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Sample Business Contracts

Asset Purchase Forms


                                  Viseon, Inc.
                    545 E. John Carpenter Freeway, Suite 1430
                                Irving, TX 75062
December 18, 2002

John O'Donnell
Chairman and CEO
Comlink Management Services, Inc.
1500 Fairway, #1201
Lewisville, TX 75057

Dear John,

This letter is intended to memorialize our agreement regarding the sale of
Viseon's existing service business and service contracts to Comlink. Comlink
shall purchase the account list and assume the service liabilities of certain
accounts currently serviced by Viseon. A list of the accounts purchased by
Comlink is attached as Exhibit A and is hereinafter referred to as the Purchased
Accounts.

Comlink shall have the exclusive right to prospect the Purchased Accounts for
future group video conferencing equipment sales. Viseon shall not provide or
sell the list of Purchased Accounts to any other person or entity nor attempt to
sell new Group Video Conferencing equipment to the Purchased Accounts either
directly or indirectly. Viseon reserves the right to continue to sell Personal
Video Conferencing products to the Purchased Accounts as well as the exclusive
right to sell Group and Personal Video Conferencing products to accounts on
Exhibit B hereinafter referred to as the Excluded Accounts. Comlink shall not
attempt to sell equipment of any type to the Excluded Accounts.

Personal Video Conferencing products shall be defined as hardware based video
conferencing systems having a retail price of less than $1500.00 (fifteen
hundred dollars, U.S.). Group Video Conferencing systems shall be defined as
video conferencing hardware and software products having a retail price in
excess of $1500.00 (fifteen hundred dollars).

Comlink shall provide services and support for the Purchased Accounts to the
standards provided by Viseon to the Purchased Accounts in the past and pursuant
to the various service contracts signed with Viseon by each customer. Viseon
shall have no obligation to Comlink whatsoever in conjunction with the provision
of services and support of any kind. Viseon agrees to assign to Comlink any
rights it may have as to warranty claims with the vendors of the original
equipment or with the original equipment manufacturers of equipment provided to
customers on Exhibit A.

Comlink shall pay Viseon One Dollar as the total consideration for this
agreement along with the assumption of the service liabilities, if any. This
agreement shall be effective December 11, 2002.



Page 2

If this outlines our entire agreement correctly, please indicate your acceptance
of the terms herein by signing in the space below.

Agreed and Accepted


--------------------------------------------------------------------------------
John Harris, Chief Executive Officer                               Date
Viseon, Inc.

Agreed and Accepted


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

John O'Donnell, Chief Executive Officer                            Date
Comlink, Inc.

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