<SEQUENCE>18

<FILENAME>0018.txt

<TEXT>



                            SALE OF ASSETS AGREEMENT





This  Sale  of  Assets  Agreement  is  entered  into  this day by and among Axon

Connectivity  Technology  Inc.,  a  Nevada  corporation (hereinafter "Seller" or

"Axon"),  and  Pacific  Telcom,  Inc.,  an  Illinois  corporation  (hereinafter

"Purchaser"  or  "PacTel").

WHEREAS,  the Seller is engaged in the business of Re-Seller of EasyTel services

and products and is the owner of assets including, but not limited to equipment,

telecommunication  switches,  contract  rights, accounts hosted on such switches

leasehold  interests  and  miscellaneous  rights  used  in  connection  with the

operation  of  such  assets  its  business;  and



WHEREAS,  the  Purchaser desires to purchase, and the Seller desires to sell the

assets  used,  or intended to be used, in the operation of the Seller's business

as  specifically  set  forth  and  described  herein.



NOW  THEREFORE,  IT  IS  AGREED  AS  FOLLOWS:



Section  1.  Assets  Purchased.

----------   -----------------



The  Seller agrees to sell to the Purchaser and the Purchaser agrees to purchase

from  the  Seller,  on the terms and conditions set forth in this Agreement, the

assets  set  forth  as  follows  ("Assets"):



     a.   A 6T telecommunication switch located in San Diego, California;

     b.   A 6T telecommunication switch located in Minneapolis, Minnesota;

     c.   The rights to the  completion  of the purchase  from  EasyTel,  or its

          affiliate, and installation of a 6T switch in New York, New York;

     d.   The rights to the  completion  of the purchase  from  EasyTel,  or its

          affiliate, and installation of a 6T switch in Miami, Florida; and

     e.   Any and all  accounts  hosted on  telecommunications  switches  in San

          Diego, Minneapolis, New York and Miami.



Section  2.     Excluded  Assets.  Excluded  from this sale and purchase are the

----------      ----------------

Seller's  accounts  receivable,  cash,  notes  receivable, prepaid accounts, the

corporate  seals,  minute  books, stock transfer books, general ledger and other

accounting  records (except as otherwise provided herein), other records related

exclusively  to  the  organization,  existence  or  share  capitalization of the

Seller,  its  affiliates, subsidiaries, and any other assets of the business not

specified  in  Section  1.  The  Seller  shall make its general ledger and other

accounting  records  available for inspection by the Purchaser from time to time

upon  reasonable  request,  as  they  relate  to  the  Assets.





<PAGE>

Section  3.  Liabilities  Assumed.

----------   --------------------



3.1     Except  as  otherwise provided below, the Purchaser agrees to assume and

pay,  discharge or perform, as appropriate, only the liabilities and obligations

of  the  Seller  ("Assumed  Liabilities")  specifically  set  forth  as follows:



     a.   The balance of the  payment of the T6 switch in New York,  New York to

          EasyTel;



     b.   The  balance  of the  payment  of the T6 switch in Miami,  Florida  to

          EasyTel; and



     c.   Dial tone charges and/or other expenses accrued as a result of the use

          of the Assets to EasyTel, only from the date of Closing, forward.



3.2     Notwithstanding  Section  3.1,  the Purchaser shall not assume, agree to

pay,  discharge  or  perform, or incur, as the case may be, any of the following

liabilities:



3.2.1     liabilities  (including  principal  and interest) arising out of loans

and other indebtedness owing to any person or entity, excluding only the Assumed

Liabilities;



3.2.2     liabilities  of  the  Seller not arising in the ordinary course of its

business  incurred or accrued prior to the Closing, unless an Assumed Liability;

and



3.2.3     any  liability  or obligation owed by the Seller and/or arising out of

or  in  connection with the Assets to EasyTel, or any other party, accrued prior

to  the  Closing  Date.



3.3     The  obligations  of  the  Purchaser  under  this Section are subject to

whatever  rights  the  Purchaser  may have under this Agreement or otherwise for

breach  by  the  Seller  of  any representation, warranty, covenant or agreement

contained  in  this  Agreement,  including  but  not  limited  to  any  right of

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC