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Unanimous Written Consent Of Directors - TEK DIGITEL CORP - 8-2-2000

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Unanimous Written Consent Of Directors - TEK DIGITEL CORP - 8-2-2000 Powered By Docstoc
					UNANIMOUS WRITTEN CONSENT OF DIRECTORS of TEK DIGITEL CORPORATION (A Wyoming Corporation) The undersigned persons, constituting all of the members of the board of directors ("Board") of TEK DIGITEL CORPORATION, a Wyoming corporation ("Company"), hereby take the following actions by unanimous written consent in lieu of a meeting, pursuant to the Wyoming Business Corporation Act: IT IS RESOLVED by the Board of Directors to take the following actions on behalf of the Company, for which purpose the Board formally adopts the resolutions set forth below: 1. 1999 New Hired Employee Stock Compensation. In recognition of the need for future business development and in order to retain highly trained computer professionals, the Board has unanimously approved the plan of stock compensation for new hired employees during the year of 1999. The new plan is based on the Company's existing 1997 Employee Stock Compensation Plan. 2. Stock Award and Stock Grant. Each new employee, hired before January 1, 2000 are entitled to a combination of Stock Award and Stock Grant. This combination consists of shares allocated from the company's existing 1997 Stock Award Plan and the 1997 Stock Option Plan. The number of shares that each new employee shall be entitled to will be determined based on the employee's experiences, the level of difficulties in recruiting employees of similar experiences, and the long term prospects of the employee. 3. Number of Shares. The number of shares and the combination of the Stock Award Plan shares versus the Stock Option Plan shares which is to be granted to each employee shall be determined jointly by the hiring manager, the President and the Board all together. 4. Valuation of The Stock Award Plan Shares. Each share of The Stock Award Plan shares is priced at 0.60 US dollars (or 60 cents) which is the 21 days average market price prior to this plan effective date. The employee will be responsible for the tax liability. 5. Vesting of The Stock Award Plan Shares. The Stock Award Plan shares shall be vested twice at the employee's first 6 months and 12 month employment after the employment date. At each time, one half (1/2) of the awarded shares are to be vested. The award date will be the starting date of the employment. 6. Exercise Price of The Stock Option Plan Shares. The exercise price of each Stock Option Plan share is set to 0.60 US dollars (or 60 cents) which is the 21 days average market price prior to this plan effective date. 7. Vesting of The Stock Option Plan Shares. Vesting of the Stock Option Plan shares will occur on a gradual basis over a 3-year period, beginning after the first 6 months of the grant day (the day of employment), in equal amounts every six months for a total of six vests. 8. Company Bought By, Sold To or Merged With Another Company. In the case that the Company is bought by, sold to or merged with another company ("event"), all granted Stock Option Plan shares are vested if the first employment anniversary has reached (after one year of employment). If the "event" occurs after the first 6 month employment, the employee is entitled to vest in one half (1/2) of the Stock Option Plan shares. For any additional month employed beyond the first 6 month, a 1/12 (one twelfth) of the Stock Option Plan shares are entitled for vesting. This "additional month" can only be a full month but not in fraction. 9. Termination of Employment. In the case if the employment is terminated by the Company with reasons not related to performance, the employee is entitled to shares previously vested plus the current 6-month vesting shares, if the termination occurs between the first 6 month and up to the first anniversary date (not inclusive) of the employment. If the termination occurs after the first employment anniversary date (inclusive), the employee is entitled to 50% of the shares that have not already been vested in addition to those previously vested shares.

10. Grace Period. Each employee terminated his/her employment with the company, shall have a grace period of 2 months to exercise his vested shares. The 2-month period starts at the official termination date. 11. New Issues of $3,000,000 (3 Million) Shares for the Stock Option Plan. In order to implement the aforesaid New Hire Stock Compensation Plan, an additional 3,000,000 shares of the company common stock shall be issued and added to Company's Stock Option Plan. 12. The effective date of this resolution is May 1, 1999.
Signed: /s/ Robert G. Clarke -----------------------------Director: Robert G. Clarke Signed: /s/ Ke-Ou Chao --------------------------Director: Ke-Ou Chao

Signed: /s/ Thomas Yang -----------------------------Director: Thomas Yang

Signed: /s/ Enghe Chimood --------------------------Director: Enghe Chimood

(SEAL)

