Bockler Stuart – ‘SC 13D’ on 1/3/01 re: Accesstel Inc/UT – EX-1.1

On:  Wednesday, 1/3/01, at 2:10pm ET   ·   Accession #:  1113182-1-500014   ·   File #:  5-57101

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Bockler 13D                                            6     21K 
 2: EX-1.1      Share Exchange Agreement                              62    122K 

EX-1.1   —   Share Exchange Agreement
Exhibit Table of Contents

EX-1.1
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                                       EX-1.1 SHARE EXCHANGE AGREEMENT

                                                        EXECUTION COPY

SHARE EXCHANGE AGREEMENT      

THIS  SHARE  EXCHANGE  AGREEMENT, dated as of December 18, 2000, is by
and among Shopps.com, Inc., a  Utah corporation (the "Company"), AccessTel,     
Inc.,  a  Delaware  corporation  ("AccessTel"),  and  the  shareholders  of     
AccessTel listed on Schedule I hereto (the "Sellers") with reference to the     
following:                                                                      

W I T N E S S E T H:      

A.   The Sellers own 100% of  the  shares of common stock of AccessTel
in  the  denominations  as set forth opposite  their  respective  names  on     
SCHEDULE I to this Agreement  which shares constitute all of the issued and     
outstanding shares of capital stock of AccessTel (the "AccessTel Shares").      

B.   The Company desires to  acquire from the Sellers, and the Sellers
desire to sell to the Company all of  the  AccessTel Shares in exchange for     
the  issuance  by the Company of an aggregate  of  36,100,540  shares  (the     
"Company Shares")  of the Company's common stock, par value $.001 per share     
(the "Company Common Stock"), on the terms and conditions set forth below.      

C.   The Company  currently  has  8,997,160  shares  of Company Common
Stock issued and outstanding subject to the following:                          

     (a)  3,600,000  outstanding  Shares of Company Common  Stock  are
subject to stop transfer restrictions (the  "Transfer  Restricted Shares").     
The Transfer Restricted Shares shall not be included in the total number of     
shares outstanding for purposes of calculating the number  shares  issuable     
to AccessTel at the Closing;                                                    

     (b)  1,000,000  shares  to  be  issued  upon  conversion  of  the
Company's  Series A Preferred Stock which Series A Preferred Stock shall be     
issued to certain creditors of the Company as soon as practicable after the     

Closing (the  "Creditors'  Shares").   The  Creditor  Shares  shall  not be     
included  in  the  total  number  of  shares  outstanding  for  purposes of     
calculating the number shares issuable to AccessTel at the Closing;             

     (c)  1,175,000 shares which will be issued at Closing pursuant to
a private placement of $587,500 (the "Private Placement");                      

     (d)  1,574,000   shares  which  will  be  issued  at  Closing  in
connection with the conversion  of  $393,600  in debt (the "Debt Conversion     
Shares"); and                                                                   

     (e)  1,000,000 shares which will be issued  at  Closing to Gerard
Conca  and Michelle Miller which will be subject to a pledge  agreement  by     
and among  Gerard  Conca,  Michele  Miller and AccessTel (the "Conca Miller     
Shares") and 11,740 shares to be issued  at Closing pursuant to an existing     
agreement with the Company.                                                     

NOW, THEREFORE, in consideration of the  premises  and  of  the mutual
representations,  warranties  and  agreements set forth herein, the parties     
hereto agree as follows:                                                        

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ARTICLE 1       

EXCHANGE OF SHARES      

1.1.EXCHANGE OF SHARES.  Subject  to  the  terms and conditions of this 
Agreement, on the Closing Date (as hereinafter defined):                        

     (a)the Company shall issue and deliver to each of the Sellers the
number of authorized but unissued shares of Company  Common Stock set forth     
opposite such Seller's name set forth on SCHEDULE I hereto; and                 

     (b)the  Sellers agree to deliver to the Company,  the  number  of
shares of Common Stock,  of  AccessTel  (the  "AccessTel Common Stock") set     
forth  opposite  such  Seller's name on SCHEDULE I  hereto  along  with  an     
appropriately executed stock power endorsed in favor of the Company.            

1.2.TIME  AND  PLACE OF  CLOSING.   The  closing  of  the  transactions 
contemplated hereby (the "Closing") shall take place at the offices of Loeb     
& Loeb LLP at 10100  Santa  Monica  Boulevard,  Suite  2100,  Los  Angeles,     
California  on  the  date  hereof  (the  "Closing Date") at 10:00 A.M., Los     
Angeles time.                                                                   

ARTICLE 11      

REPRESENTATIONS AND WARRANTIES OF THE COMPANY     

The Company represents and warrants to  the  Sellers,  subject  to the
exceptions  specifically disclosed in the schedules supplied by the Company     
to AccessTel and the Sellers, as follows:                                       

2.1 DUE   ORGANIZATION    AND    QUALIFICATION;    SUBSIDIARIES;    DUE 
AUTHORIZATION.                                                                  

     (a)The  Company  is  a  corporation  duly  incorporated,  validly
existing  and  in  good  standing  under  the  laws  of its jurisdiction of     
formation,  with  full  corporate  power and authority to  own,  lease  and     
operate  its  respective  business and  properties  and  to  carry  on  its     
respective business in the  places and in the manner as presently conducted     
or proposed to be conducted.   The Company is in good standing as a foreign     
corporation in each jurisdiction  in  which the properties owned, leased or     
operated,  or the business conducted, by  it  requires  such  qualification     
except for any  such  failure,  which  when  taken  together with all other     
failures, is not likely to have a Material Adverse Effect  on  the business     
of  the  Company taken as a whole.  ("Material Adverse Effect" shall  mean,     
with respect  to  the  Company  on  the one hand and AccessTel on the other     
hand,  the  result  of  one  or  more events,  changes  or  effects  which,     
individually or in the aggregate,  would  have a material adverse effect or     
impact  on  the  business,  assets,  results  of  operations,  intellectual     
property rights, prospects or financial condition of such party, taken as a     
whole, or is reasonably likely to delay or prevent  the consummation of the     
transactions contemplated hereby).                                              

     (b)Except as set forth on Schedule 2.1, the Company does not own,
directly  or  indirectly,  any  capital stock, equity or  interest  in  any     
corporation, firm, partnership, joint venture or other entity.                  

     (c)The Company has all requisite corporate power and authority to
execute and deliver this Agreement,  and  to  consummate  the  transactions     
contemplated  hereby  and  thereby.   The  Company  has taken all corporate     
action necessary for the execution and delivery of this  Agreement  and the     
consummation  of  the  transactions contemplated hereby, and this Agreement     
constitutes the valid and  binding  obligation  of the Company, enforceable     
against the Company in accordance with its respective  terms, except as may     
be  affected  by  bankruptcy, insolvency, moratoria or other  similar  laws     
affecting the enforcement of creditors' rights generally and subject to the     
qualification that the availability of equitable remedies is subject to the     
discretion of the court  before  which  any  proceeding  therefore  may  be     
brought.                                                                        

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2.2 .NO  CONFLICTS  OR  DEFAULTS.  The  execution  and  delivery of this  
Agreement   by  the  Company  and  the  consummation  of  the  transactions     
contemplated  hereby  do  not  and shall not (a) contravene the Articles of     
Incorporation or Bylaws of the Company or (b) with or without the giving of     
notice or the passage of time (i)  violate,  conflict  with, or result in a     
breach  of,  or  a default or loss of rights under, any material  covenant,     
agreement, mortgage,  indenture,  lease,  instrument,  permit or license to     
which  the  Company  is a party or by which the Company is  bound,  or  any     
judgment, order or decree,  or  any  law,  rule  or regulation to which the     
Company is subject, (ii) result in the creation of,  or  give any party the     
right  to  create,  any  lien,  charge, encumbrance or any other  right  or     
adverse interest ("Liens") upon any  of  the  assets  of the Company, (iii)     
terminate  or  give  any  party the right to terminate, amend,  abandon  or     
refuse to perform, any material  agreement,  arrangement  or  commitment to     
which the Company is a party or by which the Company's assets are bound, or     
(iv)  accelerate  or  modify, or give any party the right to accelerate  or     
modify, the time within  which, or the terms under which, the Company is to     
perform any duties or obligations  or  receive any rights or benefits under     
any material agreement, arrangement or commitment to which it is a party.       

2.3 .CAPITALIZATION.   The  authorized  capital  stock  of  the  Company  
immediately prior to giving effect  to the transactions contemplated hereby     
consists of 50,000,000 shares of Company  Common  Stock  of which 8,997,160     
shares of $.001 par value Common Stock are issued and outstanding as of the     
date  hereof  and  subject  to  the  provisions of Recital C.  All  of  the     
outstanding shares of Common Stock are,  and the Company Shares when issued     
in  accordance with the terms hereof, will  be,  duly  authorized,  validly     
issued, fully paid and nonassessable, and have not been or, with respect to     
the Company Shares, will not be issued in violation of any preemptive right     
of stockholders.   The  Company Shares are not subject to any preemptive or     
subscription  right,  any  voting   trust   agreement  or  other  contract,     
agreement, arrangement, option, warrant, call, commitment or other right of     
any character obligating or entitling the Company to issue, sell, redeem or     
repurchase any of its securities, and there is  no  outstanding security of     
any kind convertible into or exchangeable for Common Stock.                     

2.4 .FINANCIAL STATEMENTS.  Schedule 2.4 contains  copies of the audited  
balance  sheet  of  the  Company  at  December  31,  1999  and the  related     
statements of operations, stockholders' (deficit) equity and cash flows for     
the  years  ended December 31, 1999 and 1998, including the notes  thereto,     
and the unaudited  balance sheet at June 30, 2000 and the related statement     
of operations, stockholders  (deficit) and cash flow for the quarter period     
ended  June 30, 2000 (all such  statements  being  the  "Company  Financial     
Statements").   The  Financial Statements, together with the notes thereto,     
have been prepared in  accordance  with  U.S. generally accepted accounting     
principles applied on a basis consistent throughout  all periods presented,     
subject to audit adjustments, which are not expected to  be material.  Such     
statements present fairly the financial position of the Company  as  of the     
dates  and  for  the  periods  indicated.   The  books of account and other     
financial records of the Company have been maintained  in  accordance  with     
good business practices.                                                        

2.5.FURTHER   FINANCIAL   MATTERS.   The  Company  does  not  have  any   
liabilities  or  obligations,  whether   secured   or  unsecured,  accrued,     
determined,  absolute or contingent, asserted or unasserted  or  otherwise,     
which are required  to  be  reflected or reserved in a balance sheet or the     
notes thereto under generally accepted accounting principles, but which are     
not reflected in the Company Financial Statements.                              
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2.6.TAXES.  The Company has  filed  all  United  States federal, state, 
county,  local  and  foreign  national,  provincial and local  returns  and     
reports which were required to be filed on  or  prior to the date hereof in     
respect of all income, withholding, franchise, payroll,  excise,  property,     
sales, use, value-added or other taxes or levies, imposts, duties,  license     
and  registration  fees, charges, assessments or withholdings of any nature     
whatsoever (together,  "Taxes"),  and  has  paid all Taxes (and any related     
penalties,  fines  and interest) which have become  due  pursuant  to  such     
returns or reports or  pursuant to any assessment which has become payable,     
or, to the extent its liability  for  any Taxes (and any related penalties,     
fines  and interest) has not been fully  discharged,  the  same  have  been     
properly  reflected  as a liability on the books and records of the Company     
and adequate reserves  therefore  have  been established.  All such returns     
and  reports  filed  on  or prior to the date  hereof  have  been  properly     
prepared and are true, correct  (and  to  the  extent  such returns reflect     
judgments  made  by  the Company, as the case may be, such  judgments  were     
reasonable under the circumstances)  and complete in all material respects.     
No tax return or tax return liability  of  the Company has been audited or,     
presently under audit.  The Company has not given or been requested to give     
waivers of any statute of limitations relating  to the payment of any Taxes     
(or  any  related  penalties, fines and interest).   There  are  no  claims     
pending  or, to the knowledge  of  the  Company,  threatened,  against  the     
Company  for   past   due  Taxes.   All  payments  for  withholding  taxes,     
unemployment insurance  and  other  amounts required to be paid for periods     
prior  to  the  date hereof to any governmental  authority  in  respect  of     
employment obligations  of  the  Company,  including,  without  limitation,     
amounts  payable pursuant to the Federal Insurance Contributions Act,  have     
been paid or shall be paid prior to the Closing and have been duly provided     
for on the  books  and  records of the Company and in the Company Financial     
Statements.                                                                     

2.7.INDEBTEDNESS; CONTRACTS; NO DEFAULTS.                             

     (a)Schedule 2.7  sets  forth a true, complete and correct list of
all material instruments, agreements,  indentures,  mortgages,  guarantees,     
notes, commitments, accommodations, letters of credit or other arrangements     
or understandings, whether written or oral, to which the Company is a party     
(collectively, the "Company Agreements").                                       

     (b)Except as disclosed in Schedule 2.7, neither the Company, nor,
to the Company's knowledge, any other person or entity is in breach  in any     
material  respect  of,  or  in  default  in any material respect under, any     
contract, agreement, arrangement, commitment  or  plan to which the Company     
is  a  party,  and  no  event  or  action has occurred, is  pending  or  is     
threatened,  which,  after  the  giving  of  notice,  passage  of  time  or     
otherwise, would constitute or result in such a material breach or material     
default by the Company or any other  person or entity.  The Company has not     
received any notice of default under any  contract, agreement, arrangement,     
commitment or plan to which it is a party, which default has not been cured     
to the satisfaction of, or duly waived by,  the party claiming such default     
on or before the date hereof.                                                   

2.8.PERSONAL PROPERTY.  The Company has good  and  marketable  title to 
all  of  its  tangible  personal  property  and  assets, including, without     
limitation, all of the assets reflected in the Company Financial Statements     
that  have not been disposed of in the ordinary course  of  business  since     
March 31,  2000  free  and  clear of all Liens or mortgages, except for any     
Lien for current taxes not yet  due  and  payable and such restrictions, if     
any,  on the disposition of securities as may  be  imposed  by  federal  or     
applicable  state  securities  laws.   Schedule  2.8  sets forth a true and     
complete list of all personal property owned by, or leased  or subleased by     
or to, the Company.                                                             

2.9.REAL PROPERTY.  Schedule 2.9 sets forth a true and complete list of 
all real property owned by, or leased or subleased by or to, the Company.       

2.10.COMPLIANCE  WITH  LAW.  Except as set forth in Schedule  2.10,  the  
Company is not conducting its  business  or  affairs  in  violation  of any     
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applicable  federal, state or local law, ordinance, rule, regulation, court     
or administrative order, decree or process, or any requirement of insurance     
carriers.  The  Company has not received any notice of violation or claimed     
violation of any  such  law,  ordinance,  rule,  regulation, order, decree,     
process or requirement.                                                         

2.11.LITIGATION.   Except as set forth on Schedule  2.12,  there  is  no  
claim,  dispute, action,  suit,  proceeding  or  investigation  pending  or     
threatened,   against   or  affecting  the  business  of  the  Company,  or     
challenging the validity  or  propriety of the transactions contemplated by     
this Agreement, at law or in equity  or  admiralty  or  before any federal,     
state,  local,  foreign  or  other  governmental authority, board,  agency,     
commission or instrumentality, nor has  any  such  claim,  dispute, action,     
suit,  proceeding or investigation been pending or threatened,  during  the     
12-month  period  preceding  the  date  hereof; (b) there is no outstanding     
judgment, order, writ, ruling, injunction,  stipulation  or  decree  of any     
court,  arbitrator  or federal, state, local, foreign or other governmental     
authority,  board,  agency,   commission  or  instrumentality,  against  or     
materially affecting the business  of  the Company; and (c) the Company has     
not received any written or verbal inquiry  from any federal, state, local,     
foreign  or  other  governmental authority, board,  agency,  commission  or     
instrumentality concerning  the  possible  violation  of  any  law, rule or     
regulation or any matter disclosed in respect of its business.                  

2.12.ARTICLES OF INCORPORATION AND BYLAWS; MINUTE BOOKS.  The  copies of  
the  Articles  of Incorporation and Bylaws (or similar governing documents)     
of the Company,  and all amendments to each are true, correct and complete.     
The minute books of  the  Company contains true and complete records of all     
meetings and consents in lieu  of  meetings  of  their  respective Board of     
Directors (and any committees thereof), or similar governing  bodies, since     
the time of their respective organization.  The stock books of  the Company     
are true, correct and complete.                                                 

2.13.EMPLOYEE BENEFIT PLANS.  The Company does not maintain, nor has the  
Company  maintained in the past, any employee benefit plans (as defined  in     
Section 3(3)  of  the  Employee  Retirement Income Security Act of 1974, as     
amended   ("ERISA")),  or  any  plans,   programs,   policies,   practices,     
arrangements  or  contracts  (whether  group  or  individual) providing for     
payments, benefits or reimbursements to employees of  the  Company,  former     
employees,  their  beneficiaries and dependents under which such employees,     
former employees, their beneficiaries and dependents are covered through an     
employment relationship  with  the  Company,  any  entity  required  to  be     
aggregated  in  a  controlled  group  or  affiliated service group with the     
Company for purposes of ERISA or the Internal  Revenue  Code  of  1986 (the     
"Code") (including, without limitation, under Section 414(b), (c),  (m)  or     
(o) of the Code or Section 4001 of ERISA, at any relevant time.                 

2.14.PATENTS;  TRADEMARKS AND INTELLECTUAL PROPERTY RIGHTS.  The Company  
does not own or possesses  any  patents,  trademarks,  service marks, trade     
names,  copyrights,  trade  secrets,  licenses, information,  Internet  web     
site(s) or proprietary rights of any nature.                                    

2.15.BROKERS.   All negotiations relative  to  this  Agreement  and  the  
transactions contemplated  hereby  have  been  carried  out  by the Company     
directly  with  the  Sellers  without  the  intervention of any individual,     
corporation, partnership, joint venture, trust,  association, organization,     
or other entity (collectively, a "Person") on behalf of the Company in such     
a  manner  as  to give rise to any valid claim by any  Person  against  any     
Seller for a finder's fee, brokerage commission or similar payment.             

2.16.AFFILIATE  TRANSACTIONS.   Except  as  disclosed  in  Schedule 2.16  
neither  the  Company nor any officer, director or employee of the  Company     
(or any of the  relatives  or  affiliates  of  any  of  the  aforementioned     
Persons)  is a party to any agreement, contract, commitment or  transaction     
with the Company  or  affecting  the  business  of  the Company, or has any     
interest in any property, whether real, personal or mixed,  or  tangible or     
intangible,  used  in  or  necessary to the Company which will subject  the     
Sellers to any liability or obligation from and after the Closing Date.         

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2.17.TRADING.  The Company  Common Stock is currently listed for trading  
on the OTC Bulletin Board, and the  Company has received no notice that the     
Company Common Stock is subject to being delisted there from.                   

2.18.COMPLIANCE.  The Company has  complied with all applicable foreign,  
federal  and  state  laws,  rules  and  regulations,   including,   without     
limitation,  the  requirements  of the Securities Exchange Act of 1934,  as     
amended (the "Exchange Act") and  the  Securities  Act  of 1933, as amended     
(the "Securities Act") and is current in its filings.                           

2.19.FILINGS.   None  of  the  filings  made  by the Company  under  the  
Exchange Act or the Securities Act make any untrue  statement of a material     
fact  or  omit  to  state a material fact necessary in order  to  make  the     
statements made, in light  of the circumstances under which they were made,     
not misleading.                                                                 

2.20.PERMITS AND LICENSES.   Except  as  set  forth  in  Schedule  2.21,  
AccessTel has all certificates of occupancy, rights, permits, certificates,     
licenses,  franchises, approvals and other authorizations as are reasonably     
necessary to  conduct  its  respective  business  and  to  own, lease, use,     
operate  and  occupy  its  assets,  at  the  places  and in the manner  now     
conducted  and  operated,  except  those  the  absence of which  would  not     
materially adversely affect its respective business.                            

ARTICLE III.    

REPRESENTATIONS AND WARRANTIES OF THE SELLERS 

The Sellers represent and warrant to the Company, subject to the      
exceptions specifically disclosed in the schedules supplied by the Sellers      
to the Company, as follows:                                                     

3.1 DUE ORGANIZATION AND QUALIFICATION; SUBSIDIARIES;DUE AUTHORIZATION. 

  (a)AccessTel  is  a  corporation  duly  incorporated,  validly
existing  and  in good standing under  the  laws  of  its  jurisdiction  of     
formation, with  full  corporate  power  and  authority  to  own, lease and     
operate  its  respective  business  and  properties  and  to  carry on  its     
respective business in the places and in the manner as presently  conducted     
or  proposed  to  be conducted.  AccessTel is in good standing as a foreign     
corporation in each  jurisdiction  in which the properties owned, leased or     
operated, or the business conducted,  by  it  requires  such  qualification     
except  for  any  such  failure,  which when taken together with all  other     
failures, is not likely to have a Material  Adverse  Effect on the business     
of AccessTel taken as a whole.                                                  

  (b)Except as disclosed in SCHEDULE 3.1(B),  AccessTel does not
own, directly or indirectly, any capital stock, equity or  interest  in any     
corporation, firm, partnership, joint venture or other entity.                  

  (c)Each  of  AccessTel and the Sellers has all requisite power
and authority to execute and  deliver this Agreement, and to consummate the     
transactions contemplated hereby  and  thereby.   Each of AccessTel and the     
Sellers  has  taken all corporate action necessary for  the  execution  and     
delivery  of this  Agreement  and  the  consummation  of  the  transactions     
contemplated  hereby,  and this Agreement constitutes the valid and binding     
obligation of each of AccessTel  and  the Sellers, enforceable against each     
of  AccessTel  and the Sellers in accordance  with  its  respective  terms,     
except as may be  affected  by  bankruptcy,  insolvency, moratoria or other     
similar laws affecting the enforcement of creditors'  rights  generally and     
subject to the qualification that the availability of equitable remedies is     
subject  to  the  discretion  of  the  court  before  which  any proceeding     
therefore may be brought.                                                       

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3.2. NO  CONFLICTS  OR  DEFAULTS.  The execution and delivery  of  this 
Agreement by each of AccessTel and the Sellers  and the consummation of the     
transactions contemplated hereby do not and shall  not  (a)  contravene the     
Articles of Incorporation or Bylaws of AccessTel or the governing documents     
of the Sellers, if applicable, or (b) with or without the giving  of notice     
or  the passage of time, (i) violate, conflict with, or result in a  breach     
of, or a default or loss of rights under, any material covenant, agreement,     
mortgage,   indenture,  lease,  instrument,  permit  or  license  to  which     
AccessTel or the Sellers is a party or by which AccessTel or the Sellers or     
any of their respective assets are bound, or any judgment, order or decree,     
or any law, rule or regulation to which AccessTel, or the Sellers or any of     
their respective  assets  are  subject,  (ii) result in the creation of, or     
give any party the right to create, any Lien  upon  any  of  the  assets of     
AccessTel, (iii) terminate or give any party the right to terminate, amend,     
abandon  or  refuse  to  perform,  any  material  agreement, arrangement or     
commitment to which AccessTel is a party or by which  AccessTel  or  any of     
its  assets are bound, or (iv) accelerate or modify, or give any party  the     
right  to  accelerate  or modify, the time within which, or the terms under     
which, AccessTel is to perform  any  duties  or  obligations or receive any     
rights or benefits under any material agreement, arrangement  or commitment     
to which it is a party.                                                         

3.3. CAPITALIZATION.   The   authorized   capital  stock  of  AccessTel 
immediately prior to giving effect to the transactions  contemplated hereby     
consists of 20,000,000 shares of which 10,000,000 shares  are common stock,     
par value $.001 per share ("AccessTel Common Stock") and 10,000,000  shares     
of preferred stock, par value $.001 per share.  As of the date hereof  , on     
a  fully  diluted  basis,  there are [9,500,000] shares of AccessTel Common     
Stock issued and outstanding.   Set  forth in Schedule 3.3 is a list of all     
stockholders of AccessTel, setting forth  their names, addresses and number     
of shares owned.  All of the outstanding shares  of  AccessTel Common Stock     
are,  and AccessTel Shares when transferred in accordance  with  the  terms     
hereof,   will   be,  duly  authorized,  validly  issued,  fully  paid  and     
nonassessable, and have not been or, with respect to AccessTel Shares, will     
not be transferred  in  violation  of  any  rights  of  third parties.  The     
AccessTel  Shares are not subject to any preemptive or subscription  right,     
any voting trust  agreement  or  other  contract,  agreement,  arrangement,     
option,   warrant,  call,  commitment  or  other  right  of  any  character     
obligating  or entitling AccessTel to issue, sell, redeem or repurchase any     
of its securities,  and  there  is  no  outstanding  security  of  any kind     
convertible into or exchangeable for AccessTel Common Stock.                    

3.4. FINANCIAL   STATEMENTS.   Schedule  3.4  contains  copies  of  the 
consolidated balance sheets of AccessTel  at  September  30,  2000, and the     
related statements of operations, stockholders' equity and cash  flows  for     
the period then ended, including the notes thereto, as audited by certified     
public  accountants  (all  such  statements  being the "AccessTel Financial     
Statements").  The AccessTel Financial Statements,  together with the notes     
thereto,  have  been  prepared  in accordance with U.S. generally  accepted     
accounting principles applied on  a basis consistent throughout all periods     
presented, subject to audit adjustments,  which  are  not  expected  to  be     
material.   Such  statements  present  fairly  the  financial  position  of     
AccessTel  as  of  the  dates  and for the periods indicated.  The books of     
account and other financial records  of  AccessTel  have been maintained in     
accordance with good business practices.                                        

3.5. FURTHER FINANCIAL MATTERS. Except as set forth  in  Schedule  3.5, 
AccessTel  does  not  have any material liabilities or obligations, whether     
secured or unsecured, accrued, determined, absolute or contingent, asserted     
or unasserted or otherwise,  which are required to be reflected or reserved     
in a balance sheet or the notes thereto under generally accepted accounting     
principles,  but  which  are  not  reflected  in  the  AccessTel  Financial     
Statements.                                                                     

3.6. TAXES.  AccessTel has filed  all  United  States  federal,  state, 
county, local and  foreign  national,  provincial and local tax returns and     
reports which were required to be filed on or prior to the date hereof, and     
has paid all Taxes (and any related penalties,  fines  and  interest) which     
have  become  due  pursuant to such returns or reports or pursuant  to  any     
assessment which has  become  payable,  or, to the extent its liability for     
any Taxes (and any related penalties, fines  and  interest)  has  not  been     
fully  discharged,  the same have been properly reflected as a liability on     
the books and records  of  AccessTel  and  adequate reserves therefore have     
been established.  All such returns and reports  filed  on  or prior to the     
date hereof have been properly prepared and are true, correct  (and  to the     

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extent  such  returns  reflect  judgments made by AccessTel, such judgments     
were  reasonable under the circumstances)  and  complete  in  all  material     
respects.  Except as indicated in Schedule 3.6, no extension for the filing     
of any  such  return or report is currently in effect.  Except as indicated     
in Schedule 3.6,  no  tax  return  or tax return liability of AccessTel has     
been audited or, presently under audit.  All taxes and any penalties, fines     
and interest which have been asserted  to  be  payable  as  a result of any     
audits have been paid.  Except as indicated in Schedule 3.6,  AccessTel has     
never given or been requested to give waivers of any statute of limitations     
relating to the payment of any Taxes (or any related penalties,  fines  and     
interest).  There are no claims pending or threatened against AccessTel for     
past  due  Taxes.   Except  as  indicated in Schedule 3.6, all payments for     
withholding taxes, unemployment insurance  and other amounts required to be     
paid for periods prior to the date hereof to  any governmental authority in     
respect   of  employment  obligations  of  AccessTel   including,   without     
limitation, amounts payable pursuant to the Federal Insurance Contributions     
Act, have been  paid  or  shall  be paid prior to the Closing and have been     
duly  provided  for  on the books and  records  of  AccessTel  and  in  the     
AccessTel Financial Statements.                                                 

3.7.INDEBTEDNESS; CONTRACTS; NO DEFAULTS.                             

  (a)SCHEDULE  3.7  sets forth a true, complete and correct list
of all material instruments, agreements, indentures, mortgages, guarantees,     
notes, commitments, accommodations, letters of credit or other arrangements     
or understandings, whether written  or  oral, to which AccessTel is a party     
(collectively, the "AccessTel Agreements").   An  agreement  shall  not  be     
considered  material for the purposes of this Section 3.7(a) if it provides     
for expenditures  or  receipts  of  less than $100,000 and has been entered     
into  by  AccessTel  in the ordinary course  of  business.   The  AccessTel     
Operating  Agreements  constitute   all   of   the  contracts,  agreements,     
understandings and arrangements required for the  operation of the business     
of AccessTel or which have a material effect thereon.   Copies  of all such     
material  written  AccessTel  Operating  Agreements  have  previously  been     
delivered  or  otherwise  made available to the Company and such copies are     
true, complete and correct as of the date hereof.                               

  (b)Except as disclosed in Schedule 3.7, neither AccessTel nor,
to AccessTel's knowledge, any  other  person  or entity is in breach in any     
material  respect  of,  or in default in any material  respect  under,  any     
material contract, agreement,  arrangement,  commitment  or  plan  to which     
AccessTel is a party, and no event or action has occurred, is pending or is     
threatened,  which,  after  the  giving  of  notice,  passage  of  time  or     
otherwise, would constitute or result in such a material breach or material     
default by AccessTel or, to the knowledge of AccessTel, any other person or     
entity.   AccessTel  has  not  received  any  notice  of  default under any     
contract,  agreement,  arrangement,  commitment or plan to which  it  is  a     
party, which default has not been cured  to  the  satisfaction  of, or duly     
waived by, the party claiming such default on or before the date hereof.        

3.8. PERSONAL PROPERTY. AccessTel has good and marketable title  to all   
of   its   tangible   personal  property  and  assets,  including,  without     
limitation,  all  of  the  assets  reflected  in  the  AccessTel  Financial     
Statements that have not  been  disposed  of  in  the  ordinary  course  of     
business  since  September  30,  2000,  free  and  clear  of  all  Liens or     
mortgages,  except  for  any Lien for current taxes not yet due and payable     
and such restrictions, if  any,  on the disposition of securities as may be     
imposed by federal or applicable state  securities  laws.  Section 3.8 sets     
forth a true and complete list of all personal property owned by, or leased     
or subleased by or to, AccessTel.                                               

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3.9.REAL PROPERTY.                                                    

   (a) SCHEDULE  3.9 sets forth a true and complete  list  of  all
real property owned by, or leased or subleased by or to, AccessTel.             

   (b )Except as set  forth  in  SCHEDULE 3.9, each lease to which
AccessTel is a party is valid, binding and  in  full  force and effect with     
respect to AccessTel and, to the knowledge of AccessTel,  all other parties     
thereto;  no  notice  of  default  or termination under any such  lease  is     
outstanding.                                                                    

3.10. COMPLIANCE  WITH  LAW. Except  as  set  forth  in  Schedule  3.10,  
AccessTel is not conducting  its respective business or affairs in material     
violation of any applicable law,  ordinance,  rule,  regulation,  court  or     
administrative  order,  decree  or process, or any requirement of insurance     
carriers.  AccessTel has not received  any  notice  of violation or claimed     
violation  of  any  such law, ordinance, rule, regulation,  order,  decree,     
process or requirement.                                                         

3.11. ORDINARY COURSE. On September 30, 2000 AccessTel has conducted its  
business, maintained  its real property and equipment and kept its books of     
account, records and files,  substantially in the same manner as previously     
conducted, maintained or kept and solely in the ordinary course.                

3.12. NO ADVERSE CHANGES. Except  as  set  forth in Schedule 3.12, since  
September 30, 2000 there has not been (a) any material  adverse  change  in     
the   business,  prospects,  the  financial  or  other  condition,  or  the     
respective assets or liabilities of AccessTel as reflected in the AccessTel     
Financial  Statements,  (b)  any  material  loss  sustained  by  AccessTel,     
including,  but  not limited to any loss on account of theft, fire,  flood,     
explosion, accident  or  other  calamity, whether or not insured, which has     
materially and adversely interfered,  or may have a Material Adverse Effect     
on AccessTel's business taken as a whole,  or  (c)  any event, condition or     
state of facts, including, without limitation, the enactment,  adoption  or     
promulgation  of  any  law,  rule  or  regulation,  the occurrence of which     
materially and adversely does or would affect the results  of operations or     
the business or financial condition of AccessTel.                               

3.13. LITIGATION.  a) Except as set forth in Schedule 3.13,  there is no  
claim,  dispute, action, suit, proceeding or investigation pending  or,  to     
the knowledge  of  AccessTel, threatened, against or affecting the business     
of AccessTel, or challenging  the validity or propriety of the transactions     
contemplated by this Agreement,  at law or in equity or admiralty or before     
any federal, state, local, foreign  or other governmental authority, board,     
agency, commission or instrumentality,  nor  to the knowledge of AccessTel,     
has any such claim, dispute, action, suit, proceeding or investigation been     
pending  or  threatened,  during  the 12-month period  preceding  the  date     
hereof;  (b)  there  is  no  outstanding  judgment,  order,  writ,  ruling,     
injunction, stipulation or decree  of  any  court,  arbitrator  or federal,     
state,  local,  foreign  or  other  governmental  authority, board, agency,     
commission or instrumentality, against or materially affecting the business     
of  AccessTel;  and (c) AccessTel has not received any  written  or  verbal     
inquiry from any  federal,  state,  local,  foreign  or  other governmental     
authority,  board,  agency,  commission  or instrumentality concerning  the     
possible violation of any law, rule or regulation  or  any matter disclosed     
in respect of its business.                                                     

3.14.INSURANCE.   AccessTel  maintains  insurance  against   all   risks  
customarily  insured  against  by  companies  in  its  industry.   All such     
policies  are in full force and effect, and AccessTel has not received  any     
notice from  any  insurance  company  suspending,  revoking,  modifying  or     
canceling  (or  threatening  such  action)  any  insurance policy issued to     
AccessTel.                                                                      

3.15.CERTIFICATE OF INCORPORATION AND BYLAWS; MINUTE  BOOKS.  The copies  
of  the  Certificate  of  Incorporation  and  Bylaws (or similar  governing     
documents) of AccessTel, and all amendments to  each  are true, correct and     
complete.  The minute book of AccessTel contains true and  complete records     
of all meetings and consents in lieu of meetings of their respective  Board     
of  Directors  (and  any  committees thereof), or similar governing bodies,     
since  the  time  of their respective  organization.   The  stock  book  of     
AccessTel is true, correct and complete.                                        

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3.16.EMPLOYEE BENEFIT  PLANS.   AccessTel  does  not  maintain,  nor has  
AccessTel maintained in the past, any employee benefit plans (as defined in     
Section  3(3)  of  the Employee Retirement Income Security Act of 1974,  as     
amended  ("ERISA")),   or   any   plans,   programs,  policies,  practices,     
arrangements  or  contracts  (whether group or  individual)  providing  for     
payments, benefits or reimbursements  to  employees  of  AccessTel,  former     
employees,  their  beneficiaries and dependents under which such employees,     
former employees, their beneficiaries and dependents are covered through an     
employment  relationship   with   AccessTel,  any  entity  required  to  be     
aggregated in a controlled group or affiliated service group with AccessTel     
for purposes of ERISA or the Internal  Revenue  Code  of  1986 (the "Code")     
(including, without limitation, under Section 414(b), (c),  (m)  or  (o) of     
the Code or Section 4001 of ERISA, at any relevant time.                        

3.17.PATENTS;  TRADEMARKS  AND  INTELLECTUAL PROPERTY RIGHTS.  AccessTel  
owns  or  possesses sufficient legal rights  to  all  patents,  trademarks,     
service  marks,   trade   names,   copyrights,   trade  secrets,  licenses,     
information,  internet  web  site(s)  proprietary  rights   and   processes     
necessary  for  its business as now conducted without any conflict with  or     
infringement of the  rights  of  others.  There are no outstanding options,     
licenses or agreements of any kind relating to the foregoing, and AccessTel     
is not bound by, or a party to, any  options, licenses or agreements of any     
kind with respect to the patents, trademarks,  service  marks, trade names,     
copyrights,  trade secrets, licenses, information, proprietary  rights  and     
processes of any other person or entity.                                        

3.18.BROKERS.   All  negotiations  relative  to  this  Agreement and the  
transactions  contemplated  hereby  have  been  carried  out  by  AccessTel     
directly with the Sellers without the intervention of any Person on  behalf     
of  AccessTel  in  such  a manner as to give rise to any valid claim by any     
Person against any Sellers  for  a  finder's  fee,  brokerage commission or     
similar payment.                                                                

3.19.PURCHASE FOR INVESTMENT.                                         

  (a)The Sellers are acquiring the Company Shares for investment
for the Sellers' own account and not as a nominee or  agent, and not with a     
view  to the resale or distribution of any part thereof,  and  the  Sellers     
have no  present  intention  of  selling, granting any participation in, or     
otherwise distributing the same.   The Sellers further represent that there     
are no contracts, undertakings, agreements  or arrangements with any person     
to sell, transfer or grant participation to such  person  or  to  any third     
person, with respect to any of the Company Shares.                              

  (b)The  Sellers  understand  that  the Company Shares are  not
registered under the Act on the ground that the sale  and  the  issuance of     
securities  hereunder is exempt from registration under the Securities  Act     
pursuant to Section  4(2)  thereof, and that the Company's reliance on such     
exemption is predicated on the  Seller's  representations set forth herein.     
The Seller is an "accredited investor" as that  term  is  defined  in  Rule     
501(a) of Regulation D under the Securities Act.                                

3.20.INVESTMENT  EXPERIENCE.   The  Sellers acknowledge that it can bear  
the economic risk of its investment, and  has such knowledge and experience     
in  financial and business matters that it is  capable  of  evaluating  the     
merits and risks of the investment in the Company Shares.                       

3.21.INFORMATION.  The Sellers have carefully reviewed such information,  
as the  Seller  deemed  necessary  to evaluate an investment in the Company     
Shares.  To the full satisfaction of  the Seller, it has been furnished all     
materials that it has requested relating to the Company and the issuance of     
the  Company  Shares  hereunder, and the Sellers  have  been  afforded  the     
opportunity to ask questions  of  representatives  of the Company to obtain     
any information necessary to verify the accuracy of  any representations or     
information made or given to the Sellers.  Notwithstanding  the  foregoing,     
nothing  herein shall derogate from or otherwise modify the representations     
and warranties  of  the  Company  set forth in this Agreement, on which the     
Seller has relied in making an exchange  of  the  AccessTel  Shares for the     
Company Shares.                                                                 

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3.22.RESTRICTED  SECURITIES.   The  Sellers understand that the  Company  
Shares  may  not be sold, transferred, or  otherwise  disposed  of  without     
registration under  the Securities Act or an exemption there from, and that     
in the absence of an  effective registration statement covering the Company     
Shares or any available  exemption  from  registration under the Securities     
Act, the Company Shares must be held indefinitely.   The  Sellers are aware     
that  the  Company Shares may not be sold pursuant to Rule 144  promulgated     
under the Securities Act unless all of the conditions of that Rule are met.     
Among the conditions for use of Rule 144 may be the availability of current     
information to the public about the Company.                                    

Article IV            

INDEMNIFICATION             

4.1.INDEMNITY  OF THE COMPANY.  The Company agrees to defend, indemnify 
and hold harmless the  Seller from and against, and to reimburse the Seller     
with respect to, all liabilities,  losses,  costs  and expenses, including,     
without limitation, reasonable attorneys' fees and disbursements,  asserted     
against  or  incurred  by  the  Seller  by reason of, arising out of, or in     
connection  with  any  material breach of any  representation  or  warranty     
contained in this Agreement  made  by  the  Company  or  in any document or     
certificate  delivered  by the Company pursuant to the provisions  of  this     
Agreement or in connection with the transactions contemplated thereby.          

4.2.INDEMNITY OF THE  COMPANY.   The  Sellers,  jointly  and severally, 
agree to defend, indemnify and hold harmless the Company from  and against,     
and  to  reimburse  the  Company  with respect to, all liabilities, losses,     
costs and expenses, including, without  limitation,  reasonable  attorneys'     
fees  and  disbursements,  asserted  against  or incurred by the Seller  by     
reason of, arising out of, or in connection with any material breach of any     
representation  or warranty contained in this Agreement  and  made  by  the     
Company or in any document or certificate delivered by the Company pursuant     
to the provisions  of this Agreement or in connection with the transactions     
contemplated thereby.                                                           

4.3.INDEMNIFICATION   PROCEDURE.   A  party  (an  "Indemnified  Party") 
seeking indemnification shall  give  prompt  notice to the other party (the     
"Indemnifying Party") of any claim for indemnification  arising  under this     
Article  4.  The Indemnifying Party shall have the right to assume  and  to     
control the defense of any such claim with counsel reasonably acceptable to     
such Indemnified  Party,  at the Indemnifying Party's own cost and expense,     
including  the  cost  and  expense   of   reasonable  attorneys'  fees  and     
disbursements  in  connection  with  such  defense,   in  which  event  the     
Indemnifying Party shall not be obligated to pay the fees and disbursements     
of separate counsel for such in such action.  In the event,  however,  that     
such Indemnified Party's legal counsel shall determine that defenses may be     
available  to such Indemnified Party that are different from or in addition     
to  those  available  to  the  Indemnifying  Party,  in  that  there  could     
reasonably be  expected  to  be a conflict of interest if such Indemnifying     
Party and the Indemnified Party have common counsel in any such proceeding,     
or if the Indemnified Party has  not  assumed  the defense of the action or     
proceedings, then such Indemnifying Party may employ  separate  counsel  to     
represent  or  defend  such  Indemnified  Party, and the Indemnifying Party     
shall  pay  the  reasonable  fees and disbursements  of  counsel  for  such     
Indemnified  Party.   No  settlement  of  any  such  claim  or  payment  in     
connection with any such settlement shall be made without the prior consent     
of the Indemnifying Party which consent shall not be unreasonably withheld.     

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ARTICLE V       

DELIVERIES      

5.1.ITEMS TO BE DELIVERED  TO  ACCESSTEL  PRIOR TO OR AT CLOSING BY THE   
COMPANY.                                                                        

  (a)Articles  of Incorporation and amendments  thereto,  Bylaws
and certificate of good standing in the Company's state of incorporation;       

(b)all applicable schedules hereto;                         

  (c)all minutes  and  resolutions  of  board  of  director  and
shareholder meetings in possession of the Company;                              

(d)shareholder list;                                        

  (e)all  financial  statements and tax returns in possession of
the Company;                                                                    

f)copies of all SEC filings;                                

  (g)resolution from the  Company's current directors appointing
designees of AccessTel to the Company's Board of Directors;                     

(h)letters of resignation  from the Company's current officers
and  directors  to be effective upon Closing  and  after  the  appointments     
described in this section;                                                      

(i)certificates   representing   36,100,540   shares   of  the
Company's  $.001 par value common stock issued in the denominations as  set     
forth opposite their respective names on Schedule I to this Agreement, duly     
authorized, validly issued, fully paid for and non-assessable;                  

(j)certificates representing 3,760,740 shares of the Company's
$.001 par value  common  stock  issued  in  the  denominations as set forth     
opposite  their  respective names on Schedule II to  this  Agreement,  duly     
authorized, validly issued, fully paid for and non-assessable;                  

(k)copies of board, and if applicable, shareholder resolutions
approving this transaction  and  authorizing  the  issuances  of the shares     
hereto;                                                                         

   (l)  a  certificate, in form reasonably acceptable to  AccessTel,
signed by an authorized  officer  of  the  Company  dated the Closing Date,     
certifying  that  the representations and warranties made  by  the  Company     
shall be accurate in  all  material  respects as of the date hereof and the     
terms and conditions of this Agreement to be performed and complied with by     
the Company shall have been performed and complied with the Company;            

   (m)  a letter of instruction from Loeb & Loeb LLP, counsel to the
Company, addresses to the Transfer Agent  regarding  the  issuance  of  the     
Conca Miller Shares; and                                                        

   (n)  any other document reasonably requested by AccessTel that it
deems necessary for the consummation of this transaction.                       

5.2.ITEMS  TO  BE  DELIVERED  TO  THE COMPANY PRIOR TO OR AT CLOSING BY 
ACCESSTEL.                                                                      

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  (a)Charter  documents  and certificate  of  good  standing  in
AccessTel's jurisdiction of incorporation;                                      

(b)all applicable schedules hereto;                         

  (c)all  minutes  and resolutions  of  board  of  director  and
shareholder meetings in possession of the AccessTel;                            

(d)shareholder list;                                        

  (e)resolution  from  AccessTel  current  directors  appointing
designees of AccessTel to the Company's Board of Directors;                     

  (f)certificates  representing 100% of AccessTel's common stock
as  set  forth  opposite their respective  names  on  SCHEDULE  I  to  this     
Agreement,  duly authorized,  validly  issued,  fully  paid  for  and  non-     
assessable;                                                                     

  (g)copies of board, and if applicable, shareholder resolutions
approving this  transaction  and  authorizing  the  issuances of the shares     
hereto;                                                                         

     (h)  a certificate, in form reasonably acceptable to the Company,
signed  by  an  authorized  officer  of AccessTel dated the  Closing  Date,     
certifying that the representations and  warranties  made  by the AccessTel     
shall  be accurate in all material respects as of the date hereof  and  the     
terms and conditions of this Agreement to be performed and complied with by     
AccessTel shall have been performed and complied with by AccessTel; and         

     (i)  any  other document reasonably requested by the Company that
it deems necessary for the consummation of this transaction.                    

ARTICLE VI    
CONDITIONS PRECEDENT      

6.1.CONDITIONS TO  OBLIGATIONS  OF THE SELLERS.  The obligations of the 
Sellers shall be subject to fulfillment prior to or at the Closing, of each     
of the following conditions:                                                    

  (a)the Company shall have  paid  all  of  its  own  costs  and
expenses  associated  with this Agreement and the transactions contemplated     
herein;                                                                         

  (b)except  as disclosed herein, as of the Closing, the Company
shall  have  no  assets  and   no  liabilities  whatsoever,  contingent  or     
otherwise;                                                                      

  (c)the Company shall  have  received  all  of  the regulatory,
shareholder  and  other  third  party  consents,  permits,  approvals   and     
authorizations  necessary  to  consummate  the transactions contemplated by     
this Agreement;                                                                 

     (d)  the  Company  Common Stock shall  be  currently  listed  for
trading on the OTC Bulletin Board  and  the  Company shall have received no     
notice  that  the  Company  Common  Stock  is  subject  to  being  delisted     
therefrom; and                                                                  

e) the Private Placement shall have been completed.                             

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6.2.CONDITIONS TO OBLIGATIONS OF THE COMPANY.   The  obligations of the 
Company shall be subject to fulfillment prior to or at the Closing, of each     
of the following conditions:                                                    

     (a)AccessTel  and  the Seller shall have paid all  of  their  own
costs and expenses associated  with  this  Agreement  and  the transactions     
contemplated herein; and                                                        

     (b)AccessTel  and  the  Seller  shall  have received all  of  the
regulatory, shareholder and other third party consents,  permits, approvals     
and authorizations necessary to consummate the transactions contemplated by     
this Agreement.                                                                 

ARTICLE VII     

COVENANTS     

7.1.ISSUANCE OF ADDITIONAL COMPANY SHARES.  It is the express agreement 
and understanding of the parties that the Sellers are and shall be entitled     
to receive at the Closing 80% (the "Allocable Portion") of  the  issued and     
outstanding  capital  stock  of  the  Company  as of the Closing on a fully     
diluted basis after taking into account the (a)  issuance  of  the  Company     
Shares,  (b)  the  deemed  issuance of the Conca Miller Shares, and (c) the     
cancellation of the Transfer  Restricted Shares.  To the extent the Company     
is required to issue any additional shares of its capital stock as a result     
of (a) the satisfaction of any  debt  incurred  prior  to the Closing Date,     
including the Creditors' Shares and the Debt Conversion  Shares, or (b) the     
Private  Placement  (up  to  $600,000)  or  to the extent that any  of  the     
Transfer Restricted Shares are not cancelled  within one year from the date     
hereof,  the  Company  shall  promptly  issue  to the  Sellers  (PRO  RATA)     
additional Company Shares so as to maintain the Allocable Portion.              

ARTICLE VIII.   

NO PUBLIC DISCLOSURE      

8.1.NO PUBLIC DISCLOSURE.  Without the prior  written  consent  of  the 
others,  none  of  the Company, AccessTel or the Seller will, and will each     
cause their respective  representatives  not  to,  make  any release to the     
press  or  other  public  disclosure with respect to either the  fact  that     
discussions or negotiations  have  taken  place concerning the transactions     
contemplated by this Agreement, the existence or contents of this Agreement     
or any prior correspondence relating to this  transactions  contemplated by     
this  Agreement, except for such public disclosure as may be necessary,  in     
the written  opinion  of  outside  counsel  (reasonably satisfactory to the     
other parties) for the party proposing to make  the disclosure not to be in     
violation   of  or  default  under  any  applicable  law,   regulation   or     
governmental  order.  If either party proposes to make any disclosure based     
upon such an opinion, that party will deliver a copy of such opinion to the     
other party, together  with  the text of the proposed disclosure, as far in     
advance of its disclosure as is practicable, and will in good faith consult     
with and consider the suggestions  of the other party concerning the nature     
and scope of the information it proposes to disclose.                           

ARTICLE IX      

CONFIDENTIAL INFORMATION      

9.1.CONFIDENTIAL INFORMATION.  In  connection  with  the negotiation of 
this  Agreement  and  the  consummation  of  the  transactions contemplated     
hereby,  each  party  hereto  will  have  access to data  and  confidential     
information relating to the other party.  Each  party  hereto  shall  treat     
such  data  and  information  as confidential, preserve the confidentiality     
thereof  and not duplicate or use  such  data  or  information,  except  in     
connection  with  the transactions contemplated hereby, and in the event of     
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the termination of  this  Agreement  for  any reason whatsoever, each party     
hereto  shall  return to the other all documents,  work  papers  and  other     
material (including  all  copies  thereof)  obtained in connection with the     
transactions contemplated hereby and will use reasonable efforts, including     
instructing its employees who have had access  to such information, to keep     
confidential  and  not  to  use  any  such  data or information;  provided,     
however, that such obligations shall not apply  to any data and information     
(i)  which at the time of disclosure, is available  publicly,  (ii)  which,     
after  disclosure,  becomes  available  publicly  through  no  fault of the     
receiving  party,  (iii)  which  the  receiving party knew or to which  the     
receiving party had access prior to disclosure  by  the  disclosing  party,     
(iv)  which  is  required  by  law,  regulation  or  exchange  rule,  or in     
connection with legal process, to be disclosed, (v) which is disclosed by a     
receiving  party  to  its  attorneys  or accountants, who shall respect the     
above restrictions, or (vi) which is obtained  in  connection  with any Tax     
matters  and  is disclosed in connection with the filing of Tax returns  or     
claims for refund or in conducting an audit or other proceeding.                

ARTICLE X       

TERMINATION       

10.1.TERMINATION.   This  Agreement may be terminated at any time before
or, at Closing, by:                                                             

(a)the mutual agreement of the parties;                     

(b)any party if:                                            

      (i)any provision of this Agreement applicable to a party
shall be materially untrue or fail to be accomplished;                          

      (ii)any legal  proceeding  shall have been instituted or
shall  be  imminently  threatening  to  delay,  restrain   or  prevent  the     
consummation of this Agreement; or                                              

      (iii)the  conditions  precedents  to  Closing   are  not
satisfied.                                                                      

Upon  termination  of  this Agreement for any reason, in accordance   
with the terms and conditions set  forth in this paragraph, each said party     
shall bear all costs and expenses as  each  party has incurred and no party     
shall be liable to the other.                                                   

ARTICLE XI      

MISCELLANEOUS     

11.1.SURVIVAL  OF  REPRESENTATIONS,  WARRANTIES   AND   AGREEMENTS. All 
representations and warranties and statements made by a party  to  in  this     
Agreement or in any document or certificate delivered pursuant hereto shall     
survive  the  Closing  Date  for  so  long  as  the  applicable  statute of     
limitations shall remain open. Each of the parties hereto is executing  and     
carrying  out  the  provisions  of  this  agreement  in  reliance  upon the     
representations, warranties and covenants and agreements contained in  this     
agreement or at the closing of the transactions herein provided for and not     
upon  any  investigation  which  it might have made or any representations,     
warranty, agreement, promise or information,  written  or oral, made by the     
other  party  or  any  other  person other than as specifically  set  forth     
herein.                                                                         

11.2.ACCESS  TO  BOOKS  AND  RECORDS.     During   the  course  of  this  
transaction  through  Closing,  each  party  agrees to make  available  for     
inspection all corporate books, records and assets, and otherwise afford to     
each other and their respective representatives,  reasonable  access to all     
documentation and other information concerning the business, financial  and     
legal  conditions  of  each  other  for  the  purpose  of  conducting a due     
diligence investigation thereof.  Such due diligence investigation shall be     
for the purpose of satisfying each party as to the business,  financial and     
legal   condition  of  each  other  for  the  purpose  of  determining  the     
desirability of consummating the proposed transaction.  The parties further     
agree to  keep  confidential  and  not use for their own benefit, except in     
accordance with this Agreement any information or documentation obtained in     
connection with any such investigation.                                         
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11.3FURTHER ASSURANCES.  If, at any time after the Closing, the parties 
shall  consider  or  be  advised that any  further  deeds,  assignments  or     
assurances in law or that  any  other  things  are  necessary, desirable or     
proper  to  complete  the  merger  in  accordance with the  terms  of  this     
agreement or to vest, perfect or confirm, of record or otherwise, the title     
to any property or rights of the parties  hereto,  the  parties  agree that     
their  proper  officers  and  directors shall execute and deliver all  such     
proper  deeds,  assignments  and  assurances  in  law  and  do  all  things     
necessary, desirable or proper to vest,  perfect  or  confirm title to such     
property  or  rights  and  otherwise  to  carry  out  the purpose  of  this     
Agreement, and that the proper officers and directors the parties are fully     
authorized to take any and all such action.                                     

11.4NOTICE.  All communications, notices, requests, consents or demands 
given  or required under this Agreement shall be in writing  and  shall  be     
deemed to  have  been  duly given when delivered to, or received by prepaid     
registered or certified  mail or recognized overnight courier addressed to,     
or upon receipt of a facsimile  sent  to,  the  party for whom intended, as     
follows, or to such other address or facsimile number  as  may be furnished     
by such party by notice in the manner provided herein:                          

If to the Company:                                          

Shopps.Com, Inc.                                            
115 Newtown Road                                            
Plainview, New York  11802                                  
Attn:  Jerry Conca                                          

with a copy to:                                             

David L. Ficksman, Esq.                                     
Loeb & Loeb, LLP.                                           
10100 Santa Monica Boulevard                                
Suite 2200                                                  
Los Angeles, California 90067                               

If to the Sellers:                                          

AccessTel Inc.                                              
115 River Road                                              
Building #12, Suite 1205                                    
Edgewater, New Jersey  07020                                

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11.5 ENTIRE AGREEMENT.  This Agreement, the Disclosure Schedules and any  
instruments and agreements to be executed pursuant to this Agreement,  sets     
forth  the  entire  understanding of the parties hereto with respect to its     
subject  matter,  merges  and  supersedes  all  prior  and  contemporaneous     
understandings with  respect to its subject matter and may not be waived or     
modified, in whole or  in  part,  except by a writing signed by each of the     
parties  hereto.   No waiver of any provision  of  this  Agreement  in  any     
instance shall be deemed  to be a waiver of the same or any other provision     
in any other instance.  Failure  of  any  party to enforce any provision of     
this Agreement shall not be construed as a  waiver of its rights under such     
provision.                                                                      

11.6.SUCCESSORS  AND ASSIGNS.  This Agreement  shall  be  binding  upon,  
enforceable against and  inure  to  the  benefit of, the parties hereto and     
their    respective    heirs,    administrators,    executors,     personal     
representatives, successors and assigns, and nothing herein is intended  to     
confer  any right, remedy or benefit upon any other person.  This Agreement     
may not be  assigned  by  any  party  hereto  except with the prior written     
consent  of  the  other parties, which consent shall  not  be  unreasonably     
withheld.                                                                       

11.7.GOVERNING LAW.  This Agreement shall in all respects be governed by  
and construed in accordance  with  the  laws of the State of California are     
applicable to agreements made and fully to  be  performed  in  such  state,     
without giving effect to conflicts of law principles.                           

11.8.COUNTERPARTS.    This   Agreement   may  be  executed  in  multiple  
counterparts, each of which shall be deemed an  original,  but all of which     
together shall constitute one and the same instrument.                          

11.9.CONSTRUCTION.   Headings  contained  in  this  Agreement   are  for  
convenience  only  and  shall  not  be  used  in the interpretation of this     
Agreement.  References herein to Articles, Sections and Exhibits are to the     
articles,  sections and exhibits, respectively,  of  this  Agreement.   The     
Disclosure Schedules are hereby incorporated herein by reference and made a     
part of this  Agreement.  As used herein, the singular includes the plural,     
and the masculine,  feminine  and  neuter  gender  each includes the others     
where the context so indicates.                                                 

11.10.SEVERABILITY.  If any provision of this Agreement  is  held  to  be   
invalid  or  unenforceable  by  a  court  of  competent  jurisdiction, this     
Agreement  shall be interpreted and enforceable as if such  provision  were     
severed or limited,  but  only  to  the  extent  necessary  to  render such     
provision and this Agreement enforceable.                                       

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]      

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement      
as of the date first set forth above.                                           

SHOPPS.COM, INC.    

By:/S/ Gerard Conca 
                     ---------------------------------------
Gerard Conca  
                       President and Chief Executive Officer

ACCESSTEL, INC.     

 By:/S/ Lawrence Liang
                     ---------------------------------------
 Name:  Lawrence Liang
    Title: President and CEO

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IN WITNESS WHEREOF, each of the parties hereto has executed this      
Agreement as of the date first set forth above.                                 

Seller:             

    ROCKWELL PROPERTIES LTD.

By: /S/   PETER OW  
       -------------------------
 Name:  Peter Ow
 Title:      CEO

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement      
as of the date first set forth above.                                           

Seller:             

      /S/  JOHN P. FALKOWSKI
   -------------------------
           John P. Falkowski

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement      
as of the date first set forth above.                                           

Seller:             

   /S/ MARTIN CHRISTEN
     -------------------------
       Martin Christen

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement      
as of the date first set forth above.                                           

Seller:             

       /S/ VINCENT S. ALBANESE
     -------------------------
           Vincent S. Albanese

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement      
as of the date first set forth above.                                           

Seller:             

       /S/ BRUCE A. PERLMUTTER
     -------------------------
           Bruce A. Perlmutter

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement      
as of the date first set forth above.                                           

Seller:             

    /S/ STEVEN GREENBURG
     -------------------------
        Steven Greenburg

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement      
as of the date first set forth above.                                           

Seller:             

/S/ DON ABRAMSON
     -------------------------
    Don Abramson

 /S/ LISA ABRAMSON
     -------------------------
     Lisa Abramson

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement      
as of the date first set forth above.                                           

Seller:             

   /S/ BARBARA BOCKLER
   -------------------------
       Barbara Bockler

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement      
as of the date first set forth above.                                           

Seller:             

TELECOM MARKETING   

     By: /S/ LAWRENCE C. LIANG
         -------------------------
       Name: Lawrence C. Liang
Title:President 

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement      
as of the date first set forth above.                                           

Seller:             

IMC ADVISORS        

  By: /S/ STUART BOCKLER
       -------------------------
   Name:  Stuart Bockler
Title:            

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement      
as of the date first set forth above.                                           

Seller:             

/S/ TERRY CHOW  
   -------------------------
  Terry Chow

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement      
as of the date first set forth above.                                           

Seller:             

/S/ STAN TAYLOR 
     -------------------------
   Stan Taylor

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement      
as of the date first set forth above.                                           

Seller:             

/S/ STEVE AUSTIN
   -------------------------
    Steve Austin

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement      
as of the date first set forth above.                                           

Seller:             

        /S/ IGNATIUS J. SEMINARA
   -------------------------
            Ignatius J. Seminara

 /S/ VITA SEMINARA
   -------------------------
     Vita Seminara

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement      
as of the date first set forth above.                                           

Seller:             

     /S/ RICHARD G. KRANTS
     -------------------------
         Richard G. Krants

/S/ LINDA KRANTS
     -------------------------
    Linda Krants

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement      
as of the date first set forth above.                                           

Seller:             

/S/ GLENN MYLES 
   -------------------------
   Glenn Myles

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement      
as of the date first set forth above.                                           

Seller:             

/S/ JACK BOCKLER
   -------------------------
    Jack Bockler

/S/ EVELYN BOCKLER
   -------------------------
    Evelyn Bockler

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement      
as of the date first set forth above.                                           

Seller:             

     /S/ STEPHANIE HALAMAR
   -------------------------
         Stephanie Halamar

   /S/ MICHAEL HALAMAR
   -------------------------
       Michael Halamar

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement      
as of the date first set forth above.                                           

Seller:             

      /S/ DR. MARTIN BOCKLER
   -------------------------
          Dr. Martin Bockler

     /S/ DR. ELSIE BOCKLER
   -------------------------
         Dr. Elsie Bockler

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement      
as of the date first set forth above.                                           

Seller:             

/S/ JAY AUSTIN  
   -------------------------
  Jay Austin

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement      
as of the date first set forth above.                                           

Seller:             

 /S/ WEN CHAUNG KO
   -------------------------
     Wen Chaung Ko

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement      
as of the date first set forth above.                                           

Seller:             

GOLDEN DRAGON TRUST 

 By: /S/ LAWRENCE C. LIANG
   -------------------------
     Name: Lawrence C. Liang
    Title: Trustee Trustor

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement      
as of the date first set forth above.                                           

Seller:             

  /S/ STUART BOCKLER
   -------------------------
      Stuart Bockler

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement      
as of the date first set forth above.                                           

Seller:             

BLIZZARD TRUST      

  By: /S/ STUART BOCKLER
       -------------------------
    Name: Stuart Bockler
Title: Trustee    

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement      
as of the date first set forth above.                                           

Seller:             

      /S/ DR. WILLIAM C. LEE
   -------------------------
          Dr. William C. Lee

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement      
as of the date first set forth above.                                           

Seller:             

   /S/ JOHN L. MILLING
   -------------------------
       John L. Milling

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement      
as of the date first set forth above.                                           

Seller:             

/S/ ORAN CHANG  
   -------------------------
  Oran Chang

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement      
as of the date first set forth above.                                           

Seller:             

         /S/ YAXIAN (ARTHUR) ZHENG
   -------------------------
             Yaxian (Arthur) Zheng

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement      
as of the date first set forth above.                                           

Seller:             

/S/ SHARON CHEN 
   -------------------------
   Sharon Chen

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement      
as of the date first set forth above.                                           

Seller:             

TRANQUIL OCEAN TRUST

     By: /S/ WILLIAM C. Y. LEE
       -------------------------
      Name:  William C. Y. Lee
Title:  Trustee     

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement      
as of the date first set forth above.                                           

Seller:             

/S/ DR. LEE     
   -------------------------
Dr. Lee 

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                                                                [Download Table]

                     
            .       1

01/02/2001           

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement      
as of the date first set forth above.                                           

Seller:             

 /S/ PAUL K. CHANG
     -------------------------
     Paul K. Chang

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SCHEDULE I      
AccessTel Shareholders      

Total Shares to be issued at Closing 22,418,980 (36,100,540 less 13,681,560     
reserved for issuance under the stock option plan)                              

                                                                [Download Table]

NAME                                   SHARES  
                                               
AccessTel EOP Dr. Lee Non Vested      3,000,000
AccessTel EOP Reserve                 4,042,300
Barbara Bockler                          40,000
Blizzard Trust                        2,000,000
Bruce A. Perlmutter                      54,000
Don & Lisa Abramson                      20,000
Dr. Martin & Dr. Elsie Bockler           40,000
Dr. W.C. Lee                            500,000
Glenn Myles                              13,412
Golden Dragon Trust                   2,000,000
Ignatius J. and Vita Seminara            13,416
IMC Advisors Inc.                       880,000
Jack & Evelyn Bockler                    40,000
Jay Ausin                               100,000
Jay Austin Non Vested                   600,000
John L. Milling                       1,600,000
John P. Falkoski                         20,000
Lawrence Liang                        2,000,000
Lawrence Liang EOP Non-Vested         2,400,000
Lawrence Liang EOP Vested               800,000
Martin Christen                         250,000
Milling Escrow FBO A. Nastasi             4,000
Oran Chan                               800,000
Oran Chan EOP Non Vested              2,400,000
Paul K. Chang                           200,000
Richard G. and Linda Krants              13,412
Rockwell Properties                   1,000,000
Sharon Chen EOP Non Vested              800,000
Stan Taylor                             160,000
Stephanie & Michael Halamar              40,000
Steve Austin                             20,000
Steven Greenburg                         50,000
Stuart Bockler                        2,000,000
Stuart Bockler EOP  Vested              800,000
Stuart Bockler EOP Non Vested         2,400,000
Telecom Marketing                       900,000
Terry Chow                              120,000
Tranquil Ocean Trust                    500,000
Vincent S. Albanese                     180,000
Wen Chaung Ko                           100,000
Yaxian (Arthur) Zheng                   800,000
Yaxian (Arthur) Zheng EOP Non Vested  2,400,000

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SCHEDULE II     
Shares to be Issued at Closing      

                                                                [Download Table]

NAME AND ADDRESS                                        

                                      NUMBER OF SHARES  
                                                        
Global Guarantee Corporation                 1,574,000  
15760 Ventura Boulevard                                 
Suite 1020                                              
Encino, California 91436                                

Gerard Conca                                            
81 Lakebridge Drive                            500,000  
Kingspark, NY 11754                              8,690  

Michelle Miller                                         
11 Spartan Place                               500,000  
Dix Hills, NY 11756                              3,050  

Jerome B. Armstrong                                     
P.O. Box 975                                    25,000  
Seaside, OR 97138                                       

Clark Carter                                            
6630 Commerce Pkwy                              25,000  
Woodstock, GA                                           

Paul Corson                                             
459 Ashbourne Rd.                              500,000  
Elkins Park, PA 19027                                   

Rob Highstreet                                          
4210 N.W. 2{nd} Ter.                           100,000  
Boca Raton, FL 33431                                    

James Taraborrelli                                      
1002 Lamb Road                                  25,000  
Secane, PA 19018                                        
Robert Vanhoose                                         
                                               300,000  
Peter W. Doerken                                        
18835 Olympic Blvd. SAC 975                    200,000  
Los Angeles, CA 90064                                   
     TOTAL                                              
                                             -----------
                                             3,760,740  

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SCHEDULE 2.1      
Subsidiaries      

The  Company  has  one  (1) wholly owned subsidiary; CCM Computer               
Accessories, Inc., a New York Corporation.                                      

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SCHEDULE 2.4      
Financial Statements      

Provided to the Company on August 29. 2000.                                     

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SCHEDULE 2.7      
Company Agreements and Financial Obligations      

COMPANY AGREEMENTS                                                              

The Company is party to the following agreements:                               

1.   Agreement dated as of April  3,  2000 relating to the conversion of  
OSCM shares to common stock of the Company                      
2.   Asset Purchase Agreement dated as  of  October 26, 1999 relating to  
the asset purchase of the OSCM assets.                          
3.   Agreement  dated  as  of  May  12,  2000  relating   to   the  Debt  
Restructuring                                                   
4.   Debt for Equity Proposal dated as of June 27, 2000                   
5.   Fidelity Leasing dated as of January 2000 for Saving Digital Copier  
(Lease assumed by Metro Group)                                  
6.   Granite  Financial  dated as of September 1999 for certain computer  
equipment                                                       
7.   United Capital Leasing  dated  as of October 1999 for NEC Telephone  
(Lease assumed by Metro Group)                                  

FINANCIAL OBLIGATIONS                                                           

The Company has financial obligations totaling  $2,099,945.93.  The Company     
has  made  arrangements  with certain of its creditors  pursuant  to  which     
$1,284,867.11 shall be converted  into  equity  of  the  Company  with  the     
remaining $815,078.82 to be settled at Closing.                                 

MERCHANT ACCOUNTS                                                               

                                                                [Download Table]

American Express               $31,498.93 
                                          
National Bank of the Redwoods  $71,034.44 
Summit Bank                    $78,180.00 
Card Service International     $70,602.15 
Discover                       $18,661.44 
      TOTAL                    $269,976.96

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ACCOUNTS PAYABLE                                                          

                                                                [Download Table]


                                  Amount Owed  Settled   Settled   Settled 
                                                100%       20%    For Other
                                                                   Amount  
                                                                           
ADP                                 4,331.37   4,331.37                    
Advanta Corp. Card                  2,513.56   2,513.56                    
Aetna                               6,965.20   6,965.20                    
ATT Long Distance                   6,592.41   6,592.41                    
ATT Wireless                          266.23     266.23                    
    BA Pargh                          936.13              187.23           
BDO Seidman                        81,390.00  81,390.00                    
      BNS                           1,890.00              378.00           
Budget                                767.96     767.96                    
Candle Business                     1,012.66   1,012.66                    
Cusip Service Bureau                  136.00     136.00                    
Daisytek                            1,351.69   1,351.69                    
Datacomm                            5,608.65   5,608.65                    
Depository Trust                    1,920.00   1,920.00                    
     DMGT                           2,664.00              532.80           
Federal Express                     2,977.06   2,977.06                    
First Bankcard Ctr Jerry Bu         3,979.41   3,979.41                    
First Bankcard Ctr Mikki Bu         3,488.35   3,488.35                    
Global Computer Supplies               62.40      62.40                    
     Grafix                           919.00                               
GTE                                   458.97     458.97                    
Hartford                            9,509.00   9,509.00                    
InstaCheck                          2,382.00   2,382.00                    
Keydata                              1799.50              359.90           
Konica                             29,812.97                     $22,375.80
Labor Ready                         1,668.00   4,123.62   333.60           
LIPA                                4,123.62                               
     Lloyd Staffing                 2,094.00              418.80           
Loeb & Loeb                       240,000.00 240,000.00                    
Merrill Corp. (CCM)                 3,228.82   3,228.82                    
Merill Corp. (Shopss)               4,256.81   4,256.81                    
MicroConnections                    1,900.00   1,900.00                    
Mobil Oil                             577.64     577.64                    
Nellon Chu, Esq.                    8,000.00   8,000.00                    
      Newsday                       8,302.80            1,660.56           
Piping Rock                           348.66     348.66                    
Qwest                               6,073.50   6,073.50                    
Radin Glass                        11,000.00  11,000.00                    
Silver Star                           621.18     621.18                    
Skytel                                227.08     227.08                    
Staples                             3,696.65                         739.33
Tech Data                          10,151.57  10,151.57                    
Techworks                          38,798.00                       7,758.60
Uline                               1,502.47                         300.49
Unique Sanitation                   2,274.03   2,274.03                    
UPS                                 3,402.70   3,402.70                    
Value Business                      1,777.91                         355.58
Verizon (0505 076)                  1,482.89   1,482.89                    
Verizon (1577-278)                  3,149.98   3,149.98                    
Verizon Wireless                      481.78     481.78                    
Wrap `N' Pack                       3,358.50   3,358.50                    
      TOTAL                      $454,308.37          $        $ $31,529.80
                                             404,221.97 3,870.09           

PAYROLL                                                                         

The Company owes each of Gerard Conca and Michelle Miller three (3)   
months salary ($42,000){1*} for services rendered to the Company in May,        
June and July of 2000.                                                          

LOANS                                                                           

                                                                [Download Table]

  NAME      TOTAL               AMOUNT PAYABLE IN CASH               TOTAL    
           AMOUNT                                                   NUMBER    
         OUTSTANDING                                                  OF      
                                                                   SHARES{2**}
                                                                              
Gerard       $34,761                                       $17,380    8,690   
Conca                                                                         
Michelle     $12,200                                        $6,100    3,050   
Miller                                                                        
Margaret     $40,000                                       $40,000        -   
Stettner                                                                      
     TOTAL   $86,961                                       $63,480   11,740   

>  The  Company  has  entered  into  an  agreement  with each of the            
following  creditors  to convert amounts set forth below into  Preferred  
Stock of the Company.   The conversion will take place after the Closing  
pursuant to the terms and  conditions  set  forth in a letter agreement,  
dated  July  27,  2000,  by  and between the Company  and  each  of  the  
creditors set forth below.                                                

**FOOTNOTES**                                                                   

{1*} $84,000/12 = $7,000 x 3 = $21,000 x 2 = $42,000                  

 {2**} Mr. Conca and Ms. Miller  have  each agreed to accept half of the
amount owed to them in common shares of the Company at $2.00 per share.         

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                                                                [Download Table]


        NAME      AMOUNT OWED
                             
American Digi                
                  $48,265.00 
Bek-Tronics                  
                  $170,651.00
Continental                  
                  $195,558.90
Derek                        
                  $73,030.00 
Int'l Logistics              
                  $7,718.44  
Panalpina                    
                  $49,210.29 
Phase II Media               
                  $121,000.00
Winn Labs                    
                  $161,873.00
Nexus (NSI Media)            
                  $65,050.00 
      TOTAL                  
                  $891,267.00

The  Company  has the following obligations represented by demand               
notes payable Global Guarantee Corporation.  Global Guarantee has agreed        
to accept common shares as payment for the demand notes.  The conversion        
price is $.25 per share.   Total  number  of  shares  issuable to Global        
Guarantee at closing: 1,574,400.                                                

                                                                [Download Table]

April 11, 2000     $56,600 
                           
March 1, 2000      $25,000 
February 28, 2000  $22,000 
February 14, 2000  $50,000 
February 14, 2000  $50,000 
February 10, 2000  $150,000
November 1, 1999   $35,000 
June 23, 2000       5,000  
                   --------
      TOTAL        $393,600

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SCHEDULE 2.8      
Personal Property     

None.                                                                           

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SCHEDULE 2.9      
Real Property     
None.                                                                           

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SCHEDULE 2.12     
Litigation      

The  Company  and/or  its  wholly  owned  subsidiary CCM Computer               
Accessories,  Inc.  have  been  named  as  defendants in  the  following        
pending/threatened litigation matters:                                          

Demand Letter dated August 28, 2000                         
Plaintiff:  Cardservice International                       
Estimated Exposure:  70,602.15                              

Filed:  July 14, 2000                                       
Court:  District  Court  of the County of  Nasau  First     
District                                                    
Plaintiff: Data Comm For Business, Inc.                     
Index No. 11987/2000                                        
Estimated Exposure: $5,000                                  

Filed:  June 19, 2000                                       
Court:  Supreme Court of the State of New York              
Plaintiff:  LKG&S, Inc.                                     
Index No. 00-14816                                          
Estimated Exposure:  $121,000                               

Filed: December 1999                                        
Court:  U.S. District Court  Eastern  District  of  New     
York                                                        
Plaintiff:  Integrated  Technology  & Development, Inc.     
and Israel Letzter.                                         
Estimated Exposure:  None.                                  
Summary:  Integrated Technology & Development, Inc. and     
Mr. Israel Letzter filed a claim in the  U.S.  District     
Court  Eastern  District  of  New  York  (the "Court"),     
alleging   breach   of   fiduciary   duty,   fraudulent     
securities  filings  and securities fraud in connection     
with the sale by OSCM of CCM to AMCI International.         

In  an  opinion  filed  on   May  24,  2000  the  Court     
characterized  the  plaintiffs'   claims  generally  as     
securities fraud under section 10(b)  of the Securities     
Exchange  Act  of 1934 and discussed them  collectively     
when it dismissed  all  claims  of securities and fraud     
for failure to allege all elements  of  the  crime.  As     
noted above, this action was brought in federal  court.     
Jurisdiction  of  the  Court  was  based on the alleged     
federal  question.   Since  the  dismissed   claim   of     
securities  fraud was the lynchpin for federal question     
jurisdiction  the complaint should have been dismissed,     
but for plaintiffs'  right  to amend the complaint as a     
matter of right pursuant to the  Federal Rules of Civil     
Procedure.   After  receipt of the Judge's  Order,  the     
Company   served  an  answer   which   foreclosed   the     
plaintiffs'  right  to  amend the complaint as of right     
and the plaintiffs have never  filed a motion for leave     
to amend the complaint.  While the  case  has  not  yet     
been formerly dismissed, the Plaintiffs have instructed     
their counsel to drop the matter.                           

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SCHEDULE 2.16     
Affiliate Transactions      

None.                                                                           

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Schedule 2.20     
Permits and Licenses      

None.                                                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		1/3/01							3,  8-K,  SC 13D
		12/18/00		1					8-K/A
		9/30/00		7		9			NT 11-K
		8/28/00		60
		7/27/00		56
		7/14/00		60
		6/30/00		3					10QSB,  NT 10-Q
		6/27/00		55
		6/19/00		60
		5/24/00		60
		5/12/00		55
		4/11/00		57
		4/3/00		55
		3/31/00		4					10QSB,  NT 10-K,  NT 10-Q
		3/1/00		57
		2/28/00		57
		2/14/00		57
		2/10/00		57
		12/31/99		3					10KSB40,  NT 10-K
		11/1/99		57
		10/26/99		55
		12/31/98		3					10KSB,  NT 10-K
									List all Filings