content: SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 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): October 12, 2000
                                  ----------------
  
  
                       BOSTON COMMUNICATIONS GROUP, INC.______
                  -------------- ---------------------------------
                 (Exact name of registrant as specified in charter)
  
      MASSACHUSETTS             ____0-28432___________             04-3026859
      -------------                                             ----------
  (State or other jurisdictio (Commission File Number)      (I.R.S. Employer
           of incorporation)                                 Identification No.)
  
  
  100 Sylvan Road, Woburn, Massachusetts                                  01801
  --------------------------------------                                  -----
         (Address of principal executive offices)                      (Zip Code)
  
  
         Registrant's telephone number, including area code: (617) 692-7000
  
  
  
  
  
  <PAGE>
  
  
  
  Item 2.           Disposition of Assets
  
  
           On November  7, 2000  Boston  Communications  Group,  Inc.,  a Delaware
  corporation  (the "Company"),  closed the sale of its  Teleservices  Division to
  TeleTech Customer Care Management (Colorado),  Inc., a Colorado corporation (the
  "Buyer").  The assets involved in the transaction were those used by the Company
  to provide teleservice support for inbound  teleservices needs of subscribers of
  wireless  communications  carriers in the United States. The total consideration
  received  by the Company in the  transaction  was $15  million,  including a $13
  million cash payment and the assumption by the Buyer of approximately $2 million
  of  liabilities.  Under the terms of the  agreement,  the Company  could receive
  additional  cash  payments,  totaling up to an additional  $20 million over four
  years,  based  upon  achievement  of  predetermined   revenue  targets  for  the
  Teleservices  Division.  Prior  to  the  transaction,  there  were  no  material
  relationships  between  the  Buyer  and  the  Company  or any  of the  Company's
  affiliates,  directors  or officers  or any  associate  of any such  director or
  officer.
  
           A copy of the related  press release  announcing  this  information  is
  attached to this report as Exhibit 99.1.
  
  
  
  
  
  
  
  
  Item 7.                                   Financial Statements and Exhibits
  
  (b) Proforma Financial Information
  
  The accompanying pro forma condensed  consolidated balance sheet as of September
  30, 2000 assumes that the Company sold its  Teleservices  assets to the Buyer on
  the last reported  balance sheet date,  September 30, 2000. The accompanying pro
  forma condensed consolidated statements of operations for the for the year ended
  December 31, 1999 and for the nine month period ended September 30, 2000, assume
  the sale of the Telservices  assets took place on January 1, 1999. The pro forma
  condensed consolidated statements of operations do not include the effect of the
  gain  from the  Company's  sale of the  Teleservices  assets to the  Buyer.  The
  accompanying pro forma  information is presented for illustrative  purposes only
  and is not  necessarily  indicative  of the  financial  position  or  results of
  operations  which would actually have been reported had the sale of Teleservices
  assets  occurred during the periods  presented,  or which may be reported in the
  future. The accompanying pro forma consolidated  financial  statements should be
  read in conjunction with the historical  financial  statements and related notes
  thereto for the Company.
  
  
  <PAGE>
  
  
  
                 BOSTON COMMUNICATIONS GROUP, INC. AND SUBSIDIARIES
                    PROFORMA CONDENSED CONSOLIDATED BALANCE SHEET
                 (In thousands, except share and per share amounts)
                                     (Unaudited)
  <TABLE>
  
  ASSETS                                                                                    September 30, 2000
                                                                                            ------------------
                                                                            As Reported            Adjustments        Pro Forma
  <S>                                                                             <C>                  <C>                 <C>
  Current assets:
  Cash, cash equivalents and short-term investments                               $40,076             $11,200(a)       $51,276
  Accounts receivable, net of allowance for billing
    Adjustments and doubtful accounts of $1,987 in 2000
                                                                                   18,484                               18,484
  Prepaid expenses and other assets                                                 2,140                                2,140
  Assets held for sale                                                              3,758             (3,758)(b)            -
                                                                                  --------             ----------       ------
       Total current assets                                                        64,458               7,442           71,900
  
  Property and equipment, net                                                      43,194                               43,194
  Goodwill and other assets                                                         3,429                                3,429
                                                                                 --------                               -----
       Total assets                                                              $111,081               $7,442        $118,523
                                                                                 ========               ======        ========
  
  LIABILITIES AND SHAREHOLDERS' EQUITY
  Current liabilities:
   Accounts payable & accrued expenses                                            $19,609              $2,600(c)       $22,209
    Current maturities of capital lease obligations                                 1,186                                1,186
                                                                                ---------                              --------
       Total current liabilities                                                   20,795                 2,600         23,395
  
  Capital lease obligations, net of current maturities                              1,046                                1,046
  Deferred income taxes                                                             2,557                                2,557
  Shareholders' equity:
  Common Stock,  voting,  par value $.01 per share,  35,000,000 shares authorized,
    16,967,040 shares issued
                                                                                     170                                   170
  Additional paid-in capital                                                       94,863               900(d)          95,763
  Treasury stock  (101,420 shares, at cost)                                         (673)                                 (673)
  Accumulated deficit                                                             (7,677)             3,942(e)          (3,735)
                                                                                  ---------            -------         -------
  Total shareholders' equity                                                      86,683                 4,842          91,525
                                                                                  -------                -----          ------
       Total liabilities and shareholders' equity                               $111,081                $7,442        $118,523
                                                                                =========               ======         ========
  
  </TABLE>
  <PAGE>
  
  
                 BOSTON COMMUNICATIONS GROUP, INC. AND SUBSIDIARIES
              PROFORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share amounts)
                                     (Unaudited)
  <TABLE>
  
  
                                                                                 Nine months ended September 30, 2000
                                                                              Historical          Adjustments      Pro Forma
  <S>                                                                             <C>                 <C>             <C>
  Revenues:
    Prepaid wireless services                                                    $39,000                               $39,000
    Teleservices                                                                  22,050         $(22,050)(f)                -
    Roaming services                                                              13,952                                13,952
    System sales                                                                   3,307                                 3,307
                                                                                   -----                                 -----
  Total Revenues                                                                  78,309             (22,050)           56,259
  
  Expenses:
    Cost of service revenues                                                      38,822          (16,960)(f)           21,862
    Cost of system revenues                                                        1,570                                 1,570
    Engineering, research and development                                          5,822                                 5,822
    Sales and marketing                                                            4,167             (252)(f)            3,915
    General and administrative                                                     5,848             (756)(f)            5,092
    Depreciation and amortization                                                 13,920           (2,009)(f)           11,911
                                                                                  ------           ----------           ------
  Total operating expenses                                                        70,149             (19,977)           50,172
                                                                                  ------             --------           ------
  Operating income                                                                 8,160              (2,073)            6,087
  Interest income                                                                  1,192               120(f)            1,312
                                                                                   -----               ------            -----
  Income from continuing operations before income taxes                            9,352              (1,953)            7,399
  
  Provision for income taxes                                                       3,727             (776)(f)            2,951
                                                                                   -----             --------            -----
  Income from continuing operations                                               $5,625             $(1,177)           $4,448
                                                                                  ======             ========           ======
  
  Basic net income per common share:
     Continuing operations                                                         $0.34                                 $0.27
                                                                                   =====                                 =====
   Weighted average common shares outstanding                                     16,506                                16,506
                                                                                  ======                                ======
  
  Diluted net income per common share:
     Continuing operations                                                          $0.32                                 $0.26
                                                                                    =====                                 =====
     Weighted average common shares outstanding                                    17,370                                17,370
                                                                                   ======                                ======
  
  
  
                                                                            Year ended December 31, 1999
                                                                  As Reported          Adjustments        Pro Forma
  <S>                                                                   <C>                <C>                <C>
  
  Revenues:
    Prepaid wireless services                                          $36,920                                   $36,920
    Teleservices                                                        40,870         $(40,870)(g)                    -
    Roaming services                                                    22,249                                    22,249
    System sales                                                        5,012                                     5,012
                                                                        ------                                    -----
                                                                       105,051             (40,870)               64,181
  Expenses:
    Cost of service revenues                                            65,689          (35,175)(g)               30,514
    Cost of system revenues                                              3,434                                     3,434
    Cost of system revenues-one-time charge                              1,824                                     1,824
    Engineering, research and development                                6,045              (59)(g)                5,986
    Sales and marketing                                                  6,507             (432)(g)                6,075
    General and administrative                                           7,269           (1,024)(g)                6,245
    Depreciation and amortization                                      15,570            (2,785)(g)              12,785
                                                                       -------           ----------              ------
  Total operating expenses                                             106,338             (39,475)               66,863
                                                                       -------             --------               ------
  <PAGE>
  
  Operating income (loss)                                              (1,287)              (1,395)              (2,682)
  Interest income                                                         896               (45)(g)                 941
                                                                          ----              -------                 ---
  Income (loss) from continuing operations before income
  taxes                                                                  (391)              (1,350)
                                                                                                                 (1,741)
  Provision (benefit) for income taxes                                   395               (541)(g)              (146)
                                                                         -----             --------               ----
  Income (loss) from continuing operations
                                                                        $(786)               $(809)             $(1,595)
                                                                        ======               ======             ========
  
  Basic and diluted net loss per common share:
     Continuing operations                                             $(0.05)                                   $(0.10)
                                                                       =======                                   =======
     Weighted average common shares
     Outstanding                                                        16,529                                    16,529
                                                                        ======                                    ======
  
  </TABLE>
  
  
  NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2000
  AND PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED
  DECEMBER 31, 1999 AND THE NINE MONTHS ENDED SEPTEMBER 30, 2000 (UNAUDITED AND IN
  THOUSANDS)
  
  Note (1) Pro Forma Condensed Balance Sheet Adjustments
  
  
  On November 7, 2000 Boston  Communications  Group, Inc., a Delaware  corporation
  (the  "Company"),  closed  the sale of its  Teleservices  Division  to  TeleTech
  Customer Care Management (Colorado), Inc., a Colorado corporation (the "Buyer").
  The assets involved in the transaction were those used by the Company to provide
  teleservice  support for inbound  teleservices  needs of subscribers of wireless
  communications  carriers in the United States. The total consideration  received
  by the Company in the transaction was $15 million,  including a $13 million cash
  payment  and  the  assumption  by the  Buyer  of  approximately  $2  million  of
  liabilities.  Under  the  terms of the  agreement,  the  Company  could  receive
  additional  cash  payments,  totaling up to an additional  $20 million over four
  years,  based  upon  achievement  of  predetermined   revenue  targets  for  the
  Teleservices  Division.  Prior  to  the  transaction,  there  were  no  material
  relationships  between  the  Buyer  and  the  Company  or any  of the  Company's
  affiliates,  directors  or officers  or any  associate  of any such  director or
  officer.  The  following  pro forma  adjustments  are  required  to reflect  the
  Company's sale of the Teleservices  assets to the Buyer as of September 30, 2000
  (the balance sheet date):
  
       (a)  To record the  Company's  net cash received from the sale to the Buyer
            ($12.8 less $1.6 in expenses).
       (b)  To eliminate the assets held for sale.
       (c)  To record  income taxes related to the gain on the  disposition  using
            40% income tax rate.
       (d)  To record non-cash compensation expense related to the sale.
       (e)  To reflect the gain on the sale of the net assets.
  
  Note (2) Pro Forma Condensed Consolidated Statements of Operations Adjustments
  
  The  following  pro forma  adjustments  are  required  to reflect  the pro forma
  condensed  consolidated  statements  of  operations as a result of the Company's
  sale of the assets to the Buyer for the  periods  ended  December  31,  1999 and
  September  30,  2000.  For  purposes  of the pro  forma  condensed  consolidated
  <PAGE>
  
  statements of operations, it is assumed that the sale of the Teleservices assets
  occurred  on January 1, 1999 so that the  statements  of  operations  would only
  include results from continuing  operations and excludes the gain on disposition
  as a material nonrecurring event.
  
  Nine Months Ended September 30, 2000
  
  (f)      To  eliminate  the  effects  of  the  Teleservices  operations  on  the
           condensed  consolidated  statement  of  operations  for the nine months
           ended September 30, 2000.
  
  
  Year Ended December 31, 1999
  
  (g)      To  eliminate  the  effects  of  the  Teleservices  operations  on  the
           condensed  consolidated  statement  of  operations  for the year  ended
           December 31, 1999.
  
  
  
  (c)      Exhibits
  
  2.1  Asset Purchase Agreement, dated as of October 11, 2000 by and among
       TeleTech Holdings, Inc., TeleTech Customer Care Management (Colorado),
       Inc., Boston Communications Group, Inc., Cellular Express, Inc. and
       Wireless TeleServices Corp.
  
  99.1 Press release issued by Boston  Communications  Group, Inc. on
       November 8, 2000.
  
  
  <PAGE>
  
  
  
                                      SIGNATURE
  
  
           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.
  
  
  
                                  BOSTON COMMUNICATIONS GROUP, INC.
  
  
                                  By:__/s/  Karen A. Walker___________________
  
                                    Name:  Karen A. Walker
                                    Title:  Chief Financial Officer and Treasurer
  
  
  Date: November 21, 2000
  
  
  <PAGE>
  
  
  
  
  
                                    EXHIBIT INDEX
  
  
      Exhibit No.                               Description of Exhibits
             2.1      * Asset Purchase Agreement,  dated as of October 11, 2000 by
                      and among TeleTech  Holdings,  Inc.,  TeleTech Customer Care
                      Management  (Colorado),  Inc., Boston  Communications Group,
                      Inc., Cellular Express, Inc. and Wireless TeleServices Corp.
  
            99.1      Press release issued by Boston Communications Group, Inc. on
                      November 8, 2000.
  
  
  *  Confidential treatment requested as to certain portions,  which portions have
     been deleted and filed separately with Securities and Exchange Commission.
  
  
  <PAGE>
  
  
                                                                      Exhibit 2.1
  
            Confidential Materials omitted and filed separately with the
           Securities and Exchange Commission. Asterisks denote omissions.
  
  
  
  
  
  
  
                              ASSET PURCHASE AGREEMENT
                                    by and among
  
                               TeleTech Holdings, Inc.
  
                                         and
  
                 TeleTech Customer Care Management (Colorado), Inc.
  
  
                                         and
  
                          Boston Communications Group Inc.
  
                                         and
  
                               Cellular Express, Inc.
  
                                         and
  
                             Wireless TeleServices Corp.
  
  
  
                            Dated as of October 11, 2000
  
  
  
  <PAGE>
  
  
                              ASSET PURCHASE AGREEMENT
  
       ASSETPURCHASE AGREEMENT, dated as of October 11, 2000 (the "Agreement"), by
  and among TeleTech Holdings,  Inc., a Delaware corporation ("Parent"),  TeleTech
  Customer  Care  Management   (Colorado),   Inc.,  a  Colorado   corporation  and
  wholly-owned  subsidiary of Parent  ("Purchaser"),  Boston  Communications Group
  Inc.,  a  Massachusetts   corporation  ("BCGI"),   Cellular  Express,   Inc.,  a
  Massachusetts  corporation and wholly-owned  subsidiary of BCGI ("Cellular") and
  Wireless  TeleServices  Corp.,  a  Massachusetts  corporation  and  wholly-owned
  subsidiary  of BCGI  ("Wireless  TeleServices"  and together  with  Cellular the
  "Sellers").  Each of the Purchaser,  Parent, BCGI and the Sellers is referred to
  herein as a "Party" and collectively as the "Parties". RECITALS
  
           WHEREAS,   the  Sellers  are  engaged  in  the  business  of  providing
  teleservice  support  for  inbound  teleservices  needs  of the  subscribers  of
  wireless  communications  carriers in the United States (the "Business"),  which
  Business  is  referred to by the  Sellers as the  "Teleservices  Division"  (the
  "Division"); and
  
           WHEREAS,  subject  to  the  terms  and  conditions  contained  in  this
  Agreement,  the Sellers  intend to sell,  transfer and assign to Purchaser,  and
  Purchaser intends to purchase and acquire from the Sellers, substantially all of
  the assets of the Division, all on the terms set forth herein; and
  
           NOW THEREFORE, in consideration of the foregoing premises and for other
  good and valuable consideration, the receipt and sufficiency of which are hereby
  acknowledged, the Parties hereto agree as follows:
  
                                      ARTICLE I
                                DEFINITIONS AND TERMS
  
  Section 1.1 Certain Definitions.  As used in this Agreement, the following terms
       shall  have the  -------------------  meanings  set forth or as  referenced
       below:
  
           "Affiliate"  shall mean,  as to any Person (i) any other Person  which,
  directly or  indirectly,  is in control of, is controlled by, or is under common
  control with, such Person,  (ii) any  corporation or organization  (other than a
  Subsidiary  of such  Person) of which such  Person is an  officer,  director  or
  partner or is,  directly or indirectly,  the beneficial  owner of 10% or more of
  any class of equity  securities,  (iii) any trust or other  estate in which such
  Person has a substantial  beneficial  interest or as to which such Person serves
  as trustee or in a similar fiduciary  capacity,  and (iv) any relative or spouse
  of such Person,  or any  relative of such spouse,  who has the same home as such
  Person or who is a director  or officer of such  Person or any of its parents or
  Subsidiaries.  The term "control"  (including,  with correlative  meanings,  the
  terms  "controlled  by" and  "under  common  control  with"),  as applied to any
  Person,  means the  possession,  direct or  indirect,  of the power to direct or
  cause the  direction of the  management  and  policies of such  Person,  whether
  through the  ownership of voting  securities  or other  ownership  interest,  by
  contract or otherwise.
  <PAGE>
  
           "Agreement"  shall  have the  meaning  set  forth  in the  introductory
  paragraph of this Agreement.
  
           "Assets" shall have the meaning set forth in Section 2.1(a) hereof.
  
           "Assignment  and  Assumption  of  Contracts  Agreement"  shall have the
  meaning set forth in Section 7.2(g) hereof.
  
           "Assumed  Liabilities"  shall  have the  meaning  set forth in  Section
  2.1(c) hereof.
  
           "Balance  Sheet" shall mean the balance  sheet as of the Balance  Sheet
  Date included in the Division Financial Statements.
  
           "Balance Sheet Date" shall mean September 30, 2000.
  
           "BCGI" shall have the meaning set forth in the  introductory  paragraph
  of this Agreement.
  
           "Bill of Sale" shall mean such bills of sale to be entered  into by and
  between  Purchaser and each of the Sellers and BCGI on the Closing Date pursuant
  to which each of the  Sellers  and BCGI will  transfer  the Assets held by it to
  Purchaser  as  contemplated  by Section  2.1(a) of this  Agreement,  in form and
  substance  reasonably  satisfactory in each case to Purchaser and the applicable
  Seller or BCGI.
  
           "Business" shall have the meaning set forth in the Recitals hereof.
  
           "Business Day" shall mean any day other than a Saturday,  a Sunday or a
  day on which banks in Denver, Colorado and Boston,  Massachusetts are authorized
  or obligated by law or executive order to close.
  
           "Cellular"  shall  have  the  meaning  set  forth  in the  introductory
  paragraph of this Agreement.
  
           "Closing" shall have the meaning set forth in Section 3.2 hereof.
  
           "Closing Date" shall have the meaning set forth in Section 3.2 hereof.
  
           "Code" shall mean the Internal Revenue Code of 1986, as amended.
  
           "Computer  Programs"  shall  mean  (i) any and  all  computer  software
  programs, including all source and object code, (ii) databases and compilations,
  including any and all data and collections of data,  whether machine readable or
  otherwise,  (iii) all  descriptions,  flow-charts and other work product used to
  design,  plan, organize and develop any of the foregoing,  (iv) all domain names
  and  the  content  contained  on the  respective  Internet  site(s)  and (v) all
  documentation, including user manuals and training materials, relating to any of
  the foregoing.
  
           "Contracts" shall have the meaning set forth in Section 2.1(a) hereof.
  
           "Damages" shall have the meaning set forth in Section 8.2(a) hereof.
  <PAGE>
  
  
           "Division" shall have the meaning set forth in the Recitals hereof.
  
           "Division  Financial  Statements"  shall have the  meaning set forth in
  Section 4.6(e) hereof.
  
           "Earn-Out  Adjustment  Amount"  shall  have the  meaning  set  forth in
  Section 3.1(e) hereof.
  
           "Earn-Out  Payment"  shall have the meaning set forth in Section 3.1(c)
  hereof.
  
           "Employee  Benefit  Plan"  shall  mean  any (i)  nonqualified  deferred
  compensation  or retirement  plan or  arrangement  which is an Employee  Pension
  Benefit Plan, (ii) qualified defined contribution retirement plan or arrangement
  which is an Employee  Pension  Benefit Plan,  (iii)  qualified  defined  benefit
  retirement  plan or  arrangement  which  is an  Employee  Pension  Benefit  Plan
  (including  any  Multiemployer  Plan) or (iv) Employee  Welfare  Benefit Plan or
  material fringe benefit plan or program.
  
           "Employee  Pension  Benefit  Plan"  shall have the meaning set forth in
  Section 3(2) of ERISA.
  
           "Employee  Welfare  Benefit  Plan"  shall have the meaning set forth in
  Section 3(1) of ERISA.
  
            "Employment  Offer Letter" shall mean an Employment Offer Letter,  the
  form of which is attached hereto as Exhibit B.
  
            "ERISA"  shall mean the  Employee  Retirement  Income  Security Act of
  1974, as amended.
  
           "Excluded  Liabilities"  shall  have the  meaning  set forth in Section
  2.1(d) hereof.
  
           "Excluded  Assets"  shall have the  meaning  set forth in  Section  2.2
  hereof.
  
           "Financial  Statements"  shall  have the  meaning  set forth in Section
  4.6(a) hereof.
  
           "Governmental Authority" shall mean any national, federal, state, local
  or  foreign  judicial,   legislative,   executive  or  governmental   regulatory
  authority.
  
           "Hired Employees" shall mean William Lee, Raymond Smith and Sherry
            Leonard.
  
            "HSR Act" shall mean the Hart-Scott-Rodino  Antitrust Improvements Act
             of 1976, as amended,  and the rules and  regulations  promulgated
             thereunder.
  
           "Indebtedness"  of any  Person  at  any  date  shall  include  (i)  all
  indebtedness  of such Person for  borrowed  money or for the  deferred  purchase
  price of property or services (other than current trade liabilities  incurred in
  the  ordinary  course of  business  and  payable in  accordance  with  customary
  practices) and including earn-out or similar contingent  purchase amounts,  (ii)
  any other  indebtedness  of such  Person  which is  evidenced  by a note,  bond,
  debenture  or similar  instrument,  (iii) all  obligations  of such Person under
  capitalized   leases,  (iv)  all  obligations  of  such  Person  in  respect  of
  acceptances  issued  or  created  for  the  account  of  such  Person,  (v)  all
  <PAGE>
  
  
  liabilities secured by any Lien on any property owned by such Person even though
  such Person has not assumed or otherwise  become liable for the payment  thereof
  and (vi) all guarantees by such Person of obligations of others.
  
           "Instruments  of Transfer"  shall have the meaning set forth in Section
  2.1(b) hereof.
  
           "Intellectual  Property"  shall mean all  intellectual  property rights
  used in the  operation  of the Division as currently  conducted,  including  all
  patents  and  patent  applications,   trademarks,  trademark  registrations  and
  applications, service marks, service mark registrations and applications, logos,
  designs,  slogans and general  intangibles  of like  nature,  together  with all
  goodwill  related  to  the  foregoing,   trade  names,   copyrights,   copyright
  registrations and applications,  Computer Programs,  technology,  trade secrets,
  know-how, confidential confirmation, proprietary processes and formulae.
  
           "IRS" shall mean the Internal Revenue Service of the United States.
  
           "Knowledge"  means actual knowledge after reasonable due inquiry of any
  officer or director of the applicable Person.
  
           "Laws" shall mean any federal,  state,  foreign or local law,  statute,
  ordinance, rule, regulation, order, judgment or decree, administrative order, or
  administrative and judicial decision.
  
           "Liabilities" shall mean debts, liabilities,  commitments, obligations,
  duties  and  responsibilities  of any kind and  description,  whether  absolute,
  accrued,  contingent,  monetary or  nonmonetary,  direct or  indirect,  known or
  unknown, matured or unmatured or of any other nature.
  
           "Licenses" shall have the meaning set forth in Section 4.14(d) hereof.
  
           "Liens"  shall  mean any lien,  pledge,  mortgage,  security  interest,
  lease, charge,  option, right of first refusal,  easement,  servitude,  transfer
  restriction under any shareholder or similar agreement, or any other encumbrance
  of any nature whatsoever; except liens for taxes not yet due and payable.
  
           "Litigation"  shall mean any  litigation,  legal  action,  arbitration,
  proceeding,  material demand, material claim or investigation pending, or to the
  Knowledge of the Sellers or BCGI threatened, against, affecting or brought by or
  against  either of the Sellers or BCGI,  relating to the  Division or any of the
  Assets or Assumed Liabilities.
  
           "Marks" shall mean all trade names,  trademarks,  service marks,  brand
  names,  brand marks,  fictitious names or other  Intellectual  Property relating
  thereto.
  
           "Material  Adverse  Effect" shall mean, with respect to the same or any
  similar events, acts, conditions or occurrences,  whether individually or in the
  aggregate,  a material adverse effect on or a material adverse change in (i) the
  Assets  or  the  Assumed  Liabilities,  (ii)  any of  the  business,  prospects,
  condition  (financial or  otherwise),  operations,  assets or liabilities of the
  Division,  (iii) the  legality  or  enforceability  against  the Sellers of this
  <PAGE>
  
  Agreement  or (iv) the ability of each of the Sellers to perform its  respective
  obligations  and to  consummate  the  transactions  under  this  Agreement.  For
  purposes of clauses (i) and (ii) of this  definition  and without  limiting  the
  generality of the foregoing, an effect or change with respect to the same or any
  similar event(s),  act(s),  condition(s) or occurrence(s) individually or in the
  aggregate with respect to which the Sellers would reasonably be expected to have
  $100,000 in the aggregate or more in Damages  being  asserted  against,  imposed
  upon  or  sustained  by the  Assets  or  the  Division  taken  as a  whole  or a
  corresponding  increase in the Assumed  Liabilities shall constitute a "material
  adverse" effect or change.
  
           "Material  Contracts"  shall  have the  meaning  set  forth in  Section
  4.13(a) hereof.
  
           "Multiemployer  Plan" shall have the meaning set forth in Section 3(37)
  of ERISA.
  
           "New  Employees"  shall have the meaning  set forth in Section  6.10(a)
  hereof.
  
           "Nondelivered  Asset"  shall have the  meaning set forth in Section 2.3
  hereof.
  
           "Other Entity" shall have the meaning set forth in Section 4.2 hereof.
  
           "Parent" shall have the meaning set forth in the introductory paragraph
  of this Agreement.
  
           "Parties"  shall  have  the  meaning  set  forth  in  the  introductory
  paragraph of this Agreement.
  
           "Party" shall have the meaning set forth in the introductory  paragraph
  of this Agreement.
  
           "Permits"  shall  mean  as  to  any  Person,  all  licenses,   permits,
  franchises, orders, approvals,  concessions,  registrations,  authorizations and
  qualifications under any federal,  state, local or foreign laws with any and all
  Governmental  Authorities or with any and all industry or other non-governmental
  self-regulatory organizations that are issued to such Person.
  
           "Person"  shall  mean an  individual,  a  corporation,  a  partnership,
  limited  liability  company,  an  association,   a  trust  or  other  entity  or
  organization.
  
           "Preexisting  Business"  shall  mean  (a) any  agreement,  contract  or
  arrangement  existing as of the Closing Date for the  provision of  Teleservices
  Products and Services by Parent or its Affiliates; (b) Teleservices Products and
  Services business based upon outstanding or existing  proposals of Parent or its
  Affiliates as of the Closing Date, to wit: AT&T Fixed  Wireless  Division  (also
  known as, Digital Broadband) for provisioning,  customer care, sales and billing
  support;  Rogers Cantell Wireless  division  customer care;  BellSouth  Mobility
  provisioning and customer care;  Qwest Wireless  customer care and inbound sales
  and SBC Wireless  Hispanic  customer  care;  (c) any  Teleservices  Products and
  Services provided to Verizon  Communications,  or its successors and assigns, as
  deemed  by  Verizon  Communications  or  its  successor  and  assigns  to  be in
  substitution for Teleservices Products and Services currently provided by Parent
  or its Affiliates to Verizon's CLEC Division; and (d) any subsequent extensions,
  renewals,  modifications  and  amendments  related to the business  described in
  subparagraphs  (a), (b) and (c) above.  For the avoidance of doubt,  Preexisting
  <PAGE>
  
  Business shall not include any business  generated by Parent,  Purchaser and any
  of their Affiliates, based exclusively upon the opportunity introduced to Parent
  by  the  Sellers  relating  to  Verizon  Communication's  Great  Lakes  wireless
  communications business.
  
            "Prohibited  Transactions" shall mean any prohibited transaction under
  Section  4975 of the Code or  Section  406 or 407 of ERISA  with  respect to any
  Employee Benefit Plan.
  
           "Projections"  shall  have the  meaning  set  forth in  Section  4.6(c)
  hereof.
  
           "Purchase  Price"  shall have the meaning  set forth in Section  3.1(a)
  hereof.
  
           "Purchaser"  shall  have the  meaning  set  forth  in the  introductory
  paragraph of this Agreement.
  
           "Purchaser Indemnified Parties" shall mean Purchaser,  Parent and their
  successors, assigns, Affiliates and the agents and employees of any of them.
  
           "Qualifying Revenue" for calendar years 2001, 2002, 2003 and 2004 shall
  mean  the  difference  between  (i)  the  sum of (y) the  annual  gross  revenue
  recognized in accordance with US GAAP by Purchaser,  Parent and any Affiliate of
  Purchaser or Parent for the  respective  calendar  year derived  solely from the
  following  sources:  (A) those Contracts set forth on Attachments 1 and 2 to the
  Assignment and Assumption of Contracts  Agreement,  and any subsequent renewals,
  work  authorizations,  amendments  or  modifications  thereto  entered  into  by
  Purchaser, Parent and any Affiliate of Purchaser or Parent; (B) any extension of
  the existing relationships with the parties to the
  
  
  
  <PAGE>
  
  
                      Confidential Materials omitted and filed
                           separately with the Securities
                              and Exchange Commission.
                             Asterisks denote omissions.
  
  Contracts set forth on  Attachments 1 and 2 to the  Assignment and Assumption of
  Contracts  Agreement,  pursuant to new contracts or agreements for the provision
  of Teleservices Products and Services to wireless telecommunications carriers by
  Purchaser,  Parent and any  Affiliate  of  Purchaser  or Parent,  excluding  any
  revenue  derived from any Preexisting  Business;  (C) leads for the provision of
  Teleservices Products and Services to wireless teleservices  carriers,  (and any
  extension of the business  relationship  with those  parties,  provided that the
  agreements and arrangements  from such leads generate revenue of $1,000,000,  or
  more,  within the first  twelve (12) months after the  operational  date of such
  agreements  and  arrangements),  provided  by  BCGI  pursuant  to the  Strategic
  Relationship  Agreement  attached  hereto as Exhibit D, between BCGI and Parent,
  resulting in commissionable payments under the Strategic Relationship Agreement;
  and (D) leads for the provision of Teleservices Products and Services to parties
  unrelated to wireless teleservices Business,  excluding,  however, any renewals,
  amendments or modifications  thereto;  plus (z) any revenue actually received by
  Purchaser,  Parent or their Affiliates after June 15 of the respective  calendar
  year, which revenue was recognized in a previous  calendar year,  beginning with
  revenue recognized in calendar year 2001; and (ii) the amount of such recognized
  revenue described is subsection (y) above that has not been actually received by
  Parent,  Purchaser  or any of  their  Affiliates  on or  before  April  1 of the
  succeeding year.
  
           "Real  Property"  shall have the  meaning  set forth in Section  4.8(b)
  hereof.
  
            "Related  Agreements"  shall have the meaning set forth in Section 4.1
  hereof.
  
            "Resolution Period" shall have the meaning set forth in Section 8.4(c)
  hereof.
  
           "Revenue  Target"  shall  mean the  following  amounts  for each of the
  respective  calendar years: (i) $[**] for 2001; (ii) $[**] for 2002; (iii) $[**]
  for 2003; and (iv) $[**] for 2004.
  
           "Schedule"  and any references to specific items therein shall mean the
  disclosure schedule delivered by the Sellers to Purchaser contemporaneously with
  the execution of this Agreement.
  
           "Sellers"  shall  have  the  meaning  set  forth  in  the  introductory
  paragraph to this Agreement. Unless the context specifically provides otherwise,
  use of the term "Sellers"  herein shall mean either of the Sellers  individually
  and both of the Sellers collectively.
  
           "Sellers'  401(k)  Plan"  shall have the  meaning  set forth in Section
  6.10(b) hereof.
  
           "Seller   Indemnified   Parties"  shall  mean  the  Sellers  and  their
  successors, assigns, Affiliates and the agents and employees of any of them.
  
           "Sellers'  Welfare  Plans"  shall have the meaning set forth in Section
  6.10(a) hereof.
  
           "Software"  means  computer  software,  programs  and  databases of the
  Division in any form, including Internet web sites, web site content,  member or
  user lists and  information  associated  therewith and links,  object code,  run
  <PAGE>
  
  time, build time, protocols, operating systems and specifications,  files, data,
  databases,  database management code, utilities, user interfaces, menus, images,
  icons,  forms,  objects,   screens,  report  formats,   templates,   methods  of
  processing, software engines, platforms, data formats, encryption keys and other
  security  features,  all  versions,  updates,  corrections,   enhancements,  and
  modifications  thereof,  and all  related  documentation,  developer  and design
  notes, comments and annotations.
  
           "Statement  of  Revenue"  shall have the  meaning  set forth in Section
  3.1(h) hereof.
  
           "Subsidiary" shall mean, with respect to any Person, any corporation or
  other organization, whether incorporated or unincorporated, of which such Person
  or any other  subsidiary  of such  person  beneficially  owns a majority  of the
  voting or equity interests.
  
           "Tax Law" shall mean any Law relating to Taxes.
  
           "Tax Return" shall mean any return, report, information return or other
  document  (including  any related or  supporting  information)  with  respect to
  Taxes.
  
           "Taxes" shall mean all taxes, charges, fees, duties, levies,  penalties
  or other assessments  imposed by any Governmental  Authority,  including income,
  gross receipts,  excise,  property,  sales,  gain, use, license,  capital stock,
  transfer,  franchise,  payroll,  withholding,  social  security or other  taxes,
  including any interest, penalties or additions attributable thereto.
  
           "Teleservices Products and Services" shall mean customer care solutions
  for third parties from basic  customer  assistance to full 24x7  duplication  of
  customer  care  environments.  In  addition,  services  include  implementation,
  training and consulting with respect to customer care solutions.
  
           "Treasury   Regulations"  shall  mean  the  United  States  Income  Tax
  Regulations, including Temporary Regulations, promulgated under the Code, as the
  same  may be  amended  hereafter  from  time  to time  (including  corresponding
  provisions of succeeding U.S. Income Tax Regulations).
  
           "US  GAAP"  means  the  United  States  generally  accepted  accounting
  principles.
  
           Section 1.2 Terms Generally. The definitions in Section 1.1 shall apply
  equally to both the singular and plural forms of the terms defined. Whenever the
  context may require,  any pronoun  shall  include the  corresponding  masculine,
  feminine and neuter forms. The words "include," "includes" and "including" shall
  be deemed to be followed by the phrase "without limitation" even if not followed
  actually by such phrase unless the context expressly provides otherwise.  Unless
  otherwise expressly defined,  terms defined in the Agreement shall have the same
  meanings  when used in any Exhibit or Schedule and terms  defined in any Exhibit
  or Schedule  shall have the same  meanings  when used in the Agreement or in any
  other  Exhibit  or  Schedule.   The  words  "herein,"   "hereof,"  "hereto"  and
  "hereunder" and other words of similar import refer to this Agreement as a whole
  and  not to any  particular  provision  of  this  Agreement.  The  phrase  "made
  available" in this  Agreement  shall mean that the  information  referred to has
  been made  available  by the Party in  question.  The phrases  "the date of this
  Agreement,"  "the date hereof," and terms of similar import,  unless the context
  otherwise  requires,  shall be  deemed  to  refer  to the date set  forth in the
  introductory paragraph of this Agreement. References to "dollars" or "$" in this
  <PAGE>
  
  Agreement  shall  mean  United  States  dollars  unless  the  context   provides
  otherwise.
  
                                     ARTICLE II
                        ACQUISITION AND DISPOSITION OF ASSETS
  
           Section 2.1       Purchase and Sale of Assets
  
                    (a) Upon the  terms  and  subject  to the  conditions  of this
  Agreement,  at the  Closing  the  Sellers  and BCGI will sell,  convey,  assign,
  transfer and deliver to Purchaser,  and Purchaser will purchase and pay for, all
  of the Sellers' and BCGI's right, title and interest in and to all of the assets
  listed on  Schedule  2.1(a),  which  consist of all of the  properties,  assets,
  claims, contracts, Intellectual Property and businesses of every kind, character
  and  description,  whether  tangible or  intangible,  whether real,  personal or
  mixed, whether accrued,  contingent or otherwise,  and wherever located, used in
  the operation of and  constituting  the Division  (collectively  the  "Assets"),
  except the Excluded Assets including, without limitation, the following:
  
                      (i)  all  Intellectual  Property of the  Division  listed on
                           Schedule 2.1(a)(i);
  
                      (ii) all contracts,  agreements,  contract  rights,  license
                           agreements,  purchase and sales orders,  quotations and
                           other  executory  commitments  of each  Seller and BCGI
                           entered into in  connection  with the  operation of the
                           Division    listed   on   Schedule    2.1(a)(ii)   (the
                           "Contracts");
  
                      (iii)all Computer  Programs,  computer equipment and related
                           software and software  licenses,  office  equipment and
                           other  personal  property  of the  Division  listed  on
                           Schedule 2.1(a)(iii);
  
                      (iv) all  books of  account,  customer  and  supplier  lists
                           including  addresses,   drawings,   files,  papers  and
                           records of or relating to the Division;
  
                      (v)  all  deposits,  advance  payments,  prepaid  items  and
                           expenses,   deferred  charges,  rights  of  offset  and
                           credits and claims for refund of the Division listed on
                           Schedule 2.1(a)(v);
  
                      (vi) all claims,  rights and causes in action  against third
                           parties and all rights to insurance  proceeds  relating
                           to any damage, destruction or impairment of the Assets;
  
                      (vii)subject  to  the  receipt  of  necessary   consents  or
                           approvals  to  transfer  pursuant  to the  transactions
                           contemplated in this Agreement, all licenses,  permits,
                           consents   and    certificates   of   any   regulatory,
                           administrative  or other  governmental  agency  or body
                           issued  to or  held  by each  Seller  necessary  to the
                           conduct of the business of the Division;
  
                      (viii) all fixed assets and inventory of the Division;
  
  <PAGE>
  
                      (ix) the leasehold interests list on Schedule 2.1(a)(ix) and
                           all of the Sellers'  rights in  leasehold  improvements
                           related thereto;
  
                      (x)  all goodwill,  if any,  associated  with the Assets and
                           the Division; and
  
                      (xi) all other  miscellaneous  items  set forth on  Schedule
                           2.1(a)(xi).
  
            (b) The sale,  conveyance,  assignment,  transfer  and delivery of the
            Assets will be  effected  by  delivery  by the Sellers  and/or BCGI to
            Purchaser of (i) the Bill of Sale,  (ii) the Assignment and Assumption
            of  Contracts  Agreement  and (iii)  such  other  good and  sufficient
            instruments of conveyance,  transfer and assignment (together with the
            Bill of Sale and the Assignment and Assumption of Contracts Agreement,
            the  "Instruments  of  Transfer")  as  shall be  necessary  to vest in
            Purchaser full right, title and interest in and to the Assets.
  
            (c) Upon the terms and subject to the  conditions  of this  Agreement,
            including  but not  limited  to the  exceptions  set forth in  Section
            2.1(d),  at the  Closing  Purchaser  will (i) assume and agree to pay,
            perform and discharge as and when due the  liabilities and obligations
            of the Sellers or BCGI listed in  Schedule  2.1(c)(1)  and (ii) assume
            and  agree  to  perform  and  discharge  all  of the  liabilities  and
            obligations under the agreements listed on Schedule  2.1(c)(2),  which
            relate to the Division and are to be performed on or after the Closing
            Date (collectively,  the "Assumed Liabilities"). The assumption of the
            Assumed  Liabilities  by  Purchaser  will be  effected  by delivery by
            Purchaser  to  the  Sellers  of  the  duly  executed   Assignment  and
            Assumption of Contracts Agreement.
  
            (d)  Except  for  the  Assumed  Liabilities  and as  may be  expressly
            provided for in this Agreement, Purchaser shall not assume and neither
            the Sellers,  BCGI nor their  Affiliates shall assign to Purchaser and
            the  Sellers,  BCGI and their  Affiliates,  as is  appropriate,  shall
            remain  liable for, any liability or  obligation,  direct or indirect,
            absolute  or  contingent,  of the  Sellers,  BCGI  or any  Subsidiary,
            division,  associate  or  Affiliate  of the  Sellers,  BCGI  or of any
            Person,  relating to (i) Taxes with respect to or  attributable to the
            Assets  for  all  taxable  periods  through  the  Closing  Date or the
            properties,  business  or  operations  of  the  Sellers,  BCGI  or any
            Subsidiary,  division,  associate  or Affiliate of the Sellers or BCGI
            and Taxes of the Sellers or BCGI with  respect to or  attributable  to
            the   transactions   contemplated   hereby  or  otherwise,   (ii)  any
            liabilities  associated  with the  Excluded  Assets,  (iii)  any other
            liabilities  of the Sellers or BCGI not listed on  Schedule  2.1(c)(1)
            including,  without limitation,  any other Indebtedness of the Sellers
            or BCGI and all  noncompete  payments,  change  of  control  payments,
            outstanding  severance  payments,  liabilities  related to the Assets,
            loans  to  or  from  officers  or  shareholders,  amounts  related  to
            intercompany  balances and obligations  related to prior acquisitions,
            of the Sellers or BCGI and (iv) any other  liabilities  or obligations
            of the Sellers,  BCGI or their  Affiliates  not  expressly  assumed by
            Purchaser  (subsections (i) through (iv)  collectively  referred to as
            the "Excluded Liabilities").
  
           Section 2.2 Excluded  Assets The Assets shall not include any assets of
  the  Sellers or BCGI set forth on  Schedule  2.2  (collectively,  the  "Excluded
  Assets"), including without limitation all accounts receivable, cash and any tax
  refunds  of the  Sellers  for  operations  of the  Division  on or  prior to the
  Closing,  all of the  Sellers'  and BCGI's  right,  title and interest in and to
  which shall be retained by the Sellers or BCGI, as applicable.
  <PAGE>
  
           Section  2.3  Nondelivered   Assets.   Notwithstanding   anything  else
  contained in this Agreement,  in the event that an Asset is not delivered by the
  Sellers or BCGI to Purchaser at Closing (a "Nondelivered Asset"), the Sellers or
  BCGI shall  deliver  such Asset to Purchaser as soon as the Sellers or BCGI have
  actual knowledge of the existence of such Nondelivered Asset; provided, however,
  that if any equipment listed on Schedule 2.3 shall remain on the premises of the
  Sellers or BCGI thirty (30) days after the Closing,  then Purchaser shall pay to
  the Sellers the sum of $1,000.00 per month until  Purchaser gives written notice
  to the Sellers  that  Purchaser no longer  requires  the use of such  equipment,
  which  shall not be more than  twelve (12) months  following  the  Closing.  Any
  equipment  left on the  premises  for more than  twelve  (12)  months  after the
  Closing  may be  disposed of by the  Sellers.  Purchaser  shall pay the costs of
  maintenance of such equipment while on the premises of the Sellers and the costs
  of disposal of such equipment. Purchaser shall insure the equipment against loss
  at its own  expense.  If  Purchaser  desires  to have the  equipment  shipped to
  another  location,  it shall  give  prior  written  notice to the  Sellers,  and
  Purchaser shall arrange to have the equipment moved at its expense.
  
           Section 2.4 No Assignment If Breach. Notwithstanding anything contained
  in this  Agreement to the  contrary,  this  Agreement  shall not  constitute  an
  agreement to assign any of the Assets, or to assume any Assumed Liabilities,  if
  the  attempted  assignment or assumption of the same, as a result of the absence
  of the consent or authorization  of a third party,  would constitute a breach or
  default under any lease,
  
  agreement,  encumbrance  or commitment or would in any way adversely  affect the
  rights, or increase the obligations,  of any Party with respect thereto or would
  otherwise  affect the  ability of the  Purchaser  to receive  the benefit of the
  Assets. If any such consent or authorization is not obtained, or if an attempted
  assignment or assumption  would be  ineffective  or would  adversely  affect the
  rights or benefits or increase the  obligations of Purchaser with respect to any
  such Assets or Assumed Liabilities, as appropriate, then the Parties shall enter
  into such reasonable  cooperative  arrangements  (including  without  limitation
  sublease, agency, partial closing, management, indemnity or payment arrangements
  and  enforcement  at the cost and for the  benefit of  Purchaser  of any and all
  rights of the Sellers  against an involved  third  party) to provide the Parties
  with  such  benefits  and   obligations  as  most  closely   approximate   those
  contemplated by this Agreement.
  
  
                                     ARTICLE III
                                PAYMENT AND DELIVERY
  
           Section 3.1       Purchase Price; Allocation; Earn-Out
  
           (a) Purchase  Price and Payment.  The total  purchase  price under this
  Agreement shall be the sum of FIFTEEN MILLION DOLLARS ($15,000,000.00), less the
  amount of the Assumed  Liabilities  described on Schedule  2.1(c) (the "Purchase
  Price").   On  the  Closing  Date,   Purchaser  will  (i)  deliver  to  Wireless
  TeleServices the Purchase Price payable to Wireless  TeleServices in immediately
  available  United States funds by wire transfer in accordance with the terms and
  provisions set forth herein and (ii) assume the Assumed Liabilities.
  <PAGE>
  
           (b) Allocation of Consideration.  The aggregate  consideration  paid by
  Purchaser to Wireless  TeleServices  pursuant to Section 3.1(a) hereof, shall be
  allocated among the Assets as set forth on Exhibit A attached hereto.  Exhibit A
  shall also set forth the specific Seller and Purchaser of the Assets for which a
  portion of the Purchase Price is being allocated  thereunder.  The allocation of
  the Purchase  Price was bargained and negotiated for and each Party hereto shall
  file all Tax  Returns  (including  Form 8594 which has been  agreed  upon by the
  Purchaser  and the  Sellers) in a manner  consistent  with Exhibit A. As soon as
  reasonably  practicable,  Purchaser  will  propose a  preliminary  Form 8594 and
  submit such Form 8594 for Sellers' review and concurrence.
  
  
  
  <PAGE>
  
  
      Confidential                                 Materials   omitted  and  filed
                                                   separately  with the Securities
                                                   and    Exchange     Commission.
                                                   Asterisks denote omissions.
  
  
           (c) Earn-Out Payment. If the Qualifying Revenue for calendar year 2001,
  2002,  2003 or 2004  equals or exceeds  the  respective  Revenue  Target for the
  applicable year, subject to Section 8.4 hereof, Purchaser or Parent shall pay to
  Wireless TeleServices,  in cash in immediately payable funds pursuant to Section
  3.1(h)  hereof,  an amount equal to $[**](the  "Earn-Out  Payment")  (subject to
  adjustment  pursuant to Section 3.1(d) below). No Earn-Out Payment may be earned
  for revenues recognized after December 31, 2004.
  
           (d) Earn-Out  Payment  Adjustment.  The Earn-Out  Payment to be paid by
  Purchaser or Parent with respect to any applicable  year shall be adjusted up or
  down based on the Qualifying Revenue applicable for such year as a percentage of
  the  applicable  Revenue  Target for such year in accordance  with the following
  schedule:
  
                    (i) if Qualifying Revenue is equal to or greater than [**]% of
           the  applicable  Revenue  Target but less than [**]% of the  applicable
           Revenue Target, Wireless TeleServices shall be entitled to receive[**]%
           of the Earn-Out Payment;
  
                    (ii) if  Qualifying  Revenue is equal to or greater than [**]%
           of the applicable  Revenue Target but less than [**]% of the applicable
           Revenue  Target,  Wireless  TeleServices  shall be  entitled to receive
           [**]% of the Earn-Out Payment;
  
                    (iii) if Qualifying  Revenue is equal to or greater than [**]%
           of the applicable  Revenue Target but less than [**]% of the applicable
           Revenue  Target,  Wireless  TeleServices  shall be  entitled to receive
           [**]% of the Earn-Out Payment;
  
                    (iv) if  Qualifying  Revenue is equal to or greater than [**]%
           of the applicable  Revenue Target but less than [**]% of the applicable
           Revenue  Target,  Wireless  TeleServices  shall be  entitled to receive
           [**]% of the Earn-Out Payment;
  
                    (v) if Qualifying Revenue is equal to or greater than [**]% of
           the  applicable  Revenue  Target but less than [**]% of the  applicable
           Revenue Target, Wireless TeleServices shall be entitled to receive * of
           the Earn-Out Payment ;
  
                    (vi) if  Qualifying  Revenue is equal to or greater than [**]%
           of the applicable  Revenue Target but less than [**]% of the applicable
           Revenue  Target,  Wireless  TeleServices  shall be  entitled to receive
           [**]% of the Earn-Out Payment;
  
  
  
  <PAGE>
  
  
                      Confidential Materials omitted and filed
                           separately with the Securities
                              and Exchange Commission.
                             Asterisks denote omissions.
  
  
                    (vii) if Qualifying  Revenue is equal to or greater than [**]%
           of the applicable  Revenue Target but less than [**]% of the applicable
           Revenue  Target,  Wireless  TeleServices  shall be  entitled to receive
           [**]% of the Earn-Out Payment;
  
                    (viii) if Qualifying Revenue is equal to or greater than [**]%
           of the applicable  Revenue Target but less than [**]% of the applicable
           Revenue  Target,  Wireless  TeleServices  shall be  entitled to receive
           [**]% of the Earn-Out Payment;
  
                    (ix) if  Qualifying  Revenue is equal to or greater than [**]%
           of the applicable  Revenue Target but less than [**]% of the applicable
           Revenue  Target,  Wireless  TeleServices  shall be  entitled to receive
           [**]% of the Earn-Out Payment;
  
                    (x) if Qualifying Revenue is equal to or greater than [**]% of
           the  applicable  Revenue  Target but less than [**]% of the  applicable
           Revenue  Target,  Wireless  TeleServices  shall be  entitled to receive
           [**]% of the Earn-Out Payment;
  
                    (xi) if  Qualifying  Revenue is equal to or greater than [**]%
           of the applicable  Revenue Target but less than [**]% of the applicable
           Revenue Target, Wireless TeleServices shall be entitled to receive[**]%
           of the Earn-Out Payment;
  
                    (xii) if Qualifying  Revenue is equal to or greater than [**]%
           of the applicable  Revenue Target but less than [**]% of the applicable
           Revenue  Target,  Wireless  TeleServices  shall be  entitled to receive
           [**]% of the Earn-Out Payment; and
  
                    (xiii) if Qualifying Revenue is equal to or greater than [**]%
           of the  applicable  Revenue  Target,  Wireless  TeleServices  shall  be
           entitled to receive [**]% of the Earn-Out Payment.
  
  Wireless  TeleServices  is not entitled to receive the  Earn-Out  Payment in any
  year in which  Qualifying  Revenue is less than [**]% of the applicable  Revenue
  Target for such year.
  
           (e)  Earn-Out  Recalculation.  In  the  event  that  either  Parent  or
  Purchaser collects any revenue after April 1st and on or before June 15th of the
  calendar year  following the calendar year in which such revenue was  recognized
  in  accordance  with US GAAP,  Qualifying  Revenue  for such prior year shall be
  recalculated   to  include  such   collected   revenue.   If,  based  upon  such
  recalculation,  Wireless  TeleServices  would have been  entitled to an Earn-Out
  Payment for such calendar year or a greater  Earn-Out  Payment than was actually
  earned for such calendar year, Purchaser shall pay to Wireless  TeleServices the
  positive  difference  between  the  adjusted  Earn-Out  Payment  based  upon the
  recalculation  of  Qualifying  Revenue  less  the  Earn-Out  Payment,   if  any,
  originally  earned by Wireless  TeleServices  pursuant to Section  3.1(c)  (such
  difference being the "Earn-Out Adustment  Amount").  The Purchaser shall pay any
  Earn-Out  Adjustment Amount in cash in immediately  available funds on or before
  June 30 of the  applicable  year. No adjustment  pursuant to this Section 3.1(e)
  shall be made for any revenue collected after June 15, 2005.
  <PAGE>
  
           (f) Limitations on Earn-Out Payments.  Notwithstanding  the obligations
  of Purchaser under Sections 3.1(c) and 3.1(d) to pay the Earn-Out  Payments upon
  the  attainment  of the  Revenue  Targets  and under  Section  3.1(e) to pay the
  Earn-Out  Adjustment  Amounts,  in no event shall the  aggregate of all Earn-Out
  Payments and Earn-Out Adjustment Amounts earned exceed $20,000,000. At such time
  as the Sellers have earned  Earn-Out  Payments and Earn-Out  Adjustment  Amounts
  equal to  $20,000,000.,  the  provisions of Sections  3.1(c),  3.1(d) and 3.1(e)
  shall be of no further force and effect.
  
           (g) Earn-Out Guaranty. Parent, by its execution of this Agreement, does
  hereby  guarantee  the payment of any and all  Earn-Out  Payments  and  Earn-Out
  Adjustment  Amounts  payable  under the terms  hereof.  Subject to  Section  8.4
  hereof,  if Purchaser fails to pay any Earn-Out  Payment or Earn-Out  Adjustment
  Amount due hereunder, Parent will make such payment.
  
           (h) Payment  and Audit  Rights.  Purchaser  and Parent  shall  maintain
  records  of  Qualifying  Revenue  under  the terms of this  Agreement.  All such
  records shall be maintained in accordance with recognized  accounting practices.
  For each of the calendar  years ended 2001,  2002,  2003 and 2004,  Parent shall
  prepare and deliver,  or cause to be  delivered,  to BCGI at a  reasonable  time
  after the  determination  of  Qualifying  Revenue  for each such year (but in no
  event later than April 5 of the applicable  calendar year), a certificate of the
  Parent's Chief Financial Officer stating the determination of Qualifying Revenue
  for such calendar year, which statement shall in reasonable detail set forth the
  basis for such  determination  (the "Statement of Revenue").  Unless there is an
  objection to the Statement of Revenue as provided  below,  any Earn-Out  Payment
  due hereunder  shall be paid no later than fifteen (15) days following  delivery
  to BCGI of the Statement of Revenue. Within ten (10) days following the delivery
  of the  Statement  of  Revenue  by  Parent  to BCGI,  BCGI may  provide  written
  objection  to  Parent  of the  calculation  of  Qualifying  Revenue.  If BCGI so
  objects,  the Parties shall attempt to resolve such dispute by  negotiation.  If
  the Parties are unable to resolve  such dispute  within  twenty (20) days of any
  objection by BCGI, the Parties shall appoint one of the five largest independent
  certified public  accountants,  as shall be mutually  agreed,  who shall, at the
  Sellers' and  Purchaser's  joint  expense,  review the  Statement of Revenue and
  determine the amount of Qualifying Revenue.  The finding of such accounting firm
  shall be binding on the Parties. The Sellers shall have the right to examine and
  audit,  at their own cost and expense,  the records of Purchaser  upon which the
  Statement  of Revenue  has been  prepared,  during  normal  business  hours upon
  reasonable advance written notice.
  
           Section  3.2  Closing.  Subject to the terms of Article VII and Section
  2.3 hereof,  the sale,  conveyance,  assignment,  transfer  and  delivery of the
  Assets by the Sellers and payment of the Purchase  Price and  assumption  of the
  Assumed  Liabilities by Purchaser  (hereinafter called the "Closing") shall take
  place on or before  December 31, 2000 at the offices of Hogan & Hartson  L.L.P.,
  1200 17th Street,  Suite 1500,  Denver,  Colorado  80202, or on such other date,
  time and place as may be mutually agreed upon by the Parties hereto. The date on
  which  the  Closing  occurs  is  referred  to  herein  as  the  "Closing  Date."
  Notwithstanding  the foregoing or any other  provision of this  Agreement to the
  contrary,  the  Parties  hereto  agree  that  the  closing  of the  transactions
  contemplated herein shall be deemed to take effect at 12:01 A.M. (Mountain Time)
  on the Closing Date.
  
          Section 3.3  Deliveries  by the Sellers.  At the  Closing,
  the Sellers and BCGI shall deliver or cause to be delivered to Purchaser:
  
  <PAGE>
  
            (a)  A duly executed  Bill of Sale relating to the Assets  referred to
                 in Section 2.1 hereof;
  
            (b)  Such other good and  sufficient  Instruments of Transfer as shall
                 be necessary to vest in Purchaser  all of the Sellers' and BCGI's
                 title to the Assets free and clear of all Liens;
  
            (c)  The certificate referred to in Section 7.2(d) hereof;
  
            (d)  Copies of all consents, approvals, authorizations, agreements and
                 other documentation required pursuant to Section 7.2 hereof;
  
            (e)  Strategic  Relationship  Agreement  duly  executed by BCGI in the
                 form attached hereto as Exhibit  D;
  
  
  
            (f)  Employment Offer Letters, duly executed by the Hired Employees;
  
            (g)  CCST License and  Maintenance  Agreements,  duly  executed by the
                 Sellers and BCGI in the forms attached hereto as Exhibit F.
  
            (h)  Assignment and Assumption of Contracts  Agreement,  duly executed
                 by the Sellers and BCGI in the form attached hereto as Exhibit E.
  
            (i)  Unanimous  written  consents and approvals of this  Agreement and
                 all actions contemplated hereby by the Boards of Directors of the
                 Sellers and BCGI and the shareholders of the Sellers;
  
            (j)  Legal  opinion  of Ropes & Gray in the form  attached  hereto  as
                 Exhibit C; and
  
  
            (k)  Such  other  documents,   instruments  and  writings   reasonably
                 requested by
  
            Purchaser at or prior to the Closing.  Purchaser  will  thereupon take
                 actual   possession   of  the  Assets  and  assume  the   Assumed
                 Liabilities.
  
            Section 3.4 Deliveries by Purchaser.  At the Closing,  Purchaser shall
                 deliver to the Sellers ----------------------- and/or BCGI:
  
            (a)  The Purchase Price payable in immediately available United States
                 funds  by  wire  transfer  to such  account  or  accounts  as are
                 designated by the Sellers;
  
            (b)  A duly executed  Assignment and Assumption of Contracts Agreement
                 relating  to the  Assumed  Liabilities,  referred  to in  Section
                 2.1(c) hereof;
  
            (c)  The certificate referred to in Section 7.3(c) hereof;
  
            (d)  Employment Offer Letters with respect to the Hired Employees; and
  
            (e)  Such  other   documents,   instruments  and  writing   reasonably
                 requested by the Sellers at or prior to the Closing.
  
                                     ARTICLE IV
  <PAGE>
  
  
                   REPRESENTATIONS AND WARRANTIES OF THE SELLERS
  
           The following  representations and warranties are made to Purchaser and
  Parent jointly and severally by the Sellers and BCGI:
  
           Section 4.1  Authorization  and Validity.  Each of the Sellers and BCGI
  have full  corporate,  power and  authority  to enter into this  Agreement,  the
  Instruments  of Transfer and the Strategic  Relationship  Agreement and the CCST
  License and Maintenance  Agreements (the "Related  Agreements") and to carry out
  their  obligations  hereunder  and  thereunder.  The  execution,   delivery  and
  performance by each of the Sellers and BCGI of this  Agreement,  the Instruments
  of Transfer and the Related Agreements,  and the consummation by the Sellers and
  BCGI of the  transactions  contemplated  hereby and thereby,  have been duly and
  validly  authorized  by the boards of  directors of each of the Sellers and BCGI
  and the shareholders,  as applicable,  thereof and no other corporate proceeding
  on the part of the Sellers or BCGI, or the shareholders thereof, is necessary to
  authorize the execution and delivery by the Sellers and BCGI of this  Agreement,
  the Instruments of Transfer and the Related  Agreements,  or the consummation by
  the Sellers and BCGI of the transactions  contemplated  hereby or thereby.  This
  Agreement, the Instruments of Transfer and the Related Agreements have been duly
  and validly  executed and  delivered  by the Sellers and BCGI and,  assuming the
  same  constitute a valid and binding  obligation of any other Parties  hereto or
  thereto,  constitute  a valid and  binding  obligation  of the  Sellers and BCGI
  enforceable  against the Sellers and BCGI in accordance with their terms, except
  that (i) such enforcement may be subject to applicable bankruptcy, insolvency or
  other  similar laws,  now or hereafter in effect,  affecting  creditors'  rights
  generally and (ii) the remedy of specific  performance  and injunctive and other
  forms of  equitable  relief  may be  subject to  equitable  defenses  and to the
  discretion of the court before which any proceeding therefor may be brought.
  
           Section 4.2  Subsidiaries.  Schedule  4.2 sets forth the name,  form of
  organization,  jurisdiction  of  organization,   capitalization  and  percentage
  ownership  of any Person in which the  Sellers  directly or  indirectly  own any
  equity or other ownership interest (an "Other Entity") other than such interests
  that are Excluded Assets.  Except as set forth on Schedule 4.2, the Sellers have
  no Subsidiaries.  All outstanding shares of capital stock, partnership interests
  and other ownership interests of each Other Entity are owned beneficially and of
  record by the Sellers free and clear of any Liens, preemptive rights and similar
  rights. Except for the Other Entities, neither of the Sellers owns any equity or
  other ownership interests in any other Person.
  
           Section 4.3  Organization.  Each Seller and BCGI (i) is duly organized,
  validly  existing and in good standing in accordance  with the Laws of the state
  of its incorporation,  (ii) has full corporate power and authority to own all of
  its properties and assets, including the Assets, and to carry on its business as
  it is now being conducted and (iii) is duly qualified and in good standing to do
  business  in each  jurisdiction  in which  the  nature  of its  business  or the
  ownership  or leasing of its  properties  makes  such  qualification  necessary,
  except where the failure to be so qualified  could not reasonably be expected to
  have,  individually or in the aggregate,  a Material Adverse Effect. The Sellers
  have  delivered to Purchaser a complete and correct copy of the  certificate  of
  incorporation  and  bylaws  or  other  organizational  documents  of each of the
  Sellers. Such organizational  documents are in full force and effect and neither
  of the Sellers is in material violation of any provision of such  organizational
  documents.
  <PAGE>
  
           Section 4.4 No Conflict.  Except as set forth on Schedule 4.4,  neither
  the execution,  delivery or performance of this Agreement or the other documents
  and  instruments  to be executed and  delivered by the Sellers or BCGI  pursuant
  hereto,  nor  the  consummation  by the  Sellers  or  BCGI  of the  transactions
  contemplated  hereby or thereby,  nor compliance by the Sellers or BCGI with any
  of the  provisions  hereof or thereof,  will (i) conflict  with or result in any
  breach  of any  provision  of the  articles  of  incorporation  or bylaws of the
  Sellers  or BCGI,  (ii)  constitute  a change in control  under or  require  the
  consent  from or the giving  notice to a third  party,  result in a violation or
  breach of, or constitute (with or without due notice or lapse of time or both) a
  default (or give rise to any right of  termination,  amendment,  cancellation or
  acceleration)  under,  or  result  in the  creation  of any Lien upon any of the
  Assets  pursuant  to,  any  of  the  terms,  conditions  or  provisions  of  any
  contractual  obligation  of either of the  Sellers or BCGI,  (iii)  violate  any
  order, writ, injunction, decree, statute, rule or regulation of any Governmental
  Authority  applicable to the Sellers or BCGI or to which any of their properties
  or assets  (including  the Assets) may be bound or (iv) result in triggering any
  right of first  refusal or other right  under any  shareholder,  partnership  or
  joint  venture  agreement  to which  either of the  Sellers  or BCGI is a party,
  except in the case of clauses (ii), (iii) or (iv) for such violations,  breaches
  or defaults which would not,  individually or in the aggregate,  have a Material
  Adverse Effect.
  
           Section 4.5 Governmental Consents. Except for the filing and expiration
  of the  applicable  waiting  period  required  by the HSR  Act,  or the  earlier
  termination  thereof,  no consent,  order or authorization  of, or registration,
  declaration or filing with, any Governmental Authority is required in connection
  with  the  execution,   delivery  and  performance  of  this  Agreement  or  the
  consummation of the transactions contemplated hereby.
  
            Section  4.6  Financial   Statements;   No  Undisclosed   Liabilities;
                 Forecasts.
  
  
  (a)BCGI  has  made   available  to  Parent  and   Purchaser   the  (i)  audited,
     consolidated financial statements of BCGI for the fiscal years ended December
     31,  1997,  1998 and 1999,  and (ii) the  unaudited,  consolidated  financial
     statements  of BCGI  for the  six  (6)  month  period  ended  June  30,  2000
     (collectively,  the "Financial  Statements").  The Financial  Statements have
     been  prepared  in  accordance  with US GAAP  applied on a  consistent  basis
     throughout  the periods  indicated  (except as may be  indicated in the notes
     thereto)  and  each  fairly  presents  the  financial  position,  results  of
     operations and cash flows of BCGI as at the respective  dates thereof and for
     the respective  periods  indicated  therein except as otherwise noted therein
     (subject,  in the case of the unaudited  statements,  to normal and recurring
     year end  adjustments  that would not have a Material  Adverse  Effect).  The
     unaudited  financial  statements  of the  Division for the fiscal years ended
     December 31, 1997,  1998,  1999 and the nine (9) month period ended September
     30, 2000 (the "Division Financial Statements") are attached hereto as Exhibit
     4.6(a).  The Division  Financial  Statements have been prepared in accordance
     with US GAAP applied on a consistent  basis for the periods  indicated (other
     than the ommission of footnote disclosure thereto), and present fairly in all
     material respects the operations and financial  condition of the Division for
     the periods and as of the dates  indicated  (subject to normal and  recurring
     year-end adjustments which would not have a Material Adverse Effect).
                    (b) Neither the  Sellers  nor BCGI have any  Liabilities  that
  would be material to the business of the Division,  except for such  Liabilities
  as (i) are set  forth on  Schedule  4.6(b)  hereto,  (ii) are  reflected  on the
  <PAGE>
  
  Balance  Sheet or (iii) were  incurred  since  December  31, 1999 or the Balance
  Sheet Date (as  appropriate) in the ordinary course of business  consistent with
  past practice and which individually and in the aggregate have not had and could
  not reasonably be expected to have a Material Adverse Effect.
  
                    (c) The Sellers and BCGI have provided to Purchaser and Parent
  income  statement  forecasts and  projections  with respect to the Division (the
  "Projections"),  which are attached hereto as Schedule  4.6(c).  The Projections
  have been  prepared  in good  faith and are based upon  reasonable  assumptions;
  however,  the actual  results  may vary  materially  from the  Projections.  The
  Sellers  and BCGI are not aware of any  facts or other  information  that  could
  result in the Projections being materially inaccurate or untrue.
  
           Section   4.7  Absence  of  Certain   Changes  or  Events.   Except  as
  contemplated  herein or as set forth on Schedule  4.7,  since the Balance  Sheet
  Date,  (i) the Sellers and BCGI have conducted the business of the Division only
  in the ordinary  course and consistent  with past practice,  (ii) there have not
  been any  developments or events which have had or could  reasonably be expected
  to have,  individually or in the aggregate,  a Material Adverse Effect and (iii)
  neither the Sellers nor BCGI has taken any of the following actions:
  
  (a)(A) sold,  leased,  transferred or disposed of any Assets,  other than assets
     that individually or in the aggregate would not be material,  in either case,
     in the  ordinary  course of business  of the  Division  consistent  with past
     practice,  (B) incurred any Lien thereupon,  except for Liens incurred in the
     ordinary  course of business  consistent with past practice which Liens would
     not in the  aggregate be  material,  (C) acquired or leased any assets of the
     Division other than assets that individually or in the aggregate would not be
     material in the ordinary course of business  consistent with past practice or
     (D) entered into any  commitment or  transaction  with respect to (A), (B) or
     (C) above;
                    (b) (A) incurred,  assumed or refinanced any  Indebtedness  of
  the  Division or (B) made any loans,  advances or capital  contributions  to, or
  investments in, any Person binding upon the Division;
  
                    (c)  (A)  changed  any of the  accounting  or tax  principles,
  practices  or methods  used by the  Sellers,  except as  required  by changes in
  applicable Tax Laws or (B) changed reserve amounts or policies;
  
                    (d) made any change in the  compensation  payable or to become
  payable to any of the officers,  directors,  employees,  agents,  consultants or
  Persons  acting  in a similar  capacity  of the  Division  (other  than  general
  increases  in wages to  employees  who are not  officers or directors or Persons
  acting in a similar  capacity of the Division in the ordinary course  consistent
  with  past  practice),  or to  Persons  providing  management  services  to  the
  Division,  entered  into  or  amended  any  employment,  severance,  consulting,
  termination or other agreement or employee  benefit plan of the Division or made
  any loans to any of the Division's  officers,  directors,  employees,  agents or
  consultants  or Persons  acting in a similar  capacity or made any change in its
  existing  borrowing  or  lending  arrangements  for or on  behalf of any of such
  Persons pursuant to an employee benefit plan or otherwise;
  
                    (e) paid or made any accrual or arrangement for payment of any
  pension, retirement allowance or other employee benefit pursuant to any existing
  plan,  agreement or  arrangement  to any officer,  director,  employee or Person
  <PAGE>
  
  acting in a similar  capacity  of the  Division or paid or agreed to pay or made
  any accrual or arrangement for payment to any officers, directors,  employees or
  Persons acting in a similar capacity or Affiliates of the Division of any amount
  relating to unused  vacation  days,  except  payments and  accruals  made in the
  ordinary course of business consistent with past practice, and, from the Balance
  Sheet  Date,  adopted or paid,  granted,  issued,  accelerated  or  accrued  any
  deferred  salary or other  deferred  payments  or benefits  not in the  ordinary
  course of  business  consistent  with past  practice  pursuant  to any  pension,
  profit-sharing,  bonus, extra compensation,  incentive,  deferred  compensation,
  stock  purchase,  stock  option,  stock  appreciation  right,  group  insurance,
  severance  pay,  retirement  or  other  employee  benefit  plan,   agreement  or
  arrangement,  or any employment or consulting  agreement with or for the benefit
  of any director,  officer,  employee,  agent or consultant or Person acting in a
  similar  capacity of the  Division,  whether  past or  present,  or amend in any
  material  respect any such existing  plan,  agreement or arrangement in a manner
  consistent with the foregoing;
  
                    (f)      entered into any collective bargaining agreement;
  
                    (g) made any payments (other than regular compensation payable
  to  officers  and  employees  or  Persons  acting in a similar  capacity  of the
  Division in the  ordinary  course of business  consistent  with past  practice),
  loans,  advances  or other  distributions  to,  or enter  into any  transaction,
  agreement or arrangement with, the Division's  officers,  directors,  employees,
  agents,  consultants  or  Persons  acting in a similar  capacity,  stockholders,
  associates or family members;
  
                    (h)  made  or  authorized  any  capital  expenditures  for the
  Division,  except  in the  ordinary  course  of  business  consistent  with past
  practice not in excess of $10,000 individually or $25,000 in the aggregate;
  
                    (i)  incurred  any Taxes for the  Division,  except  in the
  ordinary  course of business  consistent  with past  practice;
  
                  (j) settled or compromised  any Tax liability or agreed to any
  adjustment of any Tax attribute or made any election with respect to Taxes of
  the Division;
  
                  (k)  failed  to duly  and  timely  file  any Tax  Return  with
  the  appropriate Governmental  Authorities  required to be filed by it in a true
  and complete and correct form or to timely pay all Taxes shown to be due
  thereon;
                  (l) (A) entered into, amended, renewed or terminated or waived
  any right  under,  any  Material  Contract of the  Division,  or,  except in the
  ordinary course of business  consistent with past practice,  any other agreement
  with  respect  to the  Division  or (B) taken  any  action or failed to take any
  action that, with or without either notice or lapse of time,  would constitute a
  material default under any Material Contract of the Division;
  
                    (m) (A) made  any  change  in its  working  capital  practices
  generally, including accelerating any collections of cash or accounts receivable
  or  deferring  payments or (B) failed to make timely  payments,  including  with
  respect to accounts  payable and liabilities  incurred in the ordinary course of
  business;
  <PAGE>
  
                    (n)  failed  to renew (at  levels  consistent  with  presently
  existing  levels),  terminated  or  amended  or  failed  to  perform  any of its
  obligations  or permitted  any material  default to exist or caused any material
  breach  under,  or entered into  (except for renewals in the ordinary  course of
  business  consistent  with past  practice),  any  material  policy of  insurance
  relating to the Assets;
  
                    (o)      disposed of or permitted to lapse any material
  Intellectual Property of the Division;or
  
                    (p) provided any  confidential  information of the Division to
  any Person, other than to Purchaser and Parent, except in the ordinary course of
  business  consistent  with past  practice or otherwise  pursuant to  appropriate
  confidentiality  agreements,  and except as  required by any Law,  any  existing
  agreements  set forth on  Schedule  4.14 or as may be  reasonably  necessary  to
  secure or protect intellectual or other property rights of any of the Sellers.
  
           Section 4.8       Property, Assets.
                             ----------------
  
                    (a)  The  Assets  constitute  all of the  properties,  assets,
  claims,  contracts,   Intellectual  Property,  and  businesses  of  every  kind,
  character  and  description,  whether  tangible  or  intangible,  whether  real,
  personal or mixed,  whether  accrued,  contingent  or  otherwise,  and  wherever
  located, used in the operation of and constituting the Division. The Sellers and
  BCGI own,  or  otherwise  have a valid  leasehold  (or  license,  in the case of
  off-the-shelf  software) interest providing  sufficient and legally  enforceable
  rights to use, all of the property and assets necessary or otherwise material to
  the conduct of the business of the Division.  The Sellers and BCGI have good and
  marketable  title to, a valid  leasehold  interest  in, or a license  to use all
  Assets  whether or not  reflected  on the Balance  Sheet or  acquired  since the
  Balance  Sheet Date,  free and clear of all Liens (other than Liens set forth in
  Schedule  4.8(a)  hereof),  other than  immaterial  assets disposed of since the
  Balance  Sheet Date in the  ordinary  course of  business  consistent  with past
  practice.  Such assets are  generally  in good  operating  condition  and repair
  (ordinary  wear and tear  excepted),  have been  maintained in  accordance  with
  reasonable  maintenance practices and are suitable for their present uses. Other
  than BCGI's equity ownership interests in each of the Sellers, BCGI does not own
  or otherwise  have any leasehold or license  interest in any property and assets
  necessary or otherwise material to the operation of the conduct of the Division.
  
                    (b)  Schedule  4.8(b)  contains  a list of all  real  property
  leased by the Sellers  ("Real  Property") in connection  with the conduct of the
  business of the Division. The Sellers have valid leasehold interests in the Real
  Property,  free and clear of all  Liens  except  for  defects  in  title,  Liens
  suffered  or  granted  by any  landlord,  or  Liens  which  do not and  will not
  materially  interfere  with the use of the Real  Property as  presently  used or
  intended  by the  Sellers  to be  used,  otherwise  materially  impair  business
  operations at such properties,  or materially detract from the value of the Real
  Property as  presently  used or intended by the Sellers to be used.  The current
  use of the Real  Property by the Sellers  does not  violate the  certificate  of
  occupancy  thereof or, to the  Knowledge  of the  Sellers,  any local  zoning or
  similar land use or other Laws.  None of the Sellers has received  notice of any
  pending  or  threatened  condemnation  proceeding,  or  of  any  sale  or  other
  disposition in lieu of condemnation, affecting any of the Real Property.
  <PAGE>
  
                    (c)  Schedule  4.8(c) sets forth as of  September  30, 2000, a
  complete and accurate  list of all  furniture,  equipment,  automobiles  and all
  other tangible personal property (including its net book value) owned by, in the
  possession  of, or used by the Sellers in  connection  with the  business of the
  Division.  Except for personal  property leases,  such personal  property is not
  held under any lease,  security agreement,  conditional sales contract, or other
  title  retention  or security  arrangement.  None of such  personal  property is
  located other than in the possession of the Sellers.
  
           Section 4.9       Litigation and Claims, Compliance with Laws.
                             -------------------------------------------
  
                    (a) Schedule  4.9(a) sets forth all  Litigation as of the date
  hereof,  including  the name of the  claimant,  the date of the  alleged  act or
  omission  and a  detailed  narrative  as to the  nature  of the  alleged  act or
  omission in  connection  with such  matters.  Neither the Sellers,  BCGI nor the
  Assets are subject to any order, consent decree, settlement or similar agreement
  with any Governmental Authority relating to the Division.  There is no judgment,
  injunction,   decree,   order  or  other   determination  of  an  arbitrator  or
  Governmental  Authority  specifically  applicable to BCGI, the Sellers or any of
  their  properties  or assets  relating to the  Division.  Except as disclosed on
  Schedule   4.9(a),   there  is  no  Litigation   relating  to  alleged  unlawful
  discrimination  or  sexual  harassment.  As of  the  date  hereof,  there  is no
  Litigation which seeks to prevent consummation of the transactions  contemplated
  hereby or which  seeks  material  damages in  connection  with the  transactions
  contemplated hereby.
  
                    (b) Except as set forth in Schedule  4.9(b),  BCGI and each of
  the  Sellers  have  complied  and are in  compliance  with all  Laws  (excluding
  Environmental  Laws)  applicable  to BCGI and the Sellers  and their  respective
  business.  Except as set forth in Schedule 4.9(b), BCGI and the Sellers hold all
  material licenses,  permits and other authorizations of Governmental Authorities
  necessary to conduct their respective  business as now being conducted or, under
  currently  applicable Laws, to continue to conduct their respective  business as
  now being conducted.  Except as set forth in Schedule 4.9(b), there is no intent
  to make any  changes in the  conduct of the  businesses  of BCGI or the  Sellers
  related to the  Division  that will result in or cause BCGI or the Sellers to be
  in noncompliance  with applicable Laws or that will require changes in or a loss
  of any such  licenses,  permits or other  authorizations  or an  increase in any
  expenses related thereto.  Such licenses,  permits and other  authorizations  as
  aforesaid  held by BCGI and the  Sellers are valid and in full force and effect,
  and there  are no (i)  actions  pending  or,  to the  Knowledge  of BCGI and the
  Sellers,  threatened or (ii) investigations pending or, to the Knowledge of BCGI
  and the Sellers, threatened that could result in the termination,  impairment or
  non-renewal thereof.
  
           Section 4.10 Taxes. The Sellers and BCGI have timely filed or caused to
  be filed with the appropriate federal, state and local Governmental  Authorities
  all Tax Returns required to be filed with respect to or attributable to BCGI and
  the  Sellers  and each such Tax  Return is true,  complete  and  correct  in all
  material respects.  All Taxes owed by BCGI and the Sellers (whether or not shown
  on any Tax Return ), except those which are not yet due and  payable,  have been
  paid. Neither BCGI nor the Sellers is currently the beneficiary of any extension
  of time within which to file any Tax Return.  All Taxes  required to be withheld
  by or with  respect  to BCGI and the  Sellers  have  been  timely  paid  or,  if
  applicable,  withheld and paid to the appropriate Governmental Authority.  There
  are no deficiencies or assessments of Taxes from any Governmental Authority with
  respect to or attributable  to BCGI or the Sellers.  There are no ongoing audits
  or examinations of any of the Tax Returns relating to or attributable to BCGI or
  <PAGE>
  
  the  Sellers  and  (v)  BCGI or the  Sellers  have  not  granted  any  requests,
  agreements,  consents or waivers to extend the statutory  period of  limitations
  applicable  to the  assessment of any Taxes with respect to or  attributable  to
  BCGI or the Sellers. No claim has ever been made by a Governmental  Authority in
  a  jurisdiction  where  either BCGI or the Sellers do not file Tax Returns  that
  either  BCGI  and  the  Sellers  are or may  be  subject  to  taxation  by  that
  jurisdiction.
  
           Section  4.11  Environmental  Matters.  The  Sellers  and BCGI to their
  Knowledge are in all material  respects in compliance with the provisions of all
  Laws relating to pollution, protection of the environment or occupational safety
  and health  applicable to them or to real property owned or leased by them or to
  the use, operation or occupancy  thereof.  The Sellers and BCGI have not engaged
  in any activity in material  violation  of any  provision of any Law relating to
  pollution,  protection of the environment or occupational safety and health. The
  Sellers and BCGI do not have any  material  liability,  absolute or  contingent,
  under any federal,  state or local law relating to pollution,  protection of the
  environment or occupational safety and health.
  
           Section 4.12      Material Contracts.
                             ------------------
  
                    (a)  Schedule  4.12 lists  (without  duplication)  each of the
  following  contracts and other  agreements  (or, in the case of oral  contracts,
  summaries  thereof) relating to the business of the Division to which any of the
  Sellers or BCGI is a party or by or to which the  Sellers,  BCGI or any of their
  assets or properties is bound or subject (such  contracts and  agreements  being
  "Material Contracts"):
  
                      (i)  any agreements  relating to franchise  operations,  and
                           agreements   with  or  relating  to  any  committee  or
                           organization  of,  or   representing,   franchisees  or
                           franchisors;
  
                      (ii) any  advertising,  market  research and other marketing
                           agreements;
  
                      (iii)any  employment  (other than standard  sales  associate
                           agreements  and oral  at-will  employment  agreements),
                           severance,   non-competition,   consulting   or   other
                           agreements  of any nature  (other than  standard  sales
                           associate   agreements  and  oral  at-will   employment
                           agreements)  with  any  current  director,  officer  or
                           employee of the Division;
  
                      (iv) any  agreements  restricting  the ability of any of the
                           Sellers or BCGI to incur Indebtedness;
  
                      (v)  any  agreements  relating  to the making of any loan or
                           advance by any of the Sellers or BCGI;
  
                      (vi) any agreements relating to Indebtedness,  interest rate
                           swap  or  hedging  arrangements,   sale  and  leaseback
                           transactions or other similar financing transactions;
  
                      (vii)any  agreements  providing for the  indemnification  by
                           any of the Sellers or BCGI of any Person,  except those
                           entered into in the ordinary  course of business  which
                           are not material to any of the Sellers or BCGI;
  
  <PAGE>
  
                      (viii) any agreements with any Governmental Authority;
  
                      (ix) any agreements  relating to the purchasing of goods by,
                           or the furnishing of services to, any of the Sellers or
                           BCGI (A) requiring  financial  commitments in excess of
                           $10,000 or (B) having a term which is greater  than six
                           months and which is not  terminable by the Seller party
                           thereto  or BCGI on less than 90 days'  notice  without
                           the payment of any termination fee or similar payment;
  
                      (x)  any contracts,  agreements and other  arrangements  for
                           the sale of assets or for the furnishing of services by
                           any of the  Sellers  or BCGI (A) with firm  commitments
                           having a value in excess  of  $10,000  or (B)  having a
                           term which is greater  than six months and which is not
                           terminable  by the Seller party thereto or BCGI on less
                           than  90  days'  notice  without  the  payment  of  any
                           termination fee or similar payment;
  
                      (xi) any  broker,  distributor,  dealer,  representative  or
                           agency (other than standard sales associate agreements)
                           agreements;
  
                      (xii)other   than   license   agreements   related   to  any
                           off-the-shelf  computer  software   applications,   any
                           agreements (including settlement  agreements) currently
                           in effect  pursuant to which any of the Sellers or BCGI
                           license the right to use any  Intellectual  Property to
                           any  Person  or  from  any  Person,  and  research  and
                           development agreements;
  
                      (xiii) other than  confidentiality  agreements  entered into
                           with Sellers' or BCGI's broker and potential  buyers of
                           the Division,  any  confidentiality  agreements entered
                           into by any of the  Sellers  or BCGI  during the period
                           commencing two years prior to the date hereof  pursuant
                           to which confidential  information has been provided to
                           a third party or by which either of the Sellers or BCGI
                           was  restricted  from  providing  information  to third
                           parties,  other than those  entered  into the  ordinary
                           course of business  relating to any of the  Sellers' or
                           BCGI's operations;
  
                      (xiv)any  shareholder,  voting  trust or similar  agreements
                           relating  to  either  of the  Sellers  or BCGI to which
                           either of the Sellers or BCGI is a party;
  
                      (xv) any leases of Real Property;
  
                      (xvi)any joint venture,  partnership or similar documents or
                           agreements;
  
                      (xvii) any agreements relating to the provision of mortgage,
                           escrow or title services or relating to the purchase of
                           property  pursuant  to any  guaranteed  sales  or other
                           similar programs;
  
                      (xviii) any  agreements  that  limit or purport to limit the
                           ability  of  either  of the  Sellers  or  BCGI  to own,
                           operation,  sell, transfer, pledge or otherwise dispose
                           of any assets; and
  
                      (xix)all other  agreements,  contracts  or  commitments  not
                           made in the  ordinary  course  of  business  which  are
                           material to either of the Sellers or BCGI.
  <PAGE>
  
                    (b) Each Material Contract is in full force and effect, and is
  legal,  valid,  binding on and enforceable  against the Seller party thereto and
  BCGI and the other  parties  thereto  except  that (i) such  enforcement  may be
  subject to the applicable  bankruptcy,  insolvency or other similar laws, now or
  hereafter in effect,  affecting  creditors' rights generally and (ii) the remedy
  of specific  performance and injunctive and other forms of equitable  relief may
  be subject to equitable defenses and to the discretion of the court before which
  any  proceeding  therefor may be brought.  Except as set forth on Schedule 4.12,
  upon  consummation of the  transactions  contemplated  by this  Agreement,  each
  Material  Contract  shall  remain in full force and effect  without  any loss of
  benefits  thereunder  and  without  the need to obtain the  consent of any party
  thereto  to the  transactions  contemplated  by this  Agreement.  Neither of the
  Sellers or BCGI is (and with the giving of notice or lapse of time would not be)
  in breach of, or default under,  any Material  Contract and, to the Knowledge of
  the Sellers and BCGI, no other party thereto is in breach of, or default  under,
  any Material Contract.  Neither of the Sellers nor BCGI has received any notice,
  whether oral or written,  that any Material Contract is not enforceable  against
  any party thereto,  that any Material  Contract has been  terminated  before the
  expiration  of its term or that any  party to a  Material  Contract  intends  to
  terminate such Material Contract prior to the termination date specified therein
  or does not intend to renew such  Material  Contract upon the  termination  date
  specified  therein,  or that any other party is in breach of, or default  under,
  any Material Contract. True and complete copies of all Material Contracts or, in
  the  case of oral  agreements,  if any,  written  summaries  thereof  have  been
  delivered or made available to Purchaser.
  
           Section 4.13      Intellectual Property.
                             ---------------------
  
                    (a) Each of the  Sellers  or BCGI is the  sole  and  exclusive
  owner of, or has the valid right to use the Intellectual  Property  necessary or
  otherwise  material to the conduct of the  business  of the  Division,  free and
  clear of all Liens.  Schedule  4.13(a) sets forth a complete  and accurate  list
  (including which Party is the owner or licensee  thereof) of all (i) patents and
  patent  applications  used or  useful in  connection  with the  business  of the
  Division,  (ii) trademark or service mark registrations and applications used or
  useful  in  connection  with  the  business  of the  Division,  (iii)  copyright
  registrations and applications used or useful in connection with the business of
  the  Division  and  (iv)  material  unregistered   copyrights,   service  marks,
  trademarks and trade names used or useful in connection with the business of the
  Division,  each as owned or licensed by any of the  Sellers.  One or more of the
  Sellers or BCGI  currently  is listed in the records of the  appropriate  United
  States or state  agency as the sole owner of record  for each owned  application
  and registration listed on Schedule 4.13(a).
  
                    (b) The registrations listed on Schedule 4.13(a) are valid and
  subsisting, in full force and effect in all material respects, and have not been
  canceled,  expired  or  abandoned.  There is no  pending,  existing,  or, to the
  Knowledge  of  the  Sellers  or  BCGI,  threatened,  opposition,   interference,
  cancellation  proceeding or other legal or  governmental  proceeding  before any
  court or registration  authority in any jurisdiction  against the  registrations
  listed on Schedule 4.13(a). There is no pending,  existing, or, to the Knowledge
  of the  Sellers  or  BCGI,  threatened  opposition,  interference,  cancellation
  proceeding  or other  legal  or  governmental  proceeding  before  any  court or
  registration  authority  in any  jurisdiction  against  any of the  Intellectual
  Property of the Division.
  <PAGE>
  
                    (c) Schedule 4.13(c) lists all of the Computer  Programs other
  than off-the-shelf  applications which are owned, licensed,  leased or otherwise
  used by either of the Sellers or BCGI in  connection  with the  operation of the
  Division  as  currently  conducted,  and  identifies  which is owned,  licensed,
  leased,  or otherwise used, as the case may be. Each Computer  Program listed on
  Schedule  4.13(c) is either (i) owned by a Seller or BCGI, (ii) currently in the
  public  domain or  otherwise  available to a Seller or BCGI without the license,
  lease or consent of any third  party,  or (iii) used under  rights  granted to a
  Seller or BCGI  pursuant to a written  agreement,  license or lease from a third
  party,  which  written  agreement,  license  or lease is set  forth on  Schedule
  4.13(c).  The Sellers and BCGI use the  Computer  Programs set forth on Schedule
  4.13(c) in  connection  with the  operation  of the Division as conducted on the
  date  hereof  and, to the  Knowledge  of the Sellers or BCGI,  such use does not
  violate  the  rights of any third  party.  All  Computer  Programs  set forth in
  Schedule  4.13(c) were either  developed by (x)  employees of one or more of the
  Sellers  or BCGI  within  the scope of their  employment,  (y) third  parties as
  "work-made-for-hire,"  as that term is defined  under  Section 101 of the United
  States  copyright  laws,  pursuant  to  written  agreements  or (z)  independent
  contractors who have assigned their rights to one or more of the Sellers or BCGI
  pursuant to written agreements.
  
                    (d) Except for agreements under which either of the Sellers or
  BCGI  is  licensed  to use  any  off-the-shelf  computer  software  application,
  Schedule  4.13(d)  sets forth a complete  and  accurate  list of all  agreements
  pertaining  to the use of or granting  any right to use or  practice  any rights
  under any Intellectual  Property of the Division,  whether either of the Sellers
  or BCGI is the licensee or licensor  thereunder (the "Licenses") and any written
  settlements  or  assignments  relating  to  any  Intellectual  Property  of  the
  Division.  The Licenses are valid and binding obligations of each Seller a party
  thereto or BCGI and,  to the  Knowledge  of the  Sellers  or BCGI,  of the other
  parties  thereto,  enforceable  against each such party in accordance with their
  terms,  and the Sellers or BCGI are not in breach or default  under any Licenses
  and, to the  Knowledge  of the  Sellers or BCGI,  no other party is in breach or
  default under any Licenses.
  
                    (e) To the  Knowledge of the Sellers or BCGI,  no trade secret
  or confidential  know-how  material to the business of the Division as currently
  operated  or planned to be  operated  has been  disclosed  or  authorized  to be
  disclosed to any third party, other than pursuant to a non-disclosure  agreement
  that protects the Sellers' or BCGI's proprietary  interests in and to such trade
  secrets and confidential know-how.
  
                    (f) To the  Knowledge  of the Sellers or BCGI,  the conduct of
  the business of the Division  does not infringe upon any  intellectual  property
  right owned or  controlled  by any third party and no third party is  infringing
  upon any  Intellectual  Property of the Division  owned by any of the Sellers or
  BCGI and no such  claims  have  been made  against  a third  party by any of the
  Sellers or BCGI.  There are no claims or suits  pending or, to the  Knowledge of
  the Sellers or BCGI, threatened, and neither of the Sellers or BCGI has received
  any written  notice of a third party claim or suit (x) alleging  that any of the
  activities  or the conduct of the Division  infringes  upon or  constitutes  the
  unauthorized use of the proprietary rights of any third party or (y) challenging
  the ownership,  use, validity or enforceability of the Intellectual  Property of
  the Division.
  
                    (g) There are no settlements, consents, judgments or orders or
  other  agreements  which restrict the rights of either of the Sellers or BCGI to
  <PAGE>
  
  use any Intellectual  Property of the Division and there exist no concurrent use
  or other  agreements  which restrict  either of the Sellers' or BCGI's rights to
  use any  Intellectual  Property of the  Division  owned by any of the Sellers or
  BCGI.
  
                    (h) Except as set forth on Schedule 4.13(h),  the consummation
  of  the  transactions  contemplated  hereby  will  not  result  in the  loss  or
  impairment of the right of the Purchaser or its  successors to own or use any of
  the Intellectual Property of the Division currently owned or used by the Sellers
  or BCGI nor will it require the consent of any  Governmental  Authority or third
  party in  respect  of any such  Intellectual  Property  and no present or former
  employee,  officer or  director  of either of the Sellers or BCGI has any right,
  title,  or interest,  directly or  indirectly,  in whole or in part, in any such
  Intellectual Property.
  
           Section 4.14      Employee Benefits; ERISA.
                             ------------------------
  
                    (a) Except as set forth in Schedule 4.14,  with respect to all
  employees  and former  employees of the Sellers or BCGI who perform or performed
  functions in connection with the business of the Division and all dependents and
  beneficiaries of such employees and former  employees:  (i) the Sellers and BCGI
  do not maintain or  contribute  to any  nonqualified  deferred  compensation  or
  retirement  plans,  contracts or arrangements;  (ii) the Sellers and BCGI do not
  maintain or contribute to any qualified defined  contribution  plans (as defined
  in Section 3(34) of ERISA or Section 414(i) of the Code);  (iii) the Sellers and
  BCGI do not maintain or contribute to any  qualified  defined  benefit plans (as
  defined in  Section  3(35) of ERISA or  Section  414(j) of the  Code);  (iv) the
  Sellers and BCGI do not maintain or contribute to any Employee  Welfare  Benefit
  Plans;  and (v) the Sellers and BCGI do not maintain any severance  plan for, or
  have any severance agreement with, any employee.
  
                    (b) To the  extent  required  (either as a matter of law or to
  obtain the intended tax treatment  and tax benefits) all Employee  Benefit Plans
  comply in all material  respects  with the  requirements  of ERISA and the Code.
  With respect to the Employee Benefit Plans, (i) all required contributions which
  are due have been made and a proper accrual has been made for all  contributions
  due  in the  current  fiscal  year  and  (ii)  there  have  been  no  Prohibited
  Transactions.
  
                    (c) The  Sellers  and BCGI do not  contribute  (and have never
  contributed)  to any  multiemployer  plan, as defined in Section 3(37) of ERISA.
  The Sellers and BCGI have no actual or potential  liabilities under Section 4201
  of ERISA for any complete or partial  withdrawal from a multiemployer  plan. The
  Sellers  and BCGI have no actual or  potential  liability  for death or  medical
  benefits after separation from  employment,  other than (i) death benefits under
  the  employee  benefit  plans or programs  (whether or not subject to ERISA) set
  forth on Schedule  4.14,  (ii) health care  continuation  benefits  described in
  Section  4980B of the Code or (iii) other actual or potential  liabilities  that
  would not, singly or in the aggregate, have a Material Adverse Effect.
  
                    (d) Neither the  Sellers,  BCGI,  nor any of their  directors,
  partners,  officers, or employees thereof have committed any breach of fiduciary
  responsibility  imposed by ERISA or any other applicable law with respect to the
  Employee Benefit Plans which would subject the Sellers, BCGI Purchaser or any of
  their  respective  directors,  partners,  officers or employees to any liability
  under ERISA or any applicable law that would have a Material Adverse Effect.
  <PAGE>
  
                    (e) The Sellers and BCGI have not incurred any  liability  for
  any tax or civil penalty or any  disqualification  of any Employee  Benefit Plan
  imposed  by  Sections  4980B or 4975 of the Code or Part 6 of Title I or Section
  502(i) of ERISA.
  
           Section 4.15 Labor  Matters.  Except as set forth on Schedule 4.15, (i)
  there is no labor strike, slowdown,  stoppage or lockout actually pending, or to
  the actual knowledge of the Sellers or BCGI without inquiry,  threatened against
  or  affecting  the Sellers or BCGI or relating to the  Division,  and during the
  past three years there have not been any such actions, (ii) the Sellers and BCGI
  are not a party to or bound by any  collective  bargaining or similar  agreement
  with any labor organization, or work rules or practices agreed to with any labor
  organization  or employee  association  applicable to employees of the Division,
  (iii)  none  of the  employees  of the  Division  is  represented  by any  labor
  organization  nor, to the  Knowledge of the Sellers and BCGI,  does any question
  concerning  representation exist concerning such employees and, to the Knowledge
  of the Sellers and BCGI,  there have been no union  organizing  activities among
  the employees of the Sellers or BCGI within the past three years, (iv) there are
  no written personnel  policies,  rules or procedures  applicable to employees of
  the  Division,  other than those set forth on  Schedule  4.15,  true and correct
  copies of which have been  delivered to the Purchaser at least ten days prior to
  the Closing  Date,  (v) the Sellers and BCGI are, and have at all times been, in
  compliance,  in all  material  respects,  with all  applicable  Laws  respecting
  employment and employment practices, terms and conditions of employment,  wages,
  hours of work and  occupational  safety and  health,  and are not engaged in any
  unfair labor  practices as defined in the National Labor  Relations Act or other
  applicable  Laws,  (vi) there is no unfair  labor  practice  charge or complaint
  against  the  Sellers  pending  or, to the  Knowledge  of the  Sellers and BCGI,
  threatened  before the National  Labor  Relations  Board or any similar state or
  foreign  agency,  (vii)  there is no  grievance  arising  out of any  collective
  bargaining  agreement  or other  grievance  procedure,  (viii) no  charges  with
  respect  to or  relating  to the  Sellers or BCGI are  pending  before the Equal
  Employment  Opportunity  Commission  or any  other  agency  responsible  for the
  prevention  of unlawful  employment  practices,  (ix) neither of the Sellers nor
  BCGI has received notice of the intent of any federal,  state,  local or foreign
  agency responsible for the enforcement of labor or employment Laws to conduct an
  investigation  with  respect to or  relating  to the Sellers or BCGI and, to the
  Knowledge of the Sellers and BCGI, no such  investigation is in progress and (x)
  there  are no  complaints,  lawsuits  or other  proceedings  pending  or, to the
  Knowledge  of the Sellers and BCGI,  threatened  in any forum by or on behalf of
  any present or former employee of the Division,  any applicant for employment or
  classes of the foregoing  alleging breach of any express or implied  contract or
  employment,  any Laws governing  employment or the termination  thereof or other
  discriminatory,  wrongful or tortious  conduct in connection with the employment
  relationship.
  
           Section  4.16     Franchise and Other Relationships.
                             ---------------------------------
  
                    (a) Except as set forth in  Schedule  4.16 or with  respect to
  off-the-shelf  software  applications,  neither of the  Sellers,  BCGI,  nor any
  entity in which they have any interest  relating to the Division (i) is or was a
  franchisee,  sub-franchisee,  licensee or sub-licensee of any Person, (ii) is or
  was the  sub-franchisor  or  sub-licensor of any Person or (iii) is or was under
  any  agreement  or  obligation  to any Person  with  respect to any  franchisee,
  franchisor,   licensee   or   licensor   (or   sub-franchisor,   sub-franchisee,
  sub-licensee or sub-licensor) relationship.
  <PAGE>
  
                    (b) Neither of the Sellers nor BCGI has granted any person the
  right to operate a  franchised  or  licensed  business  using any  trademark  or
  tradename  of the  Division or the right to sell or grant  others a franchise or
  license to use any trademarks or tradenames of the Division.
  
                    (c)  Except  as set forth on  Schedule  4.16,  neither  of the
  Sellers nor BCGI has any obligation or commitment  with respect to any mortgage,
  title  insurance,  relocation,  referral,  settlement,  escrow or other services
  similar  to  the  foregoing,  or any  affinity  relationships,  relating  to the
  Division,  and the  transactions  contemplated  hereby shall not, subject to any
  obligation  or  commitment  of  Purchaser   independent   of  the   transactions
  contemplated herein, obligate Purchaser to use any such services.
  
           Section  4.17   Affiliate   Transactions.   Schedule   4.17  lists  all
  agreements,  arrangements and currently proposed agreements and arrangements, by
  or between any of the Sellers or BCGI, on the one hand,  with or for the benefit
  of any  director,  officer of any of the Sellers or BCGI or any of such Person's
  Affiliates,  or any  entity in which any such  Person  has a direct or  indirect
  material interest, relating to the Division.
  
           Section 4.18 Brokers,  Finders,  Etc..  Except as set forth on Schedule
  4.18,  neither of the Sellers nor BCGI has employed,  or is subject to the valid
  claim of, nor has either of the  Sellers or BCGI  incurred  any  liability  that
  would be payable by the Sellers or BCGI,  for any  brokerage,  finder's or other
  fees or commissions of any broker,  finder or other  financial  intermediary  in
  connection with the transactions contemplated by this Agreement.
  
           Section 4.19  Questionable  Payments.  To the  Knowledge of Sellers and
  BCGI,  neither of the  Sellers,  BCGI nor any  director or officer (or Person of
  similar capacity) thereof has used any funds of the Sellers or BCGI for unlawful
  contributions,  gifts,  entertainment  or other  unlawful  expenses  relating to
  political activity,  made any direct or indirect unlawful payments to government
  officials or employees  from  corporate  funds,  established  or maintained  any
  unlawful or unrecorded fund or corporate monies or other assets;  made any false
  or fictitious entries on the books or records of any such corporations, made any
  bribe, payoff, kickback or other unlawful payment.
  
           Section  4.20  Competing  or Related  Business.  Except as set forth on
  Schedule 4.20, neither BCGI nor the Sellers have any direct or indirect interest
  of any nature whatever in any Person which competes with,  conducts any business
  similar to, has any  arrangement  or agreement  with,  or is involved in any way
  with,  any  business  similar to the  business of the  Division  being  acquired
  pursuant to the purchase of the Assets hereunder.
  
           Section 4.21 Compliance With Bulk Sales Act;  Uniform  Commercial Code.
  The Sellers are not, on the effective  date of Closing,  indebted to or a debtor
  of any Person  except for the Assumed  Liabilities.  There are not, and will not
  be,  any  creditors  who can  object to the  transfer  of the  Assets  under any
  applicable Bulk Sales Act or the Uniform Commercial Code, or statutes of similar
  import, if applicable.
  
           Section 4.22      Records.
                             -------
  <PAGE>
  
                    (a) The  record  books of the  Sellers  contain  complete  and
  accurate records of all actions taken by the boards of directors of the Sellers.
  Complete  and accurate  copies of all the minute books of Wireless  TeleServices
  and Cellular have been made available by the Sellers to Purchaser.  All officers
  of the Sellers and BCGI have been properly elected.
  
                    (b) The  accounting  books and records of the Sellers and BCGI
  with respect to the Division are complete and correct,  have been  maintained in
  accordance  with  applicable  Laws and good business  practices  and  accurately
  reflect the basis for the  financial  condition and results of operations of the
  Division set forth in the Division Financial Statements.
  
  
  
                                      ARTICLE V
               REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PARENT
  
           Purchaser and Parent hereby jointly and severally represent and warrant
  to the Sellers as follows:
  
           Section 5.1  Authorization  and Validity.  Each of Purchaser and Parent
  has full corporate power and authority to execute and deliver this Agreement and
  the other  documents and  instruments  to be executed and delivered by Purchaser
  and Parent  pursuant  hereto and to carry out their  obligations  hereunder  and
  thereunder.  The execution,  delivery and performance by Purchaser and Parent of
  this  Agreement  and the other  documents  and  instruments  to be executed  and
  delivered by Purchaser  and Parent  pursuant  hereto,  and the  consummation  by
  Purchaser and Parent of the  transactions  contemplated  hereby and thereby have
  been duly authorized by all necessary  corporate action on the part of Purchaser
  and Parent,  and no other  corporate  proceedings  on the part of  Purchaser  or
  Parent are necessary to authorize  the execution and delivery of this  Agreement
  and the  other  documents  and  instruments  to be  executed  and  delivered  by
  Purchaser and Parent  pursuant hereto or the  consummation  of the  transactions
  contemplated  hereby or thereby.  This  Agreement  and the other  documents  and
  instruments to be executed and delivered by Purchaser and Parent pursuant hereto
  have been duly executed and delivered by Purchaser and Parent, and, assuming due
  execution and delivery by each of the Sellers, as applicable, each constitutes a
  valid and  binding  obligation  of  Purchaser  and  Parent  enforceable  against
  Purchaser  and  Parent  in  accordance  with  its  terms,  except  that (i) such
  enforcement may be subject to applicable bankruptcy, insolvency or other similar
  laws, now or hereafter in effect, affecting creditors' rights generally and (ii)
  the remedy of specific  performance  and injunctive and other forms of equitable
  relief may be subject to equitable  defenses and to the  discretion of the court
  before which any proceeding therefor may be brought.
  
           Section  5.2  Organization.   Purchaser  and  Parent  are  corporations
  organized  under the laws of the State of  Colorado  and the State of  Delaware,
  respectively.  Each of Purchaser and Parent is duly organized,  validly existing
  and in good  standing and has full power and  authority to carry on its business
  as presently conducted.
  
           Section 5.3 No Conflict. Neither the execution, delivery or performance
  by  Purchaser  or  Parent  of  this  Agreement  nor  the   consummation  of  the
  transactions  contemplated hereby and compliance by Purchaser or Parent with any
  of the  provisions  hereof or thereof  will (i)  conflict  with or result in any
  <PAGE>
  
  breach of any provision of the articles of  incorporation or bylaws of Purchaser
  or Parent, (ii) require any consent, approval or notice under, violate or result
  in the violation of,  conflict with or result in a breach of any  provisions of,
  constitute a default (or an event  which,  with notice or lapse of time or both,
  would constitute a default) under,  result in the termination of, accelerate the
  performance  required by or result in a right of  termination  or  acceleration,
  result in the loss of a material  benefit under or result in the creation of any
  Lien upon any of the  properties  or assets of  Purchaser or Parent under any of
  the terms,  conditions or provisions of any material  contractual  obligation of
  Purchaser  or Parent or (iii)  violate  any  order,  writ,  injunction,  decree,
  statute,  rule  or  regulation  of  any  Governmental  Authority  applicable  to
  Purchaser or Parent or to which any of their  properties or assets may be bound,
  except in such case as would not materially  impair or delay Purchaser or Parent
  in the consummation of the transactions contemplated hereby.
  
           Section 5.4 Governmental Consents. Except for the filing and expiration
  of the  applicable  waiting  period  required  by the HSR  Act,  or the  earlier
  termination  thereof,  no consent,  order or authorization  of, or registration,
  declaration or filing with, any Governmental Authority is required in connection
  with  the  execution,   delivery  and  performance  of  this  Agreement  or  the
  consummation of the transactions contemplated hereby by Purchaser.
  
          Section 5.5 Brokers,  Finders,  Etc.  Neither  Purchaser  nor Parent has
  employed,  nor is subject to the valid  claim of,  nor has  Purchaser  or Parent
  incurred any  liability  that would be payable by  Purchaser or Parent,  for any
  brokerage,  finder's or other fees or commissions of any broker, finder or other
  financial intermediary in connection with the transactions  contemplated by this
  Agreement.
  
  
  
                                     ARTICLE VI
                                      COVENANTS
  
  
  Section 6.1       Reasonable Best Efforts.
                    -----------------------
  
                    (a) Prior to the  Closing,  upon the terms and  subject to the
  conditions of this  Agreement,  the Parties agree to use their  reasonable  best
  efforts to take,  or cause to be taken,  all actions,  and to do, or cause to be
  done, all things  necessary,  prior or advisable  under any  applicable  Laws to
  consummate and make effective the transactions contemplated by this Agreement as
  promptly as practicable  including,  but not limited to (i) the  preparation and
  filing  of  all  forms,  registrations  and  notices  required  to be  filed  to
  consummate  the  transactions  contemplated  by this Agreement and the taking of
  such  actions  by any  third  party  or  Governmental  Authority  and  (ii)  the
  satisfaction of the other Parties' conditions to Closing. In addition,  no Party
  hereto  shall take any action  after the date  hereof that would  reasonably  be
  expected to materially  delay the obtaining of, or result in not obtaining,  any
  permission,  approval or consent from any Governmental Authority necessary to be
  obtained prior to Closing.
  
                    (b) Prior to the Closing,  each Party shall  promptly  consult
  with the other Parties hereto with respect to, provide any necessary information
  with  respect to and provide the other (or its  counsel)  copies of, all filings
  made by such  Party with any  Governmental  Authority  or any other  information
  <PAGE>
  
  supplied  by such Party to a  Governmental  Authority  in  connection  with this
  Agreement and the transactions contemplated by this Agreement. Each Party hereto
  shall  promptly  inform  the other of any  communication  from any  Governmental
  Authority regarding any of the transactions  contemplated by this Agreement.  If
  any  Party  hereto or  Affiliate  thereof  receives  a  request  for  additional
  information or documentary  material from any such  Governmental  Authority with
  respect to the transactions contemplated by this Agreement, then such Party will
  endeavor  in good  faith to make,  or  cause to be made,  as soon as  reasonably
  practicable  and after  consultation  with the  other  Parties,  an  appropriate
  response  in  compliance  with such  request.  To the extent that  transfers  of
  Permits are required as a result of execution of this Agreement or  consummation
  of the  transactions  contemplated  hereby,  the  Sellers  shall use their  best
  efforts to effect such transfers.
  
                    (c) Notwithstanding  the foregoing,  nothing in this Agreement
  shall  be  deemed  to  restrict  the  conduct  by the  Parties  or any of  their
  Affiliates of their  businesses,  including  making any filings under applicable
  laws  necessary  or  appropriate  in  connection  with  any  transaction  or the
  consummation of the transactions  contemplated  thereby,  or require  Purchaser,
  Parent or any of their  Affiliates  to (i)  enter  into any  agreement  with any
  Governmental  Authority or to consent to any order, decree or judgment requiring
  Purchaser,  Parent or any of their Affiliates to hold separate or divest,  or to
  restrict the dominion or control of Purchaser, Parent or any of their Affiliates
  over, any of the assets, properties of businesses of Purchaser, Parent or any of
  their Affiliates or the Sellers, in each case as in existence on the date hereof
  or (ii) defend  against any  litigation  brought by any  Governmental  Authority
  seeking to prevent the consummation of the transactions contemplated hereby.
  
           Section 6.2 Conduct of Business.  Except as expressly  provided by this
  Agreement or with the prior written consent of Purchaser and Parent,  during the
  period  from the date of this  Agreement  to the  Closing,  BCGI and the Sellers
  shall  conduct  the  business of the  Division  only in the  ordinary  course of
  business consistent with past practice (including paying all accounts payable in
  accordance with past practice),  and shall use their  reasonable best efforts to
  preserve  intact  the  present  business  organization  of  the  Division,  keep
  available  the  services  of the  present  officers  and  employees  serving the
  Division,  and preserve the material  relationships  with licensors,  licensees,
  agents,  employees  and any others having  business  dealings with the Division.
  Without  limiting  the  generality  of the  foregoing,  and except as  otherwise
  expressly  provided in this Agreement,  the Sellers and BCGI shall not, prior to
  the Closing Date, without the prior written consent of Purchaser:
  
                    (a) (i) sell,  lease,  transfer  or  dispose  of any assets or
  rights of or  relating  to the  Division,  other  than  assets  or  rights  that
  individually or in the aggregate  would not be material,  in either case, in the
  ordinary course of business of the Division consistent with past practice,  (ii)
  incur any Lien  thereupon,  except for Liens incurred in the ordinary  course of
  business consistent with past practice which Liens would not in the aggregate be
  material,  (iii)  acquire  or lease any assets or rights of or  relating  to the
  Division other than assets or rights that individually or in the aggregate would
  not be  material  in the  ordinary  course  of  business  consistent  with  past
  practice,  or (iv) enter into any commitment or transaction with respect to (i),
  (ii) or (iii) above;
  
                    (b)      (i) incur, assume or refinance any Indebtedness
  relating to the Division or (ii) make any loans, advances or capital
  contributions to, or investments in, any Person relating to the Division;
  <PAGE>
  
                    (c) pay,  discharge or satisfy any liability,  obligation,  or
  Lien of the  Division,  other than  payment,  discharge or  satisfaction  of (i)
  Indebtedness  as it matures and becomes due and  payable,  or (ii)  liabilities,
  obligations  or Liens in the ordinary  course of business  consistent  with past
  practice;
  
  (d)(i) change any of the  accounting  or tax  principles,  practices  or methods
     used by BCGI or the Sellers  relating to the Division,  except as required by
     changes in applicable Tax Laws, or (ii) change reserve amounts or policies;
                    (e) make any change in the  compensation  payable or to become
  payable  to any of the  Division's  officers,  directors,  employees,  agents or
  consultants  (other than general  increases  in wages to  employees  who are not
  officers or directors or Affiliates in the ordinary course  consistent with past
  practice), or to Persons providing management services,  enter into or amend any
  employment,  severance,  consulting,  termination or other agreement or employee
  benefit plan or make any loans to any of such  officers,  directors,  employees,
  Affiliates,  agents or consultants or make any change in its existing  borrowing
  or lending  arrangements  for or on behalf of any of such Persons pursuant to an
  employee benefit plan or otherwise;
  
  (f)pay  or  make  any  accrual  or  arrangement  for  payment  of  any  pension,
     retirement allowance or other employee benefit pursuant to any existing plan,
     agreement or arrangement to any officer,  director,  employee of the Division
     or pay or agree to pay or make any accrual or arrangement  for payment to any
     officers,  directors,  employees  of the  Division of any amount  relating to
     unused  vacation  days,  except  payments and  accruals  made in the ordinary
     course consistent with past practice,  adopt of pay, grant, issue, accelerate
     or accrue  salary or other  payments  or benefits  pursuant  to any  pension,
     profit-sharing,  bonus, extra compensation, incentive, deferred compensation,
     stock purchase,  stock option,  stock  appreciation  right,  group insurance,
     severance  pay,  retirement  or other  employee  benefit  plan,  agreement or
     arrangement,  or any  employment  or  consulting  agreement  with  or for the
     benefit of any such director, officer, employee, agent or consultant, whether
     past or present,  or amend in any material  respect any such  existing  plan,
     agreement or arrangement in a manner consistent with the foregoing;
                    (g)      enter into any collective bargaining agreement;
  
                    (h) make any payments (other than regular compensation payable
  to  officers  and  employees  of any  of the  Sellers  in  the  ordinary  course
  consistent with past practice),  loans,  advances or other  distributions to, or
  enter  into  any  transaction,  agreement  or  arrangement  with,  the  Sellers'
  Affiliates, officers, directors, employees, agents, consultants, stockholders of
  their Affiliates, associates or family members affecting the Division;
  
                    (i)  make  or  authorize  any  capital  expenditures  for  the
  Division,  except in the ordinary  course  consistent  with past practice not in
  excess of $10,000 individually or $25,000 in the aggregate;
  
                    (j)      incur any Taxes for the Division, except in the
  ordinary course of business consistent with past practice;
  
                    (k)      settle or compromise any Tax liability or agree to
  any adjustment of any Tax attribute or make any election with respect to Taxes
  with respect to the Division;
  <PAGE>
  
                    (l)  fail to duly and  timely  file  any Tax  Return  with the
  appropriate  Governmental  Authorities  required to be filed by it in a true and
  complete and correct form or to timely pay all Taxes shown to be due thereon;
  
                    (m) (i)  enter  into,  amend,  renew or permit  the  automatic
  renewal of,  terminate or waive any right  under,  any  Material  Contract,  or,
  except in the ordinary  course of business  consistent  with past practice,  any
  other  agreement,  or (ii) take any action or fail to take any action that, with
  or without either notice or lapse of time,  would constitute a default under any
  Material Contract;
  
                    (n) (i) make  any  change  in its  working  capital  practices
  generally, including accelerating any collections of cash or accounts receivable
  or  deferring  payments or (ii) fail to make  timely  accruals,  including  with
  respect to accounts  payable and liabilities  incurred in the ordinary course of
  business;
  
                    (o)  fail  to  renew  (at  levels  consistent  with  presently
  existing  levels),  terminate or amend or fail to perform any of its obligations
  or permit any material  default to exist or cause any material  breach under, or
  enter into (except for renewals in the  ordinary  course of business  consistent
  with past practice), any material policy of insurance;
  
                    (p)      dispose of or permit to lapse any material
  Intellectual Property of the Division;
  
                    (q) except in the ordinary course of business  consistent with
  past practice pursuant to appropriate  confidentiality agreements, and except as
  required by any Law, any existing  agreements  set forth on Schedule  4.14 or as
  may be reasonably  necessary to secure or protect intellectual or other property
  rights of BCGI and the  Sellers,  provide any  confidential  information  of the
  Division to any Person other than Purchaser or Parent; or
  
                    (r) take, or agree to take,  any of the  foregoing  actions or
  any action  which would make any  representation  or warranty  contained in this
  Agreement untrue or incorrect,  or which would reasonably be expected to prevent
  the  satisfaction of any condition to Closing set forth in Article VII hereof or
  prevent  or delay the  consummation  of the  transactions  contemplated  by this
  Agreement.
  
           Section 6.3 Access. The Sellers and BCGI shall permit Purchaser, Parent
  and their  representatives,  for a period of two (2) years after the Closing, to
  have full access, upon reasonable prior written notice, to the employees,  books
  and records of the  Sellers and BCGI  related to the  Division  for  purposes of
  preparing tax information of Purchaser or Parent,  reviewing  employment records
  of the employees of the Division and conducting environmental assessments,  and,
  for a period of two (2)  years  after  Closing,  shall  furnish,  or cause to be
  furnished,  to Purchaser and Parent, such financial,  Tax and operating data and
  other available  information  with respect to such entities and their respective
  assets,  properties,  employees,  businesses  and  operations of the Division as
  Purchaser or Parent shall from time to time  reasonably  request.  In exercising
  their  right of access  hereunder,  Purchaser  and Parent  shall use  reasonable
  efforts to avoid undue  disruption to the businesses of either of the Sellers or
  BCGI. No investigation  pursuant to this Section shall affect any representation
  or warranty made by any of the Sellers or BCGI hereunder.
  <PAGE>
  
           Section 6.4 Further  Assurances.  From and after the Closing Date,  the
  Sellers  and BCGI shall  promptly  execute,  acknowledge  and  deliver any other
  assurances or documents reasonably requested by Purchaser to permit Purchaser to
  satisfy its obligations  hereunder or to evidence title, or to provide Purchaser
  with the benefits  enumerated in this Agreement.  In furtherance of, and without
  limitation  with  respect  to the  foregoing,  BCGI and the  Sellers  shall  use
  reasonable  best efforts from and after the Closing Date to assist  Purchaser in
  obtaining, or causing to be made or to occur, all consents,  approvals,  permits
  or authorizations  required to be obtained,  declarations or filings required to
  be made and waiting  periods or  terminations  required to have occurred from or
  with any Governmental  Authority or third party in connection with the execution
  and  delivery  of  this  Agreement  and  the  consummation  of the  transactions
  contemplated hereby.
  
           Section 6.5 Financial Statements. The Sellers shall promptly prepare at
  the end of each month and  promptly,  and in any event within twenty days of the
  prior month's end, deliver to Purchaser the balance sheet,  income statement and
  statement  of cash  flows  for the  Division,  prepared  consistently  with  the
  practices  used in preparation of the Division  Financial  Statements,  for each
  month ended between the date of this Agreement and the Closing Date.
  
           Section 6.6       Public Disclosure; Confidentiality.
                             ----------------------------------
  
                    (a) Each of the Parties agrees that, except as may be required
  to comply with the  requirements  of any applicable Laws or stock exchange rules
  (after  consultation with the other Parties hereto), no press release or similar
  public  announcement or communication  shall,  prior to the Closing,  be made or
  caused to be made  concerning  the execution or  performance  of this  Agreement
  unless the other Parties shall have consented to such  disclosure  (such consent
  not to be unreasonably withheld).
  
                    (b)  Purchaser  and Parent  shall,  prior to the Closing Date,
  cause any confidential  information of BCGI and the Sellers received pursuant to
  this Agreement to be kept  confidential  and will not use such  documents,  work
  papers and other  materials  in its  business or in any other  manner or for any
  other  purpose  other  than as  contemplated  hereby.  The  foregoing  shall not
  preclude Purchaser and Parent from (i) the use or disclosure of such information
  which currently is known generally to the public or which  subsequently has come
  into the public  domain,  other than by way of disclosure by Purchaser or Parent
  in violation of this Agreement,  (ii) the use or disclosure of such  information
  that becomes available to Purchaser or Parent on a non-confidential basis from a
  source other than BCGI,  the Sellers or BCGI's or the Sellers'  agents  provided
  that such source is not known by Purchaser or Parent to have a legal  obligation
  prohibiting the disclosure of such information,  or (iii) the disclosure of such
  information  required  by law or  court  order,  provided  that,  to the  extent
  practicable,  prior to such disclosure required by law or court order, Purchaser
  or Parent shall give prior written  notice,  as is deemed  reasonable  under the
  circumstances,  to BCGI and the Sellers in order to give BCGI and the Sellers an
  opportunity to seek judicial relief from such requirement.
  
                    (c) From and  after the  Closing  Date,  BCGI and the  Sellers
  shall keep confidential all confidential  information relating to the Sellers or
  the Assets.  The  foregoing  shall not preclude BCGI or the Sellers from (i) the
  use or disclosure of such information  which currently is known generally to the
  public or which subsequently has come into the public domain,  other than by way
  <PAGE>
  
  of disclosure by BCGI or the Sellers in violation of this  Agreement or (ii) the
  disclosure  of such  information  to the extent  required by law or court order,
  provided that, to the extent  practicable,  prior to such disclosure required by
  law or court  order,  BCGI and the Sellers  will give  Purchaser  prior  written
  notice of the nature of the required disclosure.
  
           Section 6.7 No Solicitation. Neither BCGI, the Sellers nor any of their
  Affiliates,   or  any  of  such   Persons'   officers,   directors,   employees,
  stockholders,  Affiliates,  agents,  or  representatives  (or any  Persons  of a
  similar capacity) will, directly or indirectly,  prior to December 31, 2000: (i)
  solicit,  initiate or encourage the submission of any proposal or offer from any
  Person other than Purchaser or Parent, enter into or continue any discussions or
  negotiations  with,  or  provide  any  information  to,  any  Person  other than
  Purchaser or Parent, relating to any (y) merger, consolidation or other business
  combination  involving the Division or (z)  acquisition  or  disposition  of any
  material  assets  of or  related  to the  Division  or (ii) in the  event  of an
  unsolicited offer by another Person with respect to those matters referred to in
  subsection (y) and (z) above,  engage in  negotiations  or discussions  with, or
  provide any information or data to, any Person relating to such offer.
  
           Section 6.8 Updating Schedules. From time to time prior to the Closing,
  the Sellers and BCGI shall  promptly  supplement  or amend any of the  Schedules
  with respect to any matter,  condition or occurrence hereafter arising which, if
  existing or occurring at the date of this Agreement, would have been required to
  be set forth or described in such Schedules. No supplement or amendment shall be
  deemed  to cure  any  breach  of any  representation  or  warranty  made in this
  Agreement or have any effect for the purpose of determining the  satisfaction of
  conditions set forth herein.
  
           Section 6.9 Taxes. The Sellers and BCGI shall pay all Taxes arising out
  of the  transfer  of the Assets and shall pay all Taxes in  connection  with the
  Sellers'  operations of the Division prior to the Closing.  Purchaser  shall pay
  all Taxes in connection  with  Purchaser's  operations of the Division after the
  Closing.  In  addition,  the  Sellers  and BCGI  shall  pay any and all Taxes in
  connection with the Sellers' and BCGI's misfiling,  non-filing or late filing of
  any Tax Return.  Purchaser shall not be responsible for any Taxes of the Sellers
  or BCGI of any kind related to any period ending on or prior to the Closing. The
  Sellers  shall not be  responsible  for any Taxes of  Purchaser or Parent of any
  kind related to any period ending after the Closing.
  
           Section 6.10      Employee Benefit Plans.
                             ----------------------
  
  (a)Effective  as of the end of the day  immediately  preceding  the Closing Date
     and except as otherwise  provided in this Section,  employees of the Division
     who are hired by Purchaser ("New Employees") shall cease to be covered by the
     Sellers'  and  BCGI's  employee  welfare  benefit  plans  including,  without
     limitation,  any Employee  Welfare Benefit Plan, and any and all other plans,
     programs,   policies  and  arrangements  which  provide  medical  and  dental
     coverage, life and accident insurance,  disability insurance and vacation pay
     (the "Sellers' Welfare Plans"). The Sellers and BCGI shall be responsible for
     all of the  following  claims  incurred by New  Employees  under the Sellers'
     Welfare Plans: (i) under any medical, dental or health plans for treatment or
     services  rendered  prior to the Closing Date;  (ii) under any life insurance
     plans with  respect to deaths  occurring  prior to the Closing Date and (iii)
     for any  payments or  benefits  arising  prior to the Closing  Date under any
     other of the Sellers' Welfare Plans,  except that the extent to which any and
     all such claims are payable  shall be  determined  by the  provisions  of the
     applicable Sellers' Welfare Plan.
  <PAGE>
  
                    (b) The Sellers and BCGI,  as  applicable,  maintain a defined
  contribution  profit-sharing  plan  with a cash  or  deferred  arrangement  (the
  "Sellers'  401(k) Plan") that is intended to qualify under  Sections  401(a) and
  401(k)  of  the  Code.  The  Sellers  and  BCGI,  as  applicable,  shall  retain
  sponsorship  of the Sellers'  401(k) Plan after the Closing  Date and  Purchaser
  shall not be entitled to any assets of the Sellers' 401(k) Plan. Purchaser shall
  not assume any responsibility or liability for the Sellers' 401(k) Plan, and the
  Sellers and BCGI and the Sellers'  401(k) Plan shall remain  solely and entirely
  responsible for satisfying any and all obligations and liabilities arising under
  the Sellers' 401(k) Plan. As of the Closing Date, the accrued benefits under the
  Sellers'  401(k)  Plan  of all  New  Employees  shall  become  100%  vested  and
  non-forfeitable. The accrued benefits of New Employees under the Sellers' 401(k)
  Plan shall be distributed to the New Employees after the Closing Date or held in
  accordance  with  the  terms of the  Sellers'  401(k)  Plan  and the  applicable
  provisions of the Code.
  
           Section 6.11 Employees.  Purchaser  hereby covenants and agrees that at
  Closing it shall make offers of  employment  to each employee of the Sellers set
  forth on Schedule 6.11 on terms and conditions substantially equivalent to those
  provided  by the  Sellers  as of  the  Closing  Date;  provided,  however,  that
  Purchaser is not obligated in
  
  
  
  <PAGE>
  
  
                      Confidential Materials omitted and filed
                           separately with the Securities
                              and Exchange Commission.
                             Asterisks denote omissions.
  
  connection  with such offers of  employment  to provided  for the grant of stock
  options or other equity incentives of Purchaser,  Parent or its Affiliates.  For
  purposes of  calculating  an  employee's  right or ability to  participate  in a
  benefit  or other  plan  offered  by  Purchaser,  credit  shall be given to such
  employee for the term of such employee's employment with the Sellers.
  
           Section 6.12  Operation of Business Post  Closing.  For the period from
  the Closing  Date until the date on which no further  Earn-Out  Payments  may be
  earned hereunder,  Purchaser and Parent shall not, except (i) as contemplated by
  this Agreement,  or (ii) without the prior written consent of the Sellers, which
  consent shall not be unreasonably withheld or delayed:
  
                    (a) cancel or  terminate,  other than for cause,  any Contract
  set forth on  Attachments 1 and 2 to the  Assignment  and Assumption of Contacts
  Agreement or any other contract producing  Qualifying  Revenue,  or any renewal,
  amendment or modification thereof; or
  
           (b)  cease to  operate  the  Business  for  reasons  unrelated  to poor
  performance of the Business or a downturn generally in the market for outsourced
  Teleservices Products and Services for wireless communications carriers.
  
           Section 6.13 Insurance. The Sellers and BCGI shall insure in sufficient
  amounts the fixed assets of the Division  against  losses during the period from
  the date of execution hereof through the Closing Date.
  
           Section 6.14  Collection  of Qualifying  Revenue.  Parent and Purchaser
  hereby  agree to use  commercially  reasonable  efforts  to  collect  Qualifying
  Revenue;  provided,  however,  that such  obligation  does not require Parent of
  Purchaser to commence  legal  proceedings  in  connection  with such  collection
  efforts.
  
           Section 6.15      [**].
  
  Purchaser,  Parent,  BCGI and the Sellers agree that for the period of [**] from
  the Closing Date,  the Sellers and BCGI and their  respective  Affiliates  shall
  [**] (i) [**] with Purchaser,  Parent or their Affiliates,  other than through a
  Person who becomes an Affiliate of the Sellers or BCGI after the Closing Date as
  a result of a [**] not in violation of the following  clause (ii),  (ii) [**] or
  other [**] with [**]  Purchaser,  Parent or their  Affiliates,  which is [**] or
  (iii) [**] with a [**]  Purchaser,  Parent or their  Affiliates,  which is [**],
  with  respect  to  business  [**],  in each case [**] of  Purchaser  or  Parent.
  Notwithstanding  the foregoing,  the Sellers,  BCGI and their Affiliates may (x)
  [**] with any Person [**]; provided,  however, that the nature of such agreement
  or  transaction  [**] and (y) provide  [**],  or other [**] which [**] which the
  Sellers and BCGI and their Affiliates[**].  Notwithstanding the foregoing,  BCGI
  or either of the Sellers
  
  
  <PAGE>
  
  
                      Confidential Materials omitted and filed
                           separately with the Securities
                              and Exchange Commission.
                             Asterisks denote omissions.
  
  may provide,  [**] any Person that was [**]  pursuant to the [**] and which [**]
  the Strategic Relationship  Agreement,  other than [**] for the reason [**]. The
  provisions  of this Section 6.15 shall  terminate  and be of no further force or
  effect in the event that Purchaser and Parent cease to operate the Business. For
  the  avoidance of doubt,  a Person [**] shall mean any Person  [**],  including,
  without limitation: [**] (but specifically excluding [**] but excluding [**]).
  
  (a) Notwithstanding anything to the contrary contained in this Section 6.15, for
  the purposes of this Section  6.15,  [**] of the [**] of any [**] which are [**]
  shall [**] be in violation of this Section 6.15 [**].
  
  (b)  Notwithstanding  anything to the contrary  contained in this Section  6.15,
  neither BCGI nor the Sellers nor their respective Affiliates shall [**], for the
  [**] period provided in Section 6.15, [**] hereunder.
  
                    (d) The Sellers and BCGI acknowledge  that irreparable  injury
  may be caused to  Purchaser  or Parent in the event of a breach of this  Section
  6.15 by the Sellers or BCGI and that,  in the event of such  breach  preliminary
  and permanent injunctive relief would be available to Purchaser or Parent.
  
            Section 6.16  Payment of [**] Fees.  If, in  connection  with the [**]
  Contracts  [**] to the [**]  Contracts  Agreement  [**], it is necessary [**] in
  connection  with [**],  the Parties  agree as follows:  (i) Parent and Purchaser
  will be [**] in the aggregate, (ii) Parent and Purchaser on the one hand and the
  Sellers  and BCGI on the other hand will be [**] and (iii) the  Sellers and BCGI
  shall be [**]. Without limiting the generality of this Section 6.16, the Parties
  shall [**] in  connection  with the [**]  Contracts  [**] to the [**]  Contracts
  Agreement;  provided,  however,  that [**] the  Sellers'  or BCGI's  obligations
  herein [**].
  
  
  
                                     ARTICLE VII
                                CONDITIONS TO CLOSING
  
  
           Section  7.1  Conditions  to  the  Obligations  of  the  Parties.   The
  obligations  of each  Party  hereto to effect  the  Closing  are  subject to the
  satisfaction  (or  waiver) at or prior to the Closing of the  condition  that no
  temporary restraining order,  preliminary or permanent injunction or other order
  or decree  which  prevents the  consummation  of the  transactions  contemplated
  hereby  shall have been  issued and remain in effect,  and no  statute,  rule or
  regulation shall have been enacted by any Governmental Authority which makes the
  consummation  of the  transactions  contemplated  hereby illegal and the waiting
  period under the HSR Act shall have expired or been earlier terminated.
  
           Section 7.2 Conditions to the Obligations of Purchaser.  The obligation
  of Purchaser to effect the Closing is subject to the  satisfaction (or waiver by
  Purchaser) at or prior to the Closing, of the following conditions:
  <PAGE>
  
       (a) Representation and Warranties.  The  representations  and warranties of
  the Sellers and BCGI  contained  herein  shall have been true and correct in all
  material  respects  when  made and  shall be true and  correct  in all  material
  respects  as of  the  Closing,  as  if  made  as of  the  Closing  (except  that
  representations  and  warranties  that are expressly  made as of a specific date
  need be true in all material respects only as of such date).
  
       (b)  Covenants.  Each of the Sellers and BCGI shall have  performed  in all
  respects the --------- covenants and obligations  required to be performed by it
  on or prior to the Closing.
  
       (c) No Material  Adverse  Effect.  There  shall not have been,  or no event
  shall  have  --------------------------  occurred,  which  could  reasonably  be
  expected to result in a Material Adverse Effect.
  
       (d) Certificates.  The Sellers and BCGI shall have furnished Purchaser with
  a  certificate,  dated the Closing Date, to the effect that the  conditions  set
  forth in Sections 7.2(a), (b) and (c) have been satisfied.
  
       (e) Opinion.  The Sellers  shall have  furnished  Purchaser  with the legal
  opinion of Ropes & Gray in the form  attached  hereto as Exhibit C and otherwise
  reasonably satisfactory to Purchaser.
  
       (f) Litigation.  No Litigation  shall have been commenced and be continuing
  which seeks to prevent  consummation of the transactions  contemplated hereby or
  which seeks material  damages from Purchaser or Parent,  in connection  with the
  transactions contemplated hereby.
  
       (g) Assignment and Assumption of Contracts Agreement.  The Sellers and BCGI
  shall have executed and delivered to Purchaser the  Assignment and Assumption of
  Contacts Agreement in the form attached hereto as Exhibit E (the "Assignment and
  Assumption of Contracts Agreement").
  
       (h) Consents. All consents,  approvals,  permits or authorizations required
  to be obtained,  declarations or filings required to be made and waiting periods
  or terminations  required to have occurred prior to the Closing from or with any
  Governmental  Authority  or third party in  connection  with the  execution  and
  delivery of this Agreement and the consummation of the transactions contemplated
  hereby, shall have been obtained,  made or occurred.  The Sellers and BCGI shall
  have  provided  executed  copies  of the third  party  consents  required  to be
  obtained  in  connection  with  the  assignment  to  Purchaser  of the  Material
  Contracts,  including,  but not limited  to,  those  Contracts  set forth on the
  Attachments to the Assignment and Assumption of Contracts Agreement.
  
       (i)  Employment  Offer  Letter.  Each of the  Hired  Employees  shall  have
  executed  and  delivered to  Purchaser  an  Employment  Offer Letter in the form
  attached hereto as Exhibit B.
  
       (j)   Termination   of  Employment  of   Employees.   Evidence   reasonably
  satisfactory  to Purchaser that the Sellers and BCGI, as applicable,  shall have
  terminated  the  employment  of each of the employees set forth on Schedule 6.11
  and paid such employees all vacation pay accrued through the Closing Date.
  <PAGE>
  
       (k) Consent of Directors and Shareholders.  The Sellers and BCGI shall have
  provided  copies of unanimous  written  consents and approvals of this Agreement
  and all actions  contemplated hereby by their respective Boards of Directors and
  shareholders, as applicable.
  
       (l)  Strategic  Relationship  Agreement.  BCGI shall have entered into that
  Strategic  Relationship  Agreement in the form attached hereto as Exhibit D.
  
       (m)  CCST License and Maintenance Agreements.  Cellular shall have executed
  a CCST License Agreement and a CCST Maintenance Agreement in the formsattached
  hereto as Exhibit F.
  
       (n)  Disclosure  Schedules.  The  Sellers  and BCGI shall have  provided to
  Purchaser (i) Schedules 2.1(a),  2.1(a)(ii),  2.1(a)(iii),  2.1(c)(2), 2.2, 4.4,
  4.7, 4.8(a),  4.8(c),  4.13(c),  4.13(d) and 4.13(h) hereto and (ii) each of the
  attachments  to the Assignment  and  Assumption of Contracts  Agreement,  all of
  which  shall be in form and  substance  satisfactory  to  Purchaser  in its sole
  discretion.
  
           Section 7.3 Conditions to the  Obligations of the Sellers and BCGI. The
  obligations  of the  Sellers  and BCGI to effect  the  Closing is subject to the
  satisfaction  (or waiver by the Sellers or BCGI) on or prior to the Closing,  of
  the following conditions:
  
       (a) Representations  and Warranties.  The representations and warranties of
  Purchaser  and Parent  contained  herein shall have been true and correct in all
  material  respects  when  made and  shall be true and  correct  in all  material
  respects  as of  the  Closing,  as  if  made  as of  the  Closing  (except  that
  representations  and  warranties  that are expressly  made as of a specific date
  need be true in all material respects only as of such date).
  
       (b)  Covenants.  Purchaser and Parent shall have  performed in all respects
  the covenants  --------- and obligations  required to be performed by them at or
  prior to the Closing.
  
       (c) Certificate. Purchaser and Parent shall have furnished the Sellers with
  a certificate  dated the Closing  Date,  signed on their behalf by an authorized
  signatory  of Purchaser  and of Parent,  to the effect that the  conditions  set
  forth in Sections 7.3(a) and (b) have been satisfied.
  
       (d) Litigation.  No Litigation  shall have been commenced and be continuing
  which seeks to prevent  consummation of the transactions  contemplated hereby or
  which seeks  material  damages  from the Sellers or any of their  Affiliates  in
  connection with the transactions contemplated hereby.
  
       (e) Assignment and Assumption of Contracts Agreement.  Purchaser shall have
  executed and delivered to the Sellers and BCGI the  Assignment and Assumption of
  Contracts Agreement.
  
       (f) Consents. All consents,  approvals,  permits or authorizations required
  to be obtained,  declarations or filings required to be made and waiting periods
  or terminations  required to have occurred prior to the Closing from or with any
  Governmental  Authority  or third party in  connection  with the  execution  and
  <PAGE>
  
  delivery of this Agreement and the consummation of the transactions contemplated
  hereby, shall have been obtained, made or occurred.
  
       (g) Consent of Directors. Purchaser shall have furnished the Sellers with a
  copy of the  unanimous  written  consent  of  this  Agreement  and  all  actions
  contemplated hereby by its Board of Directors or a certificate certifying to the
  foregoing.
  
       (h) Strategic Relationship  Agreement.  Parent shall have entered into that
  certain Strategic  Relationship Agreement in the form attached hereto as Exhibit
  D.
  
  
       (i) CCST License and Maintenance Agreements.  Purchaser shall have executed
  a CCST License Agreement and a CCST Maintenance  Agreement in the forms attached
  hereto as Exhibit F.
  
  
                                    ARTICLE VIII
                            SURVIVAL AND INDEMNIFICATION
  
           Section 8.1 Survival of  Representations  and  Warranties.  Each of the
  representations  and  warranties  made  by  Purchaser  in this  Agreement  shall
  terminate  on  the  second   anniversary  of  the  Closing  Date.  Each  of  the
  representations  and  warranties  made by the Sellers and BCGI in this Agreement
  shall  terminate  on the  second  anniversary  of the  Closing  Date;  provided,
  however,  that (i) the  representation  and warranty  contained in Sections 4.10
  shall  survive  the  Closing  until  90 days  following  the  expiration  of the
  applicable  statute of limitations and (ii) the  representations  and warranties
  contained in Sections  4.1, 4.3 and 4.11 shall survive the Closing and remain in
  full force and effect without termination.  In the event notice of any claim for
  indemnification  under  Section  8.2(a)  hereof shall have been given within the
  applicable  survival  period,  the  representations  and warranties that are the
  subject  of such  indemnification  claim,  and the  indemnification  obligations
  related  thereto,  shall  survive  until  such  time as such  claim  is  finally
  resolved. The indemnification obligations of the Parties hereunder shall survive
  for a period of two (2) years from the Closing Date; provided, however, that the
  indemnification  obligations  of the Sellers and BCGI with respect to the breach
  of representations  and warranties set forth in Sections 4.1, 4.3, 4.10 and 4.11
  shall survive until twelve (12) months after the Sellers are no longer  entitled
  to Earn-Out Payments hereunder.  The covenants and agreements of the Parties set
  forth in this Agreement shall survive until twelve (12) months after the Sellers
  are no longer  entitled  to Earn-Out  Payments  hereunder,  expect as  expressly
  provided herein.
  
           Section 8.2       Indemnification.
                             ---------------
  
                    (a) Subject to the other provisions of this Article VIII, BCGI
  and the Sellers shall, jointly and severally indemnify, defend, release and hold
  harmless the Purchaser  Indemnified  Parties from and against any and all costs,
  expenses,  losses, damages and liabilities (including reasonable attorneys' fees
  and expenses,  but specifically  excluding  punitive  damages and  consequential
  damages) ("Damages") suffered by any of the Purchaser Indemnified Parties to the
  extent  resulting from,  arising out of, or incurred with respect to, or (in the
  case of claims asserted  against any of the Purchaser  Indemnified  Parties by a
  third party)  alleged to result from,  arise out of or have been  incurred  with
  respect to, (i) any breach of or inaccuracy in any representation or warranty as
  <PAGE>
  
  of the Closing Date of any of BCGI or the Sellers  contained in this  Agreement;
  (ii) any breach of any covenant of BCGI or any of the Sellers  contained in this
  Agreement;  (iii)  all  Litigation  relating  to  actions,  omissions  or events
  occurring on or prior to the Closing Date; (iv) any act or omission of BCGI's or
  the Sellers' employees, agents, directors or officers prior to the Closing Date;
  (v) any  Liabilities or obligations of BCGI or the Sellers which are not Assumed
  Liabilities;  (vi) any claim or other action arising under the Worker Adjustment
  and  Retraining  Notification  Act of 1988, as amended,  in connection  with the
  Sellers'  termination of those  employees of the Sellers  identified on Schedule
  6.11 hereof;  (vii) any liability,  claim or other action arising out of any Law
  relating to pollution,  protection of the environment or occupational safety and
  health arising out of or relating to the use, operation or occupancy at any time
  on or prior to the  Closing  Date of the Real  Property  set  forth on  Schedule
  4.8(b)  hereto in which the Sellers  and BCGI has or had an interest  and (viii)
  those items of litigation set forth on Schedule 4.9 hereto.
  
                    (b)  Subject to the other  provisions  of this  Article  VIII,
  Purchaser and Parent shall,  jointly and severally,  indemnify,  defend and hold
  harmless the Seller Indemnified Parties to the extent resulting from and against
  any and all  Damages  suffered by any of the Seller  Indemnified  Parties to the
  extent  resulting from,  arising out of, or incurred with respect to, or (in the
  case of claims asserted against any of the Seller Indemnified Parties by a third
  party)  alleged to result from,  arise out of or have been incurred with respect
  to, (i) any breach of or inaccuracy in any  representation or warranty as of the
  date made or as of the Closing  Date of  Purchaser  or Parent  contained in this
  Agreement;  (ii) any breach of any covenant of Purchaser or Parent  contained in
  this Agreement;  (iii) all Litigation  relating to actions,  omissions or events
  occurring  after the Closing Date;  (iv) any act or omission of  Purchaser's  or
  Parent's  employees,  agents,  directors or officers occurring after the Closing
  Date; (v) the Assumed Liabilities; and (vi) any liability, claim or other action
  arising out of any Law relating to pollution,  protection of the  environment or
  occupational  safety and health arising out of or relating to the use, operation
  or occupancy  at any time after the Closing Date of the Real  Property set forth
  on Schedule 4.8(b) hereto in which Purchaser has or had an interest.
  
                    (c) BCGI and the Sellers shall have no liability  with respect
  to  Damages   arising  from  an   unintentional   breach  or   inaccuracy  of  a
  representation or warranty contained in Article IV until the aggregate amount of
  such Damages exceed  $200,000,  after which BCGI and the Sellers shall be liable
  under this Article VIII only for those  Damages in excess  thereof.  In no event
  shall  the  aggregate   liability  of  BCGI  and  the  Sellers   hereunder  (for
  indemnification or otherwise) exceed, in the aggregate,  the sum of the Purchase
  Price plus any Earn-Out Payments or Earn-Out  Adjustment Amounts earned pursuant
  to Section 3.1 hereof;  provided,  however,  in the event of fraud,  intentional
  misrepresentation  or willful misconduct on the part of either of the Sellers or
  BCGI,  Purchaser and Parent shall have the right to recover Damages in excess of
  the foregoing.
  
                    (d) Purchaser  shall have no liability with respect to Damages
  arising  from an  unintentional  breach or  inaccuracy  of a  representation  or
  warranty  contained  in  Article V until the  aggregate  amount of such  Damages
  exceed  $200,000,  after which  Purchaser  and Parent shall be liable under this
  Article  VIII only for those  Damages in excess  thereof.  In no event shall the
  aggregate   liability  of  Purchaser  and  Parent  for  Damages  hereunder  (for
  indemnification or otherwise) exceed, in the aggregate,  the sum of the Purchase
  Price plus any Earn-Out Payments or Earn-Out  Adjustment Amounts earned pursuant
  to Section 3.1 hereof.
  <PAGE>
  
           Section 8.3       Notice and Resolution of Third Party Claim.
                             ------------------------------------------
  
                    (a) An indemnified  party under this Agreement  shall promptly
  give written notice to the indemnifying  party after obtaining  knowledge of any
  third  party  claim or  litigation  against  the  indemnified  party as to which
  recovery may be sought against the  indemnifying  party because of the indemnity
  set  forth  in  Section  8.2,  specifying  in  reasonable  detail  the  claim or
  litigation  and the  basis  for  indemnification;  provided,  however,  that the
  failure of the indemnified  party promptly to notify the  indemnifying  party of
  any such matter shall not release the  indemnifying  party, in whole or in part,
  from  its  obligations  under  this  Article  VIII  except  to  the  extent  the
  indemnified  party's  failure  to so  notify in  breach  of this  paragraph  (a)
  materially  prejudices the  indemnifying  party's ability to defend against such
  third  party  claim or  litigation.  The  indemnified  party  shall  permit  the
  indemnifying  party to assume the defense of any such claim,  litigation  or any
  litigation resulting from such third party claim.
  
                    (b) If the indemnifying  party assumes the defense of any such
  third party claim or litigation, the obligations of the indemnifying party under
  this Agreement  shall include taking all steps  necessary in the  investigation,
  defense or settlement of such claim or  litigation  (including  the retention of
  legal counsel) and holding the  indemnified  party harmless from and against any
  and all  losses  caused by or  arising  out of any  settlement  approved  by the
  indemnifying  party or any judgment in connection with such claim or litigation.
  The  indemnifying  party shall not, in the defense of such claim or  litigation,
  consent  to entry  of any  judgment  (except  with the  written  consent  of the
  indemnified party) or enter into any settlement (except with the written consent
  of the indemnified  party):  (i) that does not include as an unconditional  term
  thereof the giving by the claimant or the plaintiff to the  indemnified  party a
  complete  release from,  all liability in respect of such claim or litigation or
  (ii) the  effect of which is to permit  any  injunction,  declaratory  judgment,
  other order or other  equitable  relief to be entered,  directly or  indirectly,
  against  any  indemnified   party.  The  indemnifying  party  shall  permit  the
  indemnified  party to participate in such defense or settlement  through counsel
  chosen by the  indemnified  party,  with the fees and  expenses of such  counsel
  borne by the indemnified party.
  
  (c)Failure  by the  indemnifying  party to notify the  indemnified  party of its
     election  to assume the  defense of any such claim or  litigation  by a third
     party  within  thirty  (30) days after  notice  thereof has been given to the
     indemnifying  party shall be deemed a waiver by the indemnifying party of its
     right to assume the defense of such claim or litigation.  If the indemnifying
     party  does not assume the  defense  of such claim or  litigation  by a third
     party, the indemnified party may defend or settle such claim or litigation in
     such matter as the indemnified party may deem appropriate and may settle such
     claim or litigation on such terms as it may deem appropriate.
           Section 8.4 Security for the Sellers'  Indemnification  Obligation.  As
  security for the  agreement  by the Sellers and BCGI to  indemnify  and hold the
  Purchaser  Indemnified  Parties harmless as described in Section 8.2 hereof, the
  Purchaser  Indemnified  Parties  shall be  entitled to set off the amount of any
  indemnifiable  Damages  against all or a portion of any  Earn-Out  Payment or an
  Earn-Out  Adjustment  Amount  that  has been  earned  by  Wireless  TeleServices
  pursuant  to  Sections  3.1(c) or 3.1(e)  hereof but not yet paid by  Purchaser.
  Purchaser's  right to effect a set off against any Earn-Out  Payment or Earn-Out
  Adjustment  Amount,  shall be  limited to the  amount of  indemnifiable  Damages
  <PAGE>
  
  subject  to such  claim  pursuant  to  Section  8.4(a),  and the  balance of the
  Earn-Out  Payment  shall be paid to Wireless  TeleServices  in  accordance  with
  Section 3.1 hereof.
  
  (a)The Purchaser  Indemnified  Parties shall give written  notice to the Sellers
     of any matter as to which the Purchaser  Indemnified  Parties are entitled to
     be  indemnified,  which  notice  shall set forth the amount of  indemnifiable
     Damages which the Purchaser  Indemnified  Parties claim to have  sustained by
     reason thereof.
  (b)A  setoff  may be  effected  at any  time  after  the  later  to occur of the
     expiration  of thirty (30) days from the date of such notice (the  "Notice of
     Contest  Period")  or, if the claim is  contested,  the date the  dispute  is
     resolved.
  (c)If, prior to the expiration of a Notice of Contest Period,  the Sellers shall
     notify the  Purchaser  Indemnified  Parties in  writing  of an  intention  to
     dispute the claim and if such dispute is not resolved within thirty (30) days
     after expiration of such period (the "Resolution Period"),  then such dispute
     shall be resolved by a committee of three  arbitrators  (one appointed by the
     Sellers, one appointed by the Purchaser Indemnified Parties and one appointed
     by the other two so appointed), all of whom shall be appointed within fifteen
     (15) days after the  expiration of the  Resolution  Period.  The  arbitrators
     shall abide by the rules of the American Arbitration  Association,  and their
     decision  shall be made within thirty (30) days following  their  appointment
     and shall be final and binding on all Parties.
  Section 8.5 Other Indemnification  Provision.  The remedies provided for in this
     Article  VIII shall be in addition  to and not in lieu of any other  remedies
     available to  Purchaser,  Parent or the Purchaser  Indemnified  Parties under
     this Agreement or at law.
  
                                     ARTICLE IX
                                     TERMINATION
  
       Section 9.1 Termination. This Agreement may be terminated at any time prior
            to Closing:
  
                    (a)      by mutual agreement of the Parties;
  
                    (b) by  Purchaser  or  Parent  or by the  Sellers,  by  giving
  written notice of such  termination  to the other Parties,  if the Closing shall
  not have occurred on or prior to December 31, 2000; provided,  however, that the
  right to  terminate  this  Agreement  under  this  Section  9.1(b)  shall not be
  available  to any Party  whose  failure  to perform  any  material  covenant  or
  obligation under this Agreement has been the cause of or resulted in the failure
  of the Closing to occur on or before such date;
  
                    (c) by  Purchaser  or Parent or the Sellers by giving  written
  notice of termination to the other Parties,  if there shall have been a material
  breach of any of the covenants or agreements  or any of the  representations  or
  warranties  set forth in this  Agreement on the part of the other  Party,  which
  breach is not cured within ten (10) days  following  written notice given by the
  terminating  Party to the Party committing such breach,  or which breach, by its
  nature, cannot be cured prior to the Closing; provided,  however, that the right
  to terminate this Agreement  under this Section 9.1(c) shall not be available if
  at the time the terminating  Party is in material breach of any  representation,
  warranty, covenant or other agreement contained herein; or
  <PAGE>
  
                    (d) by Purchaser or Parent or the Sellers by written notice of
  termination  to the other  Parties if any  Governmental  Authority  of competent
  jurisdiction shall have issued any statute, rule,  regulation,  order, decree or
  injunction  or taken any other  action  permanently  restraining,  enjoining  or
  otherwise prohibiting the transactions  contemplated by this Agreement, and such
  statute,  rule,  regulation,  order,  decree or injunction or other action shall
  have become final.
  
           Section 9.2 Effect of  Termination.  In the event of the termination of
  this  Agreement in  accordance  with Section 9.1 hereof,  this  Agreement  shall
  thereafter  become void and have no effect,  and no Party thereto shall have any
  liability  to any  other  Party  hereto  or any  of its  respective  Affiliates,
  directors,  officers or  employees,  except for the  obligations  of the Parties
  hereto  contained in this Section 9.2 and in Sections 6.6, 10.1,  10.5, 10.6 and
  10.8  hereof,  and  provided  that  nothing  contained in this Section 9.2 shall
  relieve  any  Party  from  liability  for a  breach  of any  provision  of  this
  Agreement.
  
  
                                      ARTICLE X
                                    MISCELLANEOUS
  
           Section 10.1  Notices.  All notices or other  communications  hereunder
  shall be deemed to have been duly given and made if in writing  and if served by
  personal  delivery  upon the  Party for whom it is  intended,  if  delivered  by
  registered or certified mail, return receipt requested, or by a national courier
  service,  or if sent by  facsimile;  provided,  however,  that the  facsimile is
  promptly followed by telephone confirmation thereof to the appropriate person at
  the address set forth below,  or at such other  address as may be  designated in
  writing hereafter, in the same manner, by such person.
  
                    To BCGI:
  
                             Boston Communications Group, Inc.
                             100 Sylvan Road
                             Woburn, Massachusetts 01801
                             Telephone:  (617) 692-7000
                             Facsimile:  (617) 692-6230
                             Attention: General Counsel
  
                    To Cellular:
  
                             Cellular Express, Inc.
                             100 Sylvan Road
                             Woburn, Massachusetts 01801
                             Telephone:  (617) 692-7000
                             Facsimile:  (617) 692-6230
                             Attention: General Counsel
  
                    To Wireless TeleServices:
  <PAGE>
  
                             Wireless TeleServices Corp.
                             100 Sylvan Road
                             Woburn, Massachusetts 01801
                             Telephone:  (617) 692-7000
                             Facsimile:  (617) 692-6230
                             Attention: General Counsel
  
                    with a copy to:
  
                             Ropes & Gray
                             One International Place
                             Boston, Massachusetts 02110
                             Telephone:  (617) 951-7000
                             Facsimile:  (617) 951-7050
                             Attention:  Jennifer Borggaard
  
                    To Parent:
  
                             TeleTech Holdings, Inc.
                             1700 Lincoln Street, Suite 1400
                             Denver, Colorado 80203
                             Telephone:  (303) 894-4000
                             Facsimile:  (303) 894-7321
                             Attention:  General Counsel
  
                    To Purchaser:
  
                             TeleTech Holdings, Inc.
                             1700 Lincoln Street, Suite 1400
                             Denver, Colorado 80203
                             Telephone:  (303) 894-4000
                             Facsimile:  (303) 894-7321
                             Attention:  General Counsel
  
                    with a copy to:
  
                             Hogan & Hartson L.L.P.
                             One Tabor Center
                             1200 17th Street, Suite 1500
                             Denver, Colorado  80202
                             Telephone:  (303) 899-7300
                             Facsimile:  (303) 899-7333
                             Attention:  Steven A. Cohen
  
           Any such notice shall be deemed  delivered (a) on the date delivered if
  by personal delivery, (b) on the date upon which the return receipt is signed or
  delivery is refused or the notice is designated by the postal  authorities  as a
  not deliverable,  as the case may be, if mailed by registered or certified mail,
  <PAGE>
  
  (c) on the next succeeding  business day if sent by national courier service, or
  (d) on the date  telecommunicated  if by  facsimile  if  confirmed  by telephone
  confirmation.
  
           Section 10.2 Amendment,  Waiver. Any provision of this Agreement may be
  amended  or waived if, and only if such  amendment  or waiver is in writing  and
  signed,  in the case of an amendment,  by Purchaser  and each Seller,  or in the
  case of a waiver,  by the Party against whom the waiver is to be  effective.  No
  failure  or delay by any  Party in  exercising  any  right,  power or  privilege
  hereunder  shall  operate as a waiver  thereof,  nor shall any single or partial
  exercise  thereof preclude any other or further exercise thereof or the exercise
  of any other right, power or privilege.
  
           Section 10.3  Assignment.  Prior to the Closing  Date, no Party to this
  Agreement  may  assign  any of its rights or  obligations  under this  Agreement
  without  the prior  written  consent  of the  other  Parties  hereto;  provided,
  however,  that Purchaser may assign any of its rights and obligations  hereunder
  in whole or in part to any of its respective  Affiliates  without  obtaining the
  consent of the other Parties hereto.  From and after the Closing Date, any Party
  may assign its rights and obligations hereunder to a Person that acquires all or
  substantially all of the stock or assets of such Party.
  
           Section 10.4 Entire Agreement.  This Agreement (including all Schedules
  and Exhibits hereto)  contains the entire  agreement  between the Parties hereto
  with respect to the subject matter hereof and  supersedes  all prior  agreements
  and understandings, oral or written, with respect to such matters.
  
           Section  10.5 Parties in Interest.  This  Agreement  shall inure to the
  benefit  of  and be  binding  upon  the  Parties  hereto  and  their  respective
  successors  and  assigns.  Nothing in this  Agreement,  express or  implied,  is
  intended to confer upon any Person other than Purchaser,  Parent, the Sellers or
  their  successors or assigns,  any rights or remedies under or by reason of this
  Agreement.
  
           Section 10.6 Expense.  All costs and expenses  incurred by Purchaser in
  connection with this Agreement and the transactions contemplated hereby shall be
  borne by  Purchaser,  and all costs and  expenses  incurred  by the  Sellers  in
  connection with this Agreement and the transactions contemplated hereby shall be
  borne by the Sellers.
  
           Section 10.7  Governing  Law;  Jurisdiction;  Service of Process.  This
  Agreement  shall be governed by the laws of the State of Colorado,  its rules of
  conflict of laws  notwithstanding.  Purchaser  and each Seller  hereby agree and
  consent to be subject to the  exclusive  jurisdiction  of the  federal and state
  courts of the State of  Colorado or the  Commonwealth  of  Massachusetts  in any
  suit, action or proceeding  seeking to enforce any provision of, or based on any
  matter arising out of or in connection  with, this Agreement or the transactions
  contemplated  hereby.  Each Party hereby irrevocably  consents to the service of
  any and all process in any such suit,  action or  proceeding  by the delivery of
  such process to such Party at the address and in the manner  provided in Section
  10.1
  
           Section 10.8 Specific Performance. The Parties hereto agree that if any
  of the provisions of this  Agreement are not performed in accordance  with their
  specific terms or are otherwise  breached,  irreparable  damage would occur,  no
  <PAGE>
  
  adequate  remedy at law would exist and damages would be difficult to determine,
  and that the Parties  shall be entitled  to  specific  performance  of the terms
  hereof, in addition to any other remedy at law or equity.
  
           Section 10.9  Transfer  and Similar  Taxes.  Notwithstanding  any other
  provision  of this  Agreement  to the  contrary,  the Sellers  shall  assume and
  promptly  pay  when  due  all  sales,   property,   use,  privilege,   transfer,
  documentary,  gains,  stamp,  duties,  recording  and  similar  Taxes  and  fees
  (including any penalties, interest or additions) imposed upon any Party incurred
  in connection with the transactions contemplated by this Agreement.
  
           Section 10.10 Headings.  The heading references herein and in the table
  of contents hereto are for  convenience  purposes only, do not constitute a part
  of this  Agreement,  and  shall  not be  deemed  to limit or  affect  any of the
  provisions hereof.
  
           Section 10.11  Non-Solicitation of Employees.  For a period of four (4)
  years from the Closing  Date,  neither  Purchaser nor Parent on the one hand nor
  the  Sellers  or BCGI on the other  hand will hire,  contract,  or  solicit  the
  employment  of any current  employee or former  employee of the other party (the
  "employer")  for or on behalf of itself or any other  person or entity,  without
  the prior written consent of the employer.  The foregoing provision shall not be
  applicable to Purchaser or Parent hiring the New Employees pursuant to the terms
  hereof.  With  respect  to  former  employees  of  an  employer,  the  foregoing
  provisions will not apply if such former employee was terminated by the employer
  or a period of six (6) months has elapsed from the last date that such  employee
  was employed by the employer.
  
           Section 10.12 Other Services. The Sellers and BCGI shall make available
  the services of Dorothy  McCarthy,  so long as she is employed by the Sellers or
  BCGI, for  consultation  with Purchaser for up to 40 hours per week for a period
  of six (6) months, following the Closing Date. Purchaser shall have the right to
  request the  services of Dorothy  McCarthy  and shall pay for all such  services
  requested  at the rate of $78.13 per hour,  payable  monthly in arrears.  If the
  Purchaser requests that a retention package be offered to Dorothy McCarthy, then
  the  aforesaid  rate shall be increased  to reflect  this cost.  Nothing in this
  Agreement  shall  require  the  Sellers to maintain  the  employment  of Dorothy
  McCarthy for the full time period referenced  herein.  The Sellers also agree to
  provide  office  space,  supplies  and  telephone  for use by two  employees  of
  Purchaser  at the office of the Sellers as  mutually  agreed upon by the Parties
  during the term of the Strategic Relationship Agreement. Purchaser agrees to pay
  the Sellers the sum of $500.00 per month per employee for such services.
  
  
  
                              [SIGNATURE PAGES FOLLOW]
  
  
  <PAGE>
  
  
                                                           SIGNATURES
  
           IN WITNESS WHEREOF,  the Parties have executed or caused this Agreement
  to be executed as of the date first written above.
  
                              TeleTech Holdings, Inc.
  
  
                              By:  /s/ Norman A. Blome
                              --------------------------------------------------
                              Name:   Norman A. Blome
                              --------------------------
                              Title: Treasurer
                              ---------------------------------
  
  
                             TeleTech Customer Care Management (Colorado), Inc.
  
                             By:   /s/ Norman A. Blome
                             --------------------------------------------------
  
                             Name: Norman A. Blome
                             ----------------------------
                             Title: Treasurer
                             ---------------------------------
  
                             Boston Communications Group Inc.
  
                             By:      /s/ Karen A. Walker
                             --------------------------------------------------
                             Name:  Karen A. Walker
                             -------------------------------------------
                             Title:  Chief Financial Officer and
                                     Treasurer
  
  
                             Cellular Express, Inc.
  
                             By:      /s/ Karen A. Walker
                             --------------------------------------------------
                             Name: Karen A. Walker
                             -------------------------------------------
                             Title:  Chief Financial Officer and
                                     Treasurer
  
                             Wireless TeleServices Corp.
  
                             By:      /s/ Karen A. Walker
                             --------------------------------------------------
                             Name: Karen A. Walker
                             -------------------------------------------
                             Title:  Chief Financial Officer and
                                     Treasurer
  
  <PAGE>
  
  
  
                                        -52-
  
  
  
  
  Exhibit 99.1
  
  
  Contacts:
  
  TeleTech                                  Boston Communications Group
  Kirsten Hamling                           Tracy Baumert
  Investor Relations                        Investor Relations
  303-894-7379                              617-692-7000
  kirstenhamling@teletech.com               tracy_baumert@boscomm.net
  
                             BOSTON COMMUNICATIONS GROUP
  
                  CLOSES SALE OF CUSTOMER CARE DIVISION TO TELETECH
  
  
  Woburn,  Mass., and Denver, Co., November 8, 2000 - Boston  Communications Group
  (Nasdaq:  BCGI),  the market  leader in prepaid  wireless,  today  announced the
  closing  of  the  sale  of its  customer  care  division  in an  asset  purchase
  transaction to TeleTech  Holdings,  Inc.  (Nasdaq:  TTEC),  the  fastest-growing
  global provider of customer management and B2B infrastructure  services.  Boston
  Communications  services the top 5 U.S. wireless  operators and approximately 70
  wireless  carriers and  resellers,  positioning  them a clear leader in both the
  prepaid and post-paid  wireless  services  market.  This sale is consistent with
  BCGI's  strategy  to focus on its core  prepaid  wireless  business  and related
  mobile  commerce  applications as well as TeleTech's  vertical market  expansion
  plans, greatly enhancing its strategic position in the wireless market.
  
  TeleTech  purchased  the customer  care  division of BCGI in a cash  transaction
  valued at $15 million,  including a $13 million cash payment and  assumption  of
  approximately  $2 million of liabilities.  The acquisition will be accounted for
  under the purchase method of accounting.  Under the terms of the agreement, BCGI
  could receive additional cash payments, totaling up to an additional $20 million
  over four years, based upon achievement of predetermined revenue targets for its
  customer care division.
  
  The  transaction  received  clearance  under  the  Hart-Scott-Rodino   Antitrust
  Improvements Act and closed on November 7, 2000.
  
  Per the  agreement,  Boston  Communications  Group and  TeleTech  also  formed a
  strategic alliance and have begun to jointly market and sell their products on a
  worldwide  basis,  bringing a  powerful  suite of pre- and  post-paid  services,
  billing  and  eCRM   capabilities   to  wireless   carriers   and  the  emerging
  mobile/electronic commerce market.
  
  
  BOSTON COMMUNICATIONS GROUP PROFILE
  <PAGE>
  
  Founded in 1988, BCGI provides universal  real-time  transaction  processing and
  payment  services as well as other  enhanced voice and data services to wireless
  carriers  through  its  Intelligent   Voice  Services  Network  (IVSN)  and  its
  proprietary,  highly scalable  transactions  processing  platform.  Through this
  unmatched nationwide real-time infrastructure,  BCGI provides one or more of its
  services to approximately 70 wireless carriers and resellers, including the five
  largest domestic  carriers.  At the heart of its IVSN is BCGI's prepaid wireless
  service that has emerged as North America's  largest  real-time billing network.
  BCGI's prepaid IVSN now serves over 2.7 million subscribers,  handling more than
  a billion  minutes of prepaid  wireless phone use per year.  Please visit BCGI's
  web site at http://www.bcgi.net.
  
  TELETECH PROFILE
  
  Founded   in  1982,   TeleTech   is  the   leading   provider   of   integrated,
  eCommerce-enabling  customer relationship management solutions (eCRM) for global
  organizations  predominantly  in  the  telecommunications,  financial  services,
  technology, government and transportation industries. TeleTech has operations in
  ten countries which include Argentina,  Australia,  Brazil,  Canada, Mexico, New
  Zealand,  Singapore, Spain, the U.K. and the U.S.. TeleTech's eCRM capabilities,
  including  B2B  electronic  channel  management  and database  management,  help
  companies inform,  acquire,  service, grow and retain their customers throughout
  the entire relationship lifecycle. Its innovative customer interaction platform,
  CyberCare,  integrates  the full spectrum of voice and Internet  communications,
  including  custom  e-mail   response,   "chat"  and  extensive  Web  co-browsing
  capabilities.  Through 43 customer  interaction centers in the Americas,  Europe
  and Asia,  TeleTech couples  high-velocity  e-infrastructure  service deployment
  with premier quality  e-customer  relationship  management to assure our clients
  unparalleled success in acquiring, retaining and growing customer relationships.
  Information  regarding  TeleTech  Holdings can be found on the  Worldwide Web at
  http://www.teletech.com.
  
  FORWARD LOOKING STATEMENTS
           This press release  contains,  in addition to  historical  information,
  forward-looking  statements  that  involve  risks and  uncertainties,  including
  statements regarding potential future payout to the Company from the sale of its
  customer  service  division and the strategic  alliance between Teletech and the
  Company to jointly sell the Company's and Teletech's  services.  Such statements
  are based on management's  current  expectations  and are subject to a number of
  uncertainties  and risks that could cause  actual  results to differ  materially
  from those  described in the  forward-looking  statements.  Among the  important
  factors  that  would  cause  actual  results  to differ  materially  from  those
  indicated by such forward-  looking  statements are the  continuance of customer
  service to BCGI's  current  customers,  significant  decreases in business  from
  major  customers,  the lack of acceptance by the  marketplace of the services of
  the  Company  and or  Teletech,  the  inability  of the  Company or  Teletech to
  successfully  manage the strategic  alliance and the risk factors  detailed from
  time to time in the Company's  periodic  reports filed with the  Securities  and
  Exchange Commission.
  
  
  
  
                                                         # # #
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text: SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 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): October 12, 2000
                                  ----------------
  
                       BOSTON COMMUNICATIONS GROUP, INC.______
                  -------------- ---------------------------------
                 (Exact name of registrant as specified in charter)
  
      MASSACHUSETTS             ____0-28432___________             04-3026859
      -------------                                             ----------
  (State or other jurisdictio (Commission File Number)      (I.R.S. Employer
           of incorporation)                                 Identification No.)
  
  100 Sylvan Road, Woburn, Massachusetts                                  01801
  --------------------------------------                                  -----
         (Address of principal executive offices)                      (Zip Code)
  
         Registrant's telephone number, including area code: (617) 692-7000
  Item 2.           Disposition of Assets
  
           On November  7, 2000  Boston  Communications  Group,  Inc.,  a Delaware
  corporation  (the "Company"),  closed the sale of its  Teleservices  Division to
  TeleTech Customer Care Management (Colorado),  Inc., a Colorado corporation (the
  "Buyer").  The assets involved in the transaction were those used by the Company
  to provide teleservice support for inbound  teleservices needs of subscribers of
  wireless  communications  carriers in the United States. The total consideration
  received  by the Company in the  transaction  was $15  million,  including a $13
  million cash payment and the assumption by the Buyer of approximately $2 million
  of  liabilities.  Under the terms of the  agreement,  the Company  could receive
  additional  cash  payments,  totaling up to an additional  $20 million over four
  years,  based  upon  achievement  of  predetermined   revenue  targets  for  the
  Teleservices  Division.  Prior  to  the  transaction,  there  were  no  material
  relationships  between  the  Buyer  and  the  Company  or any  of the  Company's
  affiliates,  directors  or officers  or any  associate  of any such  director or
  officer.
  
           A copy of the related  press release  announcing  this  information  is
  attached to this report as Exhibit 99.1.
  
  Item 7.                                   Financial Statements and Exhibits
  
  (b) Proforma Financial Information
  
  The accompanying pro forma condensed  consolidated balance sheet as of September
  30, 2000 assumes that the Company sold its  Teleservices  assets to the Buyer on
  the last reported  balance sheet date,  September 30, 2000. The accompanying pro
  forma condensed consolidated statements of operations for the for the year ended
  December 31, 1999 and for the nine month period ended September 30, 2000, assume
  the sale of the Telservices  assets took place on January 1, 1999. The pro forma
  condensed consolidated statements of operations do not include the effect of the
  gain  from the  Company's  sale of the  Teleservices  assets to the  Buyer.  The
  accompanying pro forma  information is presented for illustrative  purposes only
  and is not  necessarily  indicative  of the  financial  position  or  results of
  operations  which would actually have been reported had the sale of Teleservices
  assets  occurred during the periods  presented,  or which may be reported in the
  future. The accompanying pro forma consolidated  financial  statements should be
  read in conjunction with the historical  financial  statements and related notes
  thereto for the Company.
  BOSTON COMMUNICATIONS GROUP, INC. AND SUBSIDIARIES
                    PROFORMA CONDENSED CONSOLIDATED BALANCE SHEET
                 (In thousands, except share and per share amounts)
                                     (Unaudited)
  
  ASSETS                                                                                    September 30, 2000
                                                                                            ------------------
                                                                            As Reported            Adjustments        Pro Forma
  Current assets:
  Cash, cash equivalents and short-term investments                               $40,076             $11,200(a)       $51,276
  Accounts receivable, net of allowance for billing
    Adjustments and doubtful accounts of $1,987 in 2000
                                                                                   18,484                               18,484
  Prepaid expenses and other assets                                                 2,140                                2,140
  Assets held for sale                                                              3,758             (3,758)(b)            -
                                                                                  --------             ----------       ------
       Total current assets                                                        64,458               7,442           71,900
  
  Property and equipment, net                                                      43,194                               43,194
  Goodwill and other assets                                                         3,429                                3,429
                                                                                 --------                               -----
       Total assets                                                              $111,081               $7,442        $118,523
                                                                                 ========               ======        ========
  
  LIABILITIES AND SHAREHOLDERS' EQUITY
  Current liabilities:
   Accounts payable & accrued expenses                                            $19,609              $2,600(c)       $22,209
    Current maturities of capital lease obligations                                 1,186                                1,186
                                                                                ---------                              --------
       Total current liabilities                                                   20,795                 2,600         23,395
  
  Capital lease obligations, net of current maturities                              1,046                                1,046
  Deferred income taxes                                                             2,557                                2,557
  Shareholders' equity:
  Common Stock,  voting,  par value $.01 per share,  35,000,000 shares authorized,
    16,967,040 shares issued
                                                                                     170                                   170
  Additional paid-in capital                                                       94,863               900(d)          95,763
  Treasury stock  (101,420 shares, at cost)                                         (673)                                 (673)
  Accumulated deficit                                                             (7,677)             3,942(e)          (3,735)
                                                                                  ---------            -------         -------
  Total shareholders' equity                                                      86,683                 4,842          91,525
                                                                                  -------                -----          ------
       Total liabilities and shareholders' equity                               $111,081                $7,442        $118,523
                                                                                =========               ======         ========
  BOSTON COMMUNICATIONS GROUP, INC. AND SUBSIDIARIES
              PROFORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share amounts)
                                     (Unaudited)
  
                                                                                 Nine months ended September 30, 2000
                                                                              Historical          Adjustments      Pro Forma
  Revenues:
    Prepaid wireless services                                                    $39,000                               $39,000
    Teleservices                                                                  22,050         $(22,050)(f)                -
    Roaming services                                                              13,952                                13,952
    System sales                                                                   3,307                                 3,307
                                                                                   -----                                 -----
  Total Revenues                                                                  78,309             (22,050)           56,259
  
  Expenses:
    Cost of service revenues                                                      38,822          (16,960)(f)           21,862
    Cost of system revenues                                                        1,570                                 1,570
    Engineering, research and development                                          5,822                                 5,822
    Sales and marketing                                                            4,167             (252)(f)            3,915
    General and administrative                                                     5,848             (756)(f)            5,092
    Depreciation and amortization                                                 13,920           (2,009)(f)           11,911
                                                                                  ------           ----------           ------
  Total operating expenses                                                        70,149             (19,977)           50,172
                                                                                  ------             --------           ------
  Operating income                                                                 8,160              (2,073)            6,087
  Interest income                                                                  1,192               120(f)            1,312
                                                                                   -----               ------            -----
  Income from continuing operations before income taxes                            9,352              (1,953)            7,399
  
  Provision for income taxes                                                       3,727             (776)(f)            2,951
                                                                                   -----             --------            -----
  Income from continuing operations                                               $5,625             $(1,177)           $4,448
                                                                                  ======             ========           ======
  
  Basic net income per common share:
     Continuing operations                                                         $0.34                                 $0.27
                                                                                   =====                                 =====
   Weighted average common shares outstanding                                     16,506                                16,506
                                                                                  ======                                ======
  
  Diluted net income per common share:
     Continuing operations                                                          $0.32                                 $0.26
                                                                                    =====                                 =====
     Weighted average common shares outstanding                                    17,370                                17,370
                                                                                   ======                                ======
  
                                                                            Year ended December 31, 1999
                                                                  As Reported          Adjustments        Pro Forma
  Revenues:
    Prepaid wireless services                                          $36,920                                   $36,920
    Teleservices                                                        40,870         $(40,870)(g)                    -
    Roaming services                                                    22,249                                    22,249
    System sales                                                        5,012                                     5,012
                                                                        ------                                    -----
                                                                       105,051             (40,870)               64,181
  Expenses:
    Cost of service revenues                                            65,689          (35,175)(g)               30,514
    Cost of system revenues                                              3,434                                     3,434
    Cost of system revenues-one-time charge                              1,824                                     1,824
    Engineering, research and development                                6,045              (59)(g)                5,986
    Sales and marketing                                                  6,507             (432)(g)                6,075
    General and administrative                                           7,269           (1,024)(g)                6,245
    Depreciation and amortization                                      15,570            (2,785)(g)              12,785
                                                                       -------           ----------              ------
  Total operating expenses                                             106,338             (39,475)               66,863
                                                                       -------             --------               ------
  Operating income (loss)                                              (1,287)              (1,395)              (2,682)
  Interest income                                                         896               (45)(g)                 941
                                                                          ----              -------                 ---
  Income (loss) from continuing operations before income
  taxes                                                                  (391)              (1,350)
                                                                                                                 (1,741)
  Provision (benefit) for income taxes                                   395               (541)(g)              (146)
                                                                         -----             --------               ----
  Income (loss) from continuing operations
                                                                        $(786)               $(809)             $(1,595)
                                                                        ======               ======             ========
  
  Basic and diluted net loss per common share:
     Continuing operations                                             $(0.05)                                   $(0.10)
                                                                       =======                                   =======
     Weighted average common shares
     Outstanding                                                        16,529                                    16,529
                                                                        ======                                    ======
  NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2000
  AND PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED
  DECEMBER 31, 1999 AND THE NINE MONTHS ENDED SEPTEMBER 30, 2000 (UNAUDITED AND IN
  THOUSANDS)
  
  Note (1) Pro Forma Condensed Balance Sheet Adjustments
  
  On November 7, 2000 Boston  Communications  Group, Inc., a Delaware  corporation
  (the  "Company"),  closed  the sale of its  Teleservices  Division  to  TeleTech
  Customer Care Management (Colorado), Inc., a Colorado corporation (the "Buyer").
  The assets involved in the transaction were those used by the Company to provide
  teleservice  support for inbound  teleservices  needs of subscribers of wireless
  communications  carriers in the United States. The total consideration  received
  by the Company in the transaction was $15 million,  including a $13 million cash
  payment  and  the  assumption  by the  Buyer  of  approximately  $2  million  of
  liabilities.  Under  the  terms of the  agreement,  the  Company  could  receive
  additional  cash  payments,  totaling up to an additional  $20 million over four
  years,  based  upon  achievement  of  predetermined   revenue  targets  for  the
  Teleservices  Division.  Prior  to  the  transaction,  there  were  no  material
  relationships  between  the  Buyer  and  the  Company  or any  of the  Company's
  affiliates,  directors  or officers  or any  associate  of any such  director or
  officer.  The  following  pro forma  adjustments  are  required  to reflect  the
  Company's sale of the Teleservices  assets to the Buyer as of September 30, 2000
  (the balance sheet date):
  
       (a)  To record the  Company's  net cash received from the sale to the Buyer
            ($12.8 less $1.6 in expenses).
       (b)  To eliminate the assets held for sale.
       (c)  To record  income taxes related to the gain on the  disposition  using
            40% income tax rate.
       (d)  To record non-cash compensation expense related to the sale.
       (e)  To reflect the gain on the sale of the net assets.
  
  Note (2) Pro Forma Condensed Consolidated Statements of Operations Adjustments
  
  The  following  pro forma  adjustments  are  required  to reflect  the pro forma
  condensed  consolidated  statements  of  operations as a result of the Company's
  sale of the assets to the Buyer for the  periods  ended  December  31,  1999 and
  September  30,  2000.  For  purposes  of the pro  forma  condensed  consolidated
  statements of operations, it is assumed that the sale of the Teleservices assets
  occurred  on January 1, 1999 so that the  statements  of  operations  would only
  include results from continuing  operations and excludes the gain on disposition
  as a material nonrecurring event.
  
  Nine Months Ended September 30, 2000
  
  (f)      To  eliminate  the  effects  of  the  Teleservices  operations  on  the
           condensed  consolidated  statement  of  operations  for the nine months
           ended September 30, 2000.
  
  Year Ended December 31, 1999
  
  (g)      To  eliminate  the  effects  of  the  Teleservices  operations  on  the
           condensed  consolidated  statement  of  operations  for the year  ended
           December 31, 1999.
  
  (c)      Exhibits
  
  2.1  Asset Purchase Agreement, dated as of October 11, 2000 by and among
       TeleTech Holdings, Inc., TeleTech Customer Care Management (Colorado),
       Inc., Boston Communications Group, Inc., Cellular Express, Inc. and
       Wireless TeleServices Corp.
  
  99.1 Press release issued by Boston  Communications  Group, Inc. on
       November 8, 2000.
  SIGNATURE
  
           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.
  
                                  BOSTON COMMUNICATIONS GROUP, INC.
  
                                  By:__/s/  Karen A. Walker___________________
  
                                    Name:  Karen A. Walker
                                    Title:  Chief Financial Officer and Treasurer
  
  Date: November 21, 2000
  EXHIBIT INDEX
  
      Exhibit No.                               Description of Exhibits
             2.1      * Asset Purchase Agreement,  dated as of October 11, 2000 by
                      and among TeleTech  Holdings,  Inc.,  TeleTech Customer Care
                      Management  (Colorado),  Inc., Boston  Communications Group,
                      Inc., Cellular Express, Inc. and Wireless TeleServices Corp.
  
            99.1      Press release issued by Boston Communications Group, Inc. on
                      November 8, 2000.
  
  *  Confidential treatment requested as to certain portions,  which portions have
     been deleted and filed separately with Securities and Exchange Commission.
  Exhibit 2.1
  
            Confidential Materials omitted and filed separately with the
           Securities and Exchange Commission. Asterisks denote omissions.
  
                              ASSET PURCHASE AGREEMENT
                                    by and among
  
                               TeleTech Holdings, Inc.
  
                                         and
  
                 TeleTech Customer Care Management (Colorado), Inc.
  
                                         and
  
                          Boston Communications Group Inc.
  
                                         and
  
                               Cellular Express, Inc.
  
                                         and
  
                             Wireless TeleServices Corp.
  
                            Dated as of October 11, 2000
  ASSET PURCHASE AGREEMENT
  
       ASSETPURCHASE AGREEMENT, dated as of October 11, 2000 (the "Agreement"), by
  and among TeleTech Holdings,  Inc., a Delaware corporation ("Parent"),  TeleTech
  Customer  Care  Management   (Colorado),   Inc.,  a  Colorado   corporation  and
  wholly-owned  subsidiary of Parent  ("Purchaser"),  Boston  Communications Group
  Inc.,  a  Massachusetts   corporation  ("BCGI"),   Cellular  Express,   Inc.,  a
  Massachusetts  corporation and wholly-owned  subsidiary of BCGI ("Cellular") and
  Wireless  TeleServices  Corp.,  a  Massachusetts  corporation  and  wholly-owned
  subsidiary  of BCGI  ("Wireless  TeleServices"  and together  with  Cellular the
  "Sellers").  Each of the Purchaser,  Parent, BCGI and the Sellers is referred to
  herein as a "Party" and collectively as the "Parties". RECITALS
  
           WHEREAS,   the  Sellers  are  engaged  in  the  business  of  providing
  teleservice  support  for  inbound  teleservices  needs  of the  subscribers  of
  wireless  communications  carriers in the United States (the "Business"),  which
  Business  is  referred to by the  Sellers as the  "Teleservices  Division"  (the
  "Division"); and
  
           WHEREAS,  subject  to  the  terms  and  conditions  contained  in  this
  Agreement,  the Sellers  intend to sell,  transfer and assign to Purchaser,  and
  Purchaser intends to purchase and acquire from the Sellers, substantially all of
  the assets of the Division, all on the terms set forth herein; and
  
           NOW THEREFORE, in consideration of the foregoing premises and for other
  good and valuable consideration, the receipt and sufficiency of which are hereby
  acknowledged, the Parties hereto agree as follows:
  
                                      ARTICLE I
                                DEFINITIONS AND TERMS
  
  Section 1.1 Certain Definitions.  As used in this Agreement, the following terms
       shall  have the  -------------------  meanings  set forth or as  referenced
       below:
  
           "Affiliate"  shall mean,  as to any Person (i) any other Person  which,
  directly or  indirectly,  is in control of, is controlled by, or is under common
  control with, such Person,  (ii) any  corporation or organization  (other than a
  Subsidiary  of such  Person) of which such  Person is an  officer,  director  or
  partner or is,  directly or indirectly,  the beneficial  owner of 10% or more of
  any class of equity  securities,  (iii) any trust or other  estate in which such
  Person has a substantial  beneficial  interest or as to which such Person serves
  as trustee or in a similar fiduciary  capacity,  and (iv) any relative or spouse
  of such Person,  or any  relative of such spouse,  who has the same home as such
  Person or who is a director  or officer of such  Person or any of its parents or
  Subsidiaries.  The term "control"  (including,  with correlative  meanings,  the
  terms  "controlled  by" and  "under  common  control  with"),  as applied to any
  Person,  means the  possession,  direct or  indirect,  of the power to direct or
  cause the  direction of the  management  and  policies of such  Person,  whether
  through the  ownership of voting  securities  or other  ownership  interest,  by
  contract or otherwise.
  "Agreement"  shall  have the  meaning  set  forth  in the  introductory
  paragraph of this Agreement.
  
           "Assets" shall have the meaning set forth in Section 2.1(a) hereof.
  
           "Assignment  and  Assumption  of  Contracts  Agreement"  shall have the
  meaning set forth in Section 7.2(g) hereof.
  
           "Assumed  Liabilities"  shall  have the  meaning  set forth in  Section
  2.1(c) hereof.
  
           "Balance  Sheet" shall mean the balance  sheet as of the Balance  Sheet
  Date included in the Division Financial Statements.
  
           "Balance Sheet Date" shall mean September 30, 2000.
  
           "BCGI" shall have the meaning set forth in the  introductory  paragraph
  of this Agreement.
  
           "Bill of Sale" shall mean such bills of sale to be entered  into by and
  between  Purchaser and each of the Sellers and BCGI on the Closing Date pursuant
  to which each of the  Sellers  and BCGI will  transfer  the Assets held by it to
  Purchaser  as  contemplated  by Section  2.1(a) of this  Agreement,  in form and
  substance  reasonably  satisfactory in each case to Purchaser and the applicable
  Seller or BCGI.
  
           "Business" shall have the meaning set forth in the Recitals hereof.
  
           "Business Day" shall mean any day other than a Saturday,  a Sunday or a
  day on which banks in Denver, Colorado and Boston,  Massachusetts are authorized
  or obligated by law or executive order to close.
  
           "Cellular"  shall  have  the  meaning  set  forth  in the  introductory
  paragraph of this Agreement.
  
           "Closing" shall have the meaning set forth in Section 3.2 hereof.
  
           "Closing Date" shall have the meaning set forth in Section 3.2 hereof.
  
           "Code" shall mean the Internal Revenue Code of 1986, as amended.
  
           "Computer  Programs"  shall  mean  (i) any and  all  computer  software
  programs, including all source and object code, (ii) databases and compilations,
  including any and all data and collections of data,  whether machine readable or
  otherwise,  (iii) all  descriptions,  flow-charts and other work product used to
  design,  plan, organize and develop any of the foregoing,  (iv) all domain names
  and  the  content  contained  on the  respective  Internet  site(s)  and (v) all
  documentation, including user manuals and training materials, relating to any of
  the foregoing.
  
           "Contracts" shall have the meaning set forth in Section 2.1(a) hereof.
  
           "Damages" shall have the meaning set forth in Section 8.2(a) hereof.
  "Division" shall have the meaning set forth in the Recitals hereof.
  
           "Division  Financial  Statements"  shall have the  meaning set forth in
  Section 4.6(e) hereof.
  
           "Earn-Out  Adjustment  Amount"  shall  have the  meaning  set  forth in
  Section 3.1(e) hereof.
  
           "Earn-Out  Payment"  shall have the meaning set forth in Section 3.1(c)
  hereof.
  
           "Employee  Benefit  Plan"  shall  mean  any (i)  nonqualified  deferred
  compensation  or retirement  plan or  arrangement  which is an Employee  Pension
  Benefit Plan, (ii) qualified defined contribution retirement plan or arrangement
  which is an Employee  Pension  Benefit Plan,  (iii)  qualified  defined  benefit
  retirement  plan or  arrangement  which  is an  Employee  Pension  Benefit  Plan
  (including  any  Multiemployer  Plan) or (iv) Employee  Welfare  Benefit Plan or
  material fringe benefit plan or program.
  
           "Employee  Pension  Benefit  Plan"  shall have the meaning set forth in
  Section 3(2) of ERISA.
  
           "Employee  Welfare  Benefit  Plan"  shall have the meaning set forth in
  Section 3(1) of ERISA.
  
            "Employment  Offer Letter" shall mean an Employment Offer Letter,  the
  form of which is attached hereto as Exhibit B.
  
            "ERISA"  shall mean the  Employee  Retirement  Income  Security Act of
  1974, as amended.
  
           "Excluded  Liabilities"  shall  have the  meaning  set forth in Section
  2.1(d) hereof.
  
           "Excluded  Assets"  shall have the  meaning  set forth in  Section  2.2
  hereof.
  
           "Financial  Statements"  shall  have the  meaning  set forth in Section
  4.6(a) hereof.
  
           "Governmental Authority" shall mean any national, federal, state, local
  or  foreign  judicial,   legislative,   executive  or  governmental   regulatory
  authority.
  
           "Hired Employees" shall mean William Lee, Raymond Smith and Sherry
            Leonard.
  
            "HSR Act" shall mean the Hart-Scott-Rodino  Antitrust Improvements Act
             of 1976, as amended,  and the rules and  regulations  promulgated
             thereunder.
  
           "Indebtedness"  of any  Person  at  any  date  shall  include  (i)  all
  indebtedness  of such Person for  borrowed  money or for the  deferred  purchase
  price of property or services (other than current trade liabilities  incurred in
  the  ordinary  course of  business  and  payable in  accordance  with  customary
  practices) and including earn-out or similar contingent  purchase amounts,  (ii)
  any other  indebtedness  of such  Person  which is  evidenced  by a note,  bond,
  debenture  or similar  instrument,  (iii) all  obligations  of such Person under
  capitalized   leases,  (iv)  all  obligations  of  such  Person  in  respect  of
  acceptances  issued  or  created  for  the  account  of  such  Person,  (v)  all
  liabilities secured by any Lien on any property owned by such Person even though
  such Person has not assumed or otherwise  become liable for the payment  thereof
  and (vi) all guarantees by such Person of obligations of others.
  
           "Instruments  of Transfer"  shall have the meaning set forth in Section
  2.1(b) hereof.
  
           "Intellectual  Property"  shall mean all  intellectual  property rights
  used in the  operation  of the Division as currently  conducted,  including  all
  patents  and  patent  applications,   trademarks,  trademark  registrations  and
  applications, service marks, service mark registrations and applications, logos,
  designs,  slogans and general  intangibles  of like  nature,  together  with all
  goodwill  related  to  the  foregoing,   trade  names,   copyrights,   copyright
  registrations and applications,  Computer Programs,  technology,  trade secrets,
  know-how, confidential confirmation, proprietary processes and formulae.
  
           "IRS" shall mean the Internal Revenue Service of the United States.
  
           "Knowledge"  means actual knowledge after reasonable due inquiry of any
  officer or director of the applicable Person.
  
           "Laws" shall mean any federal,  state,  foreign or local law,  statute,
  ordinance, rule, regulation, order, judgment or decree, administrative order, or
  administrative and judicial decision.
  
           "Liabilities" shall mean debts, liabilities,  commitments, obligations,
  duties  and  responsibilities  of any kind and  description,  whether  absolute,
  accrued,  contingent,  monetary or  nonmonetary,  direct or  indirect,  known or
  unknown, matured or unmatured or of any other nature.
  
           "Licenses" shall have the meaning set forth in Section 4.14(d) hereof.
  
           "Liens"  shall  mean any lien,  pledge,  mortgage,  security  interest,
  lease, charge,  option, right of first refusal,  easement,  servitude,  transfer
  restriction under any shareholder or similar agreement, or any other encumbrance
  of any nature whatsoever; except liens for taxes not yet due and payable.
  
           "Litigation"  shall mean any  litigation,  legal  action,  arbitration,
  proceeding,  material demand, material claim or investigation pending, or to the
  Knowledge of the Sellers or BCGI threatened, against, affecting or brought by or
  against  either of the Sellers or BCGI,  relating to the  Division or any of the
  Assets or Assumed Liabilities.
  
           "Marks" shall mean all trade names,  trademarks,  service marks,  brand
  names,  brand marks,  fictitious names or other  Intellectual  Property relating
  thereto.
  
           "Material  Adverse  Effect" shall mean, with respect to the same or any
  similar events, acts, conditions or occurrences,  whether individually or in the
  aggregate,  a material adverse effect on or a material adverse change in (i) the
  Assets  or  the  Assumed  Liabilities,  (ii)  any of  the  business,  prospects,
  condition  (financial or  otherwise),  operations,  assets or liabilities of the
  Division,  (iii) the  legality  or  enforceability  against  the Sellers of this
  Agreement  or (iv) the ability of each of the Sellers to perform its  respective
  obligations  and to  consummate  the  transactions  under  this  Agreement.  For
  purposes of clauses (i) and (ii) of this  definition  and without  limiting  the
  generality of the foregoing, an effect or change with respect to the same or any
  similar event(s),  act(s),  condition(s) or occurrence(s) individually or in the
  aggregate with respect to which the Sellers would reasonably be expected to have
  $100,000 in the aggregate or more in Damages  being  asserted  against,  imposed
  upon  or  sustained  by the  Assets  or  the  Division  taken  as a  whole  or a
  corresponding  increase in the Assumed  Liabilities shall constitute a "material
  adverse" effect or change.
  
           "Material  Contracts"  shall  have the  meaning  set  forth in  Section
  4.13(a) hereof.
  
           "Multiemployer  Plan" shall have the meaning set forth in Section 3(37)
  of ERISA.
  
           "New  Employees"  shall have the meaning  set forth in Section  6.10(a)
  hereof.
  
           "Nondelivered  Asset"  shall have the  meaning set forth in Section 2.3
  hereof.
  
           "Other Entity" shall have the meaning set forth in Section 4.2 hereof.
  
           "Parent" shall have the meaning set forth in the introductory paragraph
  of this Agreement.
  
           "Parties"  shall  have  the  meaning  set  forth  in  the  introductory
  paragraph of this Agreement.
  
           "Party" shall have the meaning set forth in the introductory  paragraph
  of this Agreement.
  
           "Permits"  shall  mean  as  to  any  Person,  all  licenses,   permits,
  franchises, orders, approvals,  concessions,  registrations,  authorizations and
  qualifications under any federal,  state, local or foreign laws with any and all
  Governmental  Authorities or with any and all industry or other non-governmental
  self-regulatory organizations that are issued to such Person.
  
           "Person"  shall  mean an  individual,  a  corporation,  a  partnership,
  limited  liability  company,  an  association,   a  trust  or  other  entity  or
  organization.
  
           "Preexisting  Business"  shall  mean  (a) any  agreement,  contract  or
  arrangement  existing as of the Closing Date for the  provision of  Teleservices
  Products and Services by Parent or its Affiliates; (b) Teleservices Products and
  Services business based upon outstanding or existing  proposals of Parent or its
  Affiliates as of the Closing Date, to wit: AT&T Fixed  Wireless  Division  (also
  known as, Digital Broadband) for provisioning,  customer care, sales and billing
  support;  Rogers Cantell Wireless  division  customer care;  BellSouth  Mobility
  provisioning and customer care;  Qwest Wireless  customer care and inbound sales
  and SBC Wireless  Hispanic  customer  care;  (c) any  Teleservices  Products and
  Services provided to Verizon  Communications,  or its successors and assigns, as
  deemed  by  Verizon  Communications  or  its  successor  and  assigns  to  be in
  substitution for Teleservices Products and Services currently provided by Parent
  or its Affiliates to Verizon's CLEC Division; and (d) any subsequent extensions,
  renewals,  modifications  and  amendments  related to the business  described in
  subparagraphs  (a), (b) and (c) above.  For the avoidance of doubt,  Preexisting
  Business shall not include any business  generated by Parent,  Purchaser and any
  of their Affiliates, based exclusively upon the opportunity introduced to Parent
  by  the  Sellers  relating  to  Verizon  Communication's  Great  Lakes  wireless
  communications business.
  
            "Prohibited  Transactions" shall mean any prohibited transaction under
  Section  4975 of the Code or  Section  406 or 407 of ERISA  with  respect to any
  Employee Benefit Plan.
  
           "Projections"  shall  have the  meaning  set  forth in  Section  4.6(c)
  hereof.
  
           "Purchase  Price"  shall have the meaning  set forth in Section  3.1(a)
  hereof.
  
           "Purchaser"  shall  have the  meaning  set  forth  in the  introductory
  paragraph of this Agreement.
  
           "Purchaser Indemnified Parties" shall mean Purchaser,  Parent and their
  successors, assigns, Affiliates and the agents and employees of any of them.
  
           "Qualifying Revenue" for calendar years 2001, 2002, 2003 and 2004 shall
  mean  the  difference  between  (i)  the  sum of (y) the  annual  gross  revenue
  recognized in accordance with US GAAP by Purchaser,  Parent and any Affiliate of
  Purchaser or Parent for the  respective  calendar  year derived  solely from the
  following  sources:  (A) those Contracts set forth on Attachments 1 and 2 to the
  Assignment and Assumption of Contracts  Agreement,  and any subsequent renewals,
  work  authorizations,  amendments  or  modifications  thereto  entered  into  by
  Purchaser, Parent and any Affiliate of Purchaser or Parent; (B) any extension of
  the existing relationships with the parties to the
  Confidential Materials omitted and filed
                           separately with the Securities
                              and Exchange Commission.
                             Asterisks denote omissions.
  
  Contracts set forth on  Attachments 1 and 2 to the  Assignment and Assumption of
  Contracts  Agreement,  pursuant to new contracts or agreements for the provision
  of Teleservices Products and Services to wireless telecommunications carriers by
  Purchaser,  Parent and any  Affiliate  of  Purchaser  or Parent,  excluding  any
  revenue  derived from any Preexisting  Business;  (C) leads for the provision of
  Teleservices Products and Services to wireless teleservices  carriers,  (and any
  extension of the business  relationship  with those  parties,  provided that the
  agreements and arrangements  from such leads generate revenue of $1,000,000,  or
  more,  within the first  twelve (12) months after the  operational  date of such
  agreements  and  arrangements),  provided  by  BCGI  pursuant  to the  Strategic
  Relationship  Agreement  attached  hereto as Exhibit D, between BCGI and Parent,
  resulting in commissionable payments under the Strategic Relationship Agreement;
  and (D) leads for the provision of Teleservices Products and Services to parties
  unrelated to wireless teleservices Business,  excluding,  however, any renewals,
  amendments or modifications  thereto;  plus (z) any revenue actually received by
  Purchaser,  Parent or their Affiliates after June 15 of the respective  calendar
  year, which revenue was recognized in a previous  calendar year,  beginning with
  revenue recognized in calendar year 2001; and (ii) the amount of such recognized
  revenue described is subsection (y) above that has not been actually received by
  Parent,  Purchaser  or any of  their  Affiliates  on or  before  April  1 of the
  succeeding year.
  
           "Real  Property"  shall have the  meaning  set forth in Section  4.8(b)
  hereof.
  
            "Related  Agreements"  shall have the meaning set forth in Section 4.1
  hereof.
  
            "Resolution Period" shall have the meaning set forth in Section 8.4(c)
  hereof.
  
           "Revenue  Target"  shall  mean the  following  amounts  for each of the
  respective  calendar years: (i) $[**] for 2001; (ii) $[**] for 2002; (iii) $[**]
  for 2003; and (iv) $[**] for 2004.
  
           "Schedule"  and any references to specific items therein shall mean the
  disclosure schedule delivered by the Sellers to Purchaser contemporaneously with
  the execution of this Agreement.
  
           "Sellers"  shall  have  the  meaning  set  forth  in  the  introductory
  paragraph to this Agreement. Unless the context specifically provides otherwise,
  use of the term "Sellers"  herein shall mean either of the Sellers  individually
  and both of the Sellers collectively.
  
           "Sellers'  401(k)  Plan"  shall have the  meaning  set forth in Section
  6.10(b) hereof.
  
           "Seller   Indemnified   Parties"  shall  mean  the  Sellers  and  their
  successors, assigns, Affiliates and the agents and employees of any of them.
  
           "Sellers'  Welfare  Plans"  shall have the meaning set forth in Section
  6.10(a) hereof.
  
           "Software"  means  computer  software,  programs  and  databases of the
  Division in any form, including Internet web sites, web site content,  member or
  user lists and  information  associated  therewith and links,  object code,  run
  time, build time, protocols, operating systems and specifications,  files, data,
  databases,  database management code, utilities, user interfaces, menus, images,
  icons,  forms,  objects,   screens,  report  formats,   templates,   methods  of
  processing, software engines, platforms, data formats, encryption keys and other
  security  features,  all  versions,  updates,  corrections,   enhancements,  and
  modifications  thereof,  and all  related  documentation,  developer  and design
  notes, comments and annotations.
  
           "Statement  of  Revenue"  shall have the  meaning  set forth in Section
  3.1(h) hereof.
  
           "Subsidiary" shall mean, with respect to any Person, any corporation or
  other organization, whether incorporated or unincorporated, of which such Person
  or any other  subsidiary  of such  person  beneficially  owns a majority  of the
  voting or equity interests.
  
           "Tax Law" shall mean any Law relating to Taxes.
  
           "Tax Return" shall mean any return, report, information return or other
  document  (including  any related or  supporting  information)  with  respect to
  Taxes.
  
           "Taxes" shall mean all taxes, charges, fees, duties, levies,  penalties
  or other assessments  imposed by any Governmental  Authority,  including income,
  gross receipts,  excise,  property,  sales,  gain, use, license,  capital stock,
  transfer,  franchise,  payroll,  withholding,  social  security or other  taxes,
  including any interest, penalties or additions attributable thereto.
  
           "Teleservices Products and Services" shall mean customer care solutions
  for third parties from basic  customer  assistance to full 24x7  duplication  of
  customer  care  environments.  In  addition,  services  include  implementation,
  training and consulting with respect to customer care solutions.
  
           "Treasury   Regulations"  shall  mean  the  United  States  Income  Tax
  Regulations, including Temporary Regulations, promulgated under the Code, as the
  same  may be  amended  hereafter  from  time  to time  (including  corresponding
  provisions of succeeding U.S. Income Tax Regulations).
  
           "US  GAAP"  means  the  United  States  generally  accepted  accounting
  principles.
  
           Section 1.2 Terms Generally. The definitions in Section 1.1 shall apply
  equally to both the singular and plural forms of the terms defined. Whenever the
  context may require,  any pronoun  shall  include the  corresponding  masculine,
  feminine and neuter forms. The words "include," "includes" and "including" shall
  be deemed to be followed by the phrase "without limitation" even if not followed
  actually by such phrase unless the context expressly provides otherwise.  Unless
  otherwise expressly defined,  terms defined in the Agreement shall have the same
  meanings  when used in any Exhibit or Schedule and terms  defined in any Exhibit
  or Schedule  shall have the same  meanings  when used in the Agreement or in any
  other  Exhibit  or  Schedule.   The  words  "herein,"   "hereof,"  "hereto"  and
  "hereunder" and other words of similar import refer to this Agreement as a whole
  and  not to any  particular  provision  of  this  Agreement.  The  phrase  "made
  available" in this  Agreement  shall mean that the  information  referred to has
  been made  available  by the Party in  question.  The phrases  "the date of this
  Agreement,"  "the date hereof," and terms of similar import,  unless the context
  otherwise  requires,  shall be  deemed  to  refer  to the date set  forth in the
  introductory paragraph of this Agreement. References to "dollars" or "$" in this
  Agreement  shall  mean  United  States  dollars  unless  the  context   provides
  otherwise.
  
                                     ARTICLE II
                        ACQUISITION AND DISPOSITION OF ASSETS
  
           Section 2.1       Purchase and Sale of Assets
  
                    (a) Upon the  terms  and  subject  to the  conditions  of this
  Agreement,  at the  Closing  the  Sellers  and BCGI will sell,  convey,  assign,
  transfer and deliver to Purchaser,  and Purchaser will purchase and pay for, all
  of the Sellers' and BCGI's right, title and interest in and to all of the assets
  listed on  Schedule  2.1(a),  which  consist of all of the  properties,  assets,
  claims, contracts, Intellectual Property and businesses of every kind, character
  and  description,  whether  tangible or  intangible,  whether real,  personal or
  mixed, whether accrued,  contingent or otherwise,  and wherever located, used in
  the operation of and  constituting  the Division  (collectively  the  "Assets"),
  except the Excluded Assets including, without limitation, the following:
  
                      (i)  all  Intellectual  Property of the  Division  listed on
                           Schedule 2.1(a)(i);
  
                      (ii) all contracts,  agreements,  contract  rights,  license
                           agreements,  purchase and sales orders,  quotations and
                           other  executory  commitments  of each  Seller and BCGI
                           entered into in  connection  with the  operation of the
                           Division    listed   on   Schedule    2.1(a)(ii)   (the
                           "Contracts");
  
                      (iii)all Computer  Programs,  computer equipment and related
                           software and software  licenses,  office  equipment and
                           other  personal  property  of the  Division  listed  on
                           Schedule 2.1(a)(iii);
  
                      (iv) all  books of  account,  customer  and  supplier  lists
                           including  addresses,   drawings,   files,  papers  and
                           records of or relating to the Division;
  
                      (v)  all  deposits,  advance  payments,  prepaid  items  and
                           expenses,   deferred  charges,  rights  of  offset  and
                           credits and claims for refund of the Division listed on
                           Schedule 2.1(a)(v);
  
                      (vi) all claims,  rights and causes in action  against third
                           parties and all rights to insurance  proceeds  relating
                           to any damage, destruction or impairment of the Assets;
  
                      (vii)subject  to  the  receipt  of  necessary   consents  or
                           approvals  to  transfer  pursuant  to the  transactions
                           contemplated in this Agreement, all licenses,  permits,
                           consents   and    certificates   of   any   regulatory,
                           administrative  or other  governmental  agency  or body
                           issued  to or  held  by each  Seller  necessary  to the
                           conduct of the business of the Division;
  
                      (viii) all fixed assets and inventory of the Division;
  (ix) the leasehold interests list on Schedule 2.1(a)(ix) and
                           all of the Sellers'  rights in  leasehold  improvements
                           related thereto;
  
                      (x)  all goodwill,  if any,  associated  with the Assets and
                           the Division; and
  
                      (xi) all other  miscellaneous  items  set forth on  Schedule
                           2.1(a)(xi).
  
            (b) The sale,  conveyance,  assignment,  transfer  and delivery of the
            Assets will be  effected  by  delivery  by the Sellers  and/or BCGI to
            Purchaser of (i) the Bill of Sale,  (ii) the Assignment and Assumption
            of  Contracts  Agreement  and (iii)  such  other  good and  sufficient
            instruments of conveyance,  transfer and assignment (together with the
            Bill of Sale and the Assignment and Assumption of Contracts Agreement,
            the  "Instruments  of  Transfer")  as  shall be  necessary  to vest in
            Purchaser full right, title and interest in and to the Assets.
  
            (c) Upon the terms and subject to the  conditions  of this  Agreement,
            including  but not  limited  to the  exceptions  set forth in  Section
            2.1(d),  at the  Closing  Purchaser  will (i) assume and agree to pay,
            perform and discharge as and when due the  liabilities and obligations
            of the Sellers or BCGI listed in  Schedule  2.1(c)(1)  and (ii) assume
            and  agree  to  perform  and  discharge  all  of the  liabilities  and
            obligations under the agreements listed on Schedule  2.1(c)(2),  which
            relate to the Division and are to be performed on or after the Closing
            Date (collectively,  the "Assumed Liabilities"). The assumption of the
            Assumed  Liabilities  by  Purchaser  will be  effected  by delivery by
            Purchaser  to  the  Sellers  of  the  duly  executed   Assignment  and
            Assumption of Contracts Agreement.
  
            (d)  Except  for  the  Assumed  Liabilities  and as  may be  expressly
            provided for in this Agreement, Purchaser shall not assume and neither
            the Sellers,  BCGI nor their  Affiliates shall assign to Purchaser and
            the  Sellers,  BCGI and their  Affiliates,  as is  appropriate,  shall
            remain  liable for, any liability or  obligation,  direct or indirect,
            absolute  or  contingent,  of the  Sellers,  BCGI  or any  Subsidiary,
            division,  associate  or  Affiliate  of the  Sellers,  BCGI  or of any
            Person,  relating to (i) Taxes with respect to or  attributable to the
            Assets  for  all  taxable  periods  through  the  Closing  Date or the
            properties,  business  or  operations  of  the  Sellers,  BCGI  or any
            Subsidiary,  division,  associate  or Affiliate of the Sellers or BCGI
            and Taxes of the Sellers or BCGI with  respect to or  attributable  to
            the   transactions   contemplated   hereby  or  otherwise,   (ii)  any
            liabilities  associated  with the  Excluded  Assets,  (iii)  any other
            liabilities  of the Sellers or BCGI not listed on  Schedule  2.1(c)(1)
            including,  without limitation,  any other Indebtedness of the Sellers
            or BCGI and all  noncompete  payments,  change  of  control  payments,
            outstanding  severance  payments,  liabilities  related to the Assets,
            loans  to  or  from  officers  or  shareholders,  amounts  related  to
            intercompany  balances and obligations  related to prior acquisitions,
            of the Sellers or BCGI and (iv) any other  liabilities  or obligations
            of the Sellers,  BCGI or their  Affiliates  not  expressly  assumed by
            Purchaser  (subsections (i) through (iv)  collectively  referred to as
            the "Excluded Liabilities").
  
           Section 2.2 Excluded  Assets The Assets shall not include any assets of
  the  Sellers or BCGI set forth on  Schedule  2.2  (collectively,  the  "Excluded
  Assets"), including without limitation all accounts receivable, cash and any tax
  refunds  of the  Sellers  for  operations  of the  Division  on or  prior to the
  Closing,  all of the  Sellers'  and BCGI's  right,  title and interest in and to
  which shall be retained by the Sellers or BCGI, as applicable.
  Section  2.3  Nondelivered   Assets.   Notwithstanding   anything  else
  contained in this Agreement,  in the event that an Asset is not delivered by the
  Sellers or BCGI to Purchaser at Closing (a "Nondelivered Asset"), the Sellers or
  BCGI shall  deliver  such Asset to Purchaser as soon as the Sellers or BCGI have
  actual knowledge of the existence of such Nondelivered Asset; provided, however,
  that if any equipment listed on Schedule 2.3 shall remain on the premises of the
  Sellers or BCGI thirty (30) days after the Closing,  then Purchaser shall pay to
  the Sellers the sum of $1,000.00 per month until  Purchaser gives written notice
  to the Sellers  that  Purchaser no longer  requires  the use of such  equipment,
  which  shall not be more than  twelve (12) months  following  the  Closing.  Any
  equipment  left on the  premises  for more than  twelve  (12)  months  after the
  Closing  may be  disposed of by the  Sellers.  Purchaser  shall pay the costs of
  maintenance of such equipment while on the premises of the Sellers and the costs
  of disposal of such equipment. Purchaser shall insure the equipment against loss
  at its own  expense.  If  Purchaser  desires  to have the  equipment  shipped to
  another  location,  it shall  give  prior  written  notice to the  Sellers,  and
  Purchaser shall arrange to have the equipment moved at its expense.
  
           Section 2.4 No Assignment If Breach. Notwithstanding anything contained
  in this  Agreement to the  contrary,  this  Agreement  shall not  constitute  an
  agreement to assign any of the Assets, or to assume any Assumed Liabilities,  if
  the  attempted  assignment or assumption of the same, as a result of the absence
  of the consent or authorization  of a third party,  would constitute a breach or
  default under any lease,
  
  agreement,  encumbrance  or commitment or would in any way adversely  affect the
  rights, or increase the obligations,  of any Party with respect thereto or would
  otherwise  affect the  ability of the  Purchaser  to receive  the benefit of the
  Assets. If any such consent or authorization is not obtained, or if an attempted
  assignment or assumption  would be  ineffective  or would  adversely  affect the
  rights or benefits or increase the  obligations of Purchaser with respect to any
  such Assets or Assumed Liabilities, as appropriate, then the Parties shall enter
  into such reasonable  cooperative  arrangements  (including  without  limitation
  sublease, agency, partial closing, management, indemnity or payment arrangements
  and  enforcement  at the cost and for the  benefit of  Purchaser  of any and all
  rights of the Sellers  against an involved  third  party) to provide the Parties
  with  such  benefits  and   obligations  as  most  closely   approximate   those
  contemplated by this Agreement.
  
                                     ARTICLE III
                                PAYMENT AND DELIVERY
  
           Section 3.1       Purchase Price; Allocation; Earn-Out
  
           (a) Purchase  Price and Payment.  The total  purchase  price under this
  Agreement shall be the sum of FIFTEEN MILLION DOLLARS ($15,000,000.00), less the
  amount of the Assumed  Liabilities  described on Schedule  2.1(c) (the "Purchase
  Price").   On  the  Closing  Date,   Purchaser  will  (i)  deliver  to  Wireless
  TeleServices the Purchase Price payable to Wireless  TeleServices in immediately
  available  United States funds by wire transfer in accordance with the terms and
  provisions set forth herein and (ii) assume the Assumed Liabilities.
  (b) Allocation of Consideration.  The aggregate  consideration  paid by
  Purchaser to Wireless  TeleServices  pursuant to Section 3.1(a) hereof, shall be
  allocated among the Assets as set forth on Exhibit A attached hereto.  Exhibit A
  shall also set forth the specific Seller and Purchaser of the Assets for which a
  portion of the Purchase Price is being allocated  thereunder.  The allocation of
  the Purchase  Price was bargained and negotiated for and each Party hereto shall
  file all Tax  Returns  (including  Form 8594 which has been  agreed  upon by the
  Purchaser  and the  Sellers) in a manner  consistent  with Exhibit A. As soon as
  reasonably  practicable,  Purchaser  will  propose a  preliminary  Form 8594 and
  submit such Form 8594 for Sellers' review and concurrence.
  Confidential                                 Materials   omitted  and  filed
                                                   separately  with the Securities
                                                   and    Exchange     Commission.
                                                   Asterisks denote omissions.
  
           (c) Earn-Out Payment. If the Qualifying Revenue for calendar year 2001,
  2002,  2003 or 2004  equals or exceeds  the  respective  Revenue  Target for the
  applicable year, subject to Section 8.4 hereof, Purchaser or Parent shall pay to
  Wireless TeleServices,  in cash in immediately payable funds pursuant to Section
  3.1(h)  hereof,  an amount equal to $[**](the  "Earn-Out  Payment")  (subject to
  adjustment  pursuant to Section 3.1(d) below). No Earn-Out Payment may be earned
  for revenues recognized after December 31, 2004.
  
           (d) Earn-Out  Payment  Adjustment.  The Earn-Out  Payment to be paid by
  Purchaser or Parent with respect to any applicable  year shall be adjusted up or
  down based on the Qualifying Revenue applicable for such year as a percentage of
  the  applicable  Revenue  Target for such year in accordance  with the following
  schedule:
  
                    (i) if Qualifying Revenue is equal to or greater than [**]% of
           the  applicable  Revenue  Target but less than [**]% of the  applicable
           Revenue Target, Wireless TeleServices shall be entitled to receive[**]%
           of the Earn-Out Payment;
  
                    (ii) if  Qualifying  Revenue is equal to or greater than [**]%
           of the applicable  Revenue Target but less than [**]% of the applicable
           Revenue  Target,  Wireless  TeleServices  shall be  entitled to receive
           [**]% of the Earn-Out Payment;
  
                    (iii) if Qualifying  Revenue is equal to or greater than [**]%
           of the applicable  Revenue Target but less than [**]% of the applicable
           Revenue  Target,  Wireless  TeleServices  shall be  entitled to receive
           [**]% of the Earn-Out Payment;
  
                    (iv) if  Qualifying  Revenue is equal to or greater than [**]%
           of the applicable  Revenue Target but less than [**]% of the applicable
           Revenue  Target,  Wireless  TeleServices  shall be  entitled to receive
           [**]% of the Earn-Out Payment;
  
                    (v) if Qualifying Revenue is equal to or greater than [**]% of
           the  applicable  Revenue  Target but less than [**]% of the  applicable
           Revenue Target, Wireless TeleServices shall be entitled to receive * of
           the Earn-Out Payment ;
  
                    (vi) if  Qualifying  Revenue is equal to or greater than [**]%
           of the applicable  Revenue Target but less than [**]% of the applicable
           Revenue  Target,  Wireless  TeleServices  shall be  entitled to receive
           [**]% of the Earn-Out Payment;
  Confidential Materials omitted and filed
                           separately with the Securities
                              and Exchange Commission.
                             Asterisks denote omissions.
  
                    (vii) if Qualifying  Revenue is equal to or greater than [**]%
           of the applicable  Revenue Target but less than [**]% of the applicable
           Revenue  Target,  Wireless  TeleServices  shall be  entitled to receive
           [**]% of the Earn-Out Payment;
  
                    (viii) if Qualifying Revenue is equal to or greater than [**]%
           of the applicable  Revenue Target but less than [**]% of the applicable
           Revenue  Target,  Wireless  TeleServices  shall be  entitled to receive
           [**]% of the Earn-Out Payment;
  
                    (ix) if  Qualifying  Revenue is equal to or greater than [**]%
           of the applicable  Revenue Target but less than [**]% of the applicable
           Revenue  Target,  Wireless  TeleServices  shall be  entitled to receive
           [**]% of the Earn-Out Payment;
  
                    (x) if Qualifying Revenue is equal to or greater than [**]% of
           the  applicable  Revenue  Target but less than [**]% of the  applicable
           Revenue  Target,  Wireless  TeleServices  shall be  entitled to receive
           [**]% of the Earn-Out Payment;
  
                    (xi) if  Qualifying  Revenue is equal to or greater than [**]%
           of the applicable  Revenue Target but less than [**]% of the applicable
           Revenue Target, Wireless TeleServices shall be entitled to receive[**]%
           of the Earn-Out Payment;
  
                    (xii) if Qualifying  Revenue is equal to or greater than [**]%
           of the applicable  Revenue Target but less than [**]% of the applicable
           Revenue  Target,  Wireless  TeleServices  shall be  entitled to receive
           [**]% of the Earn-Out Payment; and
  
                    (xiii) if Qualifying Revenue is equal to or greater than [**]%
           of the  applicable  Revenue  Target,  Wireless  TeleServices  shall  be
           entitled to receive [**]% of the Earn-Out Payment.
  
  Wireless  TeleServices  is not entitled to receive the  Earn-Out  Payment in any
  year in which  Qualifying  Revenue is less than [**]% of the applicable  Revenue
  Target for such year.
  
           (e)  Earn-Out  Recalculation.  In  the  event  that  either  Parent  or
  Purchaser collects any revenue after April 1st and on or before June 15th of the
  calendar year  following the calendar year in which such revenue was  recognized
  in  accordance  with US GAAP,  Qualifying  Revenue  for such prior year shall be
  recalculated   to  include  such   collected   revenue.   If,  based  upon  such
  recalculation,  Wireless  TeleServices  would have been  entitled to an Earn-Out
  Payment for such calendar year or a greater  Earn-Out  Payment than was actually
  earned for such calendar year, Purchaser shall pay to Wireless  TeleServices the
  positive  difference  between  the  adjusted  Earn-Out  Payment  based  upon the
  recalculation  of  Qualifying  Revenue  less  the  Earn-Out  Payment,   if  any,
  originally  earned by Wireless  TeleServices  pursuant to Section  3.1(c)  (such
  difference being the "Earn-Out Adustment  Amount").  The Purchaser shall pay any
  Earn-Out  Adjustment Amount in cash in immediately  available funds on or before
  June 30 of the  applicable  year. No adjustment  pursuant to this Section 3.1(e)
  shall be made for any revenue collected after June 15, 2005.
  (f) Limitations on Earn-Out Payments.  Notwithstanding  the obligations
  of Purchaser under Sections 3.1(c) and 3.1(d) to pay the Earn-Out  Payments upon
  the  attainment  of the  Revenue  Targets  and under  Section  3.1(e) to pay the
  Earn-Out  Adjustment  Amounts,  in no event shall the  aggregate of all Earn-Out
  Payments and Earn-Out Adjustment Amounts earned exceed $20,000,000. At such time
  as the Sellers have earned  Earn-Out  Payments and Earn-Out  Adjustment  Amounts
  equal to  $20,000,000.,  the  provisions of Sections  3.1(c),  3.1(d) and 3.1(e)
  shall be of no further force and effect.
  
           (g) Earn-Out Guaranty. Parent, by its execution of this Agreement, does
  hereby  guarantee  the payment of any and all  Earn-Out  Payments  and  Earn-Out
  Adjustment  Amounts  payable  under the terms  hereof.  Subject to  Section  8.4
  hereof,  if Purchaser fails to pay any Earn-Out  Payment or Earn-Out  Adjustment
  Amount due hereunder, Parent will make such payment.
  
           (h) Payment  and Audit  Rights.  Purchaser  and Parent  shall  maintain
  records  of  Qualifying  Revenue  under  the terms of this  Agreement.  All such
  records shall be maintained in accordance with recognized  accounting practices.
  For each of the calendar  years ended 2001,  2002,  2003 and 2004,  Parent shall
  prepare and deliver,  or cause to be  delivered,  to BCGI at a  reasonable  time
  after the  determination  of  Qualifying  Revenue  for each such year (but in no
  event later than April 5 of the applicable  calendar year), a certificate of the
  Parent's Chief Financial Officer stating the determination of Qualifying Revenue
  for such calendar year, which statement shall in reasonable detail set forth the
  basis for such  determination  (the "Statement of Revenue").  Unless there is an
  objection to the Statement of Revenue as provided  below,  any Earn-Out  Payment
  due hereunder  shall be paid no later than fifteen (15) days following  delivery
  to BCGI of the Statement of Revenue. Within ten (10) days following the delivery
  of the  Statement  of  Revenue  by  Parent  to BCGI,  BCGI may  provide  written
  objection  to  Parent  of the  calculation  of  Qualifying  Revenue.  If BCGI so
  objects,  the Parties shall attempt to resolve such dispute by  negotiation.  If
  the Parties are unable to resolve  such dispute  within  twenty (20) days of any
  objection by BCGI, the Parties shall appoint one of the five largest independent
  certified public  accountants,  as shall be mutually  agreed,  who shall, at the
  Sellers' and  Purchaser's  joint  expense,  review the  Statement of Revenue and
  determine the amount of Qualifying Revenue.  The finding of such accounting firm
  shall be binding on the Parties. The Sellers shall have the right to examine and
  audit,  at their own cost and expense,  the records of Purchaser  upon which the
  Statement  of Revenue  has been  prepared,  during  normal  business  hours upon
  reasonable advance written notice.
  
           Section  3.2  Closing.  Subject to the terms of Article VII and Section
  2.3 hereof,  the sale,  conveyance,  assignment,  transfer  and  delivery of the
  Assets by the Sellers and payment of the Purchase  Price and  assumption  of the
  Assumed  Liabilities by Purchaser  (hereinafter called the "Closing") shall take
  place on or before  December 31, 2000 at the offices of Hogan & Hartson  L.L.P.,
  1200 17th Street,  Suite 1500,  Denver,  Colorado  80202, or on such other date,
  time and place as may be mutually agreed upon by the Parties hereto. The date on
  which  the  Closing  occurs  is  referred  to  herein  as  the  "Closing  Date."
  Notwithstanding  the foregoing or any other  provision of this  Agreement to the
  contrary,  the  Parties  hereto  agree  that  the  closing  of the  transactions
  contemplated herein shall be deemed to take effect at 12:01 A.M. (Mountain Time)
  on the Closing Date.
  
          Section 3.3  Deliveries  by the Sellers.  At the  Closing,
  the Sellers and BCGI shall deliver or cause to be delivered to Purchaser:
  (a)  A duly executed  Bill of Sale relating to the Assets  referred to
                 in Section 2.1 hereof;
  
            (b)  Such other good and  sufficient  Instruments of Transfer as shall
                 be necessary to vest in Purchaser  all of the Sellers' and BCGI's
                 title to the Assets free and clear of all Liens;
  
            (c)  The certificate referred to in Section 7.2(d) hereof;
  
            (d)  Copies of all consents, approvals, authorizations, agreements and
                 other documentation required pursuant to Section 7.2 hereof;
  
            (e)  Strategic  Relationship  Agreement  duly  executed by BCGI in the
                 form attached hereto as Exhibit  D;
  
            (f)  Employment Offer Letters, duly executed by the Hired Employees;
  
            (g)  CCST License and  Maintenance  Agreements,  duly  executed by the
                 Sellers and BCGI in the forms attached hereto as Exhibit F.
  
            (h)  Assignment and Assumption of Contracts  Agreement,  duly executed
                 by the Sellers and BCGI in the form attached hereto as Exhibit E.
  
            (i)  Unanimous  written  consents and approvals of this  Agreement and
                 all actions contemplated hereby by the Boards of Directors of the
                 Sellers and BCGI and the shareholders of the Sellers;
  
            (j)  Legal  opinion  of Ropes & Gray in the form  attached  hereto  as
                 Exhibit C; and
  
            (k)  Such  other  documents,   instruments  and  writings   reasonably
                 requested by
  
            Purchaser at or prior to the Closing.  Purchaser  will  thereupon take
                 actual   possession   of  the  Assets  and  assume  the   Assumed
                 Liabilities.
  
            Section 3.4 Deliveries by Purchaser.  At the Closing,  Purchaser shall
                 deliver to the Sellers ----------------------- and/or BCGI:
  
            (a)  The Purchase Price payable in immediately available United States
                 funds  by  wire  transfer  to such  account  or  accounts  as are
                 designated by the Sellers;
  
            (b)  A duly executed  Assignment and Assumption of Contracts Agreement
                 relating  to the  Assumed  Liabilities,  referred  to in  Section
                 2.1(c) hereof;
  
            (c)  The certificate referred to in Section 7.3(c) hereof;
  
            (d)  Employment Offer Letters with respect to the Hired Employees; and
  
            (e)  Such  other   documents,   instruments  and  writing   reasonably
                 requested by the Sellers at or prior to the Closing.
  
                                     ARTICLE IV
  REPRESENTATIONS AND WARRANTIES OF THE SELLERS
  
           The following  representations and warranties are made to Purchaser and
  Parent jointly and severally by the Sellers and BCGI:
  
           Section 4.1  Authorization  and Validity.  Each of the Sellers and BCGI
  have full  corporate,  power and  authority  to enter into this  Agreement,  the
  Instruments  of Transfer and the Strategic  Relationship  Agreement and the CCST
  License and Maintenance  Agreements (the "Related  Agreements") and to carry out
  their  obligations  hereunder  and  thereunder.  The  execution,   delivery  and
  performance by each of the Sellers and BCGI of this  Agreement,  the Instruments
  of Transfer and the Related Agreements,  and the consummation by the Sellers and
  BCGI of the  transactions  contemplated  hereby and thereby,  have been duly and
  validly  authorized  by the boards of  directors of each of the Sellers and BCGI
  and the shareholders,  as applicable,  thereof and no other corporate proceeding
  on the part of the Sellers or BCGI, or the shareholders thereof, is necessary to
  authorize the execution and delivery by the Sellers and BCGI of this  Agreement,
  the Instruments of Transfer and the Related  Agreements,  or the consummation by
  the Sellers and BCGI of the transactions  contemplated  hereby or thereby.  This
  Agreement, the Instruments of Transfer and the Related Agreements have been duly
  and validly  executed and  delivered  by the Sellers and BCGI and,  assuming the
  same  constitute a valid and binding  obligation of any other Parties  hereto or
  thereto,  constitute  a valid and  binding  obligation  of the  Sellers and BCGI
  enforceable  against the Sellers and BCGI in accordance with their terms, except
  that (i) such enforcement may be subject to applicable bankruptcy, insolvency or
  other  similar laws,  now or hereafter in effect,  affecting  creditors'  rights
  generally and (ii) the remedy of specific  performance  and injunctive and other
  forms of  equitable  relief  may be  subject to  equitable  defenses  and to the
  discretion of the court before which any proceeding therefor may be brought.
  
           Section 4.2  Subsidiaries.  Schedule  4.2 sets forth the name,  form of
  organization,  jurisdiction  of  organization,   capitalization  and  percentage
  ownership  of any Person in which the  Sellers  directly or  indirectly  own any
  equity or other ownership interest (an "Other Entity") other than such interests
  that are Excluded Assets.  Except as set forth on Schedule 4.2, the Sellers have
  no Subsidiaries.  All outstanding shares of capital stock, partnership interests
  and other ownership interests of each Other Entity are owned beneficially and of
  record by the Sellers free and clear of any Liens, preemptive rights and similar
  rights. Except for the Other Entities, neither of the Sellers owns any equity or
  other ownership interests in any other Person.
  
           Section 4.3  Organization.  Each Seller and BCGI (i) is duly organized,
  validly  existing and in good standing in accordance  with the Laws of the state
  of its incorporation,  (ii) has full corporate power and authority to own all of
  its properties and assets, including the Assets, and to carry on its business as
  it is now being conducted and (iii) is duly qualified and in good standing to do
  business  in each  jurisdiction  in which  the  nature  of its  business  or the
  ownership  or leasing of its  properties  makes  such  qualification  necessary,
  except where the failure to be so qualified  could not reasonably be expected to
  have,  individually or in the aggregate,  a Material Adverse Effect. The Sellers
  have  delivered to Purchaser a complete and correct copy of the  certificate  of
  incorporation  and  bylaws  or  other  organizational  documents  of each of the
  Sellers. Such organizational  documents are in full force and effect and neither
  of the Sellers is in material violation of any provision of such  organizational
  documents.
  Section 4.4 No Conflict.  Except as set forth on Schedule 4.4,  neither
  the execution,  delivery or performance of this Agreement or the other documents
  and  instruments  to be executed and  delivered by the Sellers or BCGI  pursuant
  hereto,  nor  the  consummation  by the  Sellers  or  BCGI  of the  transactions
  contemplated  hereby or thereby,  nor compliance by the Sellers or BCGI with any
  of the  provisions  hereof or thereof,  will (i) conflict  with or result in any
  breach  of any  provision  of the  articles  of  incorporation  or bylaws of the
  Sellers  or BCGI,  (ii)  constitute  a change in control  under or  require  the
  consent  from or the giving  notice to a third  party,  result in a violation or
  breach of, or constitute (with or without due notice or lapse of time or both) a
  default (or give rise to any right of  termination,  amendment,  cancellation or
  acceleration)  under,  or  result  in the  creation  of any Lien upon any of the
  Assets  pursuant  to,  any  of  the  terms,  conditions  or  provisions  of  any
  contractual  obligation  of either of the  Sellers or BCGI,  (iii)  violate  any
  order, writ, injunction, decree, statute, rule or regulation of any Governmental
  Authority  applicable to the Sellers or BCGI or to which any of their properties
  or assets  (including  the Assets) may be bound or (iv) result in triggering any
  right of first  refusal or other right  under any  shareholder,  partnership  or
  joint  venture  agreement  to which  either of the  Sellers  or BCGI is a party,
  except in the case of clauses (ii), (iii) or (iv) for such violations,  breaches
  or defaults which would not,  individually or in the aggregate,  have a Material
  Adverse Effect.
  
           Section 4.5 Governmental Consents. Except for the filing and expiration
  of the  applicable  waiting  period  required  by the HSR  Act,  or the  earlier
  termination  thereof,  no consent,  order or authorization  of, or registration,
  declaration or filing with, any Governmental Authority is required in connection
  with  the  execution,   delivery  and  performance  of  this  Agreement  or  the
  consummation of the transactions contemplated hereby.
  
            Section  4.6  Financial   Statements;   No  Undisclosed   Liabilities;
                 Forecasts.
  
  (a)BCGI  has  made   available  to  Parent  and   Purchaser   the  (i)  audited,
     consolidated financial statements of BCGI for the fiscal years ended December
     31,  1997,  1998 and 1999,  and (ii) the  unaudited,  consolidated  financial
     statements  of BCGI  for the  six  (6)  month  period  ended  June  30,  2000
     (collectively,  the "Financial  Statements").  The Financial  Statements have
     been  prepared  in  accordance  with US GAAP  applied on a  consistent  basis
     throughout  the periods  indicated  (except as may be  indicated in the notes
     thereto)  and  each  fairly  presents  the  financial  position,  results  of
     operations and cash flows of BCGI as at the respective  dates thereof and for
     the respective  periods  indicated  therein except as otherwise noted therein
     (subject,  in the case of the unaudited  statements,  to normal and recurring
     year end  adjustments  that would not have a Material  Adverse  Effect).  The
     unaudited  financial  statements  of the  Division for the fiscal years ended
     December 31, 1997,  1998,  1999 and the nine (9) month period ended September
     30, 2000 (the "Division Financial Statements") are attached hereto as Exhibit
     4.6(a).  The Division  Financial  Statements have been prepared in accordance
     with US GAAP applied on a consistent  basis for the periods  indicated (other
     than the ommission of footnote disclosure thereto), and present fairly in all
     material respects the operations and financial  condition of the Division for
     the periods and as of the dates  indicated  (subject to normal and  recurring
     year-end adjustments which would not have a Material Adverse Effect).
                    (b) Neither the  Sellers  nor BCGI have any  Liabilities  that
  would be material to the business of the Division,  except for such  Liabilities
  as (i) are set  forth on  Schedule  4.6(b)  hereto,  (ii) are  reflected  on the
  Balance  Sheet or (iii) were  incurred  since  December  31, 1999 or the Balance
  Sheet Date (as  appropriate) in the ordinary course of business  consistent with
  past practice and which individually and in the aggregate have not had and could
  not reasonably be expected to have a Material Adverse Effect.
  
                    (c) The Sellers and BCGI have provided to Purchaser and Parent
  income  statement  forecasts and  projections  with respect to the Division (the
  "Projections"),  which are attached hereto as Schedule  4.6(c).  The Projections
  have been  prepared  in good  faith and are based upon  reasonable  assumptions;
  however,  the actual  results  may vary  materially  from the  Projections.  The
  Sellers  and BCGI are not aware of any  facts or other  information  that  could
  result in the Projections being materially inaccurate or untrue.
  
           Section   4.7  Absence  of  Certain   Changes  or  Events.   Except  as
  contemplated  herein or as set forth on Schedule  4.7,  since the Balance  Sheet
  Date,  (i) the Sellers and BCGI have conducted the business of the Division only
  in the ordinary  course and consistent  with past practice,  (ii) there have not
  been any  developments or events which have had or could  reasonably be expected
  to have,  individually or in the aggregate,  a Material Adverse Effect and (iii)
  neither the Sellers nor BCGI has taken any of the following actions:
  
  (a)(A) sold,  leased,  transferred or disposed of any Assets,  other than assets
     that individually or in the aggregate would not be material,  in either case,
     in the  ordinary  course of business  of the  Division  consistent  with past
     practice,  (B) incurred any Lien thereupon,  except for Liens incurred in the
     ordinary  course of business  consistent with past practice which Liens would
     not in the  aggregate be  material,  (C) acquired or leased any assets of the
     Division other than assets that individually or in the aggregate would not be
     material in the ordinary course of business  consistent with past practice or
     (D) entered into any  commitment or  transaction  with respect to (A), (B) or
     (C) above;
                    (b) (A) incurred,  assumed or refinanced any  Indebtedness  of
  the  Division or (B) made any loans,  advances or capital  contributions  to, or
  investments in, any Person binding upon the Division;
  
                    (c)  (A)  changed  any of the  accounting  or tax  principles,
  practices  or methods  used by the  Sellers,  except as  required  by changes in
  applicable Tax Laws or (B) changed reserve amounts or policies;
  
                    (d) made any change in the  compensation  payable or to become
  payable to any of the officers,  directors,  employees,  agents,  consultants or
  Persons  acting  in a similar  capacity  of the  Division  (other  than  general
  increases  in wages to  employees  who are not  officers or directors or Persons
  acting in a similar  capacity of the Division in the ordinary course  consistent
  with  past  practice),  or to  Persons  providing  management  services  to  the
  Division,  entered  into  or  amended  any  employment,  severance,  consulting,
  termination or other agreement or employee  benefit plan of the Division or made
  any loans to any of the Division's  officers,  directors,  employees,  agents or
  consultants  or Persons  acting in a similar  capacity or made any change in its
  existing  borrowing  or  lending  arrangements  for or on  behalf of any of such
  Persons pursuant to an employee benefit plan or otherwise;
  
                    (e) paid or made any accrual or arrangement for payment of any
  pension, retirement allowance or other employee benefit pursuant to any existing
  plan,  agreement or  arrangement  to any officer,  director,  employee or Person
  acting in a similar  capacity  of the  Division or paid or agreed to pay or made
  any accrual or arrangement for payment to any officers, directors,  employees or
  Persons acting in a similar capacity or Affiliates of the Division of any amount
  relating to unused  vacation  days,  except  payments and  accruals  made in the
  ordinary course of business consistent with past practice, and, from the Balance
  Sheet  Date,  adopted or paid,  granted,  issued,  accelerated  or  accrued  any
  deferred  salary or other  deferred  payments  or benefits  not in the  ordinary
  course of  business  consistent  with past  practice  pursuant  to any  pension,
  profit-sharing,  bonus, extra compensation,  incentive,  deferred  compensation,
  stock  purchase,  stock  option,  stock  appreciation  right,  group  insurance,
  severance  pay,  retirement  or  other  employee  benefit  plan,   agreement  or
  arrangement,  or any employment or consulting  agreement with or for the benefit
  of any director,  officer,  employee,  agent or consultant or Person acting in a
  similar  capacity of the  Division,  whether  past or  present,  or amend in any
  material  respect any such existing  plan,  agreement or arrangement in a manner
  consistent with the foregoing;
  
                    (f)      entered into any collective bargaining agreement;
  
                    (g) made any payments (other than regular compensation payable
  to  officers  and  employees  or  Persons  acting in a similar  capacity  of the
  Division in the  ordinary  course of business  consistent  with past  practice),
  loans,  advances  or other  distributions  to,  or enter  into any  transaction,
  agreement or arrangement with, the Division's  officers,  directors,  employees,
  agents,  consultants  or  Persons  acting in a similar  capacity,  stockholders,
  associates or family members;
  
                    (h)  made  or  authorized  any  capital  expenditures  for the
  Division,  except  in the  ordinary  course  of  business  consistent  with past
  practice not in excess of $10,000 individually or $25,000 in the aggregate;
  
                    (i)  incurred  any Taxes for the  Division,  except  in the
  ordinary  course of business  consistent  with past  practice;
  
                  (j) settled or compromised  any Tax liability or agreed to any
  adjustment of any Tax attribute or made any election with respect to Taxes of
  the Division;
  
                  (k)  failed  to duly  and  timely  file  any Tax  Return  with
  the  appropriate Governmental  Authorities  required to be filed by it in a true
  and complete and correct form or to timely pay all Taxes shown to be due
  thereon;
                  (l) (A) entered into, amended, renewed or terminated or waived
  any right  under,  any  Material  Contract of the  Division,  or,  except in the
  ordinary course of business  consistent with past practice,  any other agreement
  with  respect  to the  Division  or (B) taken  any  action or failed to take any
  action that, with or without either notice or lapse of time,  would constitute a
  material default under any Material Contract of the Division;
  
                    (m) (A) made  any  change  in its  working  capital  practices
  generally, including accelerating any collections of cash or accounts receivable
  or  deferring  payments or (B) failed to make timely  payments,  including  with
  respect to accounts  payable and liabilities  incurred in the ordinary course of
  business;
  (n)  failed  to renew (at  levels  consistent  with  presently
  existing  levels),  terminated  or  amended  or  failed  to  perform  any of its
  obligations  or permitted  any material  default to exist or caused any material
  breach  under,  or entered into  (except for renewals in the ordinary  course of
  business  consistent  with past  practice),  any  material  policy of  insurance
  relating to the Assets;
  
                    (o)      disposed of or permitted to lapse any material
  Intellectual Property of the Division;or
  
                    (p) provided any  confidential  information of the Division to
  any Person, other than to Purchaser and Parent, except in the ordinary course of
  business  consistent  with past  practice or otherwise  pursuant to  appropriate
  confidentiality  agreements,  and except as  required by any Law,  any  existing
  agreements  set forth on  Schedule  4.14 or as may be  reasonably  necessary  to
  secure or protect intellectual or other property rights of any of the Sellers.
  
           Section 4.8       Property, Assets.
                             ----------------
  
                    (a)  The  Assets  constitute  all of the  properties,  assets,
  claims,  contracts,   Intellectual  Property,  and  businesses  of  every  kind,
  character  and  description,  whether  tangible  or  intangible,  whether  real,
  personal or mixed,  whether  accrued,  contingent  or  otherwise,  and  wherever
  located, used in the operation of and constituting the Division. The Sellers and
  BCGI own,  or  otherwise  have a valid  leasehold  (or  license,  in the case of
  off-the-shelf  software) interest providing  sufficient and legally  enforceable
  rights to use, all of the property and assets necessary or otherwise material to
  the conduct of the business of the Division.  The Sellers and BCGI have good and
  marketable  title to, a valid  leasehold  interest  in, or a license  to use all
  Assets  whether or not  reflected  on the Balance  Sheet or  acquired  since the
  Balance  Sheet Date,  free and clear of all Liens (other than Liens set forth in
  Schedule  4.8(a)  hereof),  other than  immaterial  assets disposed of since the
  Balance  Sheet Date in the  ordinary  course of  business  consistent  with past
  practice.  Such assets are  generally  in good  operating  condition  and repair
  (ordinary  wear and tear  excepted),  have been  maintained in  accordance  with
  reasonable  maintenance practices and are suitable for their present uses. Other
  than BCGI's equity ownership interests in each of the Sellers, BCGI does not own
  or otherwise  have any leasehold or license  interest in any property and assets
  necessary or otherwise material to the operation of the conduct of the Division.
  
                    (b)  Schedule  4.8(b)  contains  a list of all  real  property
  leased by the Sellers  ("Real  Property") in connection  with the conduct of the
  business of the Division. The Sellers have valid leasehold interests in the Real
  Property,  free and clear of all  Liens  except  for  defects  in  title,  Liens
  suffered  or  granted  by any  landlord,  or  Liens  which  do not and  will not
  materially  interfere  with the use of the Real  Property as  presently  used or
  intended  by the  Sellers  to be  used,  otherwise  materially  impair  business
  operations at such properties,  or materially detract from the value of the Real
  Property as  presently  used or intended by the Sellers to be used.  The current
  use of the Real  Property by the Sellers  does not  violate the  certificate  of
  occupancy  thereof or, to the  Knowledge  of the  Sellers,  any local  zoning or
  similar land use or other Laws.  None of the Sellers has received  notice of any
  pending  or  threatened  condemnation  proceeding,  or  of  any  sale  or  other
  disposition in lieu of condemnation, affecting any of the Real Property.
  (c)  Schedule  4.8(c) sets forth as of  September  30, 2000, a
  complete and accurate  list of all  furniture,  equipment,  automobiles  and all
  other tangible personal property (including its net book value) owned by, in the
  possession  of, or used by the Sellers in  connection  with the  business of the
  Division.  Except for personal  property leases,  such personal  property is not
  held under any lease,  security agreement,  conditional sales contract, or other
  title  retention  or security  arrangement.  None of such  personal  property is
  located other than in the possession of the Sellers.
  
           Section 4.9       Litigation and Claims, Compliance with Laws.
                             -------------------------------------------
  
                    (a) Schedule  4.9(a) sets forth all  Litigation as of the date
  hereof,  including  the name of the  claimant,  the date of the  alleged  act or
  omission  and a  detailed  narrative  as to the  nature  of the  alleged  act or
  omission in  connection  with such  matters.  Neither the Sellers,  BCGI nor the
  Assets are subject to any order, consent decree, settlement or similar agreement
  with any Governmental Authority relating to the Division.  There is no judgment,
  injunction,   decree,   order  or  other   determination  of  an  arbitrator  or
  Governmental  Authority  specifically  applicable to BCGI, the Sellers or any of
  their  properties  or assets  relating to the  Division.  Except as disclosed on
  Schedule   4.9(a),   there  is  no  Litigation   relating  to  alleged  unlawful
  discrimination  or  sexual  harassment.  As of  the  date  hereof,  there  is no
  Litigation which seeks to prevent consummation of the transactions  contemplated
  hereby or which  seeks  material  damages in  connection  with the  transactions
  contemplated hereby.
  
                    (b) Except as set forth in Schedule  4.9(b),  BCGI and each of
  the  Sellers  have  complied  and are in  compliance  with all  Laws  (excluding
  Environmental  Laws)  applicable  to BCGI and the Sellers  and their  respective
  business.  Except as set forth in Schedule 4.9(b), BCGI and the Sellers hold all
  material licenses,  permits and other authorizations of Governmental Authorities
  necessary to conduct their respective  business as now being conducted or, under
  currently  applicable Laws, to continue to conduct their respective  business as
  now being conducted.  Except as set forth in Schedule 4.9(b), there is no intent
  to make any  changes in the  conduct of the  businesses  of BCGI or the  Sellers
  related to the  Division  that will result in or cause BCGI or the Sellers to be
  in noncompliance  with applicable Laws or that will require changes in or a loss
  of any such  licenses,  permits or other  authorizations  or an  increase in any
  expenses related thereto.  Such licenses,  permits and other  authorizations  as
  aforesaid  held by BCGI and the  Sellers are valid and in full force and effect,
  and there  are no (i)  actions  pending  or,  to the  Knowledge  of BCGI and the
  Sellers,  threatened or (ii) investigations pending or, to the Knowledge of BCGI
  and the Sellers, threatened that could result in the termination,  impairment or
  non-renewal thereof.
  
           Section 4.10 Taxes. The Sellers and BCGI have timely filed or caused to
  be filed with the appropriate federal, state and local Governmental  Authorities
  all Tax Returns required to be filed with respect to or attributable to BCGI and
  the  Sellers  and each such Tax  Return is true,  complete  and  correct  in all
  material respects.  All Taxes owed by BCGI and the Sellers (whether or not shown
  on any Tax Return ), except those which are not yet due and  payable,  have been
  paid. Neither BCGI nor the Sellers is currently the beneficiary of any extension
  of time within which to file any Tax Return.  All Taxes  required to be withheld
  by or with  respect  to BCGI and the  Sellers  have  been  timely  paid  or,  if
  applicable,  withheld and paid to the appropriate Governmental Authority.  There
  are no deficiencies or assessments of Taxes from any Governmental Authority with
  respect to or attributable  to BCGI or the Sellers.  There are no ongoing audits
  or examinations of any of the Tax Returns relating to or attributable to BCGI or
  the  Sellers  and  (v)  BCGI or the  Sellers  have  not  granted  any  requests,
  agreements,  consents or waivers to extend the statutory  period of  limitations
  applicable  to the  assessment of any Taxes with respect to or  attributable  to
  BCGI or the Sellers. No claim has ever been made by a Governmental  Authority in
  a  jurisdiction  where  either BCGI or the Sellers do not file Tax Returns  that
  either  BCGI  and  the  Sellers  are or may  be  subject  to  taxation  by  that
  jurisdiction.
  
           Section  4.11  Environmental  Matters.  The  Sellers  and BCGI to their
  Knowledge are in all material  respects in compliance with the provisions of all
  Laws relating to pollution, protection of the environment or occupational safety
  and health  applicable to them or to real property owned or leased by them or to
  the use, operation or occupancy  thereof.  The Sellers and BCGI have not engaged
  in any activity in material  violation  of any  provision of any Law relating to
  pollution,  protection of the environment or occupational safety and health. The
  Sellers and BCGI do not have any  material  liability,  absolute or  contingent,
  under any federal,  state or local law relating to pollution,  protection of the
  environment or occupational safety and health.
  
           Section 4.12      Material Contracts.
                             ------------------
  
                    (a)  Schedule  4.12 lists  (without  duplication)  each of the
  following  contracts and other  agreements  (or, in the case of oral  contracts,
  summaries  thereof) relating to the business of the Division to which any of the
  Sellers or BCGI is a party or by or to which the  Sellers,  BCGI or any of their
  assets or properties is bound or subject (such  contracts and  agreements  being
  "Material Contracts"):
  
                      (i)  any agreements  relating to franchise  operations,  and
                           agreements   with  or  relating  to  any  committee  or
                           organization  of,  or   representing,   franchisees  or
                           franchisors;
  
                      (ii) any  advertising,  market  research and other marketing
                           agreements;
  
                      (iii)any  employment  (other than standard  sales  associate
                           agreements  and oral  at-will  employment  agreements),
                           severance,   non-competition,   consulting   or   other
                           agreements  of any nature  (other than  standard  sales
                           associate   agreements  and  oral  at-will   employment
                           agreements)  with  any  current  director,  officer  or
                           employee of the Division;
  
                      (iv) any  agreements  restricting  the ability of any of the
                           Sellers or BCGI to incur Indebtedness;
  
                      (v)  any  agreements  relating  to the making of any loan or
                           advance by any of the Sellers or BCGI;
  
                      (vi) any agreements relating to Indebtedness,  interest rate
                           swap  or  hedging  arrangements,   sale  and  leaseback
                           transactions or other similar financing transactions;
  
                      (vii)any  agreements  providing for the  indemnification  by
                           any of the Sellers or BCGI of any Person,  except those
                           entered into in the ordinary  course of business  which
                           are not material to any of the Sellers or BCGI;
  (viii) any agreements with any Governmental Authority;
  
                      (ix) any agreements  relating to the purchasing of goods by,
                           or the furnishing of services to, any of the Sellers or
                           BCGI (A) requiring  financial  commitments in excess of
                           $10,000 or (B) having a term which is greater  than six
                           months and which is not  terminable by the Seller party
                           thereto  or BCGI on less than 90 days'  notice  without
                           the payment of any termination fee or similar payment;
  
                      (x)  any contracts,  agreements and other  arrangements  for
                           the sale of assets or for the furnishing of services by
                           any of the  Sellers  or BCGI (A) with firm  commitments
                           having a value in excess  of  $10,000  or (B)  having a
                           term which is greater  than six months and which is not
                           terminable  by the Seller party thereto or BCGI on less
                           than  90  days'  notice  without  the  payment  of  any
                           termination fee or similar payment;
  
                      (xi) any  broker,  distributor,  dealer,  representative  or
                           agency (other than standard sales associate agreements)
                           agreements;
  
                      (xii)other   than   license   agreements   related   to  any
                           off-the-shelf  computer  software   applications,   any
                           agreements (including settlement  agreements) currently
                           in effect  pursuant to which any of the Sellers or BCGI
                           license the right to use any  Intellectual  Property to
                           any  Person  or  from  any  Person,  and  research  and
                           development agreements;
  
                      (xiii) other than  confidentiality  agreements  entered into
                           with Sellers' or BCGI's broker and potential  buyers of
                           the Division,  any  confidentiality  agreements entered
                           into by any of the  Sellers  or BCGI  during the period
                           commencing two years prior to the date hereof  pursuant
                           to which confidential  information has been provided to
                           a third party or by which either of the Sellers or BCGI
                           was  restricted  from  providing  information  to third
                           parties,  other than those  entered  into the  ordinary
                           course of business  relating to any of the  Sellers' or
                           BCGI's operations;
  
                      (xiv)any  shareholder,  voting  trust or similar  agreements
                           relating  to  either  of the  Sellers  or BCGI to which
                           either of the Sellers or BCGI is a party;
  
                      (xv) any leases of Real Property;
  
                      (xvi)any joint venture,  partnership or similar documents or
                           agreements;
  
                      (xvii) any agreements relating to the provision of mortgage,
                           escrow or title services or relating to the purchase of
                           property  pursuant  to any  guaranteed  sales  or other
                           similar programs;
  
                      (xviii) any  agreements  that  limit or purport to limit the
                           ability  of  either  of the  Sellers  or  BCGI  to own,
                           operation,  sell, transfer, pledge or otherwise dispose
                           of any assets; and
  
                      (xix)all other  agreements,  contracts  or  commitments  not
                           made in the  ordinary  course  of  business  which  are
                           material to either of the Sellers or BCGI.
  (b) Each Material Contract is in full force and effect, and is
  legal,  valid,  binding on and enforceable  against the Seller party thereto and
  BCGI and the other  parties  thereto  except  that (i) such  enforcement  may be
  subject to the applicable  bankruptcy,  insolvency or other similar laws, now or
  hereafter in effect,  affecting  creditors' rights generally and (ii) the remedy
  of specific  performance and injunctive and other forms of equitable  relief may
  be subject to equitable defenses and to the discretion of the court before which
  any  proceeding  therefor may be brought.  Except as set forth on Schedule 4.12,
  upon  consummation of the  transactions  contemplated  by this  Agreement,  each
  Material  Contract  shall  remain in full force and effect  without  any loss of
  benefits  thereunder  and  without  the need to obtain the  consent of any party
  thereto  to the  transactions  contemplated  by this  Agreement.  Neither of the
  Sellers or BCGI is (and with the giving of notice or lapse of time would not be)
  in breach of, or default under,  any Material  Contract and, to the Knowledge of
  the Sellers and BCGI, no other party thereto is in breach of, or default  under,
  any Material Contract.  Neither of the Sellers nor BCGI has received any notice,
  whether oral or written,  that any Material Contract is not enforceable  against
  any party thereto,  that any Material  Contract has been  terminated  before the
  expiration  of its term or that any  party to a  Material  Contract  intends  to
  terminate such Material Contract prior to the termination date specified therein
  or does not intend to renew such  Material  Contract upon the  termination  date
  specified  therein,  or that any other party is in breach of, or default  under,
  any Material Contract. True and complete copies of all Material Contracts or, in
  the  case of oral  agreements,  if any,  written  summaries  thereof  have  been
  delivered or made available to Purchaser.
  
           Section 4.13      Intellectual Property.
                             ---------------------
  
                    (a) Each of the  Sellers  or BCGI is the  sole  and  exclusive
  owner of, or has the valid right to use the Intellectual  Property  necessary or
  otherwise  material to the conduct of the  business  of the  Division,  free and
  clear of all Liens.  Schedule  4.13(a) sets forth a complete  and accurate  list
  (including which Party is the owner or licensee  thereof) of all (i) patents and
  patent  applications  used or  useful in  connection  with the  business  of the
  Division,  (ii) trademark or service mark registrations and applications used or
  useful  in  connection  with  the  business  of the  Division,  (iii)  copyright
  registrations and applications used or useful in connection with the business of
  the  Division  and  (iv)  material  unregistered   copyrights,   service  marks,
  trademarks and trade names used or useful in connection with the business of the
  Division,  each as owned or licensed by any of the  Sellers.  One or more of the
  Sellers or BCGI  currently  is listed in the records of the  appropriate  United
  States or state  agency as the sole owner of record  for each owned  application
  and registration listed on Schedule 4.13(a).
  
                    (b) The registrations listed on Schedule 4.13(a) are valid and
  subsisting, in full force and effect in all material respects, and have not been
  canceled,  expired  or  abandoned.  There is no  pending,  existing,  or, to the
  Knowledge  of  the  Sellers  or  BCGI,  threatened,  opposition,   interference,
  cancellation  proceeding or other legal or  governmental  proceeding  before any
  court or registration  authority in any jurisdiction  against the  registrations
  listed on Schedule 4.13(a). There is no pending,  existing, or, to the Knowledge
  of the  Sellers  or  BCGI,  threatened  opposition,  interference,  cancellation
  proceeding  or other  legal  or  governmental  proceeding  before  any  court or
  registration  authority  in any  jurisdiction  against  any of the  Intellectual
  Property of the Division.
  (c) Schedule 4.13(c) lists all of the Computer  Programs other
  than off-the-shelf  applications which are owned, licensed,  leased or otherwise
  used by either of the Sellers or BCGI in  connection  with the  operation of the
  Division  as  currently  conducted,  and  identifies  which is owned,  licensed,
  leased,  or otherwise used, as the case may be. Each Computer  Program listed on
  Schedule  4.13(c) is either (i) owned by a Seller or BCGI, (ii) currently in the
  public  domain or  otherwise  available to a Seller or BCGI without the license,
  lease or consent of any third  party,  or (iii) used under  rights  granted to a
  Seller or BCGI  pursuant to a written  agreement,  license or lease from a third
  party,  which  written  agreement,  license  or lease is set  forth on  Schedule
  4.13(c).  The Sellers and BCGI use the  Computer  Programs set forth on Schedule
  4.13(c) in  connection  with the  operation  of the Division as conducted on the
  date  hereof  and, to the  Knowledge  of the Sellers or BCGI,  such use does not
  violate  the  rights of any third  party.  All  Computer  Programs  set forth in
  Schedule  4.13(c) were either  developed by (x)  employees of one or more of the
  Sellers  or BCGI  within  the scope of their  employment,  (y) third  parties as
  "work-made-for-hire,"  as that term is defined  under  Section 101 of the United
  States  copyright  laws,  pursuant  to  written  agreements  or (z)  independent
  contractors who have assigned their rights to one or more of the Sellers or BCGI
  pursuant to written agreements.
  
                    (d) Except for agreements under which either of the Sellers or
  BCGI  is  licensed  to use  any  off-the-shelf  computer  software  application,
  Schedule  4.13(d)  sets forth a complete  and  accurate  list of all  agreements
  pertaining  to the use of or granting  any right to use or  practice  any rights
  under any Intellectual  Property of the Division,  whether either of the Sellers
  or BCGI is the licensee or licensor  thereunder (the "Licenses") and any written
  settlements  or  assignments  relating  to  any  Intellectual  Property  of  the
  Division.  The Licenses are valid and binding obligations of each Seller a party
  thereto or BCGI and,  to the  Knowledge  of the  Sellers  or BCGI,  of the other
  parties  thereto,  enforceable  against each such party in accordance with their
  terms,  and the Sellers or BCGI are not in breach or default  under any Licenses
  and, to the  Knowledge  of the  Sellers or BCGI,  no other party is in breach or
  default under any Licenses.
  
                    (e) To the  Knowledge of the Sellers or BCGI,  no trade secret
  or confidential  know-how  material to the business of the Division as currently
  operated  or planned to be  operated  has been  disclosed  or  authorized  to be
  disclosed to any third party, other than pursuant to a non-disclosure  agreement
  that protects the Sellers' or BCGI's proprietary  interests in and to such trade
  secrets and confidential know-how.
  
                    (f) To the  Knowledge  of the Sellers or BCGI,  the conduct of
  the business of the Division  does not infringe upon any  intellectual  property
  right owned or  controlled  by any third party and no third party is  infringing
  upon any  Intellectual  Property of the Division  owned by any of the Sellers or
  BCGI and no such  claims  have  been made  against  a third  party by any of the
  Sellers or BCGI.  There are no claims or suits  pending or, to the  Knowledge of
  the Sellers or BCGI, threatened, and neither of the Sellers or BCGI has received
  any written  notice of a third party claim or suit (x) alleging  that any of the
  activities  or the conduct of the Division  infringes  upon or  constitutes  the
  unauthorized use of the proprietary rights of any third party or (y) challenging
  the ownership,  use, validity or enforceability of the Intellectual  Property of
  the Division.
  
                    (g) There are no settlements, consents, judgments or orders or
  other  agreements  which restrict the rights of either of the Sellers or BCGI to
  use any Intellectual  Property of the Division and there exist no concurrent use
  or other  agreements  which restrict  either of the Sellers' or BCGI's rights to
  use any  Intellectual  Property of the  Division  owned by any of the Sellers or
  BCGI.
  
                    (h) Except as set forth on Schedule 4.13(h),  the consummation
  of  the  transactions  contemplated  hereby  will  not  result  in the  loss  or
  impairment of the right of the Purchaser or its  successors to own or use any of
  the Intellectual Property of the Division currently owned or used by the Sellers
  or BCGI nor will it require the consent of any  Governmental  Authority or third
  party in  respect  of any such  Intellectual  Property  and no present or former
  employee,  officer or  director  of either of the Sellers or BCGI has any right,
  title,  or interest,  directly or  indirectly,  in whole or in part, in any such
  Intellectual Property.
  
           Section 4.14      Employee Benefits; ERISA.
                             ------------------------
  
                    (a) Except as set forth in Schedule 4.14,  with respect to all
  employees  and former  employees of the Sellers or BCGI who perform or performed
  functions in connection with the business of the Division and all dependents and
  beneficiaries of such employees and former  employees:  (i) the Sellers and BCGI
  do not maintain or  contribute  to any  nonqualified  deferred  compensation  or
  retirement  plans,  contracts or arrangements;  (ii) the Sellers and BCGI do not
  maintain or contribute to any qualified defined  contribution  plans (as defined
  in Section 3(34) of ERISA or Section 414(i) of the Code);  (iii) the Sellers and
  BCGI do not maintain or contribute to any  qualified  defined  benefit plans (as
  defined in  Section  3(35) of ERISA or  Section  414(j) of the  Code);  (iv) the
  Sellers and BCGI do not maintain or contribute to any Employee  Welfare  Benefit
  Plans;  and (v) the Sellers and BCGI do not maintain any severance  plan for, or
  have any severance agreement with, any employee.
  
                    (b) To the  extent  required  (either as a matter of law or to
  obtain the intended tax treatment  and tax benefits) all Employee  Benefit Plans
  comply in all material  respects  with the  requirements  of ERISA and the Code.
  With respect to the Employee Benefit Plans, (i) all required contributions which
  are due have been made and a proper accrual has been made for all  contributions
  due  in the  current  fiscal  year  and  (ii)  there  have  been  no  Prohibited
  Transactions.
  
                    (c) The  Sellers  and BCGI do not  contribute  (and have never
  contributed)  to any  multiemployer  plan, as defined in Section 3(37) of ERISA.
  The Sellers and BCGI have no actual or potential  liabilities under Section 4201
  of ERISA for any complete or partial  withdrawal from a multiemployer  plan. The
  Sellers  and BCGI have no actual or  potential  liability  for death or  medical
  benefits after separation from  employment,  other than (i) death benefits under
  the  employee  benefit  plans or programs  (whether or not subject to ERISA) set
  forth on Schedule  4.14,  (ii) health care  continuation  benefits  described in
  Section  4980B of the Code or (iii) other actual or potential  liabilities  that
  would not, singly or in the aggregate, have a Material Adverse Effect.
  
                    (d) Neither the  Sellers,  BCGI,  nor any of their  directors,
  partners,  officers, or employees thereof have committed any breach of fiduciary
  responsibility  imposed by ERISA or any other applicable law with respect to the
  Employee Benefit Plans which would subject the Sellers, BCGI Purchaser or any of
  their  respective  directors,  partners,  officers or employees to any liability
  under ERISA or any applicable law that would have a Material Adverse Effect.
  (e) The Sellers and BCGI have not incurred any  liability  for
  any tax or civil penalty or any  disqualification  of any Employee  Benefit Plan
  imposed  by  Sections  4980B or 4975 of the Code or Part 6 of Title I or Section
  502(i) of ERISA.
  
           Section 4.15 Labor  Matters.  Except as set forth on Schedule 4.15, (i)
  there is no labor strike, slowdown,  stoppage or lockout actually pending, or to
  the actual knowledge of the Sellers or BCGI without inquiry,  threatened against
  or  affecting  the Sellers or BCGI or relating to the  Division,  and during the
  past three years there have not been any such actions, (ii) the Sellers and BCGI
  are not a party to or bound by any  collective  bargaining or similar  agreement
  with any labor organization, or work rules or practices agreed to with any labor
  organization  or employee  association  applicable to employees of the Division,
  (iii)  none  of the  employees  of the  Division  is  represented  by any  labor
  organization  nor, to the  Knowledge of the Sellers and BCGI,  does any question
  concerning  representation exist concerning such employees and, to the Knowledge
  of the Sellers and BCGI,  there have been no union  organizing  activities among
  the employees of the Sellers or BCGI within the past three years, (iv) there are
  no written personnel  policies,  rules or procedures  applicable to employees of
  the  Division,  other than those set forth on  Schedule  4.15,  true and correct
  copies of which have been  delivered to the Purchaser at least ten days prior to
  the Closing  Date,  (v) the Sellers and BCGI are, and have at all times been, in
  compliance,  in all  material  respects,  with all  applicable  Laws  respecting
  employment and employment practices, terms and conditions of employment,  wages,
  hours of work and  occupational  safety and  health,  and are not engaged in any
  unfair labor  practices as defined in the National Labor  Relations Act or other
  applicable  Laws,  (vi) there is no unfair  labor  practice  charge or complaint
  against  the  Sellers  pending  or, to the  Knowledge  of the  Sellers and BCGI,
  threatened  before the National  Labor  Relations  Board or any similar state or
  foreign  agency,  (vii)  there is no  grievance  arising  out of any  collective
  bargaining  agreement  or other  grievance  procedure,  (viii) no  charges  with
  respect  to or  relating  to the  Sellers or BCGI are  pending  before the Equal
  Employment  Opportunity  Commission  or any  other  agency  responsible  for the
  prevention  of unlawful  employment  practices,  (ix) neither of the Sellers nor
  BCGI has received notice of the intent of any federal,  state,  local or foreign
  agency responsible for the enforcement of labor or employment Laws to conduct an
  investigation  with  respect to or  relating  to the Sellers or BCGI and, to the
  Knowledge of the Sellers and BCGI, no such  investigation is in progress and (x)
  there  are no  complaints,  lawsuits  or other  proceedings  pending  or, to the
  Knowledge  of the Sellers and BCGI,  threatened  in any forum by or on behalf of
  any present or former employee of the Division,  any applicant for employment or
  classes of the foregoing  alleging breach of any express or implied  contract or
  employment,  any Laws governing  employment or the termination  thereof or other
  discriminatory,  wrongful or tortious  conduct in connection with the employment
  relationship.
  
           Section  4.16     Franchise and Other Relationships.
                             ---------------------------------
  
                    (a) Except as set forth in  Schedule  4.16 or with  respect to
  off-the-shelf  software  applications,  neither of the  Sellers,  BCGI,  nor any
  entity in which they have any interest  relating to the Division (i) is or was a
  franchisee,  sub-franchisee,  licensee or sub-licensee of any Person, (ii) is or
  was the  sub-franchisor  or  sub-licensor of any Person or (iii) is or was under
  any  agreement  or  obligation  to any Person  with  respect to any  franchisee,
  franchisor,   licensee   or   licensor   (or   sub-franchisor,   sub-franchisee,
  sub-licensee or sub-licensor) relationship.
  (b) Neither of the Sellers nor BCGI has granted any person the
  right to operate a  franchised  or  licensed  business  using any  trademark  or
  tradename  of the  Division or the right to sell or grant  others a franchise or
  license to use any trademarks or tradenames of the Division.
  
                    (c)  Except  as set forth on  Schedule  4.16,  neither  of the
  Sellers nor BCGI has any obligation or commitment  with respect to any mortgage,
  title  insurance,  relocation,  referral,  settlement,  escrow or other services
  similar  to  the  foregoing,  or any  affinity  relationships,  relating  to the
  Division,  and the  transactions  contemplated  hereby shall not, subject to any
  obligation  or  commitment  of  Purchaser   independent   of  the   transactions
  contemplated herein, obligate Purchaser to use any such services.
  
           Section  4.17   Affiliate   Transactions.   Schedule   4.17  lists  all
  agreements,  arrangements and currently proposed agreements and arrangements, by
  or between any of the Sellers or BCGI, on the one hand,  with or for the benefit
  of any  director,  officer of any of the Sellers or BCGI or any of such Person's
  Affiliates,  or any  entity in which any such  Person  has a direct or  indirect
  material interest, relating to the Division.
  
           Section 4.18 Brokers,  Finders,  Etc..  Except as set forth on Schedule
  4.18,  neither of the Sellers nor BCGI has employed,  or is subject to the valid
  claim of, nor has either of the  Sellers or BCGI  incurred  any  liability  that
  would be payable by the Sellers or BCGI,  for any  brokerage,  finder's or other
  fees or commissions of any broker,  finder or other  financial  intermediary  in
  connection with the transactions contemplated by this Agreement.
  
           Section 4.19  Questionable  Payments.  To the  Knowledge of Sellers and
  BCGI,  neither of the  Sellers,  BCGI nor any  director or officer (or Person of
  similar capacity) thereof has used any funds of the Sellers or BCGI for unlawful
  contributions,  gifts,  entertainment  or other  unlawful  expenses  relating to
  political activity,  made any direct or indirect unlawful payments to government
  officials or employees  from  corporate  funds,  established  or maintained  any
  unlawful or unrecorded fund or corporate monies or other assets;  made any false
  or fictitious entries on the books or records of any such corporations, made any
  bribe, payoff, kickback or other unlawful payment.
  
           Section  4.20  Competing  or Related  Business.  Except as set forth on
  Schedule 4.20, neither BCGI nor the Sellers have any direct or indirect interest
  of any nature whatever in any Person which competes with,  conducts any business
  similar to, has any  arrangement  or agreement  with,  or is involved in any way
  with,  any  business  similar to the  business of the  Division  being  acquired
  pursuant to the purchase of the Assets hereunder.
  
           Section 4.21 Compliance With Bulk Sales Act;  Uniform  Commercial Code.
  The Sellers are not, on the effective  date of Closing,  indebted to or a debtor
  of any Person  except for the Assumed  Liabilities.  There are not, and will not
  be,  any  creditors  who can  object to the  transfer  of the  Assets  under any
  applicable Bulk Sales Act or the Uniform Commercial Code, or statutes of similar
  import, if applicable.
  
           Section 4.22      Records.
                             -------
  (a) The  record  books of the  Sellers  contain  complete  and
  accurate records of all actions taken by the boards of directors of the Sellers.
  Complete  and accurate  copies of all the minute books of Wireless  TeleServices
  and Cellular have been made available by the Sellers to Purchaser.  All officers
  of the Sellers and BCGI have been properly elected.
  
                    (b) The  accounting  books and records of the Sellers and BCGI
  with respect to the Division are complete and correct,  have been  maintained in
  accordance  with  applicable  Laws and good business  practices  and  accurately
  reflect the basis for the  financial  condition and results of operations of the
  Division set forth in the Division Financial Statements.
  
                                      ARTICLE V
               REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PARENT
  
           Purchaser and Parent hereby jointly and severally represent and warrant
  to the Sellers as follows:
  
           Section 5.1  Authorization  and Validity.  Each of Purchaser and Parent
  has full corporate power and authority to execute and deliver this Agreement and
  the other  documents and  instruments  to be executed and delivered by Purchaser
  and Parent  pursuant  hereto and to carry out their  obligations  hereunder  and
  thereunder.  The execution,  delivery and performance by Purchaser and Parent of
  this  Agreement  and the other  documents  and  instruments  to be executed  and
  delivered by Purchaser  and Parent  pursuant  hereto,  and the  consummation  by
  Purchaser and Parent of the  transactions  contemplated  hereby and thereby have
  been duly authorized by all necessary  corporate action on the part of Purchaser
  and Parent,  and no other  corporate  proceedings  on the part of  Purchaser  or
  Parent are necessary to authorize  the execution and delivery of this  Agreement
  and the  other  documents  and  instruments  to be  executed  and  delivered  by
  Purchaser and Parent  pursuant hereto or the  consummation  of the  transactions
  contemplated  hereby or thereby.  This  Agreement  and the other  documents  and
  instruments to be executed and delivered by Purchaser and Parent pursuant hereto
  have been duly executed and delivered by Purchaser and Parent, and, assuming due
  execution and delivery by each of the Sellers, as applicable, each constitutes a
  valid and  binding  obligation  of  Purchaser  and  Parent  enforceable  against
  Purchaser  and  Parent  in  accordance  with  its  terms,  except  that (i) such
  enforcement may be subject to applicable bankruptcy, insolvency or other similar
  laws, now or hereafter in effect, affecting creditors' rights generally and (ii)
  the remedy of specific  performance  and injunctive and other forms of equitable
  relief may be subject to equitable  defenses and to the  discretion of the court
  before which any proceeding therefor may be brought.
  
           Section  5.2  Organization.   Purchaser  and  Parent  are  corporations
  organized  under the laws of the State of  Colorado  and the State of  Delaware,
  respectively.  Each of Purchaser and Parent is duly organized,  validly existing
  and in good  standing and has full power and  authority to carry on its business
  as presently conducted.
  
           Section 5.3 No Conflict. Neither the execution, delivery or performance
  by  Purchaser  or  Parent  of  this  Agreement  nor  the   consummation  of  the
  transactions  contemplated hereby and compliance by Purchaser or Parent with any
  of the  provisions  hereof or thereof  will (i)  conflict  with or result in any
  breach of any provision of the articles of  incorporation or bylaws of Purchaser
  or Parent, (ii) require any consent, approval or notice under, violate or result
  in the violation of,  conflict with or result in a breach of any  provisions of,
  constitute a default (or an event  which,  with notice or lapse of time or both,
  would constitute a default) under,  result in the termination of, accelerate the
  performance  required by or result in a right of  termination  or  acceleration,
  result in the loss of a material  benefit under or result in the creation of any
  Lien upon any of the  properties  or assets of  Purchaser or Parent under any of
  the terms,  conditions or provisions of any material  contractual  obligation of
  Purchaser  or Parent or (iii)  violate  any  order,  writ,  injunction,  decree,
  statute,  rule  or  regulation  of  any  Governmental  Authority  applicable  to
  Purchaser or Parent or to which any of their  properties or assets may be bound,
  except in such case as would not materially  impair or delay Purchaser or Parent
  in the consummation of the transactions contemplated hereby.
  
           Section 5.4 Governmental Consents. Except for the filing and expiration
  of the  applicable  waiting  period  required  by the HSR  Act,  or the  earlier
  termination  thereof,  no consent,  order or authorization  of, or registration,
  declaration or filing with, any Governmental Authority is required in connection
  with  the  execution,   delivery  and  performance  of  this  Agreement  or  the
  consummation of the transactions contemplated hereby by Purchaser.
  
          Section 5.5 Brokers,  Finders,  Etc.  Neither  Purchaser  nor Parent has
  employed,  nor is subject to the valid  claim of,  nor has  Purchaser  or Parent
  incurred any  liability  that would be payable by  Purchaser or Parent,  for any
  brokerage,  finder's or other fees or commissions of any broker, finder or other
  financial intermediary in connection with the transactions  contemplated by this
  Agreement.
  
                                     ARTICLE VI
                                      COVENANTS
  
  Section 6.1       Reasonable Best Efforts.
                    -----------------------
  
                    (a) Prior to the  Closing,  upon the terms and  subject to the
  conditions of this  Agreement,  the Parties agree to use their  reasonable  best
  efforts to take,  or cause to be taken,  all actions,  and to do, or cause to be
  done, all things  necessary,  prior or advisable  under any  applicable  Laws to
  consummate and make effective the transactions contemplated by this Agreement as
  promptly as practicable  including,  but not limited to (i) the  preparation and
  filing  of  all  forms,  registrations  and  notices  required  to be  filed  to
  consummate  the  transactions  contemplated  by this Agreement and the taking of
  such  actions  by any  third  party  or  Governmental  Authority  and  (ii)  the
  satisfaction of the other Parties' conditions to Closing. In addition,  no Party
  hereto  shall take any action  after the date  hereof that would  reasonably  be
  expected to materially  delay the obtaining of, or result in not obtaining,  any
  permission,  approval or consent from any Governmental Authority necessary to be
  obtained prior to Closing.
  
                    (b) Prior to the Closing,  each Party shall  promptly  consult
  with the other Parties hereto with respect to, provide any necessary information
  with  respect to and provide the other (or its  counsel)  copies of, all filings
  made by such  Party with any  Governmental  Authority  or any other  information
  supplied  by such Party to a  Governmental  Authority  in  connection  with this
  Agreement and the transactions contemplated by this Agreement. Each Party hereto
  shall  promptly  inform  the other of any  communication  from any  Governmental
  Authority regarding any of the transactions  contemplated by this Agreement.  If
  any  Party  hereto or  Affiliate  thereof  receives  a  request  for  additional
  information or documentary  material from any such  Governmental  Authority with
  respect to the transactions contemplated by this Agreement, then such Party will
  endeavor  in good  faith to make,  or  cause to be made,  as soon as  reasonably
  practicable  and after  consultation  with the  other  Parties,  an  appropriate
  response  in  compliance  with such  request.  To the extent that  transfers  of
  Permits are required as a result of execution of this Agreement or  consummation
  of the  transactions  contemplated  hereby,  the  Sellers  shall use their  best
  efforts to effect such transfers.
  
                    (c) Notwithstanding  the foregoing,  nothing in this Agreement
  shall  be  deemed  to  restrict  the  conduct  by the  Parties  or any of  their
  Affiliates of their  businesses,  including  making any filings under applicable
  laws  necessary  or  appropriate  in  connection  with  any  transaction  or the
  consummation of the transactions  contemplated  thereby,  or require  Purchaser,
  Parent or any of their  Affiliates  to (i)  enter  into any  agreement  with any
  Governmental  Authority or to consent to any order, decree or judgment requiring
  Purchaser,  Parent or any of their Affiliates to hold separate or divest,  or to
  restrict the dominion or control of Purchaser, Parent or any of their Affiliates
  over, any of the assets, properties of businesses of Purchaser, Parent or any of
  their Affiliates or the Sellers, in each case as in existence on the date hereof
  or (ii) defend  against any  litigation  brought by any  Governmental  Authority
  seeking to prevent the consummation of the transactions contemplated hereby.
  
           Section 6.2 Conduct of Business.  Except as expressly  provided by this
  Agreement or with the prior written consent of Purchaser and Parent,  during the
  period  from the date of this  Agreement  to the  Closing,  BCGI and the Sellers
  shall  conduct  the  business of the  Division  only in the  ordinary  course of
  business consistent with past practice (including paying all accounts payable in
  accordance with past practice),  and shall use their  reasonable best efforts to
  preserve  intact  the  present  business  organization  of  the  Division,  keep
  available  the  services  of the  present  officers  and  employees  serving the
  Division,  and preserve the material  relationships  with licensors,  licensees,
  agents,  employees  and any others having  business  dealings with the Division.
  Without  limiting  the  generality  of the  foregoing,  and except as  otherwise
  expressly  provided in this Agreement,  the Sellers and BCGI shall not, prior to
  the Closing Date, without the prior written consent of Purchaser:
  
                    (a) (i) sell,  lease,  transfer  or  dispose  of any assets or
  rights of or  relating  to the  Division,  other  than  assets  or  rights  that
  individually or in the aggregate  would not be material,  in either case, in the
  ordinary course of business of the Division consistent with past practice,  (ii)
  incur any Lien  thereupon,  except for Liens incurred in the ordinary  course of
  business consistent with past practice which Liens would not in the aggregate be
  material,  (iii)  acquire  or lease any assets or rights of or  relating  to the
  Division other than assets or rights that individually or in the aggregate would
  not be  material  in the  ordinary  course  of  business  consistent  with  past
  practice,  or (iv) enter into any commitment or transaction with respect to (i),
  (ii) or (iii) above;
  
                    (b)      (i) incur, assume or refinance any Indebtedness
  relating to the Division or (ii) make any loans, advances or capital
  contributions to, or investments in, any Person relating to the Division;
  (c) pay,  discharge or satisfy any liability,  obligation,  or
  Lien of the  Division,  other than  payment,  discharge or  satisfaction  of (i)
  Indebtedness  as it matures and becomes due and  payable,  or (ii)  liabilities,
  obligations  or Liens in the ordinary  course of business  consistent  with past
  practice;
  
  (d)(i) change any of the  accounting  or tax  principles,  practices  or methods
     used by BCGI or the Sellers  relating to the Division,  except as required by
     changes in applicable Tax Laws, or (ii) change reserve amounts or policies;
                    (e) make any change in the  compensation  payable or to become
  payable  to any of the  Division's  officers,  directors,  employees,  agents or
  consultants  (other than general  increases  in wages to  employees  who are not
  officers or directors or Affiliates in the ordinary course  consistent with past
  practice), or to Persons providing management services,  enter into or amend any
  employment,  severance,  consulting,  termination or other agreement or employee
  benefit plan or make any loans to any of such  officers,  directors,  employees,
  Affiliates,  agents or consultants or make any change in its existing  borrowing
  or lending  arrangements  for or on behalf of any of such Persons pursuant to an
  employee benefit plan or otherwise;
  
  (f)pay  or  make  any  accrual  or  arrangement  for  payment  of  any  pension,
     retirement allowance or other employee benefit pursuant to any existing plan,
     agreement or arrangement to any officer,  director,  employee of the Division
     or pay or agree to pay or make any accrual or arrangement  for payment to any
     officers,  directors,  employees  of the  Division of any amount  relating to
     unused  vacation  days,  except  payments and  accruals  made in the ordinary
     course consistent with past practice,  adopt of pay, grant, issue, accelerate
     or accrue  salary or other  payments  or benefits  pursuant  to any  pension,
     profit-sharing,  bonus, extra compensation, incentive, deferred compensation,
     stock purchase,  stock option,  stock  appreciation  right,  group insurance,
     severance  pay,  retirement  or other  employee  benefit  plan,  agreement or
     arrangement,  or any  employment  or  consulting  agreement  with  or for the
     benefit of any such director, officer, employee, agent or consultant, whether
     past or present,  or amend in any material  respect any such  existing  plan,
     agreement or arrangement in a manner consistent with the foregoing;
                    (g)      enter into any collective bargaining agreement;
  
                    (h) make any payments (other than regular compensation payable
  to  officers  and  employees  of any  of the  Sellers  in  the  ordinary  course
  consistent with past practice),  loans,  advances or other  distributions to, or
  enter  into  any  transaction,  agreement  or  arrangement  with,  the  Sellers'
  Affiliates, officers, directors, employees, agents, consultants, stockholders of
  their Affiliates, associates or family members affecting the Division;
  
                    (i)  make  or  authorize  any  capital  expenditures  for  the
  Division,  except in the ordinary  course  consistent  with past practice not in
  excess of $10,000 individually or $25,000 in the aggregate;
  
                    (j)      incur any Taxes for the Division, except in the
  ordinary course of business consistent with past practice;
  
                    (k)      settle or compromise any Tax liability or agree to
  any adjustment of any Tax attribute or make any election with respect to Taxes
  with respect to the Division;
  (l)  fail to duly and  timely  file  any Tax  Return  with the
  appropriate  Governmental  Authorities  required to be filed by it in a true and
  complete and correct form or to timely pay all Taxes shown to be due thereon;
  
                    (m) (i)  enter  into,  amend,  renew or permit  the  automatic
  renewal of,  terminate or waive any right  under,  any  Material  Contract,  or,
  except in the ordinary  course of business  consistent  with past practice,  any
  other  agreement,  or (ii) take any action or fail to take any action that, with
  or without either notice or lapse of time,  would constitute a default under any
  Material Contract;
  
                    (n) (i) make  any  change  in its  working  capital  practices
  generally, including accelerating any collections of cash or accounts receivable
  or  deferring  payments or (ii) fail to make  timely  accruals,  including  with
  respect to accounts  payable and liabilities  incurred in the ordinary course of
  business;
  
                    (o)  fail  to  renew  (at  levels  consistent  with  presently
  existing  levels),  terminate or amend or fail to perform any of its obligations
  or permit any material  default to exist or cause any material  breach under, or
  enter into (except for renewals in the  ordinary  course of business  consistent
  with past practice), any material policy of insurance;
  
                    (p)      dispose of or permit to lapse any material
  Intellectual Property of the Division;
  
                    (q) except in the ordinary course of business  consistent with
  past practice pursuant to appropriate  confidentiality agreements, and except as
  required by any Law, any existing  agreements  set forth on Schedule  4.14 or as
  may be reasonably  necessary to secure or protect intellectual or other property
  rights of BCGI and the  Sellers,  provide any  confidential  information  of the
  Division to any Person other than Purchaser or Parent; or
  
                    (r) take, or agree to take,  any of the  foregoing  actions or
  any action  which would make any  representation  or warranty  contained in this
  Agreement untrue or incorrect,  or which would reasonably be expected to prevent
  the  satisfaction of any condition to Closing set forth in Article VII hereof or
  prevent  or delay the  consummation  of the  transactions  contemplated  by this
  Agreement.
  
           Section 6.3 Access. The Sellers and BCGI shall permit Purchaser, Parent
  and their  representatives,  for a period of two (2) years after the Closing, to
  have full access, upon reasonable prior written notice, to the employees,  books
  and records of the  Sellers and BCGI  related to the  Division  for  purposes of
  preparing tax information of Purchaser or Parent,  reviewing  employment records
  of the employees of the Division and conducting environmental assessments,  and,
  for a period of two (2)  years  after  Closing,  shall  furnish,  or cause to be
  furnished,  to Purchaser and Parent, such financial,  Tax and operating data and
  other available  information  with respect to such entities and their respective
  assets,  properties,  employees,  businesses  and  operations of the Division as
  Purchaser or Parent shall from time to time  reasonably  request.  In exercising
  their  right of access  hereunder,  Purchaser  and Parent  shall use  reasonable
  efforts to avoid undue  disruption to the businesses of either of the Sellers or
  BCGI. No investigation  pursuant to this Section shall affect any representation
  or warranty made by any of the Sellers or BCGI hereunder.
  Section 6.4 Further  Assurances.  From and after the Closing Date,  the
  Sellers  and BCGI shall  promptly  execute,  acknowledge  and  deliver any other
  assurances or documents reasonably requested by Purchaser to permit Purchaser to
  satisfy its obligations  hereunder or to evidence title, or to provide Purchaser
  with the benefits  enumerated in this Agreement.  In furtherance of, and without
  limitation  with  respect  to the  foregoing,  BCGI and the  Sellers  shall  use
  reasonable  best efforts from and after the Closing Date to assist  Purchaser in
  obtaining, or causing to be made or to occur, all consents,  approvals,  permits
  or authorizations  required to be obtained,  declarations or filings required to
  be made and waiting  periods or  terminations  required to have occurred from or
  with any Governmental  Authority or third party in connection with the execution
  and  delivery  of  this  Agreement  and  the  consummation  of the  transactions
  contemplated hereby.
  
           Section 6.5 Financial Statements. The Sellers shall promptly prepare at
  the end of each month and  promptly,  and in any event within twenty days of the
  prior month's end, deliver to Purchaser the balance sheet,  income statement and
  statement  of cash  flows  for the  Division,  prepared  consistently  with  the
  practices  used in preparation of the Division  Financial  Statements,  for each
  month ended between the date of this Agreement and the Closing Date.
  
           Section 6.6       Public Disclosure; Confidentiality.
                             ----------------------------------
  
                    (a) Each of the Parties agrees that, except as may be required
  to comply with the  requirements  of any applicable Laws or stock exchange rules
  (after  consultation with the other Parties hereto), no press release or similar
  public  announcement or communication  shall,  prior to the Closing,  be made or
  caused to be made  concerning  the execution or  performance  of this  Agreement
  unless the other Parties shall have consented to such  disclosure  (such consent
  not to be unreasonably withheld).
  
                    (b)  Purchaser  and Parent  shall,  prior to the Closing Date,
  cause any confidential  information of BCGI and the Sellers received pursuant to
  this Agreement to be kept  confidential  and will not use such  documents,  work
  papers and other  materials  in its  business or in any other  manner or for any
  other  purpose  other  than as  contemplated  hereby.  The  foregoing  shall not
  preclude Purchaser and Parent from (i) the use or disclosure of such information
  which currently is known generally to the public or which  subsequently has come
  into the public  domain,  other than by way of disclosure by Purchaser or Parent
  in violation of this Agreement,  (ii) the use or disclosure of such  information
  that becomes available to Purchaser or Parent on a non-confidential basis from a
  source other than BCGI,  the Sellers or BCGI's or the Sellers'  agents  provided
  that such source is not known by Purchaser or Parent to have a legal  obligation
  prohibiting the disclosure of such information,  or (iii) the disclosure of such
  information  required  by law or  court  order,  provided  that,  to the  extent
  practicable,  prior to such disclosure required by law or court order, Purchaser
  or Parent shall give prior written  notice,  as is deemed  reasonable  under the
  circumstances,  to BCGI and the Sellers in order to give BCGI and the Sellers an
  opportunity to seek judicial relief from such requirement.
  
                    (c) From and  after the  Closing  Date,  BCGI and the  Sellers
  shall keep confidential all confidential  information relating to the Sellers or
  the Assets.  The  foregoing  shall not preclude BCGI or the Sellers from (i) the
  use or disclosure of such information  which currently is known generally to the
  public or which subsequently has come into the public domain,  other than by way
  of disclosure by BCGI or the Sellers in violation of this  Agreement or (ii) the
  disclosure  of such  information  to the extent  required by law or court order,
  provided that, to the extent  practicable,  prior to such disclosure required by
  law or court  order,  BCGI and the Sellers  will give  Purchaser  prior  written
  notice of the nature of the required disclosure.
  
           Section 6.7 No Solicitation. Neither BCGI, the Sellers nor any of their
  Affiliates,   or  any  of  such   Persons'   officers,   directors,   employees,
  stockholders,  Affiliates,  agents,  or  representatives  (or any  Persons  of a
  similar capacity) will, directly or indirectly,  prior to December 31, 2000: (i)
  solicit,  initiate or encourage the submission of any proposal or offer from any
  Person other than Purchaser or Parent, enter into or continue any discussions or
  negotiations  with,  or  provide  any  information  to,  any  Person  other than
  Purchaser or Parent, relating to any (y) merger, consolidation or other business
  combination  involving the Division or (z)  acquisition  or  disposition  of any
  material  assets  of or  related  to the  Division  or (ii) in the  event  of an
  unsolicited offer by another Person with respect to those matters referred to in
  subsection (y) and (z) above,  engage in  negotiations  or discussions  with, or
  provide any information or data to, any Person relating to such offer.
  
           Section 6.8 Updating Schedules. From time to time prior to the Closing,
  the Sellers and BCGI shall  promptly  supplement  or amend any of the  Schedules
  with respect to any matter,  condition or occurrence hereafter arising which, if
  existing or occurring at the date of this Agreement, would have been required to
  be set forth or described in such Schedules. No supplement or amendment shall be
  deemed  to cure  any  breach  of any  representation  or  warranty  made in this
  Agreement or have any effect for the purpose of determining the  satisfaction of
  conditions set forth herein.
  
           Section 6.9 Taxes. The Sellers and BCGI shall pay all Taxes arising out
  of the  transfer  of the Assets and shall pay all Taxes in  connection  with the
  Sellers'  operations of the Division prior to the Closing.  Purchaser  shall pay
  all Taxes in connection  with  Purchaser's  operations of the Division after the
  Closing.  In  addition,  the  Sellers  and BCGI  shall  pay any and all Taxes in
  connection with the Sellers' and BCGI's misfiling,  non-filing or late filing of
  any Tax Return.  Purchaser shall not be responsible for any Taxes of the Sellers
  or BCGI of any kind related to any period ending on or prior to the Closing. The
  Sellers  shall not be  responsible  for any Taxes of  Purchaser or Parent of any
  kind related to any period ending after the Closing.
  
           Section 6.10      Employee Benefit Plans.
                             ----------------------
  
  (a)Effective  as of the end of the day  immediately  preceding  the Closing Date
     and except as otherwise  provided in this Section,  employees of the Division
     who are hired by Purchaser ("New Employees") shall cease to be covered by the
     Sellers'  and  BCGI's  employee  welfare  benefit  plans  including,  without
     limitation,  any Employee  Welfare Benefit Plan, and any and all other plans,
     programs,   policies  and  arrangements  which  provide  medical  and  dental
     coverage, life and accident insurance,  disability insurance and vacation pay
     (the "Sellers' Welfare Plans"). The Sellers and BCGI shall be responsible for
     all of the  following  claims  incurred by New  Employees  under the Sellers'
     Welfare Plans: (i) under any medical, dental or health plans for treatment or
     services  rendered  prior to the Closing Date;  (ii) under any life insurance
     plans with  respect to deaths  occurring  prior to the Closing Date and (iii)
     for any  payments or  benefits  arising  prior to the Closing  Date under any
     other of the Sellers' Welfare Plans,  except that the extent to which any and
     all such claims are payable  shall be  determined  by the  provisions  of the
     applicable Sellers' Welfare Plan.
  (b) The Sellers and BCGI,  as  applicable,  maintain a defined
  contribution  profit-sharing  plan  with a cash  or  deferred  arrangement  (the
  "Sellers'  401(k) Plan") that is intended to qualify under  Sections  401(a) and
  401(k)  of  the  Code.  The  Sellers  and  BCGI,  as  applicable,  shall  retain
  sponsorship  of the Sellers'  401(k) Plan after the Closing  Date and  Purchaser
  shall not be entitled to any assets of the Sellers' 401(k) Plan. Purchaser shall
  not assume any responsibility or liability for the Sellers' 401(k) Plan, and the
  Sellers and BCGI and the Sellers'  401(k) Plan shall remain  solely and entirely
  responsible for satisfying any and all obligations and liabilities arising under
  the Sellers' 401(k) Plan. As of the Closing Date, the accrued benefits under the
  Sellers'  401(k)  Plan  of all  New  Employees  shall  become  100%  vested  and
  non-forfeitable. The accrued benefits of New Employees under the Sellers' 401(k)
  Plan shall be distributed to the New Employees after the Closing Date or held in
  accordance  with  the  terms of the  Sellers'  401(k)  Plan  and the  applicable
  provisions of the Code.
  
           Section 6.11 Employees.  Purchaser  hereby covenants and agrees that at
  Closing it shall make offers of  employment  to each employee of the Sellers set
  forth on Schedule 6.11 on terms and conditions substantially equivalent to those
  provided  by the  Sellers  as of  the  Closing  Date;  provided,  however,  that
  Purchaser is not obligated in
  Confidential Materials omitted and filed
                           separately with the Securities
                              and Exchange Commission.
                             Asterisks denote omissions.
  
  connection  with such offers of  employment  to provided  for the grant of stock
  options or other equity incentives of Purchaser,  Parent or its Affiliates.  For
  purposes of  calculating  an  employee's  right or ability to  participate  in a
  benefit  or other  plan  offered  by  Purchaser,  credit  shall be given to such
  employee for the term of such employee's employment with the Sellers.
  
           Section 6.12  Operation of Business Post  Closing.  For the period from
  the Closing  Date until the date on which no further  Earn-Out  Payments  may be
  earned hereunder,  Purchaser and Parent shall not, except (i) as contemplated by
  this Agreement,  or (ii) without the prior written consent of the Sellers, which
  consent shall not be unreasonably withheld or delayed:
  
                    (a) cancel or  terminate,  other than for cause,  any Contract
  set forth on  Attachments 1 and 2 to the  Assignment  and Assumption of Contacts
  Agreement or any other contract producing  Qualifying  Revenue,  or any renewal,
  amendment or modification thereof; or
  
           (b)  cease to  operate  the  Business  for  reasons  unrelated  to poor
  performance of the Business or a downturn generally in the market for outsourced
  Teleservices Products and Services for wireless communications carriers.
  
           Section 6.13 Insurance. The Sellers and BCGI shall insure in sufficient
  amounts the fixed assets of the Division  against  losses during the period from
  the date of execution hereof through the Closing Date.
  
           Section 6.14  Collection  of Qualifying  Revenue.  Parent and Purchaser
  hereby  agree to use  commercially  reasonable  efforts  to  collect  Qualifying
  Revenue;  provided,  however,  that such  obligation  does not require Parent of
  Purchaser to commence  legal  proceedings  in  connection  with such  collection
  efforts.
  
           Section 6.15      [**].
  
  Purchaser,  Parent,  BCGI and the Sellers agree that for the period of [**] from
  the Closing Date,  the Sellers and BCGI and their  respective  Affiliates  shall
  [**] (i) [**] with Purchaser,  Parent or their Affiliates,  other than through a
  Person who becomes an Affiliate of the Sellers or BCGI after the Closing Date as
  a result of a [**] not in violation of the following  clause (ii),  (ii) [**] or
  other [**] with [**]  Purchaser,  Parent or their  Affiliates,  which is [**] or
  (iii) [**] with a [**]  Purchaser,  Parent or their  Affiliates,  which is [**],
  with  respect  to  business  [**],  in each case [**] of  Purchaser  or  Parent.
  Notwithstanding  the foregoing,  the Sellers,  BCGI and their Affiliates may (x)
  [**] with any Person [**]; provided,  however, that the nature of such agreement
  or  transaction  [**] and (y) provide  [**],  or other [**] which [**] which the
  Sellers and BCGI and their Affiliates[**].  Notwithstanding the foregoing,  BCGI
  or either of the Sellers
  Confidential Materials omitted and filed
                           separately with the Securities
                              and Exchange Commission.
                             Asterisks denote omissions.
  
  may provide,  [**] any Person that was [**]  pursuant to the [**] and which [**]
  the Strategic Relationship  Agreement,  other than [**] for the reason [**]. The
  provisions  of this Section 6.15 shall  terminate  and be of no further force or
  effect in the event that Purchaser and Parent cease to operate the Business. For
  the  avoidance of doubt,  a Person [**] shall mean any Person  [**],  including,
  without limitation: [**] (but specifically excluding [**] but excluding [**]).
  
  (a) Notwithstanding anything to the contrary contained in this Section 6.15, for
  the purposes of this Section  6.15,  [**] of the [**] of any [**] which are [**]
  shall [**] be in violation of this Section 6.15 [**].
  
  (b)  Notwithstanding  anything to the contrary  contained in this Section  6.15,
  neither BCGI nor the Sellers nor their respective Affiliates shall [**], for the
  [**] period provided in Section 6.15, [**] hereunder.
  
                    (d) The Sellers and BCGI acknowledge  that irreparable  injury
  may be caused to  Purchaser  or Parent in the event of a breach of this  Section
  6.15 by the Sellers or BCGI and that,  in the event of such  breach  preliminary
  and permanent injunctive relief would be available to Purchaser or Parent.
  
            Section 6.16  Payment of [**] Fees.  If, in  connection  with the [**]
  Contracts  [**] to the [**]  Contracts  Agreement  [**], it is necessary [**] in
  connection  with [**],  the Parties  agree as follows:  (i) Parent and Purchaser
  will be [**] in the aggregate, (ii) Parent and Purchaser on the one hand and the
  Sellers  and BCGI on the other hand will be [**] and (iii) the  Sellers and BCGI
  shall be [**]. Without limiting the generality of this Section 6.16, the Parties
  shall [**] in  connection  with the [**]  Contracts  [**] to the [**]  Contracts
  Agreement;  provided,  however,  that [**] the  Sellers'  or BCGI's  obligations
  herein [**].
  
                                     ARTICLE VII
                                CONDITIONS TO CLOSING
  
           Section  7.1  Conditions  to  the  Obligations  of  the  Parties.   The
  obligations  of each  Party  hereto to effect  the  Closing  are  subject to the
  satisfaction  (or  waiver) at or prior to the Closing of the  condition  that no
  temporary restraining order,  preliminary or permanent injunction or other order
  or decree  which  prevents the  consummation  of the  transactions  contemplated
  hereby  shall have been  issued and remain in effect,  and no  statute,  rule or
  regulation shall have been enacted by any Governmental Authority which makes the
  consummation  of the  transactions  contemplated  hereby illegal and the waiting
  period under the HSR Act shall have expired or been earlier terminated.
  
           Section 7.2 Conditions to the Obligations of Purchaser.  The obligation
  of Purchaser to effect the Closing is subject to the  satisfaction (or waiver by
  Purchaser) at or prior to the Closing, of the following conditions:
  (a) Representation and Warranties.  The  representations  and warranties of
  the Sellers and BCGI  contained  herein  shall have been true and correct in all
  material  respects  when  made and  shall be true and  correct  in all  material
  respects  as of  the  Closing,  as  if  made  as of  the  Closing  (except  that
  representations  and  warranties  that are expressly  made as of a specific date
  need be true in all material respects only as of such date).
  
       (b)  Covenants.  Each of the Sellers and BCGI shall have  performed  in all
  respects the --------- covenants and obligations  required to be performed by it
  on or prior to the Closing.
  
       (c) No Material  Adverse  Effect.  There  shall not have been,  or no event
  shall  have  --------------------------  occurred,  which  could  reasonably  be
  expected to result in a Material Adverse Effect.
  
       (d) Certificates.  The Sellers and BCGI shall have furnished Purchaser with
  a  certificate,  dated the Closing Date, to the effect that the  conditions  set
  forth in Sections 7.2(a), (b) and (c) have been satisfied.
  
       (e) Opinion.  The Sellers  shall have  furnished  Purchaser  with the legal
  opinion of Ropes & Gray in the form  attached  hereto as Exhibit C and otherwise
  reasonably satisfactory to Purchaser.
  
       (f) Litigation.  No Litigation  shall have been commenced and be continuing
  which seeks to prevent  consummation of the transactions  contemplated hereby or
  which seeks material  damages from Purchaser or Parent,  in connection  with the
  transactions contemplated hereby.
  
       (g) Assignment and Assumption of Contracts Agreement.  The Sellers and BCGI
  shall have executed and delivered to Purchaser the  Assignment and Assumption of
  Contacts Agreement in the form attached hereto as Exhibit E (the "Assignment and
  Assumption of Contracts Agreement").
  
       (h) Consents. All consents,  approvals,  permits or authorizations required
  to be obtained,  declarations or filings required to be made and waiting periods
  or terminations  required to have occurred prior to the Closing from or with any
  Governmental  Authority  or third party in  connection  with the  execution  and
  delivery of this Agreement and the consummation of the transactions contemplated
  hereby, shall have been obtained,  made or occurred.  The Sellers and BCGI shall
  have  provided  executed  copies  of the third  party  consents  required  to be
  obtained  in  connection  with  the  assignment  to  Purchaser  of the  Material
  Contracts,  including,  but not limited  to,  those  Contracts  set forth on the
  Attachments to the Assignment and Assumption of Contracts Agreement.
  
       (i)  Employment  Offer  Letter.  Each of the  Hired  Employees  shall  have
  executed  and  delivered to  Purchaser  an  Employment  Offer Letter in the form
  attached hereto as Exhibit B.
  
       (j)   Termination   of  Employment  of   Employees.   Evidence   reasonably
  satisfactory  to Purchaser that the Sellers and BCGI, as applicable,  shall have
  terminated  the  employment  of each of the employees set forth on Schedule 6.11
  and paid such employees all vacation pay accrued through the Closing Date.
  (k) Consent of Directors and Shareholders.  The Sellers and BCGI shall have
  provided  copies of unanimous  written  consents and approvals of this Agreement
  and all actions  contemplated hereby by their respective Boards of Directors and
  shareholders, as applicable.
  
       (l)  Strategic  Relationship  Agreement.  BCGI shall have entered into that
  Strategic  Relationship  Agreement in the form attached hereto as Exhibit D.
  
       (m)  CCST License and Maintenance Agreements.  Cellular shall have executed
  a CCST License Agreement and a CCST Maintenance Agreement in the formsattached
  hereto as Exhibit F.
  
       (n)  Disclosure  Schedules.  The  Sellers  and BCGI shall have  provided to
  Purchaser (i) Schedules 2.1(a),  2.1(a)(ii),  2.1(a)(iii),  2.1(c)(2), 2.2, 4.4,
  4.7, 4.8(a),  4.8(c),  4.13(c),  4.13(d) and 4.13(h) hereto and (ii) each of the
  attachments  to the Assignment  and  Assumption of Contracts  Agreement,  all of
  which  shall be in form and  substance  satisfactory  to  Purchaser  in its sole
  discretion.
  
           Section 7.3 Conditions to the  Obligations of the Sellers and BCGI. The
  obligations  of the  Sellers  and BCGI to effect  the  Closing is subject to the
  satisfaction  (or waiver by the Sellers or BCGI) on or prior to the Closing,  of
  the following conditions:
  
       (a) Representations  and Warranties.  The representations and warranties of
  Purchaser  and Parent  contained  herein shall have been true and correct in all
  material  respects  when  made and  shall be true and  correct  in all  material
  respects  as of  the  Closing,  as  if  made  as of  the  Closing  (except  that
  representations  and  warranties  that are expressly  made as of a specific date
  need be true in all material respects only as of such date).
  
       (b)  Covenants.  Purchaser and Parent shall have  performed in all respects
  the covenants  --------- and obligations  required to be performed by them at or
  prior to the Closing.
  
       (c) Certificate. Purchaser and Parent shall have furnished the Sellers with
  a certificate  dated the Closing  Date,  signed on their behalf by an authorized
  signatory  of Purchaser  and of Parent,  to the effect that the  conditions  set
  forth in Sections 7.3(a) and (b) have been satisfied.
  
       (d) Litigation.  No Litigation  shall have been commenced and be continuing
  which seeks to prevent  consummation of the transactions  contemplated hereby or
  which seeks  material  damages  from the Sellers or any of their  Affiliates  in
  connection with the transactions contemplated hereby.
  
       (e) Assignment and Assumption of Contracts Agreement.  Purchaser shall have
  executed and delivered to the Sellers and BCGI the  Assignment and Assumption of
  Contracts Agreement.
  
       (f) Consents. All consents,  approvals,  permits or authorizations required
  to be obtained,  declarations or filings required to be made and waiting periods
  or terminations  required to have occurred prior to the Closing from or with any
  Governmental  Authority  or third party in  connection  with the  execution  and
  delivery of this Agreement and the consummation of the transactions contemplated
  hereby, shall have been obtained, made or occurred.
  
       (g) Consent of Directors. Purchaser shall have furnished the Sellers with a
  copy of the  unanimous  written  consent  of  this  Agreement  and  all  actions
  contemplated hereby by its Board of Directors or a certificate certifying to the
  foregoing.
  
       (h) Strategic Relationship  Agreement.  Parent shall have entered into that
  certain Strategic  Relationship Agreement in the form attached hereto as Exhibit
  D.
  
       (i) CCST License and Maintenance Agreements.  Purchaser shall have executed
  a CCST License Agreement and a CCST Maintenance  Agreement in the forms attached
  hereto as Exhibit F.
  
                                    ARTICLE VIII
                            SURVIVAL AND INDEMNIFICATION
  
           Section 8.1 Survival of  Representations  and  Warranties.  Each of the
  representations  and  warranties  made  by  Purchaser  in this  Agreement  shall
  terminate  on  the  second   anniversary  of  the  Closing  Date.  Each  of  the
  representations  and  warranties  made by the Sellers and BCGI in this Agreement
  shall  terminate  on the  second  anniversary  of the  Closing  Date;  provided,
  however,  that (i) the  representation  and warranty  contained in Sections 4.10
  shall  survive  the  Closing  until  90 days  following  the  expiration  of the
  applicable  statute of limitations and (ii) the  representations  and warranties
  contained in Sections  4.1, 4.3 and 4.11 shall survive the Closing and remain in
  full force and effect without termination.  In the event notice of any claim for
  indemnification  under  Section  8.2(a)  hereof shall have been given within the
  applicable  survival  period,  the  representations  and warranties that are the
  subject  of such  indemnification  claim,  and the  indemnification  obligations
  related  thereto,  shall  survive  until  such  time as such  claim  is  finally
  resolved. The indemnification obligations of the Parties hereunder shall survive
  for a period of two (2) years from the Closing Date; provided, however, that the
  indemnification  obligations  of the Sellers and BCGI with respect to the breach
  of representations  and warranties set forth in Sections 4.1, 4.3, 4.10 and 4.11
  shall survive until twelve (12) months after the Sellers are no longer  entitled
  to Earn-Out Payments hereunder.  The covenants and agreements of the Parties set
  forth in this Agreement shall survive until twelve (12) months after the Sellers
  are no longer  entitled  to Earn-Out  Payments  hereunder,  expect as  expressly
  provided herein.
  
           Section 8.2       Indemnification.
                             ---------------
  
                    (a) Subject to the other provisions of this Article VIII, BCGI
  and the Sellers shall, jointly and severally indemnify, defend, release and hold
  harmless the Purchaser  Indemnified  Parties from and against any and all costs,
  expenses,  losses, damages and liabilities (including reasonable attorneys' fees
  and expenses,  but specifically  excluding  punitive  damages and  consequential
  damages) ("Damages") suffered by any of the Purchaser Indemnified Parties to the
  extent  resulting from,  arising out of, or incurred with respect to, or (in the
  case of claims asserted  against any of the Purchaser  Indemnified  Parties by a
  third party)  alleged to result from,  arise out of or have been  incurred  with
  respect to, (i) any breach of or inaccuracy in any representation or warranty as
  of the Closing Date of any of BCGI or the Sellers  contained in this  Agreement;
  (ii) any breach of any covenant of BCGI or any of the Sellers  contained in this
  Agreement;  (iii)  all  Litigation  relating  to  actions,  omissions  or events
  occurring on or prior to the Closing Date; (iv) any act or omission of BCGI's or
  the Sellers' employees, agents, directors or officers prior to the Closing Date;
  (v) any  Liabilities or obligations of BCGI or the Sellers which are not Assumed
  Liabilities;  (vi) any claim or other action arising under the Worker Adjustment
  and  Retraining  Notification  Act of 1988, as amended,  in connection  with the
  Sellers'  termination of those  employees of the Sellers  identified on Schedule
  6.11 hereof;  (vii) any liability,  claim or other action arising out of any Law
  relating to pollution,  protection of the environment or occupational safety and
  health arising out of or relating to the use, operation or occupancy at any time
  on or prior to the  Closing  Date of the Real  Property  set  forth on  Schedule
  4.8(b)  hereto in which the Sellers  and BCGI has or had an interest  and (viii)
  those items of litigation set forth on Schedule 4.9 hereto.
  
                    (b)  Subject to the other  provisions  of this  Article  VIII,
  Purchaser and Parent shall,  jointly and severally,  indemnify,  defend and hold
  harmless the Seller Indemnified Parties to the extent resulting from and against
  any and all  Damages  suffered by any of the Seller  Indemnified  Parties to the
  extent  resulting from,  arising out of, or incurred with respect to, or (in the
  case of claims asserted against any of the Seller Indemnified Parties by a third
  party)  alleged to result from,  arise out of or have been incurred with respect
  to, (i) any breach of or inaccuracy in any  representation or warranty as of the
  date made or as of the Closing  Date of  Purchaser  or Parent  contained in this
  Agreement;  (ii) any breach of any covenant of Purchaser or Parent  contained in
  this Agreement;  (iii) all Litigation  relating to actions,  omissions or events
  occurring  after the Closing Date;  (iv) any act or omission of  Purchaser's  or
  Parent's  employees,  agents,  directors or officers occurring after the Closing
  Date; (v) the Assumed Liabilities; and (vi) any liability, claim or other action
  arising out of any Law relating to pollution,  protection of the  environment or
  occupational  safety and health arising out of or relating to the use, operation
  or occupancy  at any time after the Closing Date of the Real  Property set forth
  on Schedule 4.8(b) hereto in which Purchaser has or had an interest.
  
                    (c) BCGI and the Sellers shall have no liability  with respect
  to  Damages   arising  from  an   unintentional   breach  or   inaccuracy  of  a
  representation or warranty contained in Article IV until the aggregate amount of
  such Damages exceed  $200,000,  after which BCGI and the Sellers shall be liable
  under this Article VIII only for those  Damages in excess  thereof.  In no event
  shall  the  aggregate   liability  of  BCGI  and  the  Sellers   hereunder  (for
  indemnification or otherwise) exceed, in the aggregate,  the sum of the Purchase
  Price plus any Earn-Out Payments or Earn-Out  Adjustment Amounts earned pursuant
  to Section 3.1 hereof;  provided,  however,  in the event of fraud,  intentional
  misrepresentation  or willful misconduct on the part of either of the Sellers or
  BCGI,  Purchaser and Parent shall have the right to recover Damages in excess of
  the foregoing.
  
                    (d) Purchaser  shall have no liability with respect to Damages
  arising  from an  unintentional  breach or  inaccuracy  of a  representation  or
  warranty  contained  in  Article V until the  aggregate  amount of such  Damages
  exceed  $200,000,  after which  Purchaser  and Parent shall be liable under this
  Article  VIII only for those  Damages in excess  thereof.  In no event shall the
  aggregate   liability  of  Purchaser  and  Parent  for  Damages  hereunder  (for
  indemnification or otherwise) exceed, in the aggregate,  the sum of the Purchase
  Price plus any Earn-Out Payments or Earn-Out  Adjustment Amounts earned pursuant
  to Section 3.1 hereof.
  Section 8.3       Notice and Resolution of Third Party Claim.
                             ------------------------------------------
  
                    (a) An indemnified  party under this Agreement  shall promptly
  give written notice to the indemnifying  party after obtaining  knowledge of any
  third  party  claim or  litigation  against  the  indemnified  party as to which
  recovery may be sought against the  indemnifying  party because of the indemnity
  set  forth  in  Section  8.2,  specifying  in  reasonable  detail  the  claim or
  litigation  and the  basis  for  indemnification;  provided,  however,  that the
  failure of the indemnified  party promptly to notify the  indemnifying  party of
  any such matter shall not release the  indemnifying  party, in whole or in part,
  from  its  obligations  under  this  Article  VIII  except  to  the  extent  the
  indemnified  party's  failure  to so  notify in  breach  of this  paragraph  (a)
  materially  prejudices the  indemnifying  party's ability to defend against such
  third  party  claim or  litigation.  The  indemnified  party  shall  permit  the
  indemnifying  party to assume the defense of any such claim,  litigation  or any
  litigation resulting from such third party claim.
  
                    (b) If the indemnifying  party assumes the defense of any such
  third party claim or litigation, the obligations of the indemnifying party under
  this Agreement  shall include taking all steps  necessary in the  investigation,
  defense or settlement of such claim or  litigation  (including  the retention of
  legal counsel) and holding the  indemnified  party harmless from and against any
  and all  losses  caused by or  arising  out of any  settlement  approved  by the
  indemnifying  party or any judgment in connection with such claim or litigation.
  The  indemnifying  party shall not, in the defense of such claim or  litigation,
  consent  to entry  of any  judgment  (except  with the  written  consent  of the
  indemnified party) or enter into any settlement (except with the written consent
  of the indemnified  party):  (i) that does not include as an unconditional  term
  thereof the giving by the claimant or the plaintiff to the  indemnified  party a
  complete  release from,  all liability in respect of such claim or litigation or
  (ii) the  effect of which is to permit  any  injunction,  declaratory  judgment,
  other order or other  equitable  relief to be entered,  directly or  indirectly,
  against  any  indemnified   party.  The  indemnifying  party  shall  permit  the
  indemnified  party to participate in such defense or settlement  through counsel
  chosen by the  indemnified  party,  with the fees and  expenses of such  counsel
  borne by the indemnified party.
  
  (c)Failure  by the  indemnifying  party to notify the  indemnified  party of its
     election  to assume the  defense of any such claim or  litigation  by a third
     party  within  thirty  (30) days after  notice  thereof has been given to the
     indemnifying  party shall be deemed a waiver by the indemnifying party of its
     right to assume the defense of such claim or litigation.  If the indemnifying
     party  does not assume the  defense  of such claim or  litigation  by a third
     party, the indemnified party may defend or settle such claim or litigation in
     such matter as the indemnified party may deem appropriate and may settle such
     claim or litigation on such terms as it may deem appropriate.
           Section 8.4 Security for the Sellers'  Indemnification  Obligation.  As
  security for the  agreement  by the Sellers and BCGI to  indemnify  and hold the
  Purchaser  Indemnified  Parties harmless as described in Section 8.2 hereof, the
  Purchaser  Indemnified  Parties  shall be  entitled to set off the amount of any
  indemnifiable  Damages  against all or a portion of any  Earn-Out  Payment or an
  Earn-Out  Adjustment  Amount  that  has been  earned  by  Wireless  TeleServices
  pursuant  to  Sections  3.1(c) or 3.1(e)  hereof but not yet paid by  Purchaser.
  Purchaser's  right to effect a set off against any Earn-Out  Payment or Earn-Out
  Adjustment  Amount,  shall be  limited to the  amount of  indemnifiable  Damages
  subject  to such  claim  pursuant  to  Section  8.4(a),  and the  balance of the
  Earn-Out  Payment  shall be paid to Wireless  TeleServices  in  accordance  with
  Section 3.1 hereof.
  
  (a)The Purchaser  Indemnified  Parties shall give written  notice to the Sellers
     of any matter as to which the Purchaser  Indemnified  Parties are entitled to
     be  indemnified,  which  notice  shall set forth the amount of  indemnifiable
     Damages which the Purchaser  Indemnified  Parties claim to have  sustained by
     reason thereof.
  (b)A  setoff  may be  effected  at any  time  after  the  later  to occur of the
     expiration  of thirty (30) days from the date of such notice (the  "Notice of
     Contest  Period")  or, if the claim is  contested,  the date the  dispute  is
     resolved.
  (c)If, prior to the expiration of a Notice of Contest Period,  the Sellers shall
     notify the  Purchaser  Indemnified  Parties in  writing  of an  intention  to
     dispute the claim and if such dispute is not resolved within thirty (30) days
     after expiration of such period (the "Resolution Period"),  then such dispute
     shall be resolved by a committee of three  arbitrators  (one appointed by the
     Sellers, one appointed by the Purchaser Indemnified Parties and one appointed
     by the other two so appointed), all of whom shall be appointed within fifteen
     (15) days after the  expiration of the  Resolution  Period.  The  arbitrators
     shall abide by the rules of the American Arbitration  Association,  and their
     decision  shall be made within thirty (30) days following  their  appointment
     and shall be final and binding on all Parties.
  Section 8.5 Other Indemnification  Provision.  The remedies provided for in this
     Article  VIII shall be in addition  to and not in lieu of any other  remedies
     available to  Purchaser,  Parent or the Purchaser  Indemnified  Parties under
     this Agreement or at law.
  
                                     ARTICLE IX
                                     TERMINATION
  
       Section 9.1 Termination. This Agreement may be terminated at any time prior
            to Closing:
  
                    (a)      by mutual agreement of the Parties;
  
                    (b) by  Purchaser  or  Parent  or by the  Sellers,  by  giving
  written notice of such  termination  to the other Parties,  if the Closing shall
  not have occurred on or prior to December 31, 2000; provided,  however, that the
  right to  terminate  this  Agreement  under  this  Section  9.1(b)  shall not be
  available  to any Party  whose  failure  to perform  any  material  covenant  or
  obligation under this Agreement has been the cause of or resulted in the failure
  of the Closing to occur on or before such date;
  
                    (c) by  Purchaser  or Parent or the Sellers by giving  written
  notice of termination to the other Parties,  if there shall have been a material
  breach of any of the covenants or agreements  or any of the  representations  or
  warranties  set forth in this  Agreement on the part of the other  Party,  which
  breach is not cured within ten (10) days  following  written notice given by the
  terminating  Party to the Party committing such breach,  or which breach, by its
  nature, cannot be cured prior to the Closing; provided,  however, that the right
  to terminate this Agreement  under this Section 9.1(c) shall not be available if
  at the time the terminating  Party is in material breach of any  representation,
  warranty, covenant or other agreement contained herein; or
  (d) by Purchaser or Parent or the Sellers by written notice of
  termination  to the other  Parties if any  Governmental  Authority  of competent
  jurisdiction shall have issued any statute, rule,  regulation,  order, decree or
  injunction  or taken any other  action  permanently  restraining,  enjoining  or
  otherwise prohibiting the transactions  contemplated by this Agreement, and such
  statute,  rule,  regulation,  order,  decree or injunction or other action shall
  have become final.
  
           Section 9.2 Effect of  Termination.  In the event of the termination of
  this  Agreement in  accordance  with Section 9.1 hereof,  this  Agreement  shall
  thereafter  become void and have no effect,  and no Party thereto shall have any
  liability  to any  other  Party  hereto  or any  of its  respective  Affiliates,
  directors,  officers or  employees,  except for the  obligations  of the Parties
  hereto  contained in this Section 9.2 and in Sections 6.6, 10.1,  10.5, 10.6 and
  10.8  hereof,  and  provided  that  nothing  contained in this Section 9.2 shall
  relieve  any  Party  from  liability  for a  breach  of any  provision  of  this
  Agreement.
  
                                      ARTICLE X
                                    MISCELLANEOUS
  
           Section 10.1  Notices.  All notices or other  communications  hereunder
  shall be deemed to have been duly given and made if in writing  and if served by
  personal  delivery  upon the  Party for whom it is  intended,  if  delivered  by
  registered or certified mail, return receipt requested, or by a national courier
  service,  or if sent by  facsimile;  provided,  however,  that the  facsimile is
  promptly followed by telephone confirmation thereof to the appropriate person at
  the address set forth below,  or at such other  address as may be  designated in
  writing hereafter, in the same manner, by such person.
  
                    To BCGI:
  
                             Boston Communications Group, Inc.
                             100 Sylvan Road
                             Woburn, Massachusetts 01801
                             Telephone:  (617) 692-7000
                             Facsimile:  (617) 692-6230
                             Attention: General Counsel
  
                    To Cellular:
  
                             Cellular Express, Inc.
                             100 Sylvan Road
                             Woburn, Massachusetts 01801
                             Telephone:  (617) 692-7000
                             Facsimile:  (617) 692-6230
                             Attention: General Counsel
  
                    To Wireless TeleServices:
  Wireless TeleServices Corp.
                             100 Sylvan Road
                             Woburn, Massachusetts 01801
                             Telephone:  (617) 692-7000
                             Facsimile:  (617) 692-6230
                             Attention: General Counsel
  
                    with a copy to:
  
                             Ropes & Gray
                             One International Place
                             Boston, Massachusetts 02110
                             Telephone:  (617) 951-7000
                             Facsimile:  (617) 951-7050
                             Attention:  Jennifer Borggaard
  
                    To Parent:
  
                             TeleTech Holdings, Inc.
                             1700 Lincoln Street, Suite 1400
                             Denver, Colorado 80203
                             Telephone:  (303) 894-4000
                             Facsimile:  (303) 894-7321
                             Attention:  General Counsel
  
                    To Purchaser:
  
                             TeleTech Holdings, Inc.
                             1700 Lincoln Street, Suite 1400
                             Denver, Colorado 80203
                             Telephone:  (303) 894-4000
                             Facsimile:  (303) 894-7321
                             Attention:  General Counsel
  
                    with a copy to:
  
                             Hogan & Hartson L.L.P.
                             One Tabor Center
                             1200 17th Street, Suite 1500
                             Denver, Colorado  80202
                             Telephone:  (303) 899-7300
                             Facsimile:  (303) 899-7333
                             Attention:  Steven A. Cohen
  
           Any such notice shall be deemed  delivered (a) on the date delivered if
  by personal delivery, (b) on the date upon which the return receipt is signed or
  delivery is refused or the notice is designated by the postal  authorities  as a
  not deliverable,  as the case may be, if mailed by registered or certified mail,
  (c) on the next succeeding  business day if sent by national courier service, or
  (d) on the date  telecommunicated  if by  facsimile  if  confirmed  by telephone
  confirmation.
  
           Section 10.2 Amendment,  Waiver. Any provision of this Agreement may be
  amended  or waived if, and only if such  amendment  or waiver is in writing  and
  signed,  in the case of an amendment,  by Purchaser  and each Seller,  or in the
  case of a waiver,  by the Party against whom the waiver is to be  effective.  No
  failure  or delay by any  Party in  exercising  any  right,  power or  privilege
  hereunder  shall  operate as a waiver  thereof,  nor shall any single or partial
  exercise  thereof preclude any other or further exercise thereof or the exercise
  of any other right, power or privilege.
  
           Section 10.3  Assignment.  Prior to the Closing  Date, no Party to this
  Agreement  may  assign  any of its rights or  obligations  under this  Agreement
  without  the prior  written  consent  of the  other  Parties  hereto;  provided,
  however,  that Purchaser may assign any of its rights and obligations  hereunder
  in whole or in part to any of its respective  Affiliates  without  obtaining the
  consent of the other Parties hereto.  From and after the Closing Date, any Party
  may assign its rights and obligations hereunder to a Person that acquires all or
  substantially all of the stock or assets of such Party.
  
           Section 10.4 Entire Agreement.  This Agreement (including all Schedules
  and Exhibits hereto)  contains the entire  agreement  between the Parties hereto
  with respect to the subject matter hereof and  supersedes  all prior  agreements
  and understandings, oral or written, with respect to such matters.
  
           Section  10.5 Parties in Interest.  This  Agreement  shall inure to the
  benefit  of  and be  binding  upon  the  Parties  hereto  and  their  respective
  successors  and  assigns.  Nothing in this  Agreement,  express or  implied,  is
  intended to confer upon any Person other than Purchaser,  Parent, the Sellers or
  their  successors or assigns,  any rights or remedies under or by reason of this
  Agreement.
  
           Section 10.6 Expense.  All costs and expenses  incurred by Purchaser in
  connection with this Agreement and the transactions contemplated hereby shall be
  borne by  Purchaser,  and all costs and  expenses  incurred  by the  Sellers  in
  connection with this Agreement and the transactions contemplated hereby shall be
  borne by the Sellers.
  
           Section 10.7  Governing  Law;  Jurisdiction;  Service of Process.  This
  Agreement  shall be governed by the laws of the State of Colorado,  its rules of
  conflict of laws  notwithstanding.  Purchaser  and each Seller  hereby agree and
  consent to be subject to the  exclusive  jurisdiction  of the  federal and state
  courts of the State of  Colorado or the  Commonwealth  of  Massachusetts  in any
  suit, action or proceeding  seeking to enforce any provision of, or based on any
  matter arising out of or in connection  with, this Agreement or the transactions
  contemplated  hereby.  Each Party hereby irrevocably  consents to the service of
  any and all process in any such suit,  action or  proceeding  by the delivery of
  such process to such Party at the address and in the manner  provided in Section
  10.1
  
           Section 10.8 Specific Performance. The Parties hereto agree that if any
  of the provisions of this  Agreement are not performed in accordance  with their
  specific terms or are otherwise  breached,  irreparable  damage would occur,  no
  adequate  remedy at law would exist and damages would be difficult to determine,
  and that the Parties  shall be entitled  to  specific  performance  of the terms
  hereof, in addition to any other remedy at law or equity.
  
           Section 10.9  Transfer  and Similar  Taxes.  Notwithstanding  any other
  provision  of this  Agreement  to the  contrary,  the Sellers  shall  assume and
  promptly  pay  when  due  all  sales,   property,   use,  privilege,   transfer,
  documentary,  gains,  stamp,  duties,  recording  and  similar  Taxes  and  fees
  (including any penalties, interest or additions) imposed upon any Party incurred
  in connection with the transactions contemplated by this Agreement.
  
           Section 10.10 Headings.  The heading references herein and in the table
  of contents hereto are for  convenience  purposes only, do not constitute a part
  of this  Agreement,  and  shall  not be  deemed  to limit or  affect  any of the
  provisions hereof.
  
           Section 10.11  Non-Solicitation of Employees.  For a period of four (4)
  years from the Closing  Date,  neither  Purchaser nor Parent on the one hand nor
  the  Sellers  or BCGI on the other  hand will hire,  contract,  or  solicit  the
  employment  of any current  employee or former  employee of the other party (the
  "employer")  for or on behalf of itself or any other  person or entity,  without
  the prior written consent of the employer.  The foregoing provision shall not be
  applicable to Purchaser or Parent hiring the New Employees pursuant to the terms
  hereof.  With  respect  to  former  employees  of  an  employer,  the  foregoing
  provisions will not apply if such former employee was terminated by the employer
  or a period of six (6) months has elapsed from the last date that such  employee
  was employed by the employer.
  
           Section 10.12 Other Services. The Sellers and BCGI shall make available
  the services of Dorothy  McCarthy,  so long as she is employed by the Sellers or
  BCGI, for  consultation  with Purchaser for up to 40 hours per week for a period
  of six (6) months, following the Closing Date. Purchaser shall have the right to
  request the  services of Dorothy  McCarthy  and shall pay for all such  services
  requested  at the rate of $78.13 per hour,  payable  monthly in arrears.  If the
  Purchaser requests that a retention package be offered to Dorothy McCarthy, then
  the  aforesaid  rate shall be increased  to reflect  this cost.  Nothing in this
  Agreement  shall  require  the  Sellers to maintain  the  employment  of Dorothy
  McCarthy for the full time period referenced  herein.  The Sellers also agree to
  provide  office  space,  supplies  and  telephone  for use by two  employees  of
  Purchaser  at the office of the Sellers as  mutually  agreed upon by the Parties
  during the term of the Strategic Relationship Agreement. Purchaser agrees to pay
  the Sellers the sum of $500.00 per month per employee for such services.
  
                              [SIGNATURE PAGES FOLLOW]
  SIGNATURES
  
           IN WITNESS WHEREOF,  the Parties have executed or caused this Agreement
  to be executed as of the date first written above.
  
                              TeleTech Holdings, Inc.
  
                              By:  /s/ Norman A. Blome
                              --------------------------------------------------
                              Name:   Norman A. Blome
                              --------------------------
                              Title: Treasurer
                              ---------------------------------
  
                             TeleTech Customer Care Management (Colorado), Inc.
  
                             By:   /s/ Norman A. Blome
                             --------------------------------------------------
  
                             Name: Norman A. Blome
                             ----------------------------
                             Title: Treasurer
                             ---------------------------------
  
                             Boston Communications Group Inc.
  
                             By:      /s/ Karen A. Walker
                             --------------------------------------------------
                             Name:  Karen A. Walker
                             -------------------------------------------
                             Title:  Chief Financial Officer and
                                     Treasurer
  
                             Cellular Express, Inc.
  
                             By:      /s/ Karen A. Walker
                             --------------------------------------------------
                             Name: Karen A. Walker
                             -------------------------------------------
                             Title:  Chief Financial Officer and
                                     Treasurer
  
                             Wireless TeleServices Corp.
  
                             By:      /s/ Karen A. Walker
                             --------------------------------------------------
                             Name: Karen A. Walker
                             -------------------------------------------
                             Title:  Chief Financial Officer and
                                     Treasurer
  -52-
  
  Exhibit 99.1
  
  Contacts:
  
  TeleTech                                  Boston Communications Group
  Kirsten Hamling                           Tracy Baumert
  Investor Relations                        Investor Relations
  303-894-7379                              617-692-7000
  kirstenhamling@teletech.com               tracy_baumert@boscomm.net
  
                             BOSTON COMMUNICATIONS GROUP
  
                  CLOSES SALE OF CUSTOMER CARE DIVISION TO TELETECH
  
  Woburn,  Mass., and Denver, Co., November 8, 2000 - Boston  Communications Group
  (Nasdaq:  BCGI),  the market  leader in prepaid  wireless,  today  announced the
  closing  of  the  sale  of its  customer  care  division  in an  asset  purchase
  transaction to TeleTech  Holdings,  Inc.  (Nasdaq:  TTEC),  the  fastest-growing
  global provider of customer management and B2B infrastructure  services.  Boston
  Communications  services the top 5 U.S. wireless  operators and approximately 70
  wireless  carriers and  resellers,  positioning  them a clear leader in both the
  prepaid and post-paid  wireless  services  market.  This sale is consistent with
  BCGI's  strategy  to focus on its core  prepaid  wireless  business  and related
  mobile  commerce  applications as well as TeleTech's  vertical market  expansion
  plans, greatly enhancing its strategic position in the wireless market.
  
  TeleTech  purchased  the customer  care  division of BCGI in a cash  transaction
  valued at $15 million,  including a $13 million cash payment and  assumption  of
  approximately  $2 million of liabilities.  The acquisition will be accounted for
  under the purchase method of accounting.  Under the terms of the agreement, BCGI
  could receive additional cash payments, totaling up to an additional $20 million
  over four years, based upon achievement of predetermined revenue targets for its
  customer care division.
  
  The  transaction  received  clearance  under  the  Hart-Scott-Rodino   Antitrust
  Improvements Act and closed on November 7, 2000.
  
  Per the  agreement,  Boston  Communications  Group and  TeleTech  also  formed a
  strategic alliance and have begun to jointly market and sell their products on a
  worldwide  basis,  bringing a  powerful  suite of pre- and  post-paid  services,
  billing  and  eCRM   capabilities   to  wireless   carriers   and  the  emerging
  mobile/electronic commerce market.
  
  BOSTON COMMUNICATIONS GROUP PROFILE
  Founded in 1988, BCGI provides universal  real-time  transaction  processing and
  payment  services as well as other  enhanced voice and data services to wireless
  carriers  through  its  Intelligent   Voice  Services  Network  (IVSN)  and  its
  proprietary,  highly scalable  transactions  processing  platform.  Through this
  unmatched nationwide real-time infrastructure,  BCGI provides one or more of its
  services to approximately 70 wireless carriers and resellers, including the five
  largest domestic  carriers.  At the heart of its IVSN is BCGI's prepaid wireless
  service that has emerged as North America's  largest  real-time billing network.
  BCGI's prepaid IVSN now serves over 2.7 million subscribers,  handling more than
  a billion  minutes of prepaid  wireless phone use per year.  Please visit BCGI's
  web site at http://www.bcgi.net.
  
  TELETECH PROFILE
  
  Founded   in  1982,   TeleTech   is  the   leading   provider   of   integrated,
  eCommerce-enabling  customer relationship management solutions (eCRM) for global
  organizations  predominantly  in  the  telecommunications,  financial  services,
  technology, government and transportation industries. TeleTech has operations in
  ten countries which include Argentina,  Australia,  Brazil,  Canada, Mexico, New
  Zealand,  Singapore, Spain, the U.K. and the U.S.. TeleTech's eCRM capabilities,
  including  B2B  electronic  channel  management  and database  management,  help
  companies inform,  acquire,  service, grow and retain their customers throughout
  the entire relationship lifecycle. Its innovative customer interaction platform,
  CyberCare,  integrates  the full spectrum of voice and Internet  communications,
  including  custom  e-mail   response,   "chat"  and  extensive  Web  co-browsing
  capabilities.  Through 43 customer  interaction centers in the Americas,  Europe
  and Asia,  TeleTech couples  high-velocity  e-infrastructure  service deployment
  with premier quality  e-customer  relationship  management to assure our clients
  unparalleled success in acquiring, retaining and growing customer relationships.
  Information  regarding  TeleTech  Holdings can be found on the  Worldwide Web at
  http://www.teletech.com.
  
  FORWARD LOOKING STATEMENTS
           This press release  contains,  in addition to  historical  information,
  forward-looking  statements  that  involve  risks and  uncertainties,  including
  statements regarding potential future payout to the Company from the sale of its
  customer  service  division and the strategic  alliance between Teletech and the
  Company to jointly sell the Company's and Teletech's  services.  Such statements
  are based on management's  current  expectations  and are subject to a number of
  uncertainties  and risks that could cause  actual  results to differ  materially
  from those  described in the  forward-looking  statements.  Among the  important
  factors  that  would  cause  actual  results  to differ  materially  from  those
  indicated by such forward-  looking  statements are the  continuance of customer
  service to BCGI's  current  customers,  significant  decreases in business  from
  major  customers,  the lack of acceptance by the  marketplace of the services of
  the  Company  and or  Teletech,  the  inability  of the  Company or  Teletech to
  successfully  manage the strategic  alliance and the risk factors  detailed from
  time to time in the Company's  periodic  reports filed with the  Securities  and
  Exchange Commission.
  
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