UNIT SUBSCRIPTION AGREEMENT To: TEK DIGITEL CORPORATION Suite 300-20010 Century Blvd. Germantown, Maryland 20874 GENTLEMEN/MESDAMES: SUBSCRIPTION - The undersigned (the "Purchaser") hereby subscribes for and agrees to purchase two million (2,000,000) units (the "Units") being offered by TEK DIGITEL CORPORATION (the "Company") at a price of fifty cents (US$0.50) per Unit for a total purchase price of $1,000,000 United States Dollars (the "Purchase Price"), in accordance with the terms and conditions of the Offering (the "Offering") made by the Company pursuant to exemptions under the Securities Act of 1933 (the "Act" or "Securities Act"). The Subscription Agreement (the "Agreement") may be rejected in whole or part by the Company. CONSTITUTION OF THE UNITS - Each of the units (the "Units") will consist of one no par value common share in the capital of the Company (a "Share") and: (a) one Class D Warrant entitling the holder to purchase a further Share at an exercise price of US $0.50 per Share up to and including November 30, 1999; (b) one Class E Warrant entitling the holder to purchase a further Share at an exercise price of US $0.50 per Share up to and including March 31, 2000; (c) one Class F Warrant entitling the holder to purchase a further Share at an exercise price of US $0.60 per Share up to and including August 31, 2000; and (d) one Class G Warrant entitling the holder to purchase a further Share at an exercise price of US $0.65 per Share up to and including August 31, 2001. For the purposes of this Agreement the Class D Warrants, the Class E Warrants, the Class F Warrants and the Class G Warrants referred to above shall collectively be referred to as the "Warrants". The Shares to be issued on exercise of the Warrants shall be referred to as the "Warrant Shares".

UNIT SUBSCRIPTION AGREEMENT To: TEK DIGITEL CORPORATION Suite 300-20010 Century Blvd. Germantown, Maryland 20874 GENTLEMEN/MESDAMES: SUBSCRIPTION - The undersigned (the "Purchaser") hereby subscribes for and agrees to purchase two million (2,000,000) units (the "Units") being offered by TEK DIGITEL CORPORATION (the "Company") at a price of fifty cents (US$0.50) per Unit for a total purchase price of $1,000,000 United States Dollars (the "Purchase Price"), in accordance with the terms and conditions of the Offering (the "Offering") made by the Company pursuant to exemptions under the Securities Act of 1933 (the "Act" or "Securities Act"). The Subscription Agreement (the "Agreement") may be rejected in whole or part by the Company. CONSTITUTION OF THE UNITS - Each of the units (the "Units") will consist of one no par value common share in the capital of the Company (a "Share") and: (a) one Class D Warrant entitling the holder to purchase a further Share at an exercise price of US $0.50 per Share up to and including November 30, 1999; (b) one Class E Warrant entitling the holder to purchase a further Share at an exercise price of US $0.50 per Share up to and including March 31, 2000; (c) one Class F Warrant entitling the holder to purchase a further Share at an exercise price of US $0.60 per Share up to and including August 31, 2000; and (d) one Class G Warrant entitling the holder to purchase a further Share at an exercise price of US $0.65 per Share up to and including August 31, 2001. For the purposes of this Agreement the Class D Warrants, the Class E Warrants, the Class F Warrants and the Class G Warrants referred to above shall collectively be referred to as the "Warrants". The Shares to be issued on exercise of the Warrants shall be referred to as the "Warrant Shares". The Warrants shall be subject to terms and conditions contained therein which will provide, amongst other things, for an appropriate adjustment in class and number of Warrant Shares issuable pursuant to any exercise thereof upon the occurrence of certain stated events, including any subdivision, consolidation or re-classification of common shares. PAYMENT OF PURCHASE PRICE - The undersigned hereby tenders the full amount of the Purchase Price, namely, $1,000,000 United States Dollars for the two million (2,000,000) Units purchased by the undersigned. The stock certificates of the Company representing the Shares comprising the Units and the certificates representing the Warrants will be issued and held in trust pending delivery to the undersigned promptly after the successful completion of the Offering. The full amount of the Purchase Price, less any part of the Purchase Price previously advanced directly to the Company, is

tendered to Gordon J. Fretwell Law Corporation in trust for the Company by wiring the funds for the Purchase Price to the following account to be held in trust for the Company:
Bank: Account: Transit: Beneficiary: Bank of Montreal, 595 Burrard Street, Vancouver, BC [account information deleted] [transit information deleted] Gordon J. Fretwell Law Corp.

tendered to Gordon J. Fretwell Law Corporation in trust for the Company by wiring the funds for the Purchase Price to the following account to be held in trust for the Company:
Bank: Account: Transit: Beneficiary: Bank of Montreal, 595 Burrard Street, Vancouver, BC [account information deleted] [transit information deleted] Gordon J. Fretwell Law Corp.

