<SEQUENCE>4

<FILENAME>asset.txt

<DESCRIPTION>ASSET PURCHASE AGREEMENT

<TEXT>

                         ASSET PURCHASE AGREEMENT



     THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of this 11th

day of February, 2002 (the "Effective Date"), between Nx Networks Inc., a

Delaware corporation, a debtor and debtor-in-possession ("Seller"), with a

principal place of business at 13595 Dulles Technology Drive, Herndon,

Virginia 20171, and nsgdata.com Inc., a Maryland corporation or its Permitted

Designee (as defined in Section 12(d))  ("Buyer"), with offices at 7435 New

Technology Way, Frederick, MD 21703.  Seller and Buyer are sometimes referred

to as the "Parties."



                                  RECITALS

     WHEREAS, Seller is a provider of voice and data telecommunications

solutions to carriers, internet service providers and wireless telephony

service providers (collectively, the "Business"); and



     WHEREAS, on November 1st, 2001, Seller filed a voluntary chapter 11

petition commencing a case in the United States Bankruptcy Court for the

Eastern District of Virginia (the "Bankruptcy Court"), Case Nos. 01-14223-RGM

(the "Chapter 11 Case"); and



     WHEREAS, Buyer desires to purchase certain of the assets of Seller

related to or used by Seller in connection with the Business and to assume

selected executory contracts of Seller (the "Acquired Assets") (as more

particularly defined in Section 1) related to the Business on an expedited

basis, and Seller desires to sell, assign and transfer to Buyer the Acquired

Assets on an expedited basis, as more particularly described herein and in

accordance with Sections 105, 363 and 365 of the United States Bankruptcy Code

(the "Bankruptcy Code"); and



     WHEREAS, the Seller has continued to operate the business since filing

for bankruptcy (the "Post Petition Period") as Debtor and Debtor-in-

Possession; and



     WHEREAS, the Parties agree that time is of the essence in connection with

the sale of the Acquired Assets, and Buyer has stated that a rapid

consummation of the sale of the Acquired Assets is essential; and



     WHEREAS, the Acquired Assets will be sold pursuant to an order of the

Bankruptcy Court approving such sale under Sections 105, 363 and 365 of the

Bankruptcy Code (the "Sale Order" defined in Section 6(c)(ii)(B) herein).



     NOW, THEREFORE, for and in consideration of the foregoing and their

mutual covenants and agreements set forth below, and other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged,

the Parties, intending to be legally bound, hereby agree as follows:



1.  SALE OF ASSETS



     (a)  Acquired Assets.   At the Closing (as defined in Section 3(a)),

pursuant to Sections 105, 363, and 365 of the Bankruptcy Code and on the terms

and subject to the conditions precedent of this Agreement, Seller will sell,

assign and transfer to Buyer, and Buyer will purchase, all of Seller's right,

title and interest in and to the Acquired Assets.  The Acquired Assets include

all of the following personal property of Company whether presently existing

or hereafter created, written, produced or acquired but shall not include the

Excluded Assets defined in Section 1. (a) (viii) below:

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<PAGE>

         (i)     all accounts receivable, operating bank accounts with

positive balance, chattel paper, contract rights (including, without

limitation, sales contracts, service contracts, maintenance agreements,

royalty agreements, license agreements and distribution agreements),

documents, instruments, money, cash on hand, deposit accounts, trade deposits,

court deposits and bonds, and general intangibles, including, without

limitation, returns, repossessions, books and records relating thereto, and

equipment containing said books and records, all investment property,

including securities and securities entitlements. Operating accounts shall

include but not be limited to those listed in Schedule 1(a) (i) attached.



         (ii)     all product technology including hardware designs and all

software, computer source codes and other computer programs (collectively, the

"Products", which includes but is not limited to those products listed in

Schedule 1(a) (ii) attached, which is the table of contents of the Sellers

Price List), and all common law and statutory copyrights and copyright

registrations, applications for registration, now existing or hereafter

arising, United States of America and foreign, obtained or to be obtained on

or in connection with the Products, or any parts thereof of any underlying or

component elements of the Products together with the right to copyright and

all rights to renew or extend such copyrights and the right to sue and/or

collect in its own name and/or the name of the Seller for past, present and

future infringements of copyright;



       (iii)     all goods, including, without limitation, equipment and

inventory, including all rights to inventory held by third parties (including,

without limitation, all export inventory);



        (iv)     all guarantees and other security therefor;



         (v)     all trademarks, service marks, trade names, internet web site

domain names, and service names and the goodwill associated therewith;



        (vi)     (a) all patents and patent applications filed in the United

States Patent and Trademark office or any similar office or any foreign

jurisdiction, including but not limited to the Patents listed in Schedule 1(a)

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