person.

DISCLOSURE

(m) No representation or warranty by the Seller in this

Agreement or in any writing attached hereto,

contains or will contain any untrue statement of

material fact or omits or will omit to state any

material fact (of which the Seller or any of its

directors or stockholders has knowledge or notice)

required to make the statements herein or therein

contained not misleading.

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CONDITIONS PRECEDENT TO THE CLOSING BY PURCHASER

(7) The obligation of the Purchaser to consummate this

Agreement is subject to and conditioned upon the satisfaction,

at or prior to the Closing, of each of the following

conditions:

COMPLIANCE WITH AGREEMENT

(a) All the terms and conditions of this Agreement to be

complied with and performed by the Seller on or

before the Closing Date, including the delivery to

the Purchaser of all schedules, documents, and

instruments required to be delivered to purchaser by

this Agreement, shall have been complied with and

performed.

APPROVAL OF LEGAL MATTERS BY PURCHASER'S COUNSEL

(b) The validity or legality of all actions,

proceedings, instruments, and documents required to

carry out this Agreement or incidental thereto, and

all other related legal matters, shall have been

approved by Purchaser's counsel, MARSHALL M. BANDY,

JR.; and there shall have been furnished to such

counsel by the Seller such corporate and other

records of the Seller as they may have requested for

such purpose.

COUNSEL'S OPINION

(c) The Seller shall have delivered to the Purchaser an

opinion dated the date hereof, of Seller's

counsel,Ralph Killabrew, Jr., to the effect that:

(i) The Seller is a duly organized and validly

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existing corporation in good standing under the laws

of the State of Tennessee;

(ii) The Seller has the corporate power to carry on

its business as it is presently being

conducted, to enter into this Agreement, to

assign, transfer, and deliver to the Purchaser

the properties, assets, and business of the

Seller as contemplated by this Agreement, and

to carry out the provisions of this Agreement;

(iii) All corporate proceedings required by law or by

the provisions of this Agreement to be taken by

the Board of Directors and shareholders of the

Seller on or prior to the date hereof in

connection with the consummation of the

transactions contemplated by this Agreement

have been duly and validly taken;

(iv) This Agreement and the instruments executed and

delivered to Purchaser pursuant to this

Agreement have been fully and properly

authorized, executed, and delivered and

constitute the legal, valid, and binding

obligation of the Seller or the stockholders of

the Seller, enforceable in accordance with

their terms;

(v) The performance of this Agreement and the

consummation of the transactions contemplated

hereby will not result in any breach or

violation of any of the terms or provisions of,

or constitute a default under, the Seller's

Articles of Incorporation or Bylaws, or any

agreement or instrument to which the Seller is

a party or by which it is bound or to which any

of its property is subject;

(vi) Such counsel has no knowledge of any

litigation, (other than that listed in this

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agreement) proceeding, or governmental

investigation (whether state or federal) or

labor dispute or labor trouble pending or

threatened against or relating to the Seller or

its properties, assets, or business.

CONSENT TO ASSIGNMENT OF LEASE

(d) The Seller shall have obtained from the Lessor of

the premises located at

_____________________________, his consent to the

assignment of the rights of the Lessee under the

lease agreement dated ______________,19____, between

____________________, as Lessor, and Signal

Communications, as Lessee, and his agreement to

substitute RTC Communication, Inc. as the primary

Lessee under the terms of the lease agreement.

DELIVERY OF CERTAIN INSTRUMENTS BY SHAREHOLDERS

(e) The shareholders of the Seller shall have executed

and delivered to the Purchaser a joint and several

Guaranty and Agreement of Indemnity, dated the date

of the Closing, and in the form attached hereto as

Exhibit D.

COMPLIANCE WITH BULK TRANSFER LAW

(f) All notice and other requirements of Sections

__________shall have been complied with.

REPRESENTATIONS AND WARRANTIES

(g) The representations and warranties of the Seller in

Paragraph (6) hereof shall be deemed to have been

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made again on the Closing Date and then be true and

correct, subject to any changes contemplated by this

Agreement. There shall have been no materially

adverse change in the financial condition of the

Seller.

NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES

(8) The representations and warranties contained in and

made pursuant to this Agreement shall survive the execution

and delivery of this Agreement and all inspections,

examinations, and audits made at any time by or on behalf of

any of the parties.

INDEMNIFICATION

(9) The Seller shall, and hereby agrees to, indemnify and

hold harmless, the Purchaser at all times from and after the

Closing Date against and in respect to any damages, as

hereinafter defined. Damages, as used herein, shall include

any claims, actions, demands, losses, costs, expenses,

liabilities (joint or several), penalties, and damages,

including counsel fees incurred in investigating or in

attempting to avoid the same or oppose the imposition

thereof,resulting to the Purchaser from (a) any materially

inaccurate representation made by the Seller in or under this

Agreement; (b) breach of any of the warranties made by the

Seller in or under this Agreement; (c) breach or default in

the performance by the Seller of any of the covenants to be

performed by it hereunder; and (d) any debts, liabilities, or

obligations of the Seller, whether accrued, absolute,

contingent, or otherwise, due or to become due, except those

obligations specifically assumed by the Purchaser in Paragraph

(2)(b) of this Agreement.

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DEMANDS AND ACTIONS

(10) The Purchaser agrees that promptly upon receipt by it

of notice of any demand, assertion, claim, action, or

proceeding, judicial or otherwise, with respect to any matter

as to which the Seller and its stockholders (by separate

agreement) have agreed to indemnify the Purchaser under the

provisions of this Agreement, the Purchaser will give prompt

notice thereof in writing to the Seller, together, in each

instance, with a statement of such information respecting such

demand, assertion, claim, action, or proceeding as the

Purchaser shall then have. The Seller reserves the right to

contest and defend by all appropriate legal or other

proceedings any demand, assertion, claim, action, or

proceeding with respect to which it or its stockholders have

been called upon to indemnify the Purchaser under the

provisions of this Agreement; provided, however, that:

(a) Notice of the intention so to contest shall be

delivered to the Purchaser within ________ calendar

days from the date of receipt by the Seller of

notice of the assertion of such demand, assertion,

claim, action, or proceeding;

(b) The Seller shall pay all costs and expenses of such

contest, including all attorneys' and accountants'

fees and the cost of any bond required by law to be

posted in connection with such contest; and

(c) Such contest shall be conducted by reputable

attorneys employed by the Seller at the Seller's

cost and expense, but the Purchaser shall have the

right to participate in such proceedings and to be

represented by attorneys of its own choosing, at its

own cost and expense.

If after such opportunity, the Seller does not elect to

participate, or does not participate, in any such proceedings,

the Seller and its stockholders shall be bound by the results

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obtained by the Purchaser, including without limitation any

out-of-court settlement or compromise.

If Seller elects to contest any demand, assertion, or

claim, neither it nor its stockholders shall be obligated to

make any payments to the Purchaser with respect thereto until

the legal remedies available to the Seller or Purchaser, as

the case may be, with respect to such demand, assertion, or

claim, shall have been exhausted.

If requested by the Seller, the Purchaser agrees to

cooperate with the Seller in contesting any demand, assertion,

or claim which the Seller elects to contest, or, if

appropriate, in the making of any counterclaim or demand

against the person asserting such demand, assertion, or claim

or any cross-complaint against any person; but the Seller will

reimburse the Purchaser for any expenses incurred by the

Purchaser in so cooperating with the Seller. If such

counterclaim or cross-complaint results in receipt by the

Purchaser of amounts in excess of the amount which is subject

to any such demand, assertion, or claim, such excess shall

first be applied to the payment of the reasonable costs and

expenses of the Seller incurred in connection with such

contest, counterclaim, or cross-complaint, and the balance

retained by the Purchaser.

COVENANT NOT TO COMPETE

(11) The Seller and its officers and directors [and all of

its shareholders] agree separately and severally that, for a

period of two years from the date of closing, they will not,

directly or indirectly, own, manage, operate, join, control,

or participate in the ownership, management, operation, or

control of, or be connected with, in any manner, any business

in Hamilton, Bradley, Sequatchie Counties in Tennessee, and

Catoosa, Walker, Dade, Whitfield, and Chattooga Counties nor

within a 75 mile radius of the City of Chattanooga, Tennessee,

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which shall be in competition with the business of the Seller

presently being conducted.

SATISFACTION OF DEBTS

(12) The Seller hereby further covenants that as promptly

as practicable after the Closing it will satisfy in full all

of its debts, liabilities, and obligations. From and after

the Closing Date, the Seller will not engage in any business

or other activity, except as required to wind up and dissolve

the corporation.

FIRE CASUALTY

(13) The Seller assumes all risk of destruction, loss, or

damage due to fire or other casualty up to the date of

Closing. Upon said destruction, loss, or damage due to fire or

other casualty of a substantial portion of the assets listed

in Exhibit A, the Purchaser shall have the option to terminate

this Agreement and, in the event of the exercise of such

option, all rights of the Purchaser and the Seller shall

terminate without liability to any party. The Purchaser shall

notify the Seller within _________________ days after

receiving written notice of said destruction, loss, or damage

due to fire or other casualty, of its decision to terminate

this Agreement. If the Purchaser does not timely notify the

Seller of termination, this Agreement shall remain in full

force and effect, provided, however, the purchase price shall

be adjusted at the Closing to reflect such destruction, loss,

or damage, and if the Purchaser or Seller are unable to agree

upon the amount of such adjustment, the dispute shall be

determined by an independent appraiser and such determination

shall be binding upon both the Purchaser and Seller herein.

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MISCELLANEOUS

(14)(a) This Agreement shall not be assignable by the

Seller of Purchaser without the consent of the

other. Nothing in this Agreement, expressed or

implied, is intended to confer upon any person,

other than the parties hereto and their successors,

any rights or remedies under or by reason of this

Agreement.

EXPENSES

(b) Each of the parties shall bear all expenses incurred

by them in connection with this Agreement and in the

consummation of the transactions contemplated hereby

and in preparation thereof.

AMENDMENT AND WAIVER

(c) This Agreement may be amended or modified at any

time and in all respects, or any provisions may be

waived by an instrument in writing executed by the

Purchaser and the Seller, or either of them in the

case of a waiver.

NOTICES

(d) Any notices or other communications required or

permitted hereunder shall be sufficiently given if

delivered personally or sent by registered or

certified mail, postage prepaid, addressed to the

Seller or its stockholders at _____________________

or to the Buyer's Counsel at P.O. Box 429, Ringgold,

Georgia, or at such other address as shall be

furnished in writing by any party to the others, and

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shall be deemed to have given as of the date so

delivered or deposited in the United States mail

postage paid, as the case may be.

CHOICE OF LAW

(e) It is the intention of the parties that the laws of

the State of Georgia should govern the validity of

this Agreement, the construction of its terms, and

the interpretation of the rights and duties of the

parties.

SECTION AND OTHER HEADINGS

(f) Section, paragraph, and other headings contained in

this Agreement are for reference purposes only and

shall not affect in any way the meaning or

interpretation of this Agreement.

COUNTERPART EXECUTION

(g) This Agreement may be executed in two or more

counterparts, each of which shall be deemed an

original, but all of which together shall constitute

but one and the same instrument.

GENDER

(h) All personal pronouns used in this Agreement shall

include the other genders whether used in the

masculine or feminine or neuter gender, and the

singular shall include the plural whenever and as

often as may be appropriate.

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PARTIES IN INTEREST

(i) All the terms and provisions of this Agreement shall

be binding upon and inure to the benefit of, and be

enforceable by, the Seller and the Purchaser and

their successors and assigns.

INTEGRATED AGREEMENT

(j) This Agreement constitutes the entire agreement

between the parties hereto, and there are no

agreements, understandings, restrictions,

warranties, or representations between the parties

other than those set forth herein or herein provided

for.

PURCHASER

ATTEST: ______________________________

_________________________ BY_______________________________

Secretary President

SELLER

ATTEST: _____________________________

_________________________ BY______________________________

Secretary President

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