REPRESENTATIONS AND WARRANTIES - The undersigned hereby represents and warrants to the Company and to the Directors, Officers, and control persons of the Company, jointly and severally as follows: (A) The present financial condition of the undersigned can afford to bear the financial risk of its investment in the Units without undo hardship in the event the entire investment is lost; (B) The undersigned is purchasing the Units solely for investment purposes and has no intent of further distributing them; (C) The undersigned has accomplished a thorough investigation of all relevant facts regarding its investment, including but not limited to: analysis of the risks involved in an investment in the Units, review of the Company's financial condition, the Company's business, its industry and operations, and all key personnel of the Company. The undersigned further represents it has had the opportunity to ask any questions it may have of the Company and has received satisfactory answers to those questions by the Company; (D) The Purchaser is purchasing the Units under the exemption from registration requirements available under Regulation S as promulgated pursuant to the Act. PURCHASER'S RIGHT TO APPOINT DIRECTORS - The Purchaser shall have the right to appoint one director to the Company's board of directors annually upon completion of the Offering and the right to appoint two directors to the Company's board of directors annually upon the Purchaser exercising all of the Warrants comprising the Units. ACKNOWLEDGMENT OF CERTAIN FACTS - The undersigned acknowledges his or her awareness and understanding of the following: The Payment for the Purchase Price (or, in the case of rejection of a portion of the undersigned's subscription, the part of the Purchase Price relating to such rejected portion) will be returned promptly, without interest, on the basis described herein, if the undersigned's subscription is rejected in whole or in part. The Company will issue to the Purchaser a certificate representing the Shares and Warrants purchased. The Shares forming part of the Units and the Shares to be issued on exercise of the Warrants (the "Warrant Shares") may not be transferred prior to the date that the Offering is completed (the "Closing Date") and in any event subject to the resale restrictions set forth below:

THE SECURITIES OFFERED AND PURCHASED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER, AND MAY NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER OR AN EXEMPTION FROM, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS SUBSCRIPTION AGREEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES OFFERED HEREBY IN THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. The Company, in its sole absolute discretion, may reduce the undersigned's subscription to any number of Units

THE SECURITIES OFFERED AND PURCHASED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER, AND MAY NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER OR AN EXEMPTION FROM, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS SUBSCRIPTION AGREEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES OFFERED HEREBY IN THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. The Company, in its sole absolute discretion, may reduce the undersigned's subscription to any number of Units that in the aggregate does not exceed the number of Units hereby applied for without any prior notice to or further consent by the undersigned. The undersigned hereby irrevocably constitutes and appoints the Company and each officer of the Company, each of the foregoing acting singly, in each case with full power of substitution, the true lawful agent and attorney-in-fact of the undersigned, with full power and authority in the undersigned's name, place and stead, to amend this Subscription Agreement including in each case the undersigned's signature page thereto, to effect any of the foregoing provisions of this Paragraph; The undersigned will not sell or otherwise transfer the Shares without registration under the Securities Act or pursuant to an applicable state securities laws or exemption therefrom. The Shares forming part of the Units, the Warrants and the Warrant Shares have not been registered under the Securities Act or under the securities laws of any states. The undersigned represents that the undersigned is purchasing the Units for the undersigned's own account, for investment and not with a view to resale or distribution except in compliance with the Act. The undersigned has not offered or sold any portion of the Units being acquired nor does the undersigned have any present intention of dividing such Units with others or of selling, distributing or otherwise disposing of any portion of such Units either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance in violation of the Securities Act. No United States or Canadian federal, or provincial agency (as the case may be) has made any finding or determination as to the fairness of the terms of this Subscription Agreement; The Offering made hereunder is intended to be exempt from the registration under the Securities Act by virtue of Section 4(2) of the 1933 Act and the provisions of Regulation S in the case of "non- U.S. persons" (as defined in Regulation S under the Securities Act), thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the undersigned herein;

The representations, warranties and agreements of the undersigned contained herein and in any other writing delivered in connection with the transaction contemplated hereby shall be true and correct in all respects on and as of the date of the sale of the Units as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Units; Insofar as indemnification for liabilities under the 1933 Act may be permitted to directors, officers or controlling persons of the Company, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is therefore unenforceable to such extent; IN MAKING AN INVESTMENT DECISION PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED, THE UNITS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OF STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE;

The representations, warranties and agreements of the undersigned contained herein and in any other writing delivered in connection with the transaction contemplated hereby shall be true and correct in all respects on and as of the date of the sale of the Units as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Units; Insofar as indemnification for liabilities under the 1933 Act may be permitted to directors, officers or controlling persons of the Company, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is therefore unenforceable to such extent; IN MAKING AN INVESTMENT DECISION PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED, THE UNITS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OF STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE; THE SHARES FORMING PART OF THE UNITS, THE WARRANTS AND THE WARRANT SHARES MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE MADE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT. In addition to the undersigned's representations, warranties and understandings set forth elsewhere herein, if the undersigned is a non "U.S. person" as defined in Regulation S as promulgated pursuant to the Securities Act, the undersigned further represents, warrants and covenants that: 1. the undersigned is not a "U.S. person" as that term is defined in Rule 902(o) of Regulation S; 2. the undersigned is not, and on the Closing Date will not be, an affiliate of the Company; 3. at the execution of this Subscription Agreement, the undersigned was outside the United States and no offer to purchase the Units was made in the United States; 4. the undersigned agrees that all offers and sales of the Securities shall be made in compliance with any applicable securities laws of any applicable jurisdiction and, particularly, in accordance with Rule 903 and 904, as applicable, or Regulation S or pursuant to registration of the securities offered hereunder (the "Securities") under the Securities Act or pursuant to an exemption from registration. In any case, none of the Securities have been and will be offered or sold by the Subscriber to, or for the account or benefit of a U.S. Person or within the United States until after the end of a one year period commencing on the Closing Date (the "Restricted Period"), as certified by the Company to the undersigned and, thereafter only pursuant to an effective registration statement as to the Securities or an applicable exemption therefrom;

5. the undersigned is not a distributor or dealer; 6. the transactions contemplated hereby (a) have not been and will not be pre-arranged by the undersigned with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by the undersigned to evade the registration provisions of the 1933 Act; 7. the undersigned shall take all reasonable steps to ensure compliance with Regulation S; and 8. none of the undersigned, his affiliates or persons acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S, nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewhere.

5. the undersigned is not a distributor or dealer; 6. the transactions contemplated hereby (a) have not been and will not be pre-arranged by the undersigned with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by the undersigned to evade the registration provisions of the 1933 Act; 7. the undersigned shall take all reasonable steps to ensure compliance with Regulation S; and 8. none of the undersigned, his affiliates or persons acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S, nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewhere. The undersigned will not engage in any activity for the purposes of, or that could reasonable be excepted to have the effect of, conditioning the market in the United States for any of the Securities; Neither the undersigned nor any of his affiliates will directly or indirectly maintain any short position, purchase or sell put or call options or otherwise engage in any hedging activities in any of the Securities or any other securities of the Company until after the end of the Restricted Period; This Agreement may be rejected in whole or part by the Company in its sole and absolute discretion; The Company has limited financial and/or operational history; The Company has acted as the Company's Sales Agent with respect to the Offering of the Units; The purchase of the Units is a speculative investment, which involves a high degree of risk of loss by the undersigned of its entire investment; No federal or state agency has made any finding or determination as to the fairness of public investment, nor any recommendation or endorsement, of the Units; The Shares forming part of the Units, the Warrants and the Warrant Shares have not been registered under either the Federal Securities Act of 1933 (the "Act") or applicable state securities laws (the "States' Acts") and, therefore, cannot be resold unless and the availability of an exemption from such registration is determined to the reasonable satisfaction to be available by legal counsel for the Company; My offer to subscribe for Units in the Company as herein set out is unconditional, irrevocable and nontransferable and has not been induced by any warranties or representations with regard to the present or future value of the Company's Shares; The Units to be issued to me upon acceptance of this subscription will be issued as an exempt trade, and no securities filings or clearances or reviews have been or are being made in connection with such trade;

I hereby agree that the funds advanced by me hereunder will immediately be used by the Company for general corporate purposes and will be characterized as a non-interest bearing, non-callable loan by me to the Company until acceptance or rejection of this subscription; I confirm that neither the Company nor any director of the Company has made to me or makes herein any representations about the present or future value of the Company's Shares, and making this offer, I have relied solely on the representations directly set out herein; I confirm that it will be my responsibility to comply with the reporting obligations, if any, that are required under the Act as result of the purchase of the Securities that are the subject of the within Offer including the reporting requirements resulting from the following:

I hereby agree that the funds advanced by me hereunder will immediately be used by the Company for general corporate purposes and will be characterized as a non-interest bearing, non-callable loan by me to the Company until acceptance or rejection of this subscription; I confirm that neither the Company nor any director of the Company has made to me or makes herein any representations about the present or future value of the Company's Shares, and making this offer, I have relied solely on the representations directly set out herein; I confirm that it will be my responsibility to comply with the reporting obligations, if any, that are required under the Act as result of the purchase of the Securities that are the subject of the within Offer including the reporting requirements resulting from the following: (a) Rule 16 of the Act which provides reporting requirements for persons who beneficially own more than 10% of any class of security of an issuer taking into account that person's right to acquire equity securities through the exercise of warrants; and (b) Rule 13D or 13G which provides reporting requirements for persons who beneficially own more than 5% of any class of security of an issuer taking into account that person's right to acquire further securities within 60 days upon the exercise of warrants. This Unit subscription constitutes the entire agreement between the undersigned and the Company, and there are no other agreements, warranties, representations, conditions or covenants, written or oral, express or implied, in respect of, or which affect, the transactions herein contemplated, and this Unit subscription supersedes and supplants any previous dealings whatsoever between the undersigned and the Company in respect of the said transactions. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Wyoming, and to the extent it involves any United States statute, in accordance with the laws of the United States. The undersigned Purchaser hereby executes and delivers this Subscription Agreement this 18th day of Oct., 1999. Subscription for 2,000,000 Units of TEK DIGITEL CORPORATION.
/s/ Tseng Yun Tsai -----------------------Signature of Purchaser

Printed Name: Address: City, State, Zip:

Tseng Yun Tsai 218 Sec. 2 Tun Hwa S. Rd Taipei, Taiwan, ROC

EXHIBIT 21 SUBSIDIARIES OF REGISTRANT TEK DIGITEL CORPORATION
Name ---ATC Group, Inc. Date of Incorporation --------------------June 11, 1998 State of Incorporation ---------------------Maryland

ARTICLE 5

EXHIBIT 21 SUBSIDIARIES OF REGISTRANT TEK DIGITEL CORPORATION
Name ---ATC Group, Inc. Date of Incorporation --------------------June 11, 1998 State of Incorporation ---------------------Maryland

ARTICLE 5 This schedule contains summary financial information extracted from the TEK DigiTel Corporation financial statements for the year ended December 31, 1999, and for the three months ended March 31, 2000 (unaudited), and is qualified in its entirety by reference to such financial statements.

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

12 MOS DEC 31 1999 DEC 31 1999 477,682 0 34,395 0 371,432 1,055,062 113,654 46,777 1,224,912 528,296 0 435,798 0 3,362,353 (3,101,535) 1,224,912 56,399 214,399 67,590 720,407 2,384,764 0 0 (2,162,088) 0 (2,162,088) 0 0 0 (2,162,088) (0.14) (0.14)

3 MOS DEC 31 2000 MAR 31 2000 690,902 0 107,389 0 337,244 1,291,095 138,492 56,688 1,460,472 480,917 0 435,798 0 4,362,853 (3,819,096) 1,460,472 148,800 148,800 103,355 250,113 912,202 0 0 (761,482) 0 (761,482) 0 0 0 (761,482) (0.04) (0.04)

EXHIBIT 99 GLOSSARY OF KEY TELECOMMUNICATIONS TERMS

EXHIBIT 99 GLOSSARY OF KEY TELECOMMUNICATIONS TERMS Access Device - A general term used to describe a piece of equipment located at a customer site and used to connect one or multiple computers to the Internet. This may be used to describe such devices such as routers,

ARTICLE 5 This schedule contains summary financial information extracted from the TEK DigiTel Corporation financial statements for the year ended December 31, 1999, and for the three months ended March 31, 2000 (unaudited), and is qualified in its entirety by reference to such financial statements.

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

12 MOS DEC 31 1999 DEC 31 1999 477,682 0 34,395 0 371,432 1,055,062 113,654 46,777 1,224,912 528,296 0 435,798 0 3,362,353 (3,101,535) 1,224,912 56,399 214,399 67,590 720,407 2,384,764 0 0 (2,162,088) 0 (2,162,088) 0 0 0 (2,162,088) (0.14) (0.14)

3 MOS DEC 31 2000 MAR 31 2000 690,902 0 107,389 0 337,244 1,291,095 138,492 56,688 1,460,472 480,917 0 435,798 0 4,362,853 (3,819,096) 1,460,472 148,800 148,800 103,355 250,113 912,202 0 0 (761,482) 0 (761,482) 0 0 0 (761,482) (0.04) (0.04)

EXHIBIT 99 GLOSSARY OF KEY TELECOMMUNICATIONS TERMS

EXHIBIT 99 GLOSSARY OF KEY TELECOMMUNICATIONS TERMS Access Device - A general term used to describe a piece of equipment located at a customer site and used to connect one or multiple computers to the Internet. This may be used to describe such devices such as routers, modems, terminal adapters and other pieces of communication equipment. Asynchronous transfer mode (ATM) - a switching/transmission technology using 53 byte fixed length cells as its basic unit of transfer to move data, voice, and video throughout a network. Basic Rate Interface (BRI) - This is an ISDN interface with two (2) 64K bit channels, called B channels, and one (1) signaling channel, called the "D" channel. Billing System - A key element in any service provider's offering is the ability to collect information on each call made by a customer, calculate the charge and then work out the payment sharing with other service providers involved in the call.

EXHIBIT 99 GLOSSARY OF KEY TELECOMMUNICATIONS TERMS

EXHIBIT 99 GLOSSARY OF KEY TELECOMMUNICATIONS TERMS Access Device - A general term used to describe a piece of equipment located at a customer site and used to connect one or multiple computers to the Internet. This may be used to describe such devices such as routers, modems, terminal adapters and other pieces of communication equipment. Asynchronous transfer mode (ATM) - a switching/transmission technology using 53 byte fixed length cells as its basic unit of transfer to move data, voice, and video throughout a network. Basic Rate Interface (BRI) - This is an ISDN interface with two (2) 64K bit channels, called B channels, and one (1) signaling channel, called the "D" channel. Billing System - A key element in any service provider's offering is the ability to collect information on each call made by a customer, calculate the charge and then work out the payment sharing with other service providers involved in the call. Cable Modem - A device used to allow data transfer across the Cable Television Infrastructure. To enable Internet access to cable subscribers, a Cable Modem is provided at the customer's location and a similar device is installed at the cable company's headquarters. Call Detail Records (CDR) - The CDR contains IP called addresses, phone numbers called, length of time called and packets generated/received. Central Office (CO) - The service provider's local point of presence in a geographical area where the equipment required to connect to their customers is located. This equipment is used to aggregate the data and/or voice traffic from customers in the geographic area into a single connection back into the service provider's network. Centrex - Centrex is a business telephone service offered by a local telephone company from a local central office. Centrex is basically single line telephone service delivered to individual desks (the same as you get at your house) with features, i.e. "bells and whistles" added. Those "bells and whistles" include intercom, call forwarding, call transfer, toll restrict, least cost routing and call hold (on single line phones). "Click-to-Talk" - An application of the PC Client VoIP software that allows enhanced communication between retailers and their customers. By including this feature on a retailer's company web site, a remote customer visiting the site can simply click on a button which triggers the VoIP application on their PC and places a VoIP call to the vendors call center over the Internet. Once connected, the customer can communicate with the retailer's call center personnel toll-free using their computer microphone and speakers. Codec - A short form for coder/decoder which is a device that converts an analog signal to a digital and viceversa. While many forms of conversion are possible, in the VoIP environment, this refers to the hardware/software component that converts the analog signal from a conventional telephone into a digital signal that can be transported across the Internet. Competitive Access Provider (CAP)- A company that provides exchange access services in competition with an established U. S. telephone local exchange carrier. 1

Competitive Local Exchange Provider (CLEC) - A service provider who focuses on delivering traditional voice

EXHIBIT 99 GLOSSARY OF KEY TELECOMMUNICATIONS TERMS Access Device - A general term used to describe a piece of equipment located at a customer site and used to connect one or multiple computers to the Internet. This may be used to describe such devices such as routers, modems, terminal adapters and other pieces of communication equipment. Asynchronous transfer mode (ATM) - a switching/transmission technology using 53 byte fixed length cells as its basic unit of transfer to move data, voice, and video throughout a network. Basic Rate Interface (BRI) - This is an ISDN interface with two (2) 64K bit channels, called B channels, and one (1) signaling channel, called the "D" channel. Billing System - A key element in any service provider's offering is the ability to collect information on each call made by a customer, calculate the charge and then work out the payment sharing with other service providers involved in the call. Cable Modem - A device used to allow data transfer across the Cable Television Infrastructure. To enable Internet access to cable subscribers, a Cable Modem is provided at the customer's location and a similar device is installed at the cable company's headquarters. Call Detail Records (CDR) - The CDR contains IP called addresses, phone numbers called, length of time called and packets generated/received. Central Office (CO) - The service provider's local point of presence in a geographical area where the equipment required to connect to their customers is located. This equipment is used to aggregate the data and/or voice traffic from customers in the geographic area into a single connection back into the service provider's network. Centrex - Centrex is a business telephone service offered by a local telephone company from a local central office. Centrex is basically single line telephone service delivered to individual desks (the same as you get at your house) with features, i.e. "bells and whistles" added. Those "bells and whistles" include intercom, call forwarding, call transfer, toll restrict, least cost routing and call hold (on single line phones). "Click-to-Talk" - An application of the PC Client VoIP software that allows enhanced communication between retailers and their customers. By including this feature on a retailer's company web site, a remote customer visiting the site can simply click on a button which triggers the VoIP application on their PC and places a VoIP call to the vendors call center over the Internet. Once connected, the customer can communicate with the retailer's call center personnel toll-free using their computer microphone and speakers. Codec - A short form for coder/decoder which is a device that converts an analog signal to a digital and viceversa. While many forms of conversion are possible, in the VoIP environment, this refers to the hardware/software component that converts the analog signal from a conventional telephone into a digital signal that can be transported across the Internet. Competitive Access Provider (CAP)- A company that provides exchange access services in competition with an established U. S. telephone local exchange carrier. 1

Competitive Local Exchange Provider (CLEC) - A service provider who focuses on delivering traditional voice services to customers within a specific geographic area. Computer Telephony - Computer telephony is the adding of computer intelligence to the making, receiving and managing of telephone calls. Customer Premises Equipment (CPE) - Terminal equipment - telephones, key systems, PBXs, modems, video

Competitive Local Exchange Provider (CLEC) - A service provider who focuses on delivering traditional voice services to customers within a specific geographic area. Computer Telephony - Computer telephony is the adding of computer intelligence to the making, receiving and managing of telephone calls. Customer Premises Equipment (CPE) - Terminal equipment - telephones, key systems, PBXs, modems, video conferencing devices, etc. - connected to the telephone network and residing on the customer's premises. Digital Signal Processor (DSP) - A form of microprocessor optimized for the manipulation of analog/digital signals. These devices are used extensively in VoIP devices because of their ability to process voice signals in real time, eliminating delays and enabling vendors to deliver products with a lower price/performance ratio. Often VoIP Gateways will include both conventional microprocessors as well as DSPs. Digital Subscriber Loop (DSL) - A family of local loop or modern technologies that utilize a conventional pair(s) of copper wires to provide a higher bandwidth connection from the customer site to the service provider's CO. Many variations exist, with Asymetric DSL (ADSL) and High Rate DSL (HDSL) being the most common. DSL Modem - A termination device for DSL services that is normally installed at the customer site. Dual Point-to-point Protocol (Dual PPP) This protocol is used over an ISDN BRI interface. Two independent PPP connections are established over each B channel so that different Quality of Service (QOS) can be offered. Dual Tone Multi-Frequency (DTMF) -A fancy term describing push button or Touchtone dialing. In DTMF, when you touch a button on a push button paid, it makes a tone, actually a combination of two tones, one high frequency and one low frequency. Dynamic Dialing Administrator (DDA) - The DDA enables the service provider to deliver enhanced voice services not currently possible with today's H.323 implementations. Enhanced Service Provider (ESP) - A company that provides enhanced or value-added services to end-users. An ESP typically adds value to telephone lines using his own software and hardware. Ethernet - The most common LAN technology in use today. Ethernet provides a mechanism to connect multiple computers, gateways and other devices together to share resources and communicate among themselves. File Transport Protocol (FTP) - A standard mechanism used to transport a file of information across any IP network like the Internet. Often provided in communication equipment as a tool to enable their operating software to be updated remotely. Foreign Exchange Station (FXS) - An analog voice interface that provides the ringing signal to an attached device. This interface is normally used to connect to an analog telephone or a PBX trunk port. A FXS interface is normally supplied to residential customers by the local telephone company. Foreign Exchange Office (FXO) - An analog voice interface that receives the ringing signal from the attached device. This interface is normally used to connect a device like TEK's V-Server to a PBX subscriber port or to the PSTN telephone interface provided by the telephone company. 2

Frame Relay - A high-speed packet switching protocol used for WANs. Faster than traditional X.25 networks because it was designed for today's reliable circuits and performs less rigorous error detection. It provides for a granular service up to DS1 rates of 1.544 M bps and is suited for data and image transfer. Because of its variable-length packet architecture, it is not the most efficient technology for real-time voice and video. Gatekeeper - An entity that provides address translation and bandwidth control services, and regulates access to the network for terminals, gateways, and Multiple Control Units (MCU). In the VoIP environment, Gatekeepers

Frame Relay - A high-speed packet switching protocol used for WANs. Faster than traditional X.25 networks because it was designed for today's reliable circuits and performs less rigorous error detection. It provides for a granular service up to DS1 rates of 1.544 M bps and is suited for data and image transfer. Because of its variable-length packet architecture, it is not the most efficient technology for real-time voice and video. Gatekeeper - An entity that provides address translation and bandwidth control services, and regulates access to the network for terminals, gateways, and Multiple Control Units (MCU). In the VoIP environment, Gatekeepers are normally needed to help VoIP Gateways locate each other and may be involved in setting up, managing and disconnecting the call as well as providing the information necessary to bill customers for each voice call. Gateway - In general, a Gateway provides an entrance and exit into a communications network. In the VoIP environment it performs the conversion between conventional voice devices/networks and the Internet/Intranet network that connects the gateways together. This includes the codec function which converts the voice traffic into a digital form and then encapsulates it into IP packets ready for transport across the network. H.323 - The international standard for real-time multi-media communication over packet-based Internet Protocol networks. While H.323 groups a number of standards together into a blueprint for implementing voice services, the standard is often used in the VoIP market to describe one means of setting up/managing and disconnecting phone calls between two VoIP gateways. Hyper Text Markup Language (HTML) - This is the language that is used to write WEB pages and processed by HTTP (WEB) servers. Hunt Group - A telephony term used to describe a group of phones or phone lines that can be called using a single phone number. Hunt groups are normally used in companies and call centers to allow multiple customers to call a single number simultaneously. Integrated Services Digital Network (ISDN)- Switched network providing end-to-end digital connection for simultaneous transmission of voice and/or data over multiple multiplexed communication channels and employing transmission that conforms to internationally defined standards. ISDN services from the local service provider are used by many businesses around the world to connect to their local ISP and are available in two distinct variations. The Primary Rate Interface (PRI) which provides 1.5 to 2 megabits per second of bandwidth is used by many large organizations while Basic Rate Interface (BRI) which provides 64 kilobits per second of bandwidth to the customer site is often the choice of small to medium sized businesses. The BRI is further divided into a "U" Interface version used by North American customers and a "S/T" version used by those customers in other areas of the world. Interactive Voice Response Unit (IVR) - A telecommunications computer, also called a Voice Response Unit (VRU), that responds to caller entered touch-tone digits. The IVR responds to caller entered digits in much the same way that a conventional computer responds to keystrokes or a click of the mouse. The IVR uses a digitized voice to read menu selections to the caller. The caller then enters the touch-tone digits that correspond to the desired menu selection. The caller entered digits can invoke options as varied as looking up account balances, moving the call within or to another ACD, or playing a pre-recorded announcement for the caller. Interconnect Companies - Companies that sell, install and maintain telephone systems for end users, typically businesses. 3

International Telecommunications SatelLITE Organization (INTELSAT) - A worldwide consortium of national satelLITE communications organizations. INTELSAT owns and operates the world's most extensive global communications satelLITE system. INTELSAT provides international, regional and domestic telephone and television services. It also offers business services such as international video, teleconferencing, facsimile, data and telex. Comsat acts as the exclusive manager for INTELSAT. Comsat is also the exclusive U.S. representative. Comsat stands for Communications SatelLITE Corporation. Internet - A computer network stretching across the world that links the user to businesses, government agencies,

International Telecommunications SatelLITE Organization (INTELSAT) - A worldwide consortium of national satelLITE communications organizations. INTELSAT owns and operates the world's most extensive global communications satelLITE system. INTELSAT provides international, regional and domestic telephone and television services. It also offers business services such as international video, teleconferencing, facsimile, data and telex. Comsat acts as the exclusive manager for INTELSAT. Comsat is also the exclusive U.S. representative. Comsat stands for Communications SatelLITE Corporation. Internet - A computer network stretching across the world that links the user to businesses, government agencies, universities, and individuals. The Internet provides computers with the ability to connect with other computers for communicating, disseminating, and collecting information. Internet Protocol (IP) - The transport protocol used to carry all information across the Intranet. The IP is simply a digital container used to encapsulate different types of information to give it a uniform appearance and provide a means to include the source and destination addresses to allow intermediary routers to deliver the packet to its proper destination. Internet Service Provider (ISP) - A Service Provider who focuses upon delivering access to the Internet to business and residential customers. The ISP also usually provides a core group of internet utilities and services like E-mail, Newsgroup access and local content. ISPs normally offer additional value added services like web site design and hosting and Internet commerce solutions. The user reaches his/her ISP by either placing a phone call using their computer and modem or over a dedicated line using a physical phone line provided by the local telephone company. Internet Telephony Service Provider (ITSP) - A conventional ISP who has added some component of Internet Telephony services to their portfolio. Normally, an ITSP has expanded their network to include VoIP Gateways and Gatekeepers to allow them to offer their customers discounted long distance services. Interoperability - The ability of two or more systems or components to exchange information and to use the information that has been exchanged. Intranet - A network internal to a company that offers similar features and services as the Internet. External users generally have no access to a company's Intranet. IP Router - A computer connected to multiple physical TCP/IP networks that can route or deliver IP packets between networks. IP Telephony - A general term for the technologies that use the Internet Protocol's packet-switched connections to exchange voice, fax and other forms of information that have traditionally been carried over the dedicated circuit-switched connections of the public switched telephone network. Latency - A fancy term for waiting time or time delay. The time it takes to get information through a network. Real-time, interactive applications such as voice and desktop conferencing are sensitive to accumulated delay, which is referred to as latency. For example, telephone networks are engineered to provide less than 400 milliseconds (ms) round-trip latency. Linux - A "Unix-like" computer operating system normally used for centralized servers and seen by many as an attractive alternative to Microsoft NT. 4

Local Area Network (LAN) - The term LAN is used to describe a local data network, one that is used to interconnect the computer equipment of a commercial user. Local exchange carriers (LECs) - A local telephone company. LECs include both Bell operating companies and independent telephone companies. Local Loop - A general term used to describe the physical connection between the carrier CO and the customer.

Local Area Network (LAN) - The term LAN is used to describe a local data network, one that is used to interconnect the computer equipment of a commercial user. Local exchange carriers (LECs) - A local telephone company. LECs include both Bell operating companies and independent telephone companies. Local Loop - A general term used to describe the physical connection between the carrier CO and the customer. Often called the "last mile", this connection is normally the limiting factor in terms of the bandwidth and services that can be delivered to the customer. Media Gateway Control (MGCP) - A VoIP standard designed to control the setup, maintenance, billing and tear-down of VoIP calls that can be used in conjunction with H.323. Multi Link Point-to-point Protocol (MLPPP) - This protocol enables a single data source to transport information using two or more PPP sessions so that a combined higher throughput service can be established. Typically in an ISDN BRI, the two 64KB "B channels" can operate as a MLPPP session so that an effective throughput of 128KB can be realized. Modem - Acronym for MOdulator/DEModulator. - Equipment which converts digital signals to analog signals and vice-versa. Modems are used to send data signals (digital) over the telephone network, which is usually analog. The Modem modulates the "1s" and "0s" into tones which can be carried by the phone network. At the other end, the demodulator part of the modem converts the tones back into digital "1s" and "0s". Memorandum of Understanding (MOU) - An agreement or mutually agreed to letter by two or more parties to undertake to formalize a legal agreement stated in this MOU letter. It is often used to clarify the relationship and major conditions prior to engaging in a full blown contractual agreement. Multipoint Control Unit (MCