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<SEC-DOCUMENT>0000020520-07-000037.txt : 20070709
<SEC-HEADER>0000020520-07-000037.hdr.sgml : 20070709
<ACCEPTANCE-DATETIME>20070709104705
ACCESSION NUMBER:		0000020520-07-000037
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20070705
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20070709
DATE AS OF CHANGE:		20070709

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CITIZENS COMMUNICATIONS CO
		CENTRAL INDEX KEY:			0000020520
		STANDARD INDUSTRIAL CLASSIFICATION:	TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813]
		IRS NUMBER:				060619596
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-11001
		FILM NUMBER:		07968613

	BUSINESS ADDRESS:	
		STREET 1:		HIGH RIDGE PK BLDG 3
		CITY:			STAMFORD
		STATE:			CT
		ZIP:			06905
		BUSINESS PHONE:		2036145600

	MAIL ADDRESS:	
		STREET 1:		THREE HIGH RIDGE PARK
		CITY:			STAMFORD
		STATE:			CT
		ZIP:			06905

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CITIZENS UTILITIES CO
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>gvnacquisition8-k.txt
<DESCRIPTION>FORM 8-K COVER
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 8-K


                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) Of the Securities Exchange Act of 1934


         Date of Report (date of earliest event reported): July 3, 2007

                         Citizens Communications Company
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
- -------------------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)

        001-11001                                         06-0619596
- -------------------------------------------------------------------------------
 (Commission File Number)                     (IRS Employer Identification No.)


 3 High Ridge Park, Stamford, Connecticut                        06905
- -------------------------------------------------------------------------------
 (Address of principal executive offices)                      (Zip Code)

                                 (203) 614-5600
- -------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


- -------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     | |  Written  communications  pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)

     | |  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR 240.14a-12)

     | |  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
          Exchange Act (17 CFR 240.14d-2(b))

     | |  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
          Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 1.01  Entry into a Material Definitive Agreement
           ------------------------------------------

               On July 3, 2007, Citizens  Communications Company (the "Company")
          entered into a Stock Purchase Agreement (the "Agreement") with Country
          Road  Communications LLC ("Country Road").  Pursuant to the Agreement,
          the Company will acquire Global Valley  Networks Inc.  ("GVN") and GVN
          Services ("GVS") through the purchase from Country Road of 100% of the
          outstanding common stock of Evans Telephone Holdings, Inc., the parent
          of  GVN  and  GVS.  GVN  has  approximately  15,000  access  lines  in
          California.  The  purchase  price is $62  million in cash,  subject to
          adjustment.

               The Company intends to finance the acquisition with cash on hand.

               The acquisition is subject to  satisfaction of certain  customary
          conditions,   including   Hart-Scot-Rodino   antitrust  clearance  and
          necessary approvals from the Federal Communications Commission and the
          California Public Utilities Commission. The transaction is expected to
          close within six to nine months.

               The Company and Country Road have made customary representations,
          warranties  and  covenants in the  Agreement,  including  Country Road
          making   covenants  not  to  solicit   alternative   transactions   or
          participate in discussions  concerning,  or furnish  information  with
          respect to, alternative transactions.

               A copy of the Agreement is attached  hereto as Exhibit 2.1 and is
          incorporated  hereby by reference.  The foregoing  description  of the
          Agreement  is  qualified in its entirety by reference to the full text
          of the Agreement.

Item 8.01 Other Events
          ------------

               On July 5, 2007,  the Company  announced that it had entered into
          the Agreement by press release,  a copy of which is attached hereto as
          Exhibit 99.1 and incorporated by reference.

Item 9.01 Financial Statements and Exhibits
          ---------------------------------

          (d) Exhibits

               2.1  Stock Purchase Agreement,  dated as of July 3, 2007, between
                    Citizens    Communications    Company   and   Country   Road
                    Communications LLC.

               99.1 Press Release of Citizens  Communications  Company issued on
                    July 5, 2007.



<PAGE>


                                   SIGNATURES


          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
     the  registrant  has duly  caused this report to be signed on its behalf by
     the undersigned hereunto duly authorized.

                                   CITIZENS COMMUNICATIONS COMPANY


Date:   July 9, 2007               By:/s/ Robert J. Larson
                                      -----------------------------------------
                                      Robert J. Larson
                                      Senior Vice President and
                                      Chief Accounting Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>2
<FILENAME>gvnstockpurchaseagreement.txt
<DESCRIPTION>GVN STOCK PURCHASE AGREEMENT
<TEXT>

                                                                     Exhibit 2.1

                            STOCK PURCHASE AGREEMENT


     This STOCK PURCHASE AGREEMENT (this "Agreement"),  dated as of July 3, 2007
(the  "Execution  Date"),  is entered into by and among Citizens  Communications
Company, a Delaware  corporation (the "Buyer"),  and Country Road Communications
LLC, a Delaware Limited Liability Company (the "Stockholder") in its capacity as
the sole  stockholder of Evans Telephone  Holdings Inc., a Delaware  corporation
(the "Company").

                                    RECITALS

     A. The  Company,  through its  subsidiaries  Global  Valley  Networks  Inc.
("GVN") and GVN Services ("GVS"), each a California  corporation,  is engaged in
the business of providing telecommunication services.

     B. Stockholder is the sole record and beneficial owner of all of the issued
and  outstanding  capital  stock of the  Company,  consisting  of 1000 shares of
common stock, $0.01 par value per share (the "Company Common Stock").

     C. The Buyer desires to purchase all, but not less than all, of the Company
Common Stock, and Stockholder desires to sell all, but not less than all, of the
Company  Common Stock,  on the terms and subject to the  conditions set forth in
this Agreement.


                                    AGREEMENT

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  respective
representations,  warranties,  covenants,  and  agreements  set  forth  in  this
Agreement and other good and valuable consideration, the receipt and sufficiency
of which all parties mutually acknowledge,  the parties, intending to be legally
bound, agree as follows:


                                    ARTICLE I
                          DEFINITIONS AND CONSTRUCTION

     Section 1.1 Definitions. For purposes of this Agreement,  capitalized terms
not otherwise defined in this Agreement shall have the following meanings:

     "Actual Net Working Capital" shall mean the amount determined in accordance
with Section 2.3(a).

     "Affiliate"  shall mean, as to any Person,  any other Person controlled by,
under the control of, or under common control with, such Person. As used in this
definition,  "control"  shall mean  possession,  directly or indirectly,  of the
power to  direct or cause the  direction  of  management  or  policies  (whether
through ownership of securities or partnership or other ownership interests,  by
contract or otherwise).
<PAGE>

     "Accounts  Receivable"  shall have the  meaning  set forth in Section  3.22
hereof.

     "Ancillary  Agreements"  shall have the  meaning  set forth in Section  3.4
hereof.

     "Balance Sheet" shall have the meaning set forth in Section 3.7 hereof.

     "Business  Day" shall mean any day other than a  Saturday,  Sunday or legal
holiday in the State of New York.

     "Claim" shall have the meaning set forth in Section 3.9 hereof.

     "Closing" or "Closing Date" shall gave the meaning set forth in Section 8.1
hereof.

     "Closing Balance Sheet" shall mean the estimated consolidated balance sheet
of the  Company  to be dated as of the  Closing  Date  and  prepared  on a basis
consistent with the Balance Sheet.

     "Communications Act" means the Communications Act of 1934, as amended.

     "Communication   Laws"   means  the   Communications   Act  or  the  rules,
regulations,  orders and published  policies of the FCC; the  California  Public
Utility Code; and the rules,  regulations,  orders and published policies of the
California Public Utility Commission.

     "Communication  Licenses" means the FCC Licenses,  State Licenses and Local
Authorizations.

     "Communications  Licenses"  shall have the meaning set forth in Section 3.6
hereof.

     "Confidential  Information" shall have the meaning set forth in Section 6.7
hereof.

     "Contracts" shall have the meaning set forth in Section 3.15 hereof.

     "Company  Common Stock" shall have the meaning set forth in Section  3.1(c)
hereof.

                                       2
<PAGE>

     "Company  Governing  Documents" shall have the meaning set forth in Section
3.2 hereof.

     "Company Intellectual Property" shall have the meaning set forth in Section
3.16 hereof.

     "Current Assets" shall mean the sum of (v) cash, (w) accounts  receivable -
net of  allowance  for bad  debts  and  other  adjustments,  (x)  Materials  and
Supplies,  (y) due to (from)  Affiliates,  and (z) other current assets, in each
case  determined  using  the  same  accounting  methods,  principles,  policies,
practices  and  procedures  with  consistent   judgments,   classifications  and
valuation and estimation  methodologies used by the Company for normal month-end
closing of the books  consistent with the calculations set forth on Schedule 3.7
of the Disclosure Schedule.

     "Current  Liabilities"  shall  mean the sum of (v)  accounts  payable,  (w)
advance billings,  (x) current portion of capital lease obligations,  (y) solely
for purposes of calculating  Net Working  Capital under Section 2.3, the prorata
portion  of annual  bonuses,  and (z) other  current  liabilities,  in each case
determined using the same accounting methods,  principles,  policies,  practices
and procedures  with  consistent  judgments,  classifications  and valuation and
estimation methodologies used by the Company for normal month-end closing of the
books  consistent  with  the  calculations  set  forth  on  Schedule  3.7 of the
Disclosure Schedule,  but excluding accrued taxes, accrued interest payable, the
current portion of long term debt and the current  portion of developer  deposit
refunds.

     "Default" shall have the meaning set forth in Section 3.15 hereof.

     "Employee Plans" shall have meaning set forth in Section 3.10 hereof.

     "Encumbrance"  shall  mean  a  mortgage,   charge,  pledge,  lien,  option,
restriction,  claim,  right of first refusal,  right of preemption,  third party
right or  interest  or other  encumbrance  or  security  interest of any kind or
similar right or any other matter  affecting  title,  excluding those imposed by
securities law or required consents for communications license transfers.

     "Environmental  Law(s)"  shall have the meaning  set forth in Section  3.17
hereof.

     "ERISA" and "ERISA  Affiliate" shall have the meanings set forth in Section
3.10 hereof.

     "Escrow  Agent"  shall  mean the  escrow  agent  serving  in such  capacity
pursuant to the Escrow Agreement set forth as Exhibit A.

                                       3
<PAGE>

     "FCC" means the Federal Communications Commission.

     "FCC  Consent"  means the consent of the FCC to the  transfer of control of
the FCC Licenses to Buyer,  such consent to be effective  and not subject to any
stay or injunction.

     "FCC  Licenses"  means those FCC licenses and  authorizations  set forth in
Schedule 3.6(a), including any renewals, extensions or modifications thereof and
any additions thereto made as of the Closing Date.

     "Financial  Statements"  shall have the  meaning  set forth in Section  3.7
hereof.

     "First and Second Lien Credit  Agreements" mean the bank credit  agreements
by and among the Royal Bank of Scotland, PLC, as agent, Stockholder, the Company
and others.

     "GAAP" shall mean, at any particular time,  accounting principles generally
accepted  in the  United  States of  America,  consistently  applied  on a going
concern  basis and,  with respect to interim  financial  statements,  subject to
normal year-end adjustments.

     "Governmental  Entities" shall have the meaning set forth in Section 3.5(b)
hereof.

     "GVN  Common  Stock"  shall have the  meaning  set forth in Section  3.1(c)
hereof.

     "GVN Governing  Documents"  shall have the meaning set forth in Section 3.2
hereof.

     "GVS  Common  Stock"  shall have the  meaning  set forth in Section  3.1(c)
hereof.

     "GVS Governing  Documents"  shall have the meaning set forth in Section 3.2
hereof.

     "HSR Act" means the Hart-Scott-Rodino  Antitrust  Improvements Act of 1976,
as amended and the rules and regulations promulgated thereunder.

     "Law" means any  federal,  state,  local or foreign law  (including  common
law), statute, code, ordinance,  rule, regulation,  judgment, order, injunction,
decree,  arbitration  award,  agency  requirement,  license  or  permit  of  any
Governmental Entity.

                                       4
<PAGE>

     "Local  Authorizations"  shall have the  meaning  set forth in Section  3.6
hereof.

     "Loss" shall mean any and all losses, liabilities,  claims, demands, causes
of  action,  judgments,  damages,  fines,  suits,  actions,  costs and  expenses
(including  reasonable  attorney's  fees and  expenses  and all amounts  paid in
investigation  or  defense),  whether or not  arising  out of a claim by a third
party.

     "Material  Adverse Effect" shall mean,  with respect to a specified  party,
any change or effect,  as the case may be, that has, or is reasonably  likely to
have, individually or in the aggregate, a material adverse impact on the assets,
business,   or  condition  (financial  or  otherwise)  of  such  party  and  its
subsidiaries taken as a whole; provided,  however, that in no event shall any of
the  following  be or be taken into  account in the  determination  of whether a
Material  Adverse Effect has occurred:  (a) any change resulting from conditions
generally affecting the telecommunications  industry in California or nationally
or from changes in general business or economic  conditions if in each case they
do not have a materially  disproportionate adverse effect on such party compared
to other  businesses  in the same  industry  and  geographic  markets or (b) any
change  resulting from the announcement or pending nature of this transaction or
the  compliance  by such party with the terms of, or the taking of any action by
such party required by, this Agreement.

     "Materials  and  Supplies"  shall mean as set forth on the Closing  Balance
Sheet.

     "Net Working  Capital" shall mean the amount  obtained by  subtracting  the
Current Liabilities from the Current Assets.

     "Permitted Liens" shall have the meaning set forth in Section 3.8 hereof.

     "Person" shall mean an individual, company, partnership,  limited liability
company,  limited liability partnership,  joint venture, trust or unincorporated
organization, joint stock corporation or other similar organization,  government
or any political subdivision thereof, or any other legal entity.

     "Purchase Price" shall have the meaning set forth in Section 2.2 hereof.

     "Purchase  Price  Adjustment"  shall have the  meaning set forth in Section
2.3.

     "Regulatory  Approvals"  shall mean the FCC Consent and State PUC  Consent,
and the expiration or earlier  termination  of the applicable  waiting period of
the HSR Act.

     "State PUC" shall have the meaning set forth in Section 3.6 hereof.

                                       5

<PAGE>

     "State PUC Consent"  means the consent of the California  Public  Utilities
Commission,  such  consent  to be  effective  and  not  subject  to any  stay or
injunction.

     "Taxes" shall mean all taxes, assessments, charges, duties, fees, levies or
other governmental charges in the nature of a tax, including but not limited to,
all federal, state, local, foreign or other income, profits, unitary,  business,
franchise,  capital stock, real property,  personal property,  intangible taxes,
withholding,  Medicare, unemployment compensation,  disability, transfer, sales,
use, excise and other taxes,  assessments,  charges,  duties, fees, or levies of
any kind  whatsoever in the nature of a tax (whether or not requiring the filing
of Tax Returns), and all deficiency assessments, additions to tax, penalties and
interest.

     "Tax Returns" shall have the meaning set forth in Section 3.11 hereof.

      1.2 Construction.

     (a) The headings and captions used herein are intended for  convenience  of
reference  only,  and shall not modify or affect in any  manner  the  meaning or
interpretation of any of the provisions of this Agreement.

     (b) As used herein,  the singular  shall include the plural,  the masculine
and  feminine  genders  shall  include the neuter,  and the neuter  gender shall
include the masculine and feminine, unless the context otherwise requires.

     (c) The words  "hereof,"  "herein," and  "hereunder,"  and words of similar
import, when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement.

     (d) All  references  herein to  Sections,  Schedules  or Exhibits  shall be
deemed to refer to Sections  of and  Schedules  or  Exhibits to this  Agreement,
unless  specified to the contrary.  All Exhibits and Schedules to this Agreement
are integral parts of this Agreement as if fully set forth herein.

     (e) The words "include,"  "includes" and "including" when used herein shall
be deemed in each case to be followed by the words "without limitation."

     (f) "To the knowledge of" or any similar  phrase shall mean that one of the
persons named on Schedule 3.1 of the  Disclosure  Schedule (i) actually is aware
of a  particular  fact or matter or (ii) could  reasonably  be  expected to have
discovered  or  otherwise  become  aware of that  fact or  matter  had they made
inquiry of employees of the Company, GVN or GVS or reviewed documents accessible
to the Company, GVN or GVS with respect to the matter in question.

     (g) As all parties participated in negotiating and drafting this Agreement,
no rule of construction shall apply to this Agreement which construes  ambiguous
language  in favor of or  against  any party by reason of that  party's  role in
drafting this Agreement.

                                       6

<PAGE>


                                   ARTICLE II
               PURCHASE AND SALE OF COMPANY COMMON STOCK; CLOSING

     Section 2.1 Purchase and Sale of Company  Common Stock.  Upon the terms and
subject to the  conditions of the  Agreement,  on the Closing Date,  Stockholder
shall sell,  transfer,  assign,  and  deliver to the Buyer,  and the Buyer shall
purchase,  accept,  assume, and receive, all of Stockholder's title and interest
in and to  the  Company  Common  Stock,  free  and  clear  of any  Encumbrances,
restrictive agreements, or adverse claims of any nature whatsoever.

     Section 2.2 Purchase  Price.  The "Purchase  Price" for the Company  Common
Stock shall be an amount of cash equal to $62,000,000,  subject to adjustment as
provided in Section 2.3 (the "Cash Payment").

     Section 2.3 Purchase Price Adjustment.  The Purchase Price shall be subject
to reduction by the amount, if any that the Net Working Capital contained in the
Closing Balance Sheet is less than $700,000. The Purchase Price shall be subject
to increase by the amount,  if any that the Net Working Capital contained in the
Closing  Balance  Sheet  exceeds  $1,100,000.  In the event that the Net Working
Capital  is  equal to or  greater  than  $700,000,  but  equal  to or less  than
$1,100,000, no adjustment shall be made.

     (a) At least five (5) Business  Days prior to the Closing Date  Stockholder
shall prepare and deliver to the Buyer (i) the Closing Balance Sheet, and (ii) a
statement  of its good faith  estimate of the Net Working  Capital,  prepared in
accordance with the format shown on Schedule 2.3 of the Disclosure  Schedule and
consistent in all respects with the  definitions  of Current  Assets and Current
Liabilities  contained in this  Agreement.  The Buyer shall within 60 days after
the Closing  Date prepare and deliver to  Stockholder  a statement of the actual
Net Working Capital on the Closing Date ("Actual Net Working Capital"), prepared
in accordance  with the format shown on Schedule 2.3 of the Disclosure  Schedule
and  consistent  in all  respects  with the  definitions  of Current  Assets and
Current  Liabilities  contained in this Agreement and used in the preparation of
the Balance Sheet delivered  pursuant to Section 3.7 hereof. If the amount shown
by the Buyer to be the Actual Net Working  Capital is different  from the amount
shown by  Stockholder's  calculation,  the Purchase Price shall be readjusted in
accordance with Schedule 2.3(a) using the Actual Net Working Capital.

In the event that  Stockholder  disagrees with the calculation by the Buyer, the
parties will negotiate in good faith to resolve such disagreement.  If, after 30
days,  the  parties  cannot  agree then they will submit the issue to a mutually
agreed upon  independent  accounting firm for its binding  determination  of the
amount of Net Working Capital  calculated in accordance with the requirements of
Schedule 2.3, which determination shall be completed within forty-five (45) days
of their  engagement of such accounting  firm. The costs of such accounting firm
shall be borne equally by the parties.

                                       7

<PAGE>

     (b) If  there  is a final  total  Purchase  Price  Adjustment  (as  finally
determined in accordance with the provisions set forth above), then, within five
(5)  Business  Days after such final  determination,  either  Party will pay the
other (in immediately available funds) in accordance with the provisions above.

     Section 2.4 Payment of Purchase  Price. On the Closing Date, upon surrender
to the  Buyer of  certificates  representing  all and not  less  than all of the
Company  Common Stock,  the Buyer shall pay to  Stockholder  the Cash Payment as
follows:

     (a) $56,000,000 (less any reduction,  or plus any increase, to the Purchase
Price pursuant to the first or second sentences of Section 2.3) by means of wire
transfer to the account  specified  in writing to the Buyer by  Stockholder  not
less than five (5) Business Days before the Closing Date.

     (b)  $6,000,000  to be held  by the  Escrow  Agent  in a  separate  account
pursuant to the Escrow  Agreement in the form annexed  hereto as Exhibit A ("the
"Escrow Agreement") to provide for a source of the satisfaction of Stockholder's
obligations  under Section  7.1(a)(i) and Section 7.1 (a)(ii) of this Agreement.
The  amount  held under  this  Section  2.4(b)  will bear  interest  at the rate
provided  for in the Escrow  Agreement  and,  subject to the  provisions  of the
Escrow  Agreement,   shall  be  paid  to  Stockholder  on  the  eighteenth-month
anniversary of the Closing Date.

                                   ARTICLE III
                  REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER

     Except as set forth in the  Disclosure  Schedule  delivered to the Buyer by
Stockholder,   which  is  incorporated  by  reference  herein  (the  "Disclosure
Schedule"), Stockholder hereby represents and warrants to the Buyer that each of
the  representations  and  warranties set forth in Article 3 is true and correct
and except for the  representations  and warranties set forth in this Article 3,
Stockholder  makes  no other  representation  or  warranty  (either  express  or
implied)  herein  or  with  respect  to the  transactions  contemplated  by this
Agreement:

     Section 3.1 Organization and Qualification; Stockholder.

     (a) The Company is a corporation duly organized,  validly existing,  and in
good standing under the laws of the State of Delaware,  has all requisite  power
and  authority to own,  lease,  and operate its  properties  and to carry on its
business  as it is now  being  conducted,  and is  duly  qualified  and in  good

                                       8
<PAGE>

standing to do business in each jurisdiction in which the nature of the business
conducted  by it or the  ownership  or  leasing  of its  properties  makes  such
qualification  necessary,  other than where the failure to be so duly  qualified
and in good standing would not have a Material  Adverse Effect.  Each of GVN and
GVS is a corporation  duly  organized,  validly  existing,  and in good standing
under the laws of the State of California, has all requisite power and authority
to own, lease,  and operate its properties and to carry on its business as it is
now being  conducted,  and is duly qualified and in good standing to do business
in each jurisdiction in which the nature of the business  conducted by it or the
ownership or leasing of its properties makes such qualification necessary, other
than where the failure to be so duly  qualified and in good  standing  would not
have a Material Adverse Effect

     (b) Stockholder is a duly organized,  validly  existing  limited  liability
company,  and in good standing under the laws of the State of Delaware,  has all
requisite power and authority to own,  lease,  and operate its properties and to
carry on its business as it is now being conducted.

     (c)  Stockholder  beneficially  and of record owns, in the aggregate,  1000
shares of Company common stock,  $0.01 par value per share (the "Company  Common
Stock"), which represents all of the issued and outstanding capital stock of the
Company,  free and clear of any  Encumbrances  (other than those  imposed by the
First and Second Lien Credit Agreements), limitations on voting rights, charges,
and all  other  adverse  claims.  Schedule  3.1(c)  sets  forth the name of each
officer,  director and stockholder of the Company.  The Company beneficially and
of record owns,  in the  aggregate,  52,500 shares of GVN common stock (the "GVN
Common Stock"), which represents all of the issued and outstanding capital stock
of GVN,  free and  clear of any  Encumbrances,  limitations  on  voting  rights,
charges,  and all other adverse  claims.  Schedule 3.1(c) sets forth the name of
each officer,  director and stockholder of GVN. The Company  beneficially and of
record owns, in the  aggregate  1000 shares of GVS common stock (the "GVS Common
Stock"),  which  represents all of the issued and  outstanding  capital stock of
GVS, free and clear of any Encumbrances,  limitations on voting rights, charges,
and all  other  adverse  claims.  Schedule  3.1(c)  sets  forth the name of each
officer, director and stockholder of GVS.

     Section 3.2  Governing  Documents.  Stockholder  has furnished to the Buyer
true,  complete,  and correct copies of (a) the certificate of incorporation and
bylaws of the Company, each as amended or restated to the date of this Agreement
(the "Company  Governing  Documents"),  (b) the certificate of incorporation and
bylaws of GVN,  each as amended or restated to the date of this  Agreement  (the
"GVN Governing  Documents") and (c) the certificate of incorporation  and bylaws
of GVS,  each as amended or  restated  to the date of this  Agreement  (the "GVS
Governing  Documents").  None of the  Company,  GVN, GVS and  Stockholder  is in
violation of any  provision of their  respective  Governing  Documents  and such
Governing Documents remain in full force and effect.

                                       9

<PAGE>


     Section  3.3  Capitalization.  Except as set forth on  Schedule  3.3 of the
Disclosure Schedule:

     (a)(i) The authorized  capital stock of the Company consists of 1000 shares
of Company Common Stock, all of which are issued and  outstanding.  No shares of
Company  Common  Stock are reserved  for any  purpose.  Each of the  outstanding
shares of Company Common Stock is duly  authorized,  validly  issued,  and fully
paid and non-assessable, and has not been issued in violation of (nor are any of
the  authorized  shares of Company  Common Stock  subject to) any  preemptive or
similar rights under the Company Governing Documents,  federal or state laws, or
any agreement to which the Company is a party or by which it is bound.

     (ii) The  authorized  capital stock of GVN consists of 52,500 shares of GVN
Common Stock, all of which are issued and  outstanding.  No shares of GVN Common
Stock are reserved for any purpose. Each of the outstanding shares of GVN Common
Stock is duly authorized, validly issued, and fully paid and non-assessable, and
has not been issued in violation of (nor are any of the authorized shares of GVN
Common  Stock  subject  to) any  preemptive  or  similar  rights  under  the GVN
Governing  Documents,  federal or state laws, or any agreement to which GVN is a
party or by which it is bound.

     (iii) The  authorized  capital  stock of GVS consists of 1000 shares of GVS
Common Stock, all of which are issued and  outstanding.  No shares of GVS Common
Stock are reserved for any purpose. Each of the outstanding shares of GVS Common
Stock is duly authorized, validly issued, and fully paid and non-assessable, and
has not been issued in violation of (nor are any of the authorized shares of GVS
Common  Stock  subject  to) any  preemptive  or  similar  rights  under  the GVS
Governing  Documents,  federal or state laws, or any agreement to which GVS is a
party or by which it is bound.

     (b) The Company  does not (i)  directly or  indirectly  own,  (ii) have any
agreement  to purchase or  otherwise  acquire,  or (iii)  except as set forth on
Schedule 3.3(b) of the Disclosure  Schedule,  hold any interest convertible into
or exchangeable or exercisable for, any equity interest in any Person other than
GVN and GVS.  Neither GVN nor GVS (i) directly or indirectly  owns, (ii) has any
agreement  to  purchase  or  otherwise  acquire,  or (iii)  holds  any  interest
convertible  into or exchangeable or exercisable for, any equity interest in any
Person.

     (c)  There  are  no  options,   warrants,  or  other  rights,   agreements,
arrangements, or commitments of any character to which Stockholder, the Company,
GVN or GVS is a party or by which any of them is bound relating to the issued or
unissued Company Common Stock, GVN Common Stock or the GVS Common Stock or other
securities of the Company,  GVN or GVS or obligating  Stockholder,  the Company,
GVN or GVS to grant,  issue,  or sell any shares of Company  Common  Stock,  GVN
Common  Stock  or the  GVS  Common  Stock  or  other  securities.  There  are no

                                       10
<PAGE>

agreements,  arrangements,  or  commitments  of  any  character  (contingent  or
otherwise)  pursuant  to which any Person is or may be  entitled  to receive any
payment  based  on  the  revenues  or  earnings,  or  calculated  in  accordance
therewith,  of the Company, GVN or GVS. There are no voting trusts,  proxies, or
other agreements or  understandings  with respect to the voting of any shares of
Company Common Stock, the GVN Common Stock or the GVS Common Stock.

     (d) There are no obligations,  contingent or otherwise, of Stockholder, the
Company, GVN or GVS to (i) repurchase,  redeem, or otherwise acquire the capital
stock or other  securities of the Company,  GVN or GVS; or (ii) provide material
funds to, or make any  material  investment  in (in the form of a loan,  capital
contribution,  or  otherwise),  or provide  any  guarantee  with  respect to the
obligations of any Person.

     Section 3.4 Authority.  Stockholder has full power and authority to execute
and  deliver  this  Agreement  and  the  other  documents  contemplated  by this
Agreement (the  "Ancillary  Agreements")  to which  Stockholder is a party,  and
subject to obtaining Regulatory Approvals,  to perform the obligations hereunder
and  thereunder,  and to consummate  the  transactions  contemplated  hereby and
thereby.  This Agreement and the Ancillary  Agreements to which Stockholder is a
party have been duly executed and delivered by  Stockholder  and  constitute the
legal, valid, and binding obligations of Stockholder,  enforceable in accordance
with  their  respective  terms,   subject  however  to  applicable   bankruptcy,
insolvency and other similar laws affecting the rights and remedies of creditors
generally and to general equitable principles.

     Section 3.5 No Conflict; Required Filings and Consents.

     (a) Except as set forth in Schedule 3.5(a) of the Disclosure Schedule,  the
execution  and  delivery  of this  Agreement  and the  Ancillary  Agreements  by
Stockholder do not, and the consummation of the transactions contemplated hereby
and thereby  shall not,  (i)  conflict  with or violate  the  Company  Governing
Documents,  the GVN  Governing  Documents,  the GVS  Governing  Documents or the
operating or  management  agreement  of  Stockholder;  (ii) to the  knowledge of
Stockholder,  conflict with or violate any Law  applicable to  Stockholder,  the
Company,  GVN or GVS or by which any of their respective  properties is bound or
subject;  or (iii) result in any breach of or  constitute a default (or an event
that with notice or lapse of time or both would become a default) under, or give
to any other  Person  any rights of  termination,  amendment,  acceleration,  or
cancellation  of, or require  payment  under,  or result in the  creation  of an
Encumbrance on any of the properties or assets of Stockholder,  the Company, GVN
or GVS pursuant to, any material  note,  bond,  mortgage,  indenture,  contract,
agreement,  lease, license, permit, franchise, or other instrument or obligation
to which Stockholder,  the Company,  GVN or GVS is a party or by or to which any
of their respective properties is bound or subject.

                                       11

<PAGE>

     (b) Except as set forth in Schedule 3.5(b) of the Disclosure Schedule,  the
execution  and  delivery  of this  Agreement  and the  Ancillary  Agreements  by
Stockholder do not, and the consummation of the transactions contemplated hereby
and thereby shall not, require either the Company,  GVN or GVS or Stockholder to
obtain any consent, license, permit, approval, waiver,  authorization,  or order
of, or to make any  filing  with or  notification  to, (i) any  governmental  or
regulatory   authority,   foreign  or  domestic   (federal,   state,  or  local)
(collectively, "Governmental Entities") or (ii) any party to any Contract.

     Section 3.6 Communications Regulatory Matters.

     (a) Except as set forth in Schedule 3.6 of the Disclosure  Schedule,  as of
the date hereof, GVN and GVS have all permits,  licenses and authorizations from
each Governmental  Entity that regulates  telecommunications  in each applicable
jurisdiction ("Communications Licenses"),  including without limitation, (A) the
FCC; (B) the California  Public Utility  Commission  (the "State PUC") (together
with any  renewals,  extensions,  or  modifications  thereof  and any  additions
thereto  made  as of the  Closing  Date,  the  "State  License");  and  (C)  the
appropriate  municipal   governmental  entities  (together  with  any  renewals,
extensions,  or modifications  thereof and any additions  thereto made as of the
Closing Date,  the "Local  Authorizations");  in each case that are required for
the conduct of the  business  of GVN and GVS as  presently  conducted.  Schedule
3.6(a) of the Disclosure  Schedule sets forth a true,  correct and complete list
of  all  of the  Communications  Licenses.  Schedule  3.6(a)  of the  Disclosure
Schedule also  correctly  specifies the expiration  date of each  Communications
License in effect as of the  Execution  Date.  The  Company is not  required  to
obtain or hold in its own name any Communication  Licenses, any State License or
any  Local  Authorizations  in  order  for  GVN or GVS to  conduct  business  as
presently conducted.

     (b) Except as set forth in Schedule 3.6(b) of the Disclosure Schedule, each
of the  Communications  Licenses was duly issued, is valid and in full force and
effect, has not been suspended,  canceled, revoked or modified in any materially
adverse  manner and is not subject to  conditions or  requirements  that are not
generally imposed on such authorizations.

                                       12

<PAGE>

     (c) Except as set forth in Schedule  3.6(c)(i) of the Disclosure  Schedule,
(A) each holder of a Communications  License has operated in compliance with all
terms thereof; and (B) each holder of a Communications  License is in compliance
with,  and the conduct of its business has been and is in compliance  with,  the
Communications  Act, and any applicable  Communications  Laws; and (C) each such
holder has timely filed all registrations and reports and paid all required fees
and  contributions,   including  any  renewal  applications,   required  by  the
Communications  Act,  any or any  applicable  Communications  Laws,  except with
respect to (A), (B) and (C) above, to the extent that any failure to do so would
not have a Material Adverse Effect.  Without limiting the forgoing,  GVN or GVS,
as the case may be, (1) is capable of  providing  local  number  portability  in
material  compliance with 47 U.S.C. ss. 251(b)(2) and the implementing  rules of
the FCC, (2)  complies in all material  respects  with the  requirements  of the
Communications  Assistance for Law Enforcement Act ("CALEA"), 47 U.S.C. ss. 1001
et seq.  and the  implementing  rules of the FCC;  (3) is capable  of  providing
enhanced 911 service in material compliance with 47 U.S.C. ss. 251(e)(3) and the
implementing rules of the FCC and FCC policies  thereunder.  Except as set forth
in Schedule  3.6(c) of the Disclosure  Schedule,  (w) there is no pending or, to
the knowledge of  Stockholder,  any threatened  action by or before the FCC, the
State PUC, or any  municipal  Governmental  Entity to revoke,  cancel,  suspend,
modify or refuse to renew any material Communications License, (x) except as set
forth  in  Schedule  3.6(c)(ii)  of the  Disclosure  Schedule,  there is not now
issued, outstanding or, to the knowledge of Stockholder,  threatened, any notice
by the FCC, the State PUC,  any  municipal  Governmental  Entity of any material
violation or complaint, or any application, complaint, or proceeding (other than
applications,  proceedings,  or complaints that generally affect the industry of
the Company,  GVN and GVS as a whole)  relating to the business or operations of
the Company, GVN or GVS, and (y) to the knowledge of Stockholder,  no Person has
asserted in writing to a  Governmental  Entity that any material  Communications
License  should be modified  or  revoked,  or that GVN or GVS is not in material
compliance with any Communications License.

     (d) Except as set forth in Schedule 3.6(d) of the Disclosure  Schedule,  to
the  knowledge of  Stockholder  no event has occurred that  reasonably  could be
expected  to  lead  to the  revocation  or  termination  of any of the  material
Communications  Licenses or the imposition of any restriction  thereon,  or that
would prevent any of the material  Communications Licenses from being renewed on
a routine basis or in the ordinary course.

     (e) None of the  execution,  delivery or  performance  of this Agreement by
Stockholder,  nor the  consummation of the transactions  contemplated  hereby or
thereby  will result in any  revocation,  cancellation,  suspension  or material
modification  of any  Communications  Licenses  or give rise to the right of any
governmental   entity  to  take  any  such  action  or  to  fail  to  renew  any
Communications License except as contemplated by this Agreement.


                                       13

<PAGE>

     (f) The regulatory  tariffs applicable to GVN and GVS described in Schedule
3.6(f) of the  Disclosure  Schedule  are all of the  Federal  and state  tariffs
applicable to regulated  telecommunications services offered by GVN and GVS. All
of these tariffs  remain in full force and effect on the date of this  Agreement
in  accordance  with  their  terms,  and  there  is  no  outstanding  notice  of
cancellation  or  termination  or, to knowledge of  Stockholder,  any threatened
cancellation or termination in connection  therewith,  nor is GVN or GVS subject
to any restrictions or conditions  applicable to their  regulatory  tariffs that
limit or would limit the  operation of GVN and GVS (other than  restrictions  or
conditions generally applicable to tariffs of that type). To the extent required
by Law,  each such tariff has been duly and validly  approved by the FCC,  State
PUC, or other Governmental Entity having jurisdiction  thereof.  None of GVN and
GVS is in material default under the terms and conditions of any such tariff and
to the  knowledge  of  Stockholder,  there is no fact that  reasonably  could be
expected  to lead to a claim of  default by GVN or GVS in any  material  respect
under  any such  tariff.  Except  as set  forth  in  Schedule  3.6(f)(i)  of the
Disclosure  Schedule,  as of the date hereof,  to the knowledge of  Stockholder,
there are no  applications  by GVN or GVS or  petitions  by others  (other  than
end-user  complaints),  or proceedings pending or threatened before the FCC, the
State PUC or other Governmental  Entities relating to GVN or GVS that reasonably
could be  expected  to have a  Material  Adverse  Effect  on GVN or GVS.  To the
knowledge of  Stockholder,  there are no material  violations by  subscribers or
others under any such tariff. A true and correct copy of each tariff  applicable
to the telecommunications business has been delivered to the Buyer.

     Section 3.7 Financial Statements.

     (a)  Stockholder  has  delivered  to the Buyer (i) an audited  consolidated
balance  sheet of the  Stockholder  at December 31, 2006,  and any notes related
thereto,  (ii) an audited  income  statement  and  statement  of cash flow as of
December 31, 2006 for the  Stockholder and any notes related  thereto,  (iii) an
unaudited  consolidating  balance sheet and income  statement as of December 31,
2006,  for the  Company,  GVN and GVS,  (iv) an unaudited  consolidated  balance
sheet,  income  statement  and  statement  of cash flow of the  Company  and its
subsidiaries,  GVN and GVS,  for the fiscal  year ended  December  31, 2006 (the
"Balance  Sheet"),  and (v)  unaudited  balance  sheets and the  related  income
statements  and  statements  of cash flow for the  Company,  GVN and GVS for the
four-month   period  ended  April  30,  2007   (collectively,   the   "Financial
Statements").  The audited Financial  Statements present fairly, in all material
respects,  the  financial  position,  results  of  operations  and cash flows of
Stockholder and its  subsidiaries  for the year ended December 31, 2006 and have
been  prepared in accordance  with GAAP.  The  unaudited  Financial  Statements,
insofar as they relate to the Company,  GVN and GVS, are complete and correct in
all material  respects,  have been  prepared on a  consistent  basis and present
fairly the financial condition, operating results and cash flows of the Company,
GVN and GVS as of the dates and during the periods indicated therein, subject to
the disclosures set forth on Schedule 3.7(a) of the Disclosure Schedule.  Except
to the extent  reflected  or  reserved  against or  disclosed  in the  Financial
Statements,  or as listed on Schedule 3.7(a) of the Disclosure Schedule, none of
the Company,  GVN or GVS have any liabilities or obligations of any kind,  known
or unknown,  whether  accrued,  absolute,  contingent or  otherwise,  other than
liabilities  incurred in the ordinary  course of business  consistent  with past
practices  that would be  required  to be  reflected  on a balance  sheet of the
Company, GVN or GVS.

                                       14

<PAGE>

     (b)  Except as set forth on  Schedule  3.7(b) of the  Disclosure  Schedule,
since  April  30,  2007,  no part of any  receivable  or other  amount  shown or
reflected in the Financial  Statements  as being due to the Company,  GVN or GVS
has been written off,  written down,  waived or released for an amount less than
book value by the Company, GVN or GVS.

     (c)  Except as set forth on  Schedule  3.7(c) of the  Disclosure  Schedule,
since December 31, 2006,  the business of the Company,  GVN and GVS has not been
materially affected by the loss or bankruptcy of any customer,  or of any source
of supply or by the  cancellation  or loss of any order or contract  nor, to the
knowledge of Stockholder, are there any circumstances likely to lead thereto.

     (d) Nothing has come to the attention of Stockholder  that reasonably would
lead it to believe that any deficiencies  exist (i) in the internal  controls of
the Company,  GVN or GVS or (ii) in the design or operation of internal controls
that  reasonably  could be expected to  adversely  affect the ability to record,
process, summarize and report financial data of the Company, GVN or GVS.

     (e) Reserved.

     Section 3.8 Absence of Certain Changes.  Since December 31, 2006, except as
set  forth  on  Schedule  3.8  of  the  Disclosure  Schedule,   and  except  for
transactions  contemplated by this Agreement,  each of the Company,  GVN and GVS
has conducted its business only in the ordinary  course and consistent with past
practice, and has not:

     (a) suffered any Material Adverse Effect;

     (b) incurred any liabilities or obligations (absolute,  accrued, contingent
or  otherwise)  except  current  liabilities   incurred  and  liabilities  under
contracts  entered into in the ordinary  course of business and consistent  with
past practice (including obligations or liabilities arising from one transaction
or a series of related or similar transactions, and all periodic installments or
payments under any lease or other agreement providing for periodic  installments
or payments, as a single obligation or liability),  or increased, or experienced
any change in any assumptions underlying or methods of calculating any bad debt,
contingency or other reserves;

     (c)  declared,  set  aside  or  paid  any  non-cash  dividend  or  non-cash
distribution in respect of shares of Company Common Stock or other securities of
the Company or redeemed,  purchased or otherwise  acquired any shares of Company
Common Stock or other securities of the Company;

                                       15
<PAGE>

     (d) issued,  delivered,  or sold, or authorized  the issuance,  delivery or
sale of, any share of Company Common Stock, GVN Common Stock or GVS Common Stock
or any option or rights with respect  thereto,  or  modification or amendment of
any right of any holder of  outstanding  shares of  Company  Common  Stock,  GVN
Common Stock or GVS Common Stock or options with respect thereto;

     (e) paid,  discharged or satisfied any claims,  liabilities  or obligations
(absolute,  accrued,  contingent, known or unknown, or otherwise) other than the
payment,  discharge  or  satisfaction  in the  ordinary  course of business  and
consistent  with past  practice  of  liabilities  or  obligations  reflected  or
reserved  against in the Balance  Sheet or incurred  in the  ordinary  course of
business and consistent with past practice since December 31, 2006;

     (f) (i)  permitted or allowed any of the assets or properties of GVN or GVS
to be subjected to any Encumbrance  except for (A)  warehousemen's,  mechanics',
materialmen's, repairmen's or other like liens arising in the ordinary course of
business consistent with past practice securing sums which are not overdue,  (B)
pledges or deposits to secure  obligations  under worker's  compensation laws or
similar legislation,  (C) deposits to secure public or statutory  obligations of
GVN or GVS or (D)  deposits  to secure  surety,  appeal or customs  bonds in the
ordinary  course  of  business   consistent   with  past  practice,   (E)  other
encumbrances not securing monetary  obligations that are payable in the ordinary
course  of  business  and not  materially  affecting  the use of  assets  in the
ordinary course of business, or (F) liens arising from taxes not due and payable
or  contested  in good  faith,  but, in each case,  only to the extent  shown as
Current  Liabilities on the Closing  Balance Sheet, or (ii) permitted or allowed
any  of  the  assets  or  properties  of  the  Company  to be  subjected  to any
Encumbrance  except for those  under the  existing  First and Second Lien Credit
Agreements,  (the exceptions under clauses (f)(i) and (f)(ii) above being herein
collectively called "Permitted Liens");

     (g) written down the value of any inventory or written off as uncollectible
any notes or accounts receivable with a value greater than $25,000;

     (h) canceled any debts, or waived any claims or rights with a value greater
than $25,000;

     (i) sold,  transferred  or otherwise  disposed of any of its  properties or
assets in excess of  $25,000,  except in the  ordinary  course of  business  and
consistent with past practice;

     (j)  disposed of or permitted to lapse any rights to the use of any patent,
trademark, trade name or copyright;

                                       16

<PAGE>

     (k) granted any general  increase in the  compensation  of employees of the
Company, GVN or GVS (including any such increase pursuant to any bonus, pension,
profit sharing or other plan or commitment) or any increase in the  compensation
payable  or to become  payable to any  employee  of the  Company,  GVN or GVS in
excess of merit increases consistent with past practice, and no such increase is
customary on a periodic basis or required by agreement or understanding;

     (l) made any capital expenditure or commitment for capital expenditures, in
excess of that budgeted for 2007 or otherwise permitted under this Agreement;

     (m) made any change in any method of accounting  or accounting  practice or
failed to  maintain  the books and  records  of the  Company,  GVN or GVS in the
ordinary course of business and consistent with past practice;

     (n) failed to  maintain  any of its  properties  or  equipment  that in the
aggregate  for all such  property and  equipment  had a book value of $50,000 in
good operating condition and repair, subject to ordinary wear and tear;

     (o) failed to  maintain in full force and effect all  existing  policies of
insurance  at least  at such  levels  as were in  effect  prior to such  date or
canceled any such  insurance or, to its  knowledge,  taken or failed to take any
action that would enable the insurers under such policies to avoid liability for
claims arising out of occurrences prior to the Closing; or

     (p) agreed in writing or  otherwise  to take any action with respect to any
of the matters described in this Section 3.8.

     Section 3.9 Litigation.

     (a)  Except as set forth in  Schedule  3.9(a) of the  Disclosure  Schedule,
there is no action, suit, claim, investigation or proceeding,  whether at Law or
in equity (a "Claim"),  pending or, to the knowledge of Stockholder,  threatened
that questions the validity of this Agreement or the Ancillary Agreements or any
action  taken  or to be  taken  by the  Company,  GVN or GVS or  Stockholder  in
connection with the  consummation  of the  transactions  contemplated  hereby or
thereby or which seeks to  prohibit,  enjoin or otherwise  challenge  any of the
transactions contemplated hereby or thereby or which could constitute a Material
Adverse Effect.

                                       17
<PAGE>


     (b) Schedule  3.9(b) of the Disclosure  Schedule sets forth an accurate and
complete list, and a brief  description  (setting forth the names of the parties
involved, the court or other Governmental Entity involved, the relief sought and
the substantive  allegations and the status thereof),  of each Claim pending or,
to the knowledge of  Stockholder,  threatened  against or affecting the Company,
GVN or GVS or Stockholder. None of the pending or threatened Claims set forth on
Schedule  3.9(b) of the Disclosure  Schedule,  individually or in the aggregate,
reasonably could be expected to have a Material Adverse Effect. To the knowledge
of Stockholder no event has occurred and no circumstance, matter or set of facts
exist which would  constitute a valid basis for the assertion by any third party
of any Claim,  other  than those  listed on  Schedule  3.9(b) of the  Disclosure
Schedule.  Except as set forth in Schedule  3.9(b) of the  Disclosure  Schedule,
there  is no  outstanding  or,  to  the  knowledge  of  Stockholder,  threatened
judgment, injunction,  judgment, order or consent or similar decree or agreement
(including,  without limitation, any consent or similar decree or agreement with
any Governmental Entity) against, affecting or naming the Company, GVN or GVS or
Stockholder.

     (c) To the knowledge of Stockholder, except as disclosed in Schedule 3.9(c)
of the  Disclosure  Schedule,  there is no  claim  (whether  based  on  statute,
negligence,  breach of warranty,  strict  liability or any other theory) pending
or, to the knowledge of Stockholder,  threatened relating directly or indirectly
to any product manufactured or sold, or any services performed,  by the Company,
GVN or GVS that  reasonably  could be expected to result in an aggregate cost to
the Company, GVN and GVS of more than $10,000.

     Section 3.10 Employee Benefit Plans; Labor Matters.

     (a) Set forth in Schedule 3.10(a) of the Disclosure  Schedule is a complete
and correct  list of all  "employee  benefit  plans" (as defined in the Employee
Retirement  Income  Security Act of 1974,  as amended  ("ERISA")),  all plans or
policies  providing  for  "fringe  benefits"  (including,   without  limitation,
vacation, paid holidays, personal leave, employee discount, educational benefit,
or similar programs),  and each other bonus, incentive,  compensation,  deferred
compensation,  profit  sharing,  stock,  severance,  retirement,  health,  life,
disability,  group insurance,  employment,  stock option, stock purchase,  stock
appreciation right, supplemental unemployment,  layoff, consulting, or any other
similar plan,  agreement,  policy,  or  understanding  (whether written or oral,
qualified or nonqualified,  currently  effective or terminated),  and any trust,
escrow,  or other  agreement  related thereto that (i) is or within the past six
(6) years has been  established,  maintained,  or contributed to by the Company,
GVN or GVS or any ERISA  Affiliate (as  hereinafter  defined) for the benefit of
any current or former employee,  officer or director of the Company, GVN or GVS,
or (ii) with  respect  to which  the  Company,  GVN or GVS may have a  liability
whether direct or indirect, actual or contingent (including, but not limited to,
liability  arising from being an ERISA Affiliate) (each, an "Employee Plan", and
collectively,  the "Employee  Plans").  For purposes of this  Agreement,  "ERISA
Affiliate"  means,  as appropriate,  the Company,  GVN or GVS and each Person or
other trade or business, whether or not incorporated, that is or within the past
six (6) years has been treated as a single  employer or controlled  group member
with each  pursuant  to Section 414 of the  Internal  Revenue  Code of 1986,  as
amended (the "Code"), or ERISA Section 4001. None of the Company, GVN or GVS has
any  liability  with  respect to any plan,  arrangement  or practice of the type
described in this Section 3.10(a) other than the Employee Plans.

                                       18
<PAGE>


     (b) No ERISA Affiliate has made any written or oral  representations to any
employee  or officer or former  employee or officer of the  Company,  GVN or GVS
promising or guaranteeing  any coverage under any employee  welfare benefit plan
(as  defined in Section  3(1) of ERISA) for any period of time beyond the end of
the  current  plan year  (except to the extent of coverage  required  under Code
Section  4980B).  No  Employee  Plan  provides  benefits,   including,   without
limitation,  death  or  medical  benefits,  beyond  termination  of  service  or
retirement  other than (i) coverage  mandated by Law,  (ii) death or  retirement
benefits under any Employee Plan that is intended to be qualified  under Section
401(a) of the Code or (iii)  deferred  compensation  benefits  reflected  on the
books of the  Company,  GVN or GVS.  Except as  provided  in  Section  5.6,  the
consummation  of the  transactions  contemplated by this Agreement shall not (i)
accelerate  the  time  of  payment  or  vesting,   or  increase  the  amount  of
compensation  (including  amounts due under Employee Plans) due to any employee,
officer,  former employee, or former officer of the Company, GVN or GVS, or (ii)
constitute a stated triggering event under any Employee Plan that will result in
any payment  (whether  of  severance  pay or  otherwise)  becoming  due from the
Company to any officer,  employee,  or former  employee (or  dependents  of such
employee).

     (c) All  employees of the Company,  GVN or GVS are  terminable  at will and
other than as set forth in Schedule 3.10(c) of the Disclosure Schedule there are
no binding  commitments,  written or oral,  to any  present or former  director,
officer,  agent, or employee concerning his or her term, condition,  or benefits
of employment by the Company, GVN or GVS.

     (d) With respect to each Employee  Plan,  Stockholder  has furnished to the
Buyer true, correct,  and complete copies (to the extent applicable or existing)
of (i) the plan  documents  and summary plan  description;  (ii) the most recent
determination  letter  received from the Internal  Revenue  Service (the "IRS");
(iii) the annual reports required to be filed for the two most recent plan years
of each  such  Employee  Plan;  (iv) all  related  trust  agreements,  insurance
contracts,  or other funding  agreements  that implement such Employee Plan; and
(v) all other documents,  records,  or other materials related thereto requested
by the Buyer.

     (e) Set forth on Schedule 3.10(e) of the Disclosure  Schedule is a complete
list of all Employee Plans that are employee  pension  benefit plans (as defined
in Section 3(2) of ERISA) maintained by the Company,  GVN or GVS or with respect
to which the Company,  GVN or GVS  contributes  or has any liability  ("Employer
Contribution  Plans").  Each Employer  Contribution Plan meets the qualification
requirements of the Code in form and operation,  and each Employer  Contribution
Plan,  and each trust (if any) forming a part thereof,  has received a favorable
determination  letter or  opinion  letter  from the IRS as to the  qualification
under the Code of such Employer  Contribution  Plan and the tax-exempt status of
such related trust,  and, to the knowledge of Stockholder,  nothing has occurred
since the date of such  determination  letter or  opinion  letter  that could be
expected to adversely  affect the  qualification  of such Employer  Contribution
Plan or the tax-exempt status of such related trust.

                                       19
<PAGE>


     (f) Neither the Company, GVN or GVS, nor any ERISA Affiliate,  nor any plan
fiduciary of any Employee Plan,  has engaged in any  transaction in violation of
Section 406(a) or (b) of ERISA or any  "prohibited  transaction"  (as defined in
Section  4975(c)(1) of the Code) that could subject the Company,  GVN or GVS, or
the Buyer to any Taxes,  penalties,  or other  liabilities  resulting  from such
prohibited transaction.  No condition exists that could subject the Company, GVN
or GVS, or the Buyer to any excise  tax,  penalty  tax,  or fine  related to any
Employee  Plan.  There  is  no  pending  or  threatened  assessment,  complaint,
proceeding,  or investigation of any kind in any court or government agency with
respect to any Employee Plan (other than a routine claim for  benefits),  nor is
there a basis for one.

     (g) There are no  agreements  that  shall or may  provide  payments  to any
officer, employee,  stockholder,  or highly compensated individual that shall be
"parachute  payments"  under Code  Section  280G that are  nondeductible  to the
Company,  GVN or GVS,  or subject to Tax under Code  Section  4999 for which the
Company,  GVN or GVS would have  withholding  liability.  The  disallowance of a
deduction under Code Section 162(m) for employee  remuneration will not apply to
any  amount  paid or  payable  by the  Company,  GVN or GVS under any  contract,
Employee Plan,  program,  arrangement or understanding  currently in effect with
respect to any officer or employee of the Company, GVN or GVS.

     (h) Except as set forth on  Schedule  3.10(h) of the  Disclosure  Schedule,
there is no  Employee  Plan that is or was subject to Part 3 of Title I of ERISA
or Title IV of ERISA during the past six (6) years;  each Employee Plan has been
operated in all material  respects in compliance  with its terms and any related
documents or agreements  and in compliance  with ERISA,  the Code, and all other
applicable Laws for the past six (6) years; none of the Employee Plans is or was
a "multiple employer plan",  "multi-employer plan" or "multiple employer welfare
arrangement"  (as  described  or  defined  in  ERISA or the  Code),  nor has the
Company,  GVN, GVS or any ERISA  Affiliate ever  contributed or been required to
contribute to any such plan during the past six (6) years; there are no material
unfunded  liabilities  existing under any Employee Plans; and each Employee Plan
that has not been terminated  could be terminated as of the Closing Date without
any  material  liability  to the Buyer,  the  Company,  GVN or GVS. All required
contributions to the Employee Plans have been made timely.

                                       20
<PAGE>


     (i) None of the Company,  GVN or GVS is now,  since July 30, 2002 has been,
or to the  knowledge of  Stockholder,  has ever been, a party to any  collective
bargaining or other labor union contract, and none of the Company, GVN or GVS is
in negotiations  concerning a collective bargaining agreement.  To the knowledge
of  Stockholder,  for the past six (6) years there has been no union  organizing
activity occurring at the Company,  GVN or GVS. Each of the Company, GVN and GVS
has been in material compliance with all applicable Laws respecting  employment,
employment  practices,  and wages and hours for the past six (6) years. There is
no pending  or, to the  knowledge  of  Stockholder,  threatened  labor  dispute,
strike, or work stoppage against the Company, GVN or GVS that may interfere with
the business activities of the Company,  GVN or GVS. Neither the Company, GVN or
GVS nor any of its  representatives  or employees has committed any unfair labor
practices in connection  with the operation of the business of the Company,  GVN
or GVS, and there is no pending or, to the knowledge of Stockholder,  threatened
charge or  complaint  against  the  Company,  GVN or GVS by the  National  Labor
Relations Board or any comparable Governmental Entity.

     (j) Schedule 3.10(j) of the Disclosure Schedule sets forth, and Stockholder
has provided to the Buyer true and correct copies of, each of the following with
respect to the Company, GVN and GVS as of the Execution Date: (i) all employment
agreements with officers or employees; (ii) any severance agreements,  programs,
policies,  plans, or arrangements,  whether or not written; (iii) all agreements
with consultants obligating the Company, GVN or GVS to make annual cash payments
in an amount exceeding $10,000; and (iv) all non-competition agreements,  except
for such of items (i) through (iv), inclusive,  as to which none of the Company,
GVN or GVS shall have any liability or obligation on or after the Closing Date.

     (k) None of the  Company,  GVN or GVS has amended or taken any other action
with  respect  to any of  its  Employee  Plans  or any of the  plans,  programs,
agreements, policies, or other arrangements described in this Section 3.10 since
December  31, 2006.  None of the Company,  GVN or GVS has agreed or committed to
institute  any plan,  program,  arrangement  or  agreement  for the  benefit  of
employees or former employees of the Company, GVN or GVS other than the Employee
Plans, or to make any amendments to any of the Employee Plans.

     (l)  All  contributions  required  to be  paid  with  respect  to  workers'
compensation  arrangements of the Company,  GVN or GVS have been made or accrued
as a liability on the Financial Statements.  Schedule 3.10 (l) of the Disclosure
Schedule   contains  a  complete  and  correct   description   of  all  workers'
compensation  claims for which the Company,  GVN or GVS is, or may be, liable as
of the  Execution  Date.  The  maximum  increase  to the  workers'  compensation
insurance premium costs to which the Company,  GVN or GVS is exposed as a result
of those claims is the additional  assessment (168% of the standard premium plus
California  Occupational  Safety and Health  Act  assessments)  for 2007 and the
subsequent 2 years,  provided that the claims  history after the Execution  Date
may result in such assessment being lower or higher.

                                       21

<PAGE>

     (m) Except as set forth on Schedule 3.10(m) of the Disclosure Schedule,  no
Employee Plan is or at any time was funded  through a "welfare  benefit fund" as
defined in Section  419(e) of the Code,  and no benefits under any Employee Plan
are or at any time have been provided through a voluntary employees' beneficiary
association  (within  the  meaning  of  subsection  501(c)(9)  of the Code) or a
supplemental unemployment benefit plan (within the meaning of Section 501(c)(17)
of the Code).

     (n) Except as set forth on Schedule 3.10(n) of the Disclosure Schedule, all
prior  contributions,  transfers  and payments in respect of any Employee  Plan,
other than  transfers  incident  to an  incentive  stock  option plan within the
meaning of Code Section 422, have been or are fully deductible under the Code.

     (o) All (i)  insurance  premiums  required to be paid with respect to, (ii)
benefits,  expenses,  and  other  amounts  due  and  payable  under,  and  (iii)
contributions,  transfers, or payments required to be made to, any Employee Plan
prior to the Closing Date will have been paid,  made or accrued on or before the
Closing Date.

     (p) With respect to any  insurance  policy  providing  funding for benefits
under any Employee Plan, (i) there is no liability of the Company, GVN or GVS in
the nature of a retroactive rate adjustment,  loss sharing arrangement, or other
actual or contingent  liability,  nor would there be any such  liability if such
insurance  policy  was  terminated  on the date  hereof,  and (ii) no  insurance
company issuing any such policy is in receivership, conservatorship, liquidation
or similar proceeding and, to the knowledge of Stockholder,  no such proceedings
with respect to any insurer are imminent.

     (q) No  Employee  Plan  provides  benefits to any  individual  who is not a
current or former employee of the Company, GVN or GVS or the dependents or other
beneficiaries of any such current or former employee.

     (r) The term "Foreign Plan" shall mean any Employee Plan that is maintained
outside of the United States. Each Foreign Plan complies with all applicable Law
(including,  without limitation,  applicable Law regarding the form, funding and
operation  of  the  Foreign  Plan)  in  all  material  respects.  The  Financial
Statements  accurately  reflect the Foreign  Plan  liabilities  and accruals for
contributions  required  to be paid to the Foreign  Plans,  in  accordance  with
applicable generally accepted accounting  principles  consistently  applied. All
contributions  required to have been made to all Foreign Plans as of the Closing
Date will have been made as of the Closing Date. There are no actions,  suits or
claims  pending  or, to the best of  Stockholder's  knowledge,  threatened  with
respect to the Foreign  Plans (other than routine  claims for  benefits).  There
have not occurred,  nor are there  continuing  any  transactions  or breaches of
fiduciary duty under  applicable Law which could have a material  adverse effect
on (1) any Foreign Plan or (2) the  condition of the Company,  GVN or GVS or any
ERISA Affiliate.

                                       22
<PAGE>

     Section 3.11 Taxes.

     (a) All material returns and reports (the "Tax Returns") of or with respect
to any Tax that are required to be filed by or with respect to the Company,  GVN
or GVS or their  respective  business  or  activities  have been duly and timely
filed.  All such filed Tax  Returns  and all  related  required  statements  and
disclosures are true, complete and accurate in all material respects,  including
statements required to be filed by Income Tax Regulation Section 1.382-11T.  All
Taxes that have been or are due have been timely paid in full, except Taxes that
are being  contested in good faith by appropriate  proceedings and for which the
Company,  GVN or GVS,  as the case may be,  shall  have set  aside on its  books
adequate cash reserves.  None of the Company,  GVN or GVS is subject to taxation
by any jurisdiction where it does not file Tax Returns, except where the failure
to do so would not have a Material  Adverse  Effect on the Company,  GVN or GVS.
All withholding Tax requirements  imposed on or with respect to the Company, GVN
or GVS  have  been  satisfied  in full in all  material  respects.  No  penalty,
interest, or other charge is due with respect to the late filing of any such Tax
Return or late payment of any such Tax.

     (b) Except as set forth on Schedule 3.11(b) of the Disclosure Schedule,  as
of the Execution Date,  there is not in force any extension of time with respect
to the due date for the  filing  of any Tax  Return  of or with  respect  to the
Company,  GVN or GVS nor any waiver or agreement  for any  extension of time for
the  assessment,  collection,  or payment  of any Tax of or with  respect to the
Company, GVN or GVS.

     (c) Except as set forth on Schedule 3.11(c) of the Disclosure Schedule,  as
of the  Execution  Date,  there are no  pending  audits,  actions,  proceedings,
investigations,  disputes, or claims with respect to or against the Company, GVN
or GVS  for or  with  respect  to  any  Taxes;  no  assessment,  deficiency,  or
adjustment  has been  assessed or proposed  with respect to any Tax Return of or
with respect to the Company,  GVN or GVS; and, to the knowledge of  Stockholder,
there is no  reasonable  basis on which  any  claim  for  material  Taxes can be
asserted  against the Company,  GVN or GVS,  other than those  disclosed (and to
which are attached true and complete copies of all audit or similar  reports) on
Schedule  3.11(c) of the  Disclosure  Schedule or other than those Taxes not yet
due or payable.  Stockholder has delivered to the Buyer (or its counsel) correct
and complete copies of all Tax Returns,  examination  reports, and statements of
any deficiencies assessed against or agreed to by the Company, GVN or GVS during
the past five years.

                                       23

<PAGE>

     (d) None of the Company,  GVN, GVS or Stockholder is a party to any written
Tax allocation or sharing  agreements or any unwritten Tax allocation or sharing
arrangements.  None of the  Company,  GVN or GVS is liable  for the Taxes of any
Person (other than each other) under federal, state, foreign, or local Law or as
a transferee or a successor,  by contract or by Section 1.1502-6 of the Treasury
Regulations or any similar state or local Law.

     (e) Except for inchoate  statutory  liens for current Taxes not yet due and
payable, no liens for Taxes exist upon the assets of the Company, GVN or GVS.

     (f) None of the Company, GVN or GVS shall be required to include any amount
in income for any taxable period  beginning  after December 31, 2006 as a result
of a change in  accounting  method for any  taxable  period  ending on or before
December  31, 2006 or  pursuant to any  agreement  with any Tax  authority  with
respect to any such taxable period.

     (g) Except as set forth on Schedule 3.11(g) of the Disclosure Schedule,  no
property  of the  Company,  GVN  or GVS is  held  in an  arrangement  for  which
partnership  Tax Returns are being filed,  and none of the  Company,  GVN or GVS
owns any interest in any controlled  foreign  corporation (as defined in Section
957 of the Code), passive foreign investment company (as defined in Section 1296
of the Code),  foreign trust, or other Person the income of which is required to
be included in the income of the Company, GVN or GVS.

     (h) No property of the Company,  GVN or GVS is  "tax-exempt  use  property"
(within the meaning of Section 168(h) of the Code) or "tax-exempt  bond financed
property" (within the meaning of Section 168(g)(5) of the Code).

     (i)  Stockholder  is not a Foreign  Person under Section  1445(f)(3) of the
Code.

     (j) None of the  Company,  GVN or GVS has made an  election  under  Section
341(f) of the Code.

     (k) Stockholder  has owned 100% of the issued and outstanding  stock of the
Company since July 30, 2002 (the "Initial  Acquisition  Date").  The Company has
also owned 100% of the  issued  and  outstanding  shares of (i) GVN at all times
since the Initial  Acquisition  Date and (ii) GVS since its formation.  Schedule
3.11(k)  of  the  Disclosure  Schedule  includes  a  schedule  of the  U.S.  and
California net operating losses generated by the Company, GVN and GVS (combined)
from August 1, 2001 through December 31, 2005. Although the Company, GVN and GVS
underwent  an ownership  change under  Section 382 of the Code on March 3, 2003,
the cumulative  combined carry forward of unused "section 382 limitation"  under
Section  382(b)(2)  of the Code for the  post-change  year ending on the Closing
Date exceeds the pre-change net operating losses set forth on Schedule  3.11(k).
The Company,  GVN and GVS did not have a Net Unrealized Built-In Loss as defined
in  Internal  Revenue  Code  Section  382(h)  at the time of the  March 3,  2003
ownership change. None of the tax net operating losses generated by the Company,
GVN or GVS for any tax  period  ending  after  August  1, 2001 is  permitted  or
required  to be  carried  back to any tax period  ending on or before  August 1,
2001.  Other than the  ownership  change  which  occurred  on March 3, 2003,  no
Internal  Revenue Code Section 382 ownership change has occurred for the Company
or GVN since the Initial Acquisition Date and for GVS since its formation.

                                       24
<PAGE>


     Section 3.12 Certain Business  Practices.  To the knowledge of Stockholder,
neither the Company, GVN or GVS nor any director, officer,  stockholder,  agent,
or employee of the Company,  GVN or GVS has: (a) used any funds on behalf of the
Company, GVN or GVS for unlawful contributions,  gifts, entertainment,  or other
unlawful expenses relating to political activity;  (b) made any unlawful payment
to  foreign or  domestic  government  officials  or  employees  or to foreign or
domestic political parties or campaigns or violated any provision of the Foreign
Corrupt  Practices  Act of 1977,  as  amended;  or (c) made any  other  unlawful
payment.

     Section 3.13 Brokers;  Other Transactions.  Except as set forth on Schedule
3.13 of the Disclosure  Schedule,  no broker,  finder,  or investment  banker is
entitled to any  brokerage,  finders,  or other fee or  commission in connection
with the  transactions  contemplated by this Agreement  based upon  arrangements
made by or on behalf of the Company,  GVN or GVS or Stockholder.  Stockholder is
not a party or subject to any actual or prospective agreement,  arrangement,  or
understanding,  written or oral,  express or implied,  involving any transaction
that  is  inconsistent  with  Stockholder's   execution  and  delivery  of  this
Agreement.

     Section 3.14 Insurance.  Schedule 3.14 of the Disclosure Schedule lists all
insurance policies in effect on the Execution Date under which the Company,  GVN
or GVS is a  beneficiary  or an  insured.  As of the  date  of  this  Agreement,
Stockholder  is not  aware of any  notice  that any of the  policies  listed  on
Schedule 3.14 of the Disclosure Schedule have been or shall be canceled prior to
its scheduled  termination  date, or would not be renewed  substantially  on the
same terms now in effect if the insured party requested  renewal or has received
notice from any of its insurance  carriers that any insurance  premiums shall be
subject to increase in an amount  materially  disproportionate  to the amount of
the  increases  with respect  thereto (or with respect to similar  insurance) in
prior years. None of the Company, GVN or GVS is in default under any such policy
and all premiums due and payable with respect to such coverage have been paid or
accrued.

                                       25
<PAGE>

     Section  3.15  Properties,  Contracts;  Leases and Other  Agreements;  Bank
Accounts.

     (a)  Each  of the  Company,  GVN  and GVS has  good  title  to,  or a valid
leasehold, license or similar interest in, all of the properties and assets used
in or  necessary  to the  operation  of its  business  as  currently  conducted,
including,  without  limitation,  each  item of  equipment  and  other  personal
property, tangible, intangible or otherwise, included as an asset in the Balance
Sheet (other than inventory and equipment  disposed of in the ordinary course of
business  since  December  31,  2006)  and to  each  item of  personal  property
necessary to the operation of its business as currently conducted acquired since
December  31,  2006,  free and clear of any  Encumbrances  except (x)  Permitted
Liens,  and (y) as set forth in  Schedule  3.15(a) of the  Disclosure  Schedule.
Schedule  3.15(a) of the  Disclosure  Schedule  contains  a detailed  list as of
December 31, 2006 of all  machinery,  equipment,  vehicles,  furniture and other
personal  property owned or used by the Company,  GVN or GVS in the operation of
their respective businesses, having an original cost of $25,000 or more.

     (b) Schedule 3.15(b) of the Disclosure Schedule describes all real property
owned by the Company, GVN or GVS. All such real property is owned free and clear
of any Encumbrances except (x) Permitted Liens, and (y) as set forth in Schedule
3.15(a) of the Disclosure  Schedule.  All leasehold  interests for real property
and  any  material  personal  property  used by the  Company,  GVN or GVS in its
business  are held  pursuant  to lease  agreements  which  to the  knowledge  of
Stockholder  are valid and  enforceable  in  accordance  with their terms in all
material  respects,  the agreements for which are listed on Schedule  3.15(b) of
the Disclosure Schedule.  To the knowledge of Stockholder,  all properties owned
or leased by the Company,  GVN or GVS comply in all material  respects  with all
applicable  private  agreements  (to which the Company,  GVN or GVS is a party),
zoning   requirements   and  other  Laws  relating  thereto  and  there  are  no
condemnation proceedings pending or, to the knowledge of Stockholder, threatened
with respect to such properties. None of the Company, GVN or GVS has assigned or
subleased its interests  under such leases or the assets covered  thereby.  Each
such lease has been duly and validly executed by the Company, GVN or GVS, as the
case may be, is in full force and effect and  constitutes  the valid and binding
agreement of the Company, GVN or GVS, as the case may be.

     (c) Except as set forth on Schedule 3.15(c) of the Disclosure Schedule, and
excluding trade accounts payable incurred in the ordinary course of business and
payable to Persons other than  Affiliates  of the Company,  none of the Company,
GVN or GVS has any liabilities for borrowed funds, extensions of credit or other
advances that are subject to repayment whether pursuant to a written  agreement,
oral understanding or course of conduct,  and whether reflected on the Financial
Statements  as  indebtedness,  accounts  payable  or  otherwise,  and  any  such
liability  set forth on  Schedule  3.15(c)  of the  Disclosure  Schedule  may be
prepaid at any time without premium or penalty.

     (d) Except as set forth in  Schedule  3.15(d) of the  Disclosure  Schedule,
none  of the  Company,  GVN  or GVS is  currently  a  party  to any  agreements,
contracts or  commitments  relating to the  acquisition of the assets or capital
stock of any other business enterprise.

                                       26
<PAGE>

     (e) Except as set forth in Schedule 3.15(e) of the Disclosure Schedule,  as
of the  Execution  Date,  none  of the  Company,  GVN or GVS is a  party  to any
agreement, loan, contract, lease, guarantee, letter of credit, line of credit or
commitment  not  referred to elsewhere  in this  Agreement or in the  Disclosure
Schedule which:

     (i) involves potential payments by the Company,  GVN or GVS or incurring by
the  Company,  GVN or GVS of costs or  obligation,  of more than  $50,000 in the
aggregate;

     (ii) involves payments based on profits of the Company, GVN or GVS;

     (iii) relates to the future  purchase of goods or services in excess of the
requirements of the business of the Company, GVN or GVS at current levels or for
normal operating purposes;

     (iv) include powers of attorney or grants of agency by the Company,  GVN or
GVS;

     (v)  cannot be  canceled  by the  Company,  GVN or GVS  without  penalty or
premium on no more than 30 days notice;

     (vi) contains any agreement  limiting the Company,  GVN, GVS or any present
or future Affiliate from competing in the State of California;

     (vii) were not made in the ordinary course of business; or

     (viii)  otherwise  materially  affects the business of the Company,  GVN or
GVS.

     (f) Except as set forth in Schedule 3.15(f) of the Disclosure Schedule,  no
current contracts  involving more than $25,000 that are material to the business
of the Company,  GVN or GVS are  terminable  or are subject to  modification  by
reason of the consummation of the transactions contemplated by this Agreement or
the Ancillary Agreements and none of the Company, GVN or GVS has received notice
of any potential termination or modification of such contracts.

     (g) Except as set forth in Schedule 3.15(g) of the Disclosure Schedule,  to
the knowledge of  Stockholder,  no significant  currently  existing  customer or
supplier or other business partner of the Company,  GVN or GVS has expressed any
present  intention on the part of any to either (A)  terminate or  significantly
adversely change its current existing  business  relationship  with the Company,
GVN or GVS  either  now or in the  foreseeable  future,  or (B) fail to renew or
extend its current existing business  relationship with the Company,  GVN or GVS
at the end of the term of any existing  contractual  arrangement such entity may
have with the Company, GVN or GVS on substantially similar terms.

                                       27
<PAGE>

     (h) Set forth on Schedule 3.15(h) of the Disclosure Schedule is an accurate
and complete list showing the name and address of each bank,  securities broker,
mutual  fund,   investment  company,   investment  adviser  or  other  financial
institution or similar Person with which the Company, GVN or GVS has an account,
including  the account or box number and the names of all Persons  authorized to
draw thereon or have access thereto as of the Execution Date.

     (i) Except as set forth on Schedule 3.15(i) of the Disclosure  Schedule all
material  contracts and  agreements to which the Company,  GVN or GVS is a party
("Contracts")  (i) are valid and enforceable in accordance with their respective
terms; (ii) no Default (as hereinafter defined) exists under any Contract either
by the Company,  GVN or GVS or, to the  knowledge of  Stockholder,  by any other
party thereto;  and (iii) Stockholder is not aware of the assertion by any third
party of any claim of Default or breach under any of the Contracts. For purposes
of this Agreement,  the term "Default" means, with respect to any Contract,  (x)
any material breach of or default under such Contract,  or (y) any event,  other
than the normal  passage of time,  which would (either with or without notice or
lapse of time or both) give rise to any right of  termination,  cancellation  or
acceleration of any obligation to repay with respect to such Contract.

     (j) Set forth on Schedule 3.15(j) of the Disclosure Schedule is an accurate
and complete  list  showing all  Contracts  whereby the  Company,  GVN or GVS is
providing  products or services of any kind to a third party where the remaining
value of such Contract equals or exceeds $25,000.

     Section  3.16  Intellectual  Property.  Schedule  3.16  of  the  Disclosure
Schedule  sets forth a complete  and correct  list of each  patent  application,
trademark  (whether  or not  registered),  trademark  application,  trade  name,
service mark,  material  copyright and other proprietary  intellectual  property
(including, without limitation, proprietary computer software, whether in object
or source  form) owned or used by the  Company,  GVN or GVS  (collectively,  the
"Company  Intellectual  Property").  The Company Intellectual  Property, if any,
owned by the Company, GVN or GVS and carried as an asset on the Balance Sheet is
valid and enforceable,  and the Company, GVN or GVS, as the case may be, has the
exclusive right to use such Company Intellectual  Property.  With respect to the
Company Intellectual  Property,  if any, used by the Company, GVN or GVS and not
carried as an asset on the Balance Sheet,  the Company,  GVN or GVS, as the case
may be,  has the valid  right to use such  Company  Intellectual  Property.  The
current use by the Company, GVN and GVS of the Company Intellectual Property, if
any, does not infringe the rights of any other  Person,  and to the knowledge of
Stockholder no other Person is infringing the rights of the Company, GVN or GVS,
as the case may be, in the Company Intellectual Property.

                                       28

<PAGE>

     Section  3.17  Environmental  Matters.  Except  for  matters  disclosed  in
Schedule 3.17 of the Disclosure Schedule:  (a) the properties,  operations,  and
activities  of the  Company,  GVN and GVS comply and for the past five (5) years
have complied, in all material respects with, all applicable  Environmental Laws
(as  hereinafter  defined);  (b) none of the  Company,  GVN or GVS has  received
written (or to the knowledge of Stockholder,  oral) notice that the Company, GVN
or GVS (and their respective  properties,  operations and activities) is subject
to any existing,  pending,  or threatened  action,  suit, claim,  investigation,
inquiry,  notice or  proceeding  (judicial or  administrative)  by or before any
Governmental  Entity or private party under any Environmental Law or common law;
(c) to the  knowledge  of  Stockholder,  there are no physical or  environmental
conditions existing on any property used by the Company, GVN or GVS or resulting
from the operations or activities of any of them or their  Affiliates,  vendors,
contractors,  successors or assigns on behalf of the Company, GVN or GVS (or any
of their then  subsidiaries),  that reasonably could be expected to give rise to
any on-site or off-site investigation, remedial or other response obligations or
other liabilities of the Company,  GVN or GVS under any Environmental  Laws; (d)
to the  knowledge  of  Stockholder,  there  has  been no  release  of  hazardous
substances  or any  pollutant  or  contaminant  (as  defined  herein),  into the
environment (air, water,  land or groundwater),  by the Company,  GVN or GVS (or
any of their then  subsidiaries)  or in connection with any of their  respective
properties,  operations or activities that reasonably  could be expected to give
rise to any  on-site  or  off-site  investigation,  remedial  or other  response
obligations or other  liabilities  imposed on the Company,  GVN or GVS under any
Environmental  Laws or  common  law;  (e)  none of the  Company,  GVN or GVS has
received  written  (or to the  knowledge  of  Stockholder,  oral)  notice  under
Environmental  Law which  would  require the  Company,  GVN or GVS to remove any
telephone poles or to investigate, remediate, or dispose of or otherwise respond
to any  creosote  located  on or near  those  poles  and,  to the  knowledge  of
Stockholder,  any poles removed by the Company, GVN or GVS (or any of their then
subsidiaries)  in  the  past  have  been  handled,  managed  or  disposed  of in
accordance with Environmental Laws;(f) to the knowledge of Stockholder, there is
no friable asbestos or asbestos  containing material present in or on any of the
properties  owned or operated by the Company,  GVN or GVS; (g) the Company,  GVN
and GVS  have  obtained  and  operate  (and for the past  five  (5)  years  have
operated) in compliance with any registrations,  permits,  licenses,  approvals,
consents  and  authorizations  required  under  any  Environmental  Laws and (h)
Stockholder   has  made  available  to  the  Buyer  all  internal  and  external
environmental audits,  investigations,  reviews, assessments and studies and all
correspondence  on environmental  matters in the possession of Stockholder,  the
Company,  GVN or GVS  relating  to any of  the  current  or  former  properties,
operations  or  activities  by the  Company,  GVN or GVS (or any of  their  then
subsidiaries),   that  relate  to  their  compliance  with  or  liability  under
Environmental Laws; and (i) the Company, GVN and GVS operate in such a manner as
to  handle,  store,  transport,  manage  and  dispose  of any and all  hazardous
substances  or hazardous  wastes in  compliance  with  Environmental  Laws.  The
Company, GVN and GVS have not made any changes in their operations, practices or
procedures  that  reasonably  could  be  likely  to have an  adverse  impact  on
environmental  matters and compliance with Environmental Laws, since the date of
the Phase I  Environmental  Site  Assessment  with respect to each  location for
which a Phase I Report was provided.

                                       29
<PAGE>

     For the purpose of this Agreement, the following terms shall be defined:

"Environmental Law(s)" shall mean any federal, state, regional,  local or common
law legal  requirement,  including  but not  limited to  statutes,  regulations,
ordinances,  orders, permits,  decisions and interpretive documents, as amended,
of any governmental  entity or judicial  authority,  pertaining to health or the
environment (air, water,  land and groundwater),  including,  but not limited to
the  Comprehensive  Environmental  Response,  Compensation,  and  Liability  Act
("CERCLA"),  the Resource Conservation and Recovery Act ("RCRA"),  the Clean Air
Act, the Clean Water Act, the National Oil and Hazardous Substances  Contingency
Plan ("NCP");  Toxic Substances Control Act ("TSCA");  and their State, Regional
and Local counterparts.

"Hazardous  Substance,"  "pollutant" or "contaminant"  shall have the meaning as
those terms are defined in any Environmental Law, including CERCLA and RCRA, and
shall also include asbestos,  formaldehyde,  creosote, petroleum products, toxic
substances, and mold.

"Release"  shall have the  meaning as that term is defined in any  Environmental
Law.

     Section 3.18 Licenses; Permits; Compliance. Etc.

     (a)  Schedule  3.18(a)  of the  Disclosure  Schedule  contains  a list  and
description,  as of the  Execution  Date, of all  currently  effective  material
permits,  licenses,  and  authorizations of and registrations and qualifications
with,  Governmental  Entities held by the Company,  GVN or GVS (the  "Licenses")
(other than the Communication  Licenses referred to in Section 3.6 above).  Each
of the Company, GVN or GVS, as the case may be, is in possession of all material
franchises, grants, authorizations, licenses, permits, easements, rights-of-way,
variances,  exemptions,  consents,  certificates,  approvals,  and  orders  from
non-Governmental  Entities  necessary to own, lease,  and operate its properties
and to carry on its business as it is now being conducted and currently proposed
to be conducted by the Company, GVN or GVS (the "Permits").

                                       30
<PAGE>

     (b) Except as set forth on  Schedule  3.18(b) of the  Disclosure  Schedule,
none of the Licenses is  terminable  as the result of, has  increased  rights or
obligations as a result of, or becomes  vested or  accelerated  by, or otherwise
requires the consent or other approval of any other Person with respect to or as
a result  of,  the  transactions  contemplated  by this  Agreement.  Each of the
Company,  GVN and GVS is in compliance in all material respects under all of the
Licenses  and  Permits by which any of its  respective  properties  or assets is
bound  and (i) to the  knowledge  of  Stockholder,  no event has  occurred  that
constitutes  a violation or breach of or a default  (with the passage of time or
the  giving  of  notice  or both) in  respect  of any  thereof,  and (ii) to the
knowledge of Stockholder, each of the other parties thereto or bound thereby has
performed all the obligations required,  to the knowledge of Stockholder,  to be
performed by it to date and is not in default  thereunder.  To the  knowledge of
Stockholder, each of the Licenses and Permits is in full force and constitutes a
legal,  valid, and binding  obligation of the Company,  GVN or GVS and the other
parties  thereto,  enforceable in accordance  with its terms.  True and complete
copies  of all  items  required  to be  disclosed  on  Schedule  3.18(a)  of the
Disclosure Schedule have been delivered to the Buyer.

     Section 3.19  Contracts to Acquire an Interest in the Company,  GVN or GVS.
Other than this Agreement, there are no contracts,  agreements,  understandings,
or other rights,  whether written or oral,  granted by the Company,  GVN, GVS or
Stockholder  to any Person  pursuant  to which such  Person may be  entitled  to
receive  an equity  interest  in the  Company,  GVN or GVS or any  payment  with
respect thereto.

     Section 3.20 Employees.

     (a) Schedule  3.20(a) of the  Disclosure  Schedule  sets forth an accurate,
correct,  and  complete  list of  employees  (including  employees  on leaves of
absence, if any) of the Company, GVN and GVS as of the Execution Date, including
name,  title or position,  the present  annual  compensation  or wage rate,  any
interests in any bonus or incentive  compensation plan, and any other perquisite
or form of  non-cash  compensation  for  which the  Company,  GVN or GVS will be
liable for on and after the Closing Date. To the  knowledge of  Stockholder,  no
employee is subject to a non-competition or any other form of agreement, whether
written or oral, that would prevent such employee from continuing as an employee
of the Company,  GVN, GVS or the Buyer, as the case may be, upon consummation of
the transactions contemplated by this Agreement.

     (b) Schedule 3.20(b) of the Disclosure  Schedule sets forth an accurate and
complete  list  as of  the  Execution  Date  of  all  loans,  debts,  and  other
obligations  (collectively,  "Employee  Loans")  owed  by  any  employee  of the
Company, GVN or GVS that shall remain outstanding after the Closing.

                                       31
<PAGE>

     Section 3.21 Debt Owed to Stockholder. Except as set forth on Schedule 3.21
of the  Disclosure  Schedule,  there  are no  outstanding  loans or  other  debt
obligations due to Stockholder or its Affiliates (other than the Company, GVN or
GVS) from the Company, GVN or GVS, and all debt obligations owed by the Company,
GVN or GVS to Stockholder or its Affiliates (other than the Company, GVN or GVS)
prior  to  Closing  shall  have  been  forgiven  (or  converted  into a  capital
contribution) by Stockholder or its Affiliates  (other than the Company,  GVN or
GVS) prior to the Closing Date.

     Section 3.22 Accounts  Receivable.  Except as set forth in Schedule 3.22 of
the Disclosure Schedule,  (i) all accounts receivable of the Company, GVN or GVS
that are  reflected  on the Balance  Sheet or on the  accounting  records of the
Company,  GVN or  GVS as of the  Execution  Date  (collectively,  the  "Accounts
Receivable")  represent  valid  obligations  arising from sales actually made or
services  actually  performed in the ordinary course of business of the Company,
GVN or GVS and (ii) to the knowledge of Stockholder, there is no contest, claim,
or right of  set-off  that are not  reserved  for  under any  Contract  with any
obligor of an  Accounts  Receivable  relating  to the amount or validity of such
Accounts  Receivable,  as so reserved.  Schedule 3.22 of the Disclosure Schedule
contains a complete and accurate  list of all  Accounts  Receivable,  which list
sets forth the aging of such Accounts Receivable.

     Section 3.23 Inventory.  All inventory of the Company,  GVN or GVS consists
of a quality and quantity  usable and salable in the ordinary course of business
consistent  with past practices of the Company,  GVN or GVS, except for obsolete
items and items of below standard quality, all of which have been written off or
written down to net  realizable  value in the Balance Sheet or on the accounting
records of the Company, GVN or GVS as of the Execution Date, as the case may be.
Schedule 3.23 of the Disclosure  Schedule  contains a complete and accurate list
of all  inventories  of the  Company,  GVN and GVS as of the date of the Balance
Sheet.

     Section 3.24 No  Undisclosed  Liabilities.  Except as set forth in Schedule
3.7 or Schedule 3.24 of the Disclosure Schedule, none of the Company, GVN or GVS
has any liabilities or obligations of any nature,  except for (i) liabilities or
obligations reflected or reserved against in the Balance Sheet, and (ii) current
liabilities  incurred in the ordinary course of business of the Company,  GVN or
GVS, as the case may be, since the date thereof, none of which are material.

     Section 3.25 Reserved

                                       32
<PAGE>

     Section 3.26 Relationships with Affiliates.

     (a) Except as set forth in  reasonable  detail on  Schedule  3.26(a) of the
Disclosure Schedule and except for the provision of  telecommunication  services
to any officer, director or employee of the Company, GVN or GVS or any immediate
family  member of any of the  foregoing in the ordinary  course of business,  no
officer,  director or  employee of the  Company,  GVN or GVS or  Stockholder  or
immediate  family  member  of any of the  foregoing,  provides  or  causes to be
provided  to the  Company,  GVN or GVS any  assets,  services  or real  property
facilities,  and the  Company,  GVN and GVS  does  not  provide  or  cause to be
provided to any such officer,  director,  employee,  Stockholder (other than the
Company,  GVN or GVS, as the case may be), or any immediate family member of any
of the foregoing,  any assets,  services or real property facilities.  Except as
set forth in reasonable  detail on Schedule 3.26(a) of the Disclosure  Schedule,
Stockholder  (other  than the  Company,  GVN or GVS,  as the case may be) has no
interest  of any  nature  in any of the  assets  used  in  connection  with  the
operation of (or otherwise related to) the business of the Company,  GVN or GVS.
Except  as may have  been  described  above or on any  Disclosure  Schedule,  no
Affiliate of Stockholder has entered into any transaction with the Company,  GVN
or GVS other than on an arms length basis.

     (b)  Schedule  3.26(b)  of the  Disclosure  Schedule  sets forth a true and
complete  list  and  brief  description  of  all  contracts  pursuant  to  which
Stockholder or any of the officers,  directors or employees of the Company,  GVN
or GVS, or their immediate family members,  (i) to the knowledge of Stockholder,
have a pecuniary  interest in any  supplier,  vendor or customer of the Company,
GVN or GVS or any Person with which the  Company,  GVN or GVS is in  competition
(excluding  shares of publicly traded stock or securities  aggregating less than
three  percent of the  outstanding  shares  thereof),  (ii) is  indebted  to the
Company, GVN or GVS, (iii) is a party to any non-employment  related Contract or
transaction with the Company, GVN or GVS, or (iv) have any debts, liabilities or
obligations  guaranteed  by the Company,  GVN or GVS, or, except as disclosed in
Schedule 3.20 of the Disclosure Schedule, as to which the Company, GVN or GVS is
a surety or accommodation party with respect thereto.


                                   ARTICLE IV
                   REPRESENTATIONS AND WARRANTIES OF THE BUYER

     The Buyer hereby represents and warrants to Stockholder as follows:

     Section  4.1  Organization.  The  Buyer is a  corporation  duly  organized,
validly existing,  and in good standing under the laws of Delaware,  and is duly
qualified and in good standing to do business as a foreign  corporation  in each
jurisdiction  in which the failure to be so qualified and in good standing would
affect the validity or enforceability of this Agreement or would have a Material
Adverse Effect on the Buyer.

     Section 4.2  Authority.  The Buyer has all  requisite  corporate  power and
authority to execute and deliver this Agreement and the Ancillary Agreements, to
perform  its  obligations  hereunder  and  thereunder,  and  to  consummate  the
transactions contemplated hereby and thereby. The execution and delivery of this
Agreement and the Ancillary  Agreements by the Buyer and the consummation by the
Buyer of the  transactions  contemplated  hereby  and  thereby  have  been  duly
authorized by all necessary corporate action and no other corporate  proceedings
on the part of the  Buyer is  necessary  to  authorize  this  Agreement  and the
Ancillary  Agreements or to consummate the transactions  contemplated hereby and
thereby. This Agreement and the Ancillary Agreements have been duly executed and
delivered by the Buyer and constitute the legal,  valid, and binding obligations
of the Buyer, enforceable in accordance with their respective terms.


                                       33

<PAGE>

     Section 4.3 No Conflict; Required Filings and Consents.

     (a)  Except  as  disclosed  in  Schedule  4.3  of the  disclosure  schedule
delivered to Stockholder by the Buyer which is incorporated by reference herein,
the execution and delivery of this Agreement and the Ancillary Agreements by the
Buyer do not, and the consummation of the transactions  contemplated  hereby and
thereby shall not, (i) conflict with or violate the organizational and governing
documents  of the Buyer,  in each case as amended or  restated as of the date of
this Agreement (including,  without limitation, the certificate of incorporation
or bylaws);  (ii) to the  knowledge of the Buyer,  conflict  with or violate any
Laws  applicable  to the  Buyer or by which  any of its  properties  is bound or
subject;  or (iii) result in any breach of or  constitute a default (or an event
that with notice or lapse of time or both would become a default) under, or give
to others any rights of termination, amendment, acceleration or cancellation of,
or result in the creation of an  Encumbrance  on any of the properties or assets
of the  Buyer  pursuant  to,  any  material  note,  bond,  mortgage,  indenture,
contract,  agreement,  lease, license, permit, franchise, or other instrument or
obligation  to which  the Buyer is a party or by or to which the Buyer or any of
its properties is bound or subject.

     (b)  Except  as  disclosed  in  Schedule  4.3  of the  disclosure  schedule
delivered to Stockholder by the Buyer which is incorporated by reference herein,
the execution and delivery of this Agreement and the Ancillary Agreements by the
Buyer does not, and the  consummation of the  transactions  contemplated by this
Agreement and the Ancillary  Agreements  shall not,  require the Buyer to obtain
any consent, license, permit, approval, waiver,  authorization,  or order of, or
to make any filing with or notification to, any Governmental Entity.

     (c) Buyer is fully  qualified  under all applicable Laws to be a transferee
of the FCC Licenses and the State PUC License.  Buyer knows of no reason why the
FCC or the State PUC will not grant their  consent to the transfer of control to
the Buyer of the FCC Licenses and the State PUC License.  Buyer knows of no fact
that would  reasonably  be expected to lead to a condition of the FCC Consent or
State PUC Consent that would not allow the Buyer to consummate the  transactions
contemplated by this Agreement under Section 8.2(d). The Buyer does not have ten
percent or greater foreign owners,  including both equity and voting shares, and
the Buyer is not  controlled  by  foreigners  such that FCC Consent will include
Team Telecom review.

                                       34
<PAGE>

     Section 4.4 No Other  Representations  or  Warranties of  Stockholder.  The
Buyer  acknowledges that Stockholder makes or has made only the  representations
and warranties  expressly set forth in Article 3 and any certificates  delivered
by or on behalf of Stockholder pursuant to Article 8. In particular, and without
limiting  the  generality  of the  foregoing,  the  Buyer  acknowledges  that no
representation or warranty is made with respect to any financial  projections or
in any management presentations and accompanying materials.

                                    ARTICLE V
                              PRE-CLOSING COVENANTS

     The  parties  agree as  follows  with  respect to the  period  between  the
Execution Date and the Closing Date:

     Section 5.1 General.

     (a) On the terms and  subject to the  conditions  of this  Agreement,  each
party shall use commercially  reasonable  efforts to cause the Closing to occur,
including  taking all reasonable  actions  necessary (i) to comply promptly with
all legal  requirements  that may be imposed on it or any of its Affiliates with
respect to the Closing,  (ii) to obtain each consent  required to be obtained by
such party and each other  consent  of, and make  necessary  filings  with,  any
Governmental  Entity, which if not obtained or made is reasonably likely to have
a material  adverse  effect on the  ability of the  parties  to  consummate  the
transactions  contemplated  by this  Agreement  or result in a Material  Adverse
Effect and (iii) to cause the occurrence or meeting of the conditions  precedent
set forth in Article 8.

     (b) In  furtherance  of and not in limitation of the  provisions of Section
5.1(a), each party shall use commercially  reasonable efforts and cooperate with
the other with respect to obtaining the any governmental  consents  required and
other consents,  approvals and waivers required to be obtained to consummate the
transactions  contemplated by this Agreement.  In particular,  when permitted by
the  applicable  Governmental  Entity,  Stockholder  shall,  and shall cause the
Company,  GVN and GVS to, and the Buyer,  or persons  nominated  thereby,  will,
promptly provide drafts to the other party,  allow reasonably  adequate time for
comment  by the other  party  and agree  promptly,  to the  extent  the same are
accurate  and  reasonable,  to  the  contents  of  all  notifications,  filings,
submissions,  further documentation and evidence to be submitted to all relevant
Governmental Entities.  Stockholder shall, and shall cause the Company, GVN, and
GVS to,  and the Buyer  shall,  in each case  where  permitted  by the  relevant
Governmental Entity, allow individuals nominated by each of the other parties to
attend all meetings  with  Governmental  Entities  and,  where  appropriate,  as
mutually agreed, to make oral submissions at such meetings. The Buyer shall, and
Stockholder  shall, and shall cause the Company,  GVN and GVS to, (i) furnish to
the other such necessary  information and reasonable assistance as the other may
require  in  connection  with  its  preparation  of  any  notification,  filing,
submission or further  documentation  or evidence that is necessary in obtaining
any governmental  consents  required,  and (ii) when permitted by the applicable
Governmental Entity,  promptly disclose to the other all correspondence received
from or sent to any  relevant  Governmental  Entity in  connection  herewith and
shall  keep the other  fully  informed  of any other  related  communication  in
whatever form with any of the relevant Governmental  Entities.  The Buyer shall,
and  Stockholder  shall,  and  shall  cause  the  Company,  GVN and GVS to,  use
commercially  reasonable  efforts to comply promptly with any inquiry or request
for additional  information from any relevant  Governmental Entity in connection
herewith and shall use commercially  reasonable  efforts to promptly provide any
supplemental information requested in connection with the notifications, filings
and/or submissions made hereunder for the purposes of obtaining the governmental
consents required. Notwithstanding the foregoing, the provisions of this Section
5.1(b)  are  subject to Section  5.4  hereof  and any other  confidentiality  or
privilege limitations applicable to the parties hereto and their Affiliates.

                                       35
<PAGE>

     (c) In  furtherance  of and not in limitation of the provisions of Sections
5.1(a)  and (b),  each of  Stockholder  and the  Buyer  shall,  as  promptly  as
practicable, but in no event later than fifteen (15) Business Days following the
execution  and delivery of this  Agreement,  file, or cause to be filed with the
United States  Federal  Trade  Commission  and the United  States  Department of
Justice the notification and report form, if any,  required for the transactions
contemplated  hereby and any  supplemental  information  requested in connection
therewith  pursuant to the HSR Act.  Any such  notification  and report form and
supplemental   information   shall  be  in  substantial   compliance   with  the
requirements of the HSR Act. Stockholder and the Buyer shall, to the extent each
is able, seek early  termination of the applicable  waiting period under the HSR
Act. Notwithstanding anything in this Agreement to the contrary, the Buyer shall
not be  required  to take any action in  connection  with any  competition  laws
(including  HSR) that would require the Buyer or any of its  Affiliates to agree
to, or proffer  to, not compete in any market or divest or hold  separately  any
assets or any  portion of any  business of the Buyer or its  Affiliates,  or the
Company, GVN or GVS.

     (d) In  furtherance  of and not in limitation of the provisions of Sections
5.1(a)  and (b),  each of  Stockholder  and the  Buyer  shall,  as  promptly  as
practicable,  but in no event later than twenty (20) Business Days following the
execution and delivery of this Agreement, file, or cause to be filed:

     (i) with the FCC the necessary  application or applications seeking the FCC
Consent.

     (ii) with the State PUC the  necessary  application  seeking  the State PUC
Consent.  Such State PUC application shall solely seek as affirmative  relief an
order  authorizing  the  transfer  of  control of GVN and GVS and may not seek a
State PUC authorization  for GVN or GVS to operate under a regulatory  framework
different from that under which those companies  currently operate.  The parties
shall  cooperate to make any notice  filings  required in  connection  with this
matter on a timely basis.

                                       36
<PAGE>

     (e) Prior to the Closing Date, Stockholder shall cause the Company, GVN and
GVS to use  commercially  reasonable  efforts to obtain all consents and waivers
from third parties in respect of contracts and other obligations,  in each case,
of the Company,  GVN and GVS, to the extent such contracts and other obligations
require such consents and waivers as a result of the  transactions  contemplated
hereby.  Stockholder  shall  pay all of the  costs  of  obtaining  the  consents
referred to in this clause (e), including all fees, charges,  costs and expenses
levied by a counterparty in granting its consent, including assignment fees.

     Section 5.2  Operation  of  Business.  Prior to the Closing Date or earlier
termination of this Agreement,  Stockholder  shall use  commercially  reasonable
efforts to preserve  substantially intact the business  organization and present
relationships  of the  Company,  GVN and GVS with  their  respective  customers,
suppliers  and  employees  and to  maintain  all of their  respective  insurance
currently in effect. Stockholder will not take, and will not permit the Company,
GVN or GVS to take,  any action  that could  reasonably  be  expected  to have a
Material  Adverse  Effect  on the  Company,  GVN  or  GVS  or  the  transactions
contemplated by this Agreement and the Ancillary Agreements.  From the Execution
Date through the Closing Date,  without the prior written  consent of the Buyer,
Stockholder will not, and will not permit the Company,  GVN or GVS to, engage in
any  practice,  take any  action,  or enter  into any  transaction  outside  the
ordinary course of business or  inconsistent  with past practice of the Company,
GVN or GVS.  Without  limiting  the  generality  of the  foregoing,  none of the
Company,  GVN or GVS will, without the prior written consent of the Buyer except
as set forth on Schedule 5.2 or as otherwise provided for in this Section 5.2:

     (a) sell,  lease,  transfer,  convey,  assign or  otherwise  dispose of any
interest in any material assets,  tangible or intangible,  other than for a fair
consideration in the ordinary course of business of the Company,  GVN or GVS, or
as  contemplated  by this  Agreement  it being  understood  that it shall not be
considered as "in the ordinary  course of business" to enter into any dark fiber
leases or any IRUs.

     (b) enter into any  agreement,  contract,  lease or  license  (or series of
related agreements,  contracts, leases and licenses) involving more than $25,000
to which the Company, GVN or GVS is a party or by which any of them are bound.

     (c) accelerate,  extend,  materially modify, renew, terminate or cancel any
agreement,  contract,  lease  or  license  (or  series  of  related  agreements,
contracts,  leases  and  licenses)  involving  more  than  $25,000  to which the
Company, GVN or GVS is a party and by which any of them are bound.

                                       37
<PAGE>

     (d) impose or permit to exist any  Encumbrance  upon any of its  respective
assets, tangible or intangible (other than Permitted Liens or those Encumbrances
that are to be released pursuant to Section 6.8 hereof).

     (e)  make  any   capital   expenditure   (or  series  of  related   capital
expenditures)  or commitments  in an aggregate  amount  exceeding  $2,600,000 in
calendar year 2007 (or, in the event that the Closing has not occurred  prior to
2008, other than those capital expenditures or commitments made during 2008 that
would not exceed the  cumulative  sum of $216,667  per month times the number of
months  elapsed in 2008),  provided that the emergency  repair or replacement of
capital  assets that have been damaged or  destroyed  will not be covered by the
foregoing  limitations;  however,  Stockholder shall promptly,  and in any event
within five (5) Business  Days,  give the Buyer written notice of the occurrence
of such emergency repair or replacement.

     (f) make any capital  investment in, any loan to, or any acquisition of the
securities  or assets  of,  any other  Person  (or  series  of  related  capital
investments,  loans and  acquisitions),  other  than  employee  advances  in the
ordinary course of business and consistent with past practices.

     (g) issue any note, bond or other debt security or create,  incur,  assume,
or  guarantee  any  indebtedness   for  borrowed  money  or  capitalized   lease
obligation.

     (h) merge with any other Person, consolidate or sell or consent to the sale
of any of the material assets of the Company, GVN or GVS or acquire any material
assets,  in each case,  outside the ordinary  course of business of the Company,
GVN or GVS.

     (i)  authorize or effect any change or  amendment in the Company  Governing
Documents, the GVN Governing Documents or the GVS Governing Documents.

     (j) except as set forth on Schedule 5.2 of the Disclosure Schedule, declare
or pay any dividend, or make any distribution to Stockholder,  or otherwise make
any payments to or for the benefit of  Stockholder,  in each such case in excess
of amounts  consistent  with past  practice,  or repurchase or redeem any of its
outstanding capital stock.

                                       38

<PAGE>

     (k) issue or sell any shares of capital stock or any other equity  interest
or any beneficial interest therein (including,  without limitation,  any options
or warrants).

     (l) except as otherwise  required by Law or consistent with past practices,
take any action with respect to the grant of any  severance or  termination  pay
(other than pursuant to policies or  agreements  of the Company,  GVN or GVS, as
the case may be, in effect on December 31, 2006).

     (m) hire any officers or  management-level or other employees other than to
replace such employees  existing on the Execution Date and for compensation that
is substantially the same.

     (n) make any material Tax elections.

     (o) fail to maintain any material asset in substantially  its current state
of repair, normal wear and tear excepted.

     (p) make any material change in their  respective  accounting and operating
policies or practices.

     (q) except as set forth on Schedule 5.2 of the Disclosure Schedule,  waive,
settle or release any claim or cause of action.

     (r) declare or issue any bonus or other such  payments  to, or increase the
salary or wages of, any  employees of the Company,  GVN or GVS other than in the
ordinary course of business, consistent with past practices.

     (s) renew or extend any  contract  that has a term  beyond six months and a
contractual value in excess of $25,000.

     (t) permit any Communication License to lapse.

     (u) commit or agree to do any of the foregoing prohibited actions.

     Section 5.3 Access to Information.  Upon  reasonable  notice and subject to
applicable  Laws  relating to the  exchange of  information,  Stockholder  shall
afford   to  the   officers,   employees,   accountants,   counsel   and   other
representatives  of the Buyer,  reasonable  access during normal  business hours
during  the  period  prior to the  Closing  Date,  and in a manner  so as not to
interfere with the normal business operations of Stockholder,  the Company,  GVN
or GVS, to all of their respective properties, books, contracts, commitments and
records for the purpose of updating any review of such items  performed prior to
the Execution Date and, during such period, Stockholder shall make available all
other  information   concerning  the  business,   properties  and  personnel  of
Stockholder,  the Company GVN or GVS as the Buyer may reasonably  request. It is
the intention of the parties  hereto that the Buyer shall conduct an examination
of Stockholder,  the Company,  GVN and GVS prior to the Closing Date in order to
confirm compliance with the representations,  warranties and covenants set forth
in this  Agreement.  Stockholder  will,  in any  event,  provide  the Buyer with
monthly balance sheet, cash flow and income statements  prepared by the Company,
GVN or GVS.  The Buyer will  continue  to be bound by the terms of that  certain
Confidentiality Agreement dated May 17, 2006.

                                       39

<PAGE>

     Section 5.4 Notice of  Developments.  Stockholder  will give prompt written
notice  to the  Buyer  of any  material  adverse  development  in the  business,
operations,  financial condition or results of operations of the Company, GVN or
GVS. The Buyer will give prompt  written  notice to  Stockholder of any material
adverse development in the business, operations,  financial condition or results
of  operations by providing  Stockholder  with copies of any Form 8-K's filed by
the Buyer with  respect to such  matters.  Each party  hereto  will give  prompt
written notice to the other party of any material adverse  development causing a
breach of any of such  party's  own  representations  and  warranties  set forth
herein.  No disclosure by any party pursuant to this Section 5.4 shall be deemed
to  amend  or  supplement  any  schedule  hereto  or  to  prevent  or  cure  any
misrepresentation,  breach  of  warranty,  or breach  of  covenant,  nor shall a
decision to close the transactions contemplated hereby be considered a waiver in
respect of any such matter.

     Section 5.5 Exclusivity.  Until the Closing Date or earlier  termination of
this Agreement,  in light of the consideration  given and the actions undertaken
by the Buyer prior to the execution of this Agreement, Stockholder will not, and
will not permit the  Company,  GVN or GVS to (a)  solicit,  initiate or actively
encourage the  submission  of any proposal or offer from any Person  relating to
the acquisition of any material  equity interest in, or any substantial  portion
of the assets, of the Company, GVN or GVS (including any acquisition  structured
as a  merger,  consolidation  or  share  exchange)  or  (b)  participate  in any
discussions or negotiations regarding,  furnish any information with respect to,
assist or  participate  in, or  facilitate  in any other  manner  any  effort or
attempt  by any  Person  to do or seek any of the  foregoing.  Stockholder  will
notify the Buyer  immediately  if any Person  makes any  proposal  or offer with
respect to any of the foregoing.

     Section 5.6 Stockholder's 401(k) Retirement Plan.  Stockholder shall amend,
or otherwise  modify,  the 401(k)  Retirement Plan that covers  employees of the
Company,  GVN or GVS ("401(k)  Plan") so as to vest in each such  employee as of
the Closing Date 100% of the Employer Matching Contributions and Employer Profit
Sharing  Contributions (as each such term is defined in the 401(k) Plan) in each
such employee's  accounts and any earnings  thereon.  For purposes of the 401(k)
Plan,  Stockholder  shall  treat  each  individual  who (i) is  employed  by the
Company,  GVN or GVS  immediately  prior to the Closing Date and (ii)  commences
employment  with the Buyer  effective as of the Closing Date, as  experiencing a
severance from  employment  with the  Stockholder on the Closing Date within the
meaning of Treasury regulation section 1.401(k)-1(d)(2).

                                       40
<PAGE>

     Section 5.7  Communications  Licenses.  Prior to the  Closing,  Stockholder
shall  cause  the  Company,  GVN  and  GVS  to  maintain  the  validity  of  the
Communications  Licenses,  comply in all material respects with all requirements
of the  Communications  Licenses,  and the Communications Act and any applicable
state or local Laws,  including  those of the State PUC.  Prior to the  Closing,
Stockholder shall cause the Company,  GVN and GVS to (a) refrain from taking any
action that would jeopardize the validity of any of the Communications Licenses,
(b) prosecute  with due diligence any pending  applications  with respect to the
Communications Licenses, including any renewals thereof and applications seeking
FCC Consent and the State PUC  Consent  and (c) with  respect to  Communications
Licenses,  file all  registrations,  reports,  renewal  applications,  and other
documents and pay all required fees and  contributions,  in each case,  that are
required  by the  Communications  Act or any  applicable  state or  local  Laws,
including  those of the  State  PUC as and when  such  filings  or  reports  are
necessary or appropriate.


                                   ARTICLE VI
                        COVENANTS; ADDITIONAL AGREEMENTS

     Section  6.1  Stockholder  Release.  Effective  as  of  the  Closing  Date,
Stockholder,   for   Stockholder   and  its  officers,   directors,   employees,
stockholders, agents, representatives, successors, and assigns, hereby fully and
unconditionally  releases and forever discharges and holds harmless the Company,
GVN  and GVS  and  each of  their  respective  officers,  directors,  employees,
stockholders, agents, representatives,  successors, and assigns from any and all
claims,  demands,  losses, costs, expenses (including reasonable attorneys' fees
and expenses), obligations, liabilities, and/or damages (collectively, "Claims")
of every  kind and nature  whatsoever,  whether  or not now  existing  or known,
relating in any way,  directly or  indirectly,  to the Company,  GVN or GVS that
Stockholder may now have or may hereafter claim against the Company,  GVN or GVS
or any of their  respective  employees,  officers,  directors,  successors,  and
assigns, arising prior to the Closing.

     Section 6.2 Consent of Stockholder. For purposes of the state corporate law
governing  the  Company,   this  Agreement   reflects  the  written  consent  of
Stockholder  with  respect  to the  sale of the  Company  Common  Stock  and the
business of the Company to the Buyer,  approving  the  execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby.

     Section 6.3 Reserved.

                                       41
<PAGE>


     Section 6.4 Publicity.  The Buyer and Stockholder shall cooperate with each
other in the development and  distribution of all news releases and other public
disclosures relating to the transactions contemplated by this Agreement. Neither
the Buyer, on the one hand, nor  Stockholder,  on the other hand, shall issue or
make, or allow to have issued or made, any press release or public  announcement
concerning the transactions  contemplated by this Agreement  without the advance
approval of the form and  substance  thereof by the other party (which  approval
shall not be unreasonably  withheld or delayed),  unless  otherwise  required by
applicable legal or stock exchange requirements.

     Section 6.5  Transaction  Costs.  Except to the extent  expressly  provided
elsewhere in this  Agreement,  each of  Stockholder  and the Buyer shall pay all
attorneys', accountants', finders', brokers', investment banking and other fees,
costs and expenses  incurred by such party in connection  with the  preparation,
negotiation,  execution,  and  performance  of  this  Agreement  or  any  of the
transactions contemplated by this Agreement.

     Section 6.6 Non-Competition.

     (a) Stockholder, for itself and all of the Persons named on Schedule 6.6 of
the Disclosure Schedule (from each of whom Stockholder agrees that it has, or by
the Closing Date shall have,  obtained  written  agreements  covering all of the
matters  contained  in this  Section  6.6)  (each,  a  "Non-Compete  Party," and
collectively,  the  "Non-Compete  Parties")  acknowledge  and  agree  that  this
Agreement is entered into in connection with the sale of a business and that, as
part of the consideration and as a material inducement for the execution of this
Agreement  and the purchase of the  business,  the Buyer has  required  that the
Non-Compete  Parties  enter  into this  Section  6.6.  The  Non-Compete  Parties
acknowledge  and agree  that the Buyer  would not enter into this  Agreement  or
purchase the business absent the Non- Compete  Parties'  covenants  contained in
this Section  6.6. The  Non-Compete  Parties also  acknowledge  that the Buyer's
acquisition of the business includes the acquisition of special and confidential
knowledge and information  known only to the Non-Compete  Parties  regarding the
business,   including  information  regarding  operations,   plans,  strategies,
markets,  methods of competing,  customers and potential customers,  vendors and
potential vendors,  suppliers,  intellectual property,  know-how, trade secrets,
and other information,  which knowledge and information would provide invaluable
benefits to  competitors  and  potential  competitors  of the Buyer and the use,
loss,  dilution,  or impairment of which by the Non-Compete Parties or any other
Person could materially damage the Buyer and the business acquired.

                                       42
<PAGE>

     (b)  Stockholder  covenants  and agrees that,  for a period  designated  on
Schedule 6.6 of the Disclosure  Schedule (the  "Non-Compete  Applicable  Date"),
without the written  permission of the Buyer,  each Non-Compete Party shall not,
directly or  indirectly,  anywhere  within the franchise  areas where any of the
Buyer,  the Company,  GVN or GVS are  operating in  California as of the Closing
Date  (the  "Non-Compete   Area"):  (i)  engage  (whether  as  owner,   partner,
stockholder,  investor,  adviser,  consultant,  contracting  party, or referring
source,  or  otherwise)  in any  business in  California  that is  substantially
similar to or in competition with the business conducted by the Company, GVN and
GVS at any  time  prior  to  the  Non-Compete  Applicable  Date  (except  that a
Non-Compete  Party may  beneficially  own less than three  percent of the common
equity of a publicly  traded  entity);  (ii)  solicit or attempt to solicit  any
competing business from any Person that the Non-Compete Party or any Person that
was  employed by the  Non-Compete  Party called  upon,  solicited,  or conducted
business  with prior to the  Non-Compete  Applicable  Date,  including,  but not
limited to,  customers,  clients,  and prospective  customers and clients of the
Company,  GVN and GVS,  in each  instance  for the  purpose  of  employing  such
services in a manner that competes with the business of the Company, GVN and GVS
as set forth in  Section  6.6(b)(i);  or (iii)  recruit  or hire,  attempt to or
assist in any attempt to recruit or hire, or discuss  employment or hiring with,
any Person who is an employee of the Company, GVN and GVS.

     (c) Stockholder  acknowledges that this Section 6.6 is necessary to protect
the interests of the Buyer,  the Company,  GVN and GVS and that the restrictions
and  remedies  contained  in this  Agreement  are  reasonable  in  light  of the
consideration  and  other  value  that the  Non-Compete  Parties  have  accepted
pursuant to this Agreement. If any provision of this Section 6.6 should be found
by any court of competent jurisdiction to be unreasonable by reason of its being
too broad as to the  period of time,  territory,  or  scope,  then,  and in that
event, such provision shall nevertheless  remain valid and fully effective,  but
shall be  considered  to be amended so that the  period of time,  territory,  or
scope set forth  herein shall be changed to be the maximum  period of time,  the
largest  territory,  or the  broadest  scope,  as the case may be, that would be
found reasonable and enforceable by such court.

     Section 6.7 Confidential Information.

     (a)  Stockholder   acknowledges  that  it  and  its  officers,   directors,
stockholders,   employees,  agents  and  representatives,  have  had  access  to
confidential information of the Company, GVN and GVS, and may in the future have
access to  information  proprietary  to,  used by, or in the  possession  of the
Company, GVN and GVS or any of their respective customers or not generally known
in the industry,  including,  but not limited to, records regarding sales, price
and  cost  information,  marketing  plans,  trade  secrets,  know-how,  computer
programs,  source code,  intellectual property,  customer names, customer lists,
sales techniques,  distribution plans or procedures, and other material relating
to the business of the Company,  GVN and GVS (the  "Confidential  Information"),
and  Stockholder,  for itself  and for each of its  Affiliates  (other  than the
Company,  GVN and GVS),  agrees  that from and  after the  Closing  Date for the
period equivalent to the non-competition covenant in Section 6.6, not to use the
Confidential Information other than for the sole benefit of the Company, GVN and
GVS or to disclose such  Confidential  Information  to any Person that is not an
officer or employee (except that if, at such time, such Confidential Information
is subject to a policy of the Buyer or its Affiliates  restricting disclosure to

                                       43
<PAGE>

non-officers,  Stockholder  shall not disclose such information to non-officers)
of the Buyer at the time of such  disclosure,  without the prior written consent
of the Buyer;  provided,  however, that nothing herein shall prevent Stockholder
from  disclosing any such  information (i) pursuant to the order of any court or
administrative agency or in any pending legal or administrative  proceeding,  or
otherwise as required by applicable  Law or  compulsory  legal process or in any
proceeding relating to this Agreement,  (ii) to the extent that such information
becomes publicly  available other than by reason of disclosure by Stockholder in
violation of this paragraph,  and (iii) to Stockholder's legal counsel and other
experts  or  agents  who  are  informed  of  the  confidential  nature  of  such
information.  Stockholder  further  acknowledges  that this covenant to maintain
Confidential  Information  is necessary to protect the goodwill and  proprietary
interests  of the  Buyer,  the  Company,  GVN and GVS and that  the  restriction
against the disclosure of Confidential  Information and the associated  remedies
are reasonable in light of the  consideration  and other value  Stockholder  has
accepted pursuant to this Agreement.

     (b) Reserved.

     (c) If any  provision  of this  Section 6.7 should be found by any court of
competent jurisdiction to be unreasonable by reason of its being too broad as to
the period of time, territory, or scope, then, and in that event, such provision
shall nevertheless remain valid and fully effective,  but shall be considered to
be amended so that the period of time,  territory,  or scope set forth  shall be
changed to be the maximum period of time, the largest territory, or the broadest
scope,  as the case may be, which would be found  reasonable and  enforceable by
such court.

     Section 6.8 Bank Consents;  Lien Releases. On or prior to the Closing Date,
Stockholder  shall  obtain and  deliver to the Buyer (i)  executed  releases  in
respect of the banks (or other financial  institutions)  that are parties to the
First and Second Lien Credit  Agreements  with  Stockholder,  the  Company,  GVN
and/or GVS,  releasing  the  Company,  GVN and GVS from any and all  obligations
thereunder,  and (ii) executed UCC termination  statements and  satisfactions of
the First and Second Lien Credit Agreements (in forms  satisfactory to the title
company,  if any,  issuing  policies to the  Company,  GVN or GVS) such that the
title  company,  if any,  is able to issue  policies  of  insurance  without  an
exception for any such mortgages.

     Section 6.9 Tax Matters.

     (a) Liability for Tax Matters. Stockholder shall be liable for and pay, and
pursuant  to  Article  7 shall  indemnify  and hold  harmless  the Buyer and its
Affiliates  (including,  without limitation,  the Company, GVN and GVS following
the consummation of the transactions  contemplated  hereby) from and against all
Taxes of the Company, GVN or GVS for any Tax period or portion thereof ending on
or before the Closing Date (whether assessed or unassessed), or the reduction of
any tax  assets or tax  benefits  (net of any  resulting  increase  in other tax
assets  or tax  benefits)  that  were  disclosed  (i) on any Tax  Return  of the
Company, GVN or GVS filed as of the Closing Date for any Tax period beginning on
or after the Initial  Acquisition  Date and ending on or before the Closing Date
as a result of such Tax  Returns not being true,  complete  and  accurate in all
material respects,  or (ii) on Schedule 3.11(k)..  Stockholder shall be entitled
to (and the  Buyer  shall  file for and pay  Stockholder)  any  refund  actually
received by the Buyer or any credit  actually  used by the Buyer with respect to
any Taxes  applicable to the business,  assets,  or results of operations of the
Company,  GVN and GVS in each case attributable to all periods of time up to and

                                       44
<PAGE>

including the Closing Date so long as such refund or credit is not  attributable
to a tax  attribute,  tax  credit or tax net  operating  loss of the Buyer or an
affiliate  of Buyer for any tax period or the  Company,  GVN or GVS for a period
ending  after the Closing Date or is not  reflected in the Net Working  Capital.
The Buyer shall be liable for and pay, and pursuant to Article 7 shall indemnify
and hold harmless  Stockholder  from and against all Taxes (whether  assessed or
unassessed) applicable to the business,  assets, or results of operations of the
Company,  GVN and GVS in each case attributable to all periods of time following
the Closing Date. The Buyer shall be entitled to any refund or credit in respect
of any Taxes applicable to the business, assets, or results of operations of the
Company,  GVN and GVS in each case attributable to all periods of time following
the Closing Date.

     (b) For  purposes  of this  Section  6.9, in the case of any Taxes that are
imposed on a periodic  basis and are payable for a taxable  period that includes
(but does not end on) the Closing Date, the portion of such Tax  attributable to
periods of time up to and  including  the Closing  Date shall (a) in the case of
any Taxes  other than Taxes  based  upon or  related to income or  receipts,  be
deemed to be the amount of such Tax for the entire taxable period  multiplied by
a fraction the  numerator  of which is the number of days in the taxable  period
ending on the Closing Date and the denominator of which is the number of days in
the entire taxable period,  and (b) in the case of any Tax based upon or related
to income or  receipts,  be deemed equal to the amount which would be payable if
the relevant Taxable period ended on the Closing Date. Any credits relating to a
taxable  period  that  begins  before and ends after the  Closing  Date shall be
allocated  on a basis  consistent  with the  allocations  made  pursuant  to the
preceding sentence.  Stockholder shall not be required to pay any Taxes pursuant
to this  Section 6.9 to the extent that such Taxes are taken into account in the
final determination of the Net Working Capital.

                                       45
<PAGE>

     (i) Consistent Tax Reporting.  The Buyer shall file a consolidated  federal
income tax return that includes the Company,  GVN and GVS for the taxable period
of the Company  starting with the day  following the Closing Date.  Accordingly,
the taxable year of the Company,  GVN and GVS will close for federal  income Tax
purposes at the end of the day on the Closing  Date.  No election  under Section
338 of the Code (relating to stock purchases  treated as asset  acquisitions) or
under Reg.  ss.1.1502-76(b)(2)(ii)  (relating to ratable  allocation  elections)
shall be made. The Company shall not engage in any  transactions  on the Closing
Date  outside  the  ordinary  course of  business  other  than the  transactions
contemplated by this Agreement.  Stockholder,  the Company, GVN and GVS, and the
Buyer shall (a) treat and report the transactions contemplated by this Agreement
in all respects  consistently with the provisions of this Agreement for purposes
of any  federal,  state,  local or foreign  Tax and (b) not take any  actions or
positions inconsistent with the obligations of the parties set forth herein.

     (ii) Tax  Returns for Tax  Periods  Ending on or Before the  Closing  Date.
Stockholder  shall prepare or cause to be prepared and file or cause to be filed
all Tax Returns of the Company and all  subsidiaries  for taxable periods ending
on or before  the  Closing  Date that have not been filed  prior to the  Closing
Date.  Stockholder shall permit the Buyer to review and comment on each such Tax
Return  described  in the prior  sentence at least ten (10) days prior to filing
and shall make such revisions to such Tax Returns as are reasonably requested by
the Buyer. The Company,  GVN and GVS shall not amend any Tax Return for any such
Tax Period  without  the  written  consent of  Stockholder,  which  shall not be
unreasonably  withheld.  All Tax Returns prepared by or for Stockholder pursuant
to this  Section  6.9 shall be  prepared  in a manner  consistent  with the past
practice of the Company, except as otherwise reasonably necessary to comply with
Law.

     (iii)  Tax  Returns  for Tax  Periods  that  Include  But Do Not End on the
Closing  Date.  The Company  shall  prepare or cause to be prepared  and file or
cause to be filed  all Tax  Returns  of the  Company  and all  subsidiaries  for
taxable  periods  that include but do not end on the Closing  Date.  The Company
shall permit Stockholder to review and comment on each such Tax Return described
in the prior sentence at least ten (10) days prior to filing and shall make such
revisions to such Tax Returns as are reasonably  requested by  Stockholder.  The
Company,  GVN and GVS shall not amend  any Tax  Return  for any such Tax  Period
without  the written  consent of  Stockholder,  which shall not be  unreasonably
withheld.  All Tax Returns to be prepared by or for the Company pursuant to this
Section  6.9(b)(iii)  shall be  prepared  in a manner  consistent  with the past
practice of the Company, except as otherwise reasonably necessary to comply with
Law.

     (c) Reimbursement;  Notice. Each party shall promptly pay the other for any
Taxes for which such party is liable  under this  Section  6.9,  but in no event
later than five days prior to the due date of the  payment  of such  Taxes.  The
parties  agree to negotiate in good faith to resolve any disputes  regarding the
payment of any Taxes pursuant to this Section 6.9. Within a reasonable period of
time prior to the payment of any such Tax,  the party paying such Tax shall give
written notice to the other party of the Tax payable and the portion that is the
liability of such party,  although  failure to do so shall not relieve the other
party from its liability hereunder.

                                       46
<PAGE>

     (d) Assistance and  Cooperation.  After the Closing Date,  each party shall
(and shall cause its respective Affiliates, representatives, and agents to):

     (i) assist the other party in  preparing  any Tax  Returns  that such other
party is  responsible  for preparing and filing in accordance  with this Section
6.9;

     (ii)  cooperate  fully in  preparing  for any audits of, or  disputes  with
taxing authorities regarding, any Tax Returns described in this Section 6.9; and

     (iii) make  available  to the other  party and to any taxing  authority  as
reasonably  requested all information,  records,  and documents  relating to the
Taxes described in this Section 6.9.

     Section 6.10. Further Assurances.  Following the Closing, each party hereto
agrees to  cooperate  fully with the other  parties  hereto and to execute  such
further  instruments,  documents and agreements and to give such further written
assurances,  as may be  reasonably  requested  by any other  party at that other
party's  cost  to  give  effect  to  the   transactions   described  herein  and
contemplated  hereby.  Stockholder will use commercially  reasonable  efforts to
cooperate with the Buyer and to discuss the Financial  Statements,  the internal
controls of the Company,  GVN and GVS and the disclosure controls and procedures
of the Company,  GVN and GVS in  connection  with the Buyer's  efforts to comply
with the rules and regulations  affecting public  companies,  including  without
limitation,  the  Sarbanes-Oxley  Act of 2002  and  any  rules  and  regulations
relating thereto.

     Section 6.11 Books and Records.  From and after the Closing, the Buyer will
cause the  Company,  GVN and GVS to  maintain  a  reasonable  records  retention
policy.  Stockholder and its accountants,  lawyers and representatives  shall be
entitled upon reasonable  notice and during normal business hours to have access
to and to make copies, at Stockholder's  expense,  of relevant books and records
of the  Company,  GVN and GVS with  respect to periods or  occurrences  prior to
Closing for any reasonable  purpose relating to the  Stockholder's  ownership of
the Company,  GVN and GVS prior to the Closing,  including,  without limitation,
the  preparation  of tax returns.  In the event of any  litigation or threatened
litigation  between the parties  relating to this Agreement or the  transactions
contemplated  hereby,  the  covenants  contained  in this  Section  shall not be
considered  a waiver by any party of any  right to  assert  the  attorney-client
privilege.

                                       47
<PAGE>

                                   ARTICLE VII
                                 INDEMNIFICATION

     Section 7.1 Indemnification of the Buyer.

     (a)  Indemnification  by  Stockholder.  Subject to the other  terms of this
Article 7, Stockholder  shall indemnify and hold the Buyer, its subsidiaries and
their respective stockholders,  directors,  officers, employees,  affiliates and
agents (collectively, the "Buyer Parties") harmless from any and all Losses that
any Buyer  Party may  suffer  or incur  (i) as a result  of or  relating  to the
failure of any of the representations and warranties made by Stockholder in this
Agreement  to be true and  correct in all  respects at and as of the date hereof
and at and as of the Closing  Date  (except  that in  determining  the amount of
Losses resulting from the breach or inaccuracy of any representation or warranty
that is qualified by the concept of materiality, such qualification shall not be
taken into  account) ), and (ii) as a result of or relating to the breach of any
of any of the covenants or agreements made by Stockholder in this Agreement.  In
addition,  without in anyway  limiting  the  foregoing,  without the need of the
Buyer  Parties  to show any breach of any  representation  or  warranty  made by
Stockholder,  and not subject to the  limitations  contained in Section  7.1(b),
Stockholder shall indemnify and hold harmless the Buyer Parties (A) from any and
all Losses (including for indemnification)  incurred prior to the Closing by the
Company, GVN or GVS under the Stock Purchase Agreement, dated September 9, 2005,
between Evans Telephone Holdings, Inc, and Ground Swell Communications, Inc. and
(B)  from  any and all  Losses  arising  out of any  agreements  (employment  or
otherwise) with Carla Reichelderfer.

     (b)   Limitations   on   Stockholder's    Indemnification.    Stockholder's
Indemnification  obligations  under  this  Agreement  shall  be  subject  to the
following limitations and conditions:

     (i)  Stockholder  will have no  indemnification  obligation  under  Section
7.1(a)(i)  until an individual  Loss or series of related Losses incurred by the
Buyer Parties  exceeds  $10,000 or the cumulative  Losses  incurred by the Buyer
Parties exceeds $250,000, whereupon Stockholder will indemnify the Buyer Parties
for the full amount of such Losses.

     (ii) Stockholder's  cumulative liability for indemnification  under Section
7.1(a)(i)  shall not exceed amounts  initially held under the Escrow  Agreement,
together  with any interest  earned  thereon (the "Cap").  No claim for any Loss
shall be made with  respect to any breach of  representation  or warranty to the
extent that such breach or inaccuracy  already is reflected in any adjustment to
the Purchase Price calculation pursuant to Section 2.3.

     (iii) Stockholder shall have no indemnification  obligation with respect to
Losses relating to Environmental Laws or any breach of the  representations  and
warranties contained in Section 3.17 to the extent such Losses represent amounts
incurred for the performance of remedial action that was not necessary to comply
with Environmental Laws.

                                       48
<PAGE>

     (iv) Stockholder shall have no indemnification obligation for consequential
damages or for punitive or exemplary  damages,  special damages or other similar
items,  except to the extent  amounts in respect to any such type of damages are
paid or  payable  to a third  party in  respect  of a claim by it.  Payments  by
Stockholder hereunder shall be considered as adjustments to the Purchase Price.

     In determining  the foregoing  thresholds and in otherwise  determining the
amount of any Losses for which a Buyer  Party is  entitled to assert a claim for
indemnification  hereunder,  the amount of such Loss shall be  determined  after
deducting therefrom the amount of any insurance proceeds (after giving effect to
any  applicable  deductible  or  retention  and  resulting  retroactive  premium
adjustment) or other third party recoveries  actually  received by a Buyer Party
in respect of such Loss.  If an  indemnification  payment is received by a Buyer
Party and the Buyer Party later receives insurance proceeds or other third party
recoveries in respect of the related Loss, the Buyer Party shall immediately pay
to the Escrow Fund (or to Stockholder,  if the Escrow Fund has been  distributed
to  Stockholder),  a sum  equal to the  lower of (x) the  actual  amount of such
insurance  proceeds or other third party  recoveries or (y) the actual amount by
which the indemnification payment previously paid by Stockholder with respect to
such Loss would have been reduced had such proceeds been collected  prior to the
determination  thereof,  provided  that the Buyer  shall be  entitled  to offset
against any such payment the amount of any  indemnification for which such Buyer
Party is entitled to be paid hereunder and that has not been paid by Stockholder
or from the Escrow Fund.

     Section 7.2  Indemnification of Stockholder.  The Buyer shall indemnify and
hold Stockholder,  its subsidiaries,  and their respective directors,  officers,
employees,  and agents (collectively,  the "Stockholder  Parties") harmless from
any and all  Losses  that any  Stockholder  Party  may  suffer or incur (a) as a
result  of or  relating  to  the  failure  of any  of  the  representations  and
warranties  made by the Buyer in this  Agreement  to be true and  correct in all
respects at and as of the date hereof and at and as of the Closing  Date (except
that in determining the amount of Losses resulting from the breach or inaccuracy
of  any  representation  or  warranty  that  is  qualified  by  the  concept  of
materiality, such qualification shall not be taken into account) ), and (b) as a
result of or relating to the breach of any of any of the covenants or agreements
made by the Buyer in this  Agreement  or (c) as a result of or  relating  to the
failure of the Buyer to perform any of its  covenants  or  agreements  set forth
herein which by its terms is to be performed after the Closing.

                                       49
<PAGE>

     Section 7.3 Notice.  Any party  entitled to receive  indemnification  under
this Article 7 (the "Indemnified Party") agrees to give prompt written notice to
the party or parties required to provide such indemnification (the "Indemnifying
Parties") upon the occurrence of any indemnifiable  Loss or the assertion of any
claim or the commencement of any action or proceeding in respect of which such a
Loss may reasonably be expected to occur (a "Loss Claim"),  but the  Indemnified
Party's  failure to give such  notice  shall not affect the  obligations  of the
Indemnifying  Party  under  this  Article  7  except  to  the  extent  that  the
Indemnifying  Party is  materially  prejudiced  thereby and shall not affect the
Indemnifying  Party's  obligations  or  liabilities  otherwise  than  under this
Article  7. Such  written  notice  shall set forth a  reference  to the event or
events  forming  the basis of such Loss or Loss Claim and the  estimated  amount
involved,  unless such amount is  uncertain  or  contingent,  in which event the
Indemnified  Party shall give a later  written  notice  when the amount  becomes
fixed or determinable.

     Section 7.4 Defense of Claims.  The Indemnifying  Party may elect to assume
and control the defense of any Loss Claim,  including the  employment of counsel
reasonably  satisfactory  to the  Indemnified  Party and the payment of expenses
related thereto,  if (a) the Indemnifying Party provides  reasonable evidence to
the Indemnified Party of its financial  ability to satisfy such  indemnification
obligation;  (b) the Loss  Claim  does  not  seek to  impose  any  liability  or
obligation on the Indemnified Party other than the payment of money; and (c) the
Loss Claim  does not relate to the  Indemnified  Party's  relationship  with its
customers  or  employees.  Subject to the last  sentence of this Section 7.4, if
such  conditions are satisfied and the  Indemnifying  Party elects to assume and
control the defense of a Loss Claim,  then (i) the Indemnifying  Party shall not
be liable for any  settlement  of such Loss  Claim  effected  without  its prior
written consent;  (ii) the Indemnifying Party may settle such Loss Claim without
the  consent of the  Indemnified  Party so long as the  Indemnified  Parties are
given  full and  unconditional  releases;  and (iii) the  Indemnified  Party may
employ  separate  counsel  and  participate  in the  defense  thereof,  but  the
Indemnified Party shall be responsible for the fees and expenses of such counsel
unless (A) the Indemnifying Party has failed to adequately assume the defense of
such Loss  Claim,  (B) the  Indemnifying  Party has  failed to employ  effective
counsel  with  respect  thereto  or (C) there may exist a conflict  of  interest
between the Indemnified Party and the Indemnifying Party or their counsel in the
conduct of the defense of such action.  If the Indemnifying  Party elects not to
assume and control the defense of a Loss Claim, the Indemnified Party may assume
and  control  the  defense of the Loss  Claim and may  contest,  pay,  settle or
compromise any such Loss Claim on such terms and  conditions as the  Indemnified
Party may determine at the cost and expense of the Indemnifying Party,  provided
that if the  amount to be paid  shall  exceed  $1,000,000  then  consent  of the
Indemnifying  Party shall be requested,  which consent will not be  unreasonably
withheld  and in any event shall be deemed  given if no objection is received by
the Indemnified  Party within three (3) Business Days after the delivery of such
request.  If the issue being  contested  is related to a Tax  liability  and the
Indemnifying  Party  is  Stockholder,   Stockholder  shall  not  settle,  either
administratively  or in any other forum,  any claim for Taxes which would affect
the  liability  for Tax of the  Indemnified  Parties  for any  period  after the
Closing Date,  without prior written consent of the Indemnified  Parties,  which
consent will not be unreasonably withheld.

                                       50
<PAGE>

     Section 7.5  Survival of  Representations  and  Warranties;  Remedies.  All
representations  and  warranties  made in or  pursuant to this  Agreement  shall
survive the execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby and continue for a period of 18 months from the
Closing Date;  provided,  however,  that (a) the  representations and warranties
contained  in  Sections  3.11 and 4.2 shall  survive  for a period  equal to all
applicable  statute of  limitations  regarding  Loss Claims made with respect to
such subject matter, (b) the representations and warranties contained in Section
3.10 shall survive  until the fourth  anniversary  of the Closing Date,  (c) the
representations and warranties contained in Section 3.17 shall survive until the
third anniversary of the Closing Date and (d) any claim for indemnity under this
Article 7 shall  survive  the time at which it would  otherwise  terminate  if a
claim for indemnification  shall have been commenced prior to such time and such
claim or proceeding is pending and is being maintained in good faith,  then such
claim shall  continue until the final  disposition  of such claim.  The right to
indemnification  or any  other  remedy  based  on  representations,  warranties,
covenants  and  agreements  in  this  Agreement  shall  not be  affected  by any
investigation  conducted at any time, or any  knowledge  acquired (or capable of
being acquired) at any time,  whether before or after the execution and delivery
of  this  Agreement  or the  Closing  Date,  with  respect  to the  accuracy  or
inaccuracy of or compliance with, any such representation, warranty, covenant or
agreement.

     Section 7.6 Remedies  Exclusive.  The  remedies  provided in this Article 7
shall be the  exclusive  remedies  of the  parties  after the  Closing  Date for
monetary  damages  in  connection  with the  transactions  contemplated  by this
Agreement,  including any breach or  non-performance  of any  representation  or
warranty other than in the case of fraud.

                                  ARTICLE VIII
                         CLOSING; CONDITIONS TO CLOSING

     Section 8.1 Closing; Closing Date. The transfer of the Company Common Stock
and  the  closing  of the  transactions  contemplated  by  this  Agreement  (the
"Closing")  shall  take  place  within  five (5)  Business  Days  following  the
satisfaction or waiver of the conditions precedent set forth in Sections 8.2 and
8.3 at the  offices of the Buyer.  The date of the  Closing is  referred to from
time to time herein as the "Closing Date."

     Section  8.2  Conditions  to  Obligations  of  the  Buyer  to  Close.   The
obligations  of the Buyer to  consummate  the  Closing  shall be  subject to the
satisfaction,  on or  before  the  Closing  Date,  of each and  every one of the
following conditions, all or any of which may be waived, in whole or in part, by
the Buyer.

                                       51

<PAGE>

     (a) Representations and Warranties;  Covenants. (A) The representations and
warranties of  Stockholder  contained in this  Agreement  (other than those that
address  matters as of  particular  dates)  shall be true and  correct as of the
Execution Date and as of the Closing  (without  giving effect to any limitations
as to  materiality or "Material  Adverse  Effect" set forth therein) and (B) the
representations  and warranties of Stockholder  contained in this Agreement that
address  matters as of  particular  dates  shall be true and  correct as of such
dates (without  giving effect to any  limitations as to materiality or "Material
Adverse  Effect" set forth  therein) with such  exceptions in the case of (A) or
(B), as have not had and would not reasonably be expected to have,  individually
or in the aggregate,  a Material  Adverse  Effect.  The covenants and agreements
contained in this  Agreement to be complied with by  Stockholder  at or prior to
the Closing shall have been complied with in all material respects.

     (b) No Order. No action or proceeding shall be pending against the Buyer or
any of its  Affiliates  or any  officer or  director  of the Buyer or any of its
Affiliates  which  seeks to, or would  render it  unlawful  as of the Closing to
effect the transactions  contemplated hereby in accordance with the terms hereof
or creates or  reasonably  could be expected to create a limitation on the Buyer
to own the Company  Common Stock,  the GVN Common Stock or the GVS Common Stock,
and no such  action  shall seek  damages  in a material  amount by reason of the
consummation of the transactions contemplated hereby.

     (c) No Material  Adverse  Effect.  No event or events  shall have  occurred
since the  Execution  Date,  or  reasonably  be likely to occur,  which have, or
reasonably could be expected to result in, a Material Adverse Effect.

     (d) All  Regulatory  Approvals.  All Regulatory  Approvals  shall have been
obtained.  All parties shall have complied with the conditions,  if any, imposed
in  connection  with  the  grant of the  Regulatory  Approvals  in all  material
respects;  provided  that the Buyer  will not be  required  to agree to take any
action (including  agreeing to any condition in respect of, or any amendment to,
any  Communication  License of GVN or GVS, or the  divestiture  of any assets or
business of the  Company,  GVN or GVS) that  individually  or in the  aggregate,
would  reasonably be expected to have a Material  Adverse Effect on the Company,
GVN or GVS and in such  event,  the Buyer shall not be  obligated  to effect the
transactions contemplated by this Agreement if such conditions are imposed.

     (e)  Consents.  Each of the  consents  set forth on Schedule  3.5(b) of the
Disclosure  Schedule  shall have been duly obtained and received by  Stockholder
and shall be, in form and substance, reasonably satisfactory to the Buyer.

     (f) Closing  Balance  Sheet.  Stockholder  shall have delivered the Closing
Balance Sheet in accordance with Section 2.3(a) hereof.

                                       52
<PAGE>

     (g)  Deliveries.  Stockholder  shall have made or stand willing and able to
make all the deliveries to the Buyer set forth in Section 8.5.

     Section 8.3 Conditions to Obligations of  Stockholder.  The  obligations of
Stockholder to consummate the Closing shall be subject to the  satisfaction,  on
or before the Closing Date,  of each and every one of the following  conditions,
all or any of which may be waived, in whole or in part, by Stockholder.

     (a) Representations and Warranties;  Covenants. (A) The representations and
warranties  of the Buyer  contained  in this  Agreement  (other  than those that
address  matters as of  particular  dates)  shall be true and  correct as of the
Execution Date of this Agreement and as of the Closing (without giving effect to
any  limitations  as to  materiality  or  "Material  Adverse  Effect"  set forth
therein) and (B) the  representations  and warranties of the Buyer  contained in
this  Agreement  that address  matters as of particular  dates shall be true and
correct  as of such  dates  (without  giving  effect  to any  limitations  as to
materiality or "Material Adverse Effect" set forth therein) with such exceptions
in the case of (A) or (B), as have not had and would not  reasonably be expected
to have,  individually  or in the  aggregate,  a Material  Adverse  Effect.  The
covenants and agreements  contained in this Agreement to be complied with by the
Buyer at or prior to the Closing  shall have been  complied with in all material
respects.

     (b) No Order. No action or proceeding shall be pending against Stockholder,
the Company,  GVN, GVS or any of their  respective  Affiliates or any officer or
director  of  Stockholder,  the  Company,  GVN,  GVS or any of their  respective
Affiliates  which  seeks to, or would,  render it  unlawful as of the Closing to
effect the transactions  contemplated hereby in accordance with the terms hereof
or would restrain,  prohibit or otherwise interfere with the effective operation
of all or any material  portion of the business of the Company,  GVN or GVS, and
no such  action  shall  seek  damages  in a  material  amount  by  reason of the
consummation of the transactions contemplated hereby.

     (c)  Consents.  Each of the  consents  set forth on Schedule  3.5(b) of the
Disclosure Schedule shall have been duly obtained and delivered to Stockholder.

     (d) All  Regulatory  Approvals.  All Regulatory  Approvals  shall have been
obtained.  All parties shall have complied with the conditions,  if any, imposed
in connection with the grant of the Regulatory Approvals; provided however, that
Stockholder  shall  not be  required  to  accept  or  comply  with any  material
condition that would be unreasonably  burdensome on Stockholder and shall not be
obligated  to effect the  transactions  contemplated  by this  Agreement if such
conditions are imposed.

                                       53
<PAGE>

     (e) No Material Adverse Effect. No event or events  constituting a Material
Adverse Effect as to the Buyer shall have occurred since the Execution Date.

     (f) Deliveries. The Buyer shall have made or stand willing and able to make
all the deliveries to Stockholder set forth in Section 8.4.

     Section 8.4 Deliveries by the Buyer at Closing.  At the Closing,  the Buyer
will deliver or shall cause to be delivered  such  documents and  instruments as
may be necessary or appropriate to carry out the  transactions  contemplated  by
this Agreement.

     Section  8.5  Deliveries  by  Stockholder  at  Closing.   At  the  Closing,
Stockholder will deliver or shall cause to be delivered the following:

     (a)  Certificates,  with fully executed stock powers evidencing the Company
Common Stock and any other documentation  necessary or appropriate to effect the
transfer of ownership thereof to the Buyer.

     (b) The bank consents and releases required pursuant to Section 6.8 hereof.

     (c) Certificate of the corporate secretary of the Company, substantially in
the form attached hereto as Exhibit C.

     (d)  Officers'  certificate  of the  Company,  substantially  in  the  form
attached hereto as Exhibit D.

     (e)  Legal  opinions  of  (i)  Choate  Hall  &  Stewart,  LLP,  counsel  to
Stockholder,  substantially in the form attached hereto as Exhibit E-1, and (ii)
counsel to Stockholder covering the matters described in Exhibit E-2.

     (f) Such other endorsements, documents, or instruments as may be reasonably
necessary to carry out the transactions contemplated by this Agreement.


                                   ARTICLE IX
                                   TERMINATION

     Section  9.1  Termination  of  Agreement.  The  Buyer and  Stockholder  may
terminate this Agreement as provided below:

                                       54

<PAGE>

     (a) The Buyer or  Stockholder  may terminate  this Agreement if the Closing
Date  has not  occurred  on or  before  the  eighteen-month  anniversary  of the
Execution Date of this  Agreement,  unless the party electing to so terminate is
in breach of this Agreement as provided in Section 9.1(c) or (d) below;

     (b) The  Buyer and  Stockholder  may  terminate  this  Agreement  by mutual
written consent at any time prior to the Closing Date

     (c)  Stockholder  may terminate  this Agreement by giving written notice to
the  Buyer at any time  prior to the  Closing  Date in the  event  the Buyer has
breached any material  representation,  warranty or covenants  contained in this
Agreement in any  material  respect,  Stockholder  has notified the Buyer of the
breach, and the breach has continued without cure for a period of ten days after
the notice of breach; and

     (d) The Buyer may  terminate  this  Agreement by giving  written  notice to
Stockholder at any time prior to the Closing Date in the event  Stockholder  has
breached any  material  representation,  warranty or covenant  contained in this
Agreement in any material  respect,  the Buyer has notified  Stockholder  of the
breach, and the breach has continued without cure for a period of ten days after
the notice of breach.

     (e) The Buyer or  Stockholder  may terminate this Agreement if any court of
competent  jurisdiction or other Governmental Entity shall have issued an order,
decree,  or ruling or taken any action  permanently  restraining,  enjoining  or
otherwise prohibiting the consummation of the transactions  contemplated by this
Agreement.

     Section 9.2 Effect of Termination. If this Agreement is terminated pursuant
to Section 9.1, all rights and obligations of the parties hereto shall terminate
without any liability of any party to the other party except as provided herein;
provided,  however,  that nothing  herein shall relieve any party from liability
for its willful breach of this Agreement.


                                    ARTICLE X
                                  MISCELLANEOUS

     Section  10.1  Notices.  All  notices  that  are  required  or may be given
pursuant to this  Agreement  must be in writing and delivered  personally,  by a
recognized  courier service,  by a recognized  overnight  delivery  service,  by
telecopy or by registered or certified mail, postage prepaid,  to the parties at
the following  addresses (or to the attention of such other person or such other
address as any party may  provide to the other  parties by notice in  accordance
with this Section 10.1):

If to the Buyer:       Citizens Communications Company
                       3 High Ridge Park
                       Stamford, CT 06905
                       Attention: Hilary E. Glassman, Esq.
                       Fax:     203-614-4651


                                       55

<PAGE>

If to Stockholder:     Country Road Communications, LLC
                       1500 Mt. Kemble Avenue, Suite 203
                       Morristown, NJ  07960
                       Attention:  Harry S. Bennett, CEO

With a copy to:        Choate, Hall & Stewart LLP
                       Two International Place
                       Boston, MA  02110
                       Attention:  Lawrence H. Gennari, Esquire

     Any such notice or other  communication  shall be deemed to have been given
and received on the day it is  personally  delivered and signed for by addressee
or, if delivered by courier or overnight  delivery  service or sent by telecopy,
on the date received, or if mailed, three days after sending.

     Section 10.2 Further  Assurances.  Each party agrees to execute any and all
documents  and to perform  such other acts as may be  necessary  or expedient to
further the purposes of this Agreement and the transactions contemplated by this
Agreement,  including entering into a mutually  acceptable  transition  services
agreement covering services  currently  provided to the Company,  GVN and GVS by
Stockholder or its Affiliates.

     Section 10.3  Counterparts.  This  Agreement may be executed in one or more
counterparts for the convenience of the parties to this Agreement,  all of which
together shall constitute one and the same instrument.

     Section  10.4  Assignment.  Neither this  Agreement  nor any of the rights,
interests or obligations  under this Agreement shall be assigned or delegated by
any party,  without the prior written consent of the other parties (and any such
attempt  shall be null and  void);  except  that the Buyer may assign its rights
(but not its  obligations)  under  this  Agreement  to any  direct  or  indirect
subsidiary of the Buyer.  This Agreement is not intended to confer any rights or
benefits to any Person  (including,  without  limitation,  any  employees of the
Company,  GVN or  GVS)  other  than  the  parties  to  this  Agreement  and  the
indemnification rights pursuant to Section 7.1 to the Buyer Parties and pursuant
to Section 7.2 to Stockholder Parties.

                                       56
<PAGE>

     Section 10.5 Entire  Agreement;  Schedules.  This Agreement and the related
documents  contained  as Exhibits and  Schedules to this  Agreement or expressly
contemplated by this Agreement  contain the entire  understanding of the parties
relating to the subject  matter  hereof and  supersede all prior written or oral
and all  contemporaneous  oral  agreements  and  understandings  relating to the
subject  matter hereof.  This Agreement  cannot be modified or amended except in
writing  signed by the party against whom  enforcement is sought (and no attempt
to orally amend this Section 10.5 shall be valid). The Exhibits and Schedules to
this Agreement are hereby incorporated by reference into and made a part of this
Agreement  for all  purposes.  Information  set forth on any  Schedule  shall be
deemed to qualify each other section of this Agreement to which such information
is applicable  (regardless  of whether or not such other section is qualified by
reference to a Schedule),  so long as  application to such section is reasonably
discernible from the reading of such disclosure. No information set forth on any
Schedule  shall be deemed to broaden  in any way the scope of the  Stockholder's
representations  and warranties.  The inclusion of any item on a Schedule is not
evidence of the materiality of such item for purposes of the Agreement,  or that
such item is a disclosure  required under the Agreement.  Any description of any
agreement,  document, instrument, plan, arrangement or other item set forth in a
Schedule is a summary only and is qualified in its entirety by the terms of such
agreement, document, instrument, plan, arrangement or item, copies of which have
been made available to the Buyer. No disclosure in any Schedule  relating to any
possible  breach or  violation  or any  agreement,  law or  regulation  shall be
construed as an admission or indication that any such breach or violation exists
or has actually  occurred,  or shall constitute an admission of liability to any
third party.

     Section 10.6 Specific Performance. The parties hereby acknowledge and agree
that the failure of any party to perform its agreements and covenants under this
Agreement,  including,  without  limitation,  failure to take all actions as are
necessary on its part to the  consummation of the  transactions  contemplated by
this  Agreement or any  violation of the covenants set forth in Sections 6.6 and
6.7, may cause irreparable  injury to the other parties for which damages,  even
if  available,  may not be an adequate  remedy.  Accordingly,  each party hereby
agrees that any other party may seek injunctive relief by any court of competent
jurisdiction  to  compel  performance  of such  party's  obligations  and to the
granting by any court of the remedy of specific  performance of its  obligations
under this Agreement or any Ancillary Agreement.

     Section  10.7  Governing  Law.  This  Agreement  shall be governed  by, and
construed in accordance  with,  the  substantive  laws of the State of New York,
without  giving effect to any  conflicts-of-law,  rule, or principle  that might
require the application of the laws of another jurisdiction.

     Section 10.8  Jurisdiction;  Venue;  Service of Process.  Each party hereby
consents  and agrees that the  federal or state  courts of the State of New York
(located in New York, New York) shall have jurisdiction to hear, determine,  and
enforce any claims or disputes  arising out of or related to the  provisions  of
this Agreement. Each party hereby irrevocably waives any objection to the laying
of venue in such  courts,  including,  without  limitation,  any claim  based on
improper  venue or forum non  conveniens.  Nothing  in this  Agreement  shall be
deemed or operate to preclude the  enforcement of any judgment or order obtained
in such forum or the taking of any action  under this  Agreement to enforce such
judgment or order in any other forum.  Each party hereby  agrees that service of
all writs,  process,  and  summons in any suit,  claim,  action,  or  proceeding
arising out of or related to the  provisions  of this  Agreement  may be made by
certified mail, return receipt requested, in accordance with Section 10.1.

                                       57
<PAGE>

     10.9 Severability.  If any one or more of the provisions  contained herein,
or the application thereof in any circumstance, is held invalid or unenforceable
in any respect for any reason, the validity,  legality and enforceability of any
such  provision in every other  respect and of the remaining  provisions  hereof
shall not be in any way impaired or affected,  and all such remaining provisions
hereof shall be enforceable in accordance with their terms.

     10.10  Attorneys'  Fees.  Should any  litigation  be commenced  between the
parties  concerning  the  rights  or  obligations  of  the  parties  under  this
Agreement,  the  party  prevailing  in such  litigation  shall be  entitled,  in
addition to such other relief as may be granted,  to a reasonable sum as and for
its  attorneys'  fees  and  costs  in such  litigation.  This  amount  shall  be
determined by the court in such  litigation or in a separate  action brought for
that purpose.

     IN WITNESS  WHEREOF,  each of the parties to this Agreement has caused this
Agreement to be executed as of the date first written above by their  respective
officers thereunto duly authorized.

                          "Buyer"

                          Citizens Communications Company
                          a Delaware corporation

                          By: /s/ Donald Shassian
                             ----------------------
                             Donald Shassian
                             Chief Financial Officer



                          "Stockholder"

                          Country Road Communications LLC
                          a Delaware Limited Liability Company

                          By: /s/ Harry S. Bennett
                             ----------------------
                             Harry S. Bennett
                             Chief Executive Officer




                                       58
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>czngvnpressrelease.txt
<DESCRIPTION>CZNGVN PRESS LEASE
<TEXT>
                                                        Exhibit 99.1


                                                        Citizens Communications
                                                        3 High Ridge Park
                                                        Stamford, CT 06905
                                                        203.614.5600
                                                        Web site: www.czn.net

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

FOR IMMEDIATE RELEASE

Contact:
Brigid M. Smith
203.614.5042
bsmith@czn.com


            CITIZENS COMMUNICATIONS TO ACQUIRE GLOBAL VALLEY NETWORKS
                        AND GVN SERVICES FOR $62 MILLION

STAMFORD,  CONN,  July 5, 2007 - Citizens  Communications  Company  (NYSE:  CZN)
announced  today  that  it has  entered  into an  agreement  with  Country  Road
Communications  LLC  ("Country  Road") to acquire  Global  Valley  Networks Inc.
("GVN") and GVN Services  ("GVS") through the purchase from Country Road of 100%
of the outstanding  common stock of Evans Telephone  Holdings,  Inc., the parent
company of GVN and GVS.  The purchase  price is $62 million in cash,  subject to
adjustment. Citizens intends to finance the acquisition with cash on hand.

"This acquisition of approximately  15,000 access lines in California is a great
fit with our West Region properties," said Maggie Wilderotter,  Chairman and CEO
of Citizens.  "Global Valley has properties in fast-growth rural areas that meet
all of our acquisition criteria."

The  closing  is  subject  to   satisfaction  of  certain  usual  and  customary
conditions,   including  Hart-Scott-Rodino  antitrust  clearance  and  necessary
approvals from the Federal  Communications  Commission and the California Public
Utilities  Commission.  The  transaction is expected to close within six to nine
months.

About Citizens Communications Company
Citizens  Communications  Company (NYSE:  CZN) is a full-service  communications
provider  and one of the  largest  local  exchange  telephone  companies  in the
country. Under the Frontier brand name, the company offers telephone, television
and Internet services,  as well as bundled  offerings,  ESPN360 streaming video,
residential  security solutions and specialized bundles for small businesses and
home  offices.

About Global Valley Networks and GVN Services
Global Valley Networks, Inc. and GVN Services,  based in Patterson,  California,
are dedicated to providing reliable,  innovative telephone and Internet services
to the communities of Patterson, Livingston, Guinda, San Antonio, Diablo Valley,
Westley, Cressey, Grayson and Capay Valley, California.

                                     -More-

<PAGE>

Forward-Looking Statements
This press release contains forward-looking statements that are made pursuant to
the safe harbor  provisions of The Private  Securities  Litigation Reform Act of
1995.  These  statements  are  made  on the  basis  of  management's  views  and
assumptions  regarding  future  events and business  performance.  Words such as
"believe,"  "anticipate,"  "expect,"  and similar  expressions  are  intended to
identify forward-looking statements.  Forward-looking statements (including oral
representations)  involve risks and uncertainties  that may cause actual results
to differ  materially  from any  future  results,  performance  or  achievements
expressed or implied by such statements. These risks and uncertainties are based
on  a  number  of  factors,  including  but  not  limited  to:  our  ability  to
successfully  integrate the operations of  Commonwealth  Telephone  Enterprises,
Inc. and to realize the synergies from the Commonwealth acquisition;  changes in
the number of our revenue generating units; greater than anticipated competition
from  wireless  or  wireline  carriers;  the  effects of ongoing  changes in the
regulation of the communications industry; our ability to successfully introduce
new product offerings,  including bundled service packages;  our ability to sell
enhanced services; our ability to comply with federal and state regulations; our
ability to effectively  manage our operations,  costs and capital spending;  our
ability to successfully renegotiate expiring union contracts; overall changes in
the  telecommunications  market and general and local  economic  and  employment
conditions.  These and other uncertainties related to our business are described
in greater detail in our filings with the  Securities  and Exchange  Commission,
including  our  reports  on Forms  10-K and 10-Q and the  foregoing  information
should be read in conjunction with these filings.  We do not intend to update or
revise these  forward-looking  statements  to reflect the  occurrence  of future
events or circumstances.


                                       ###



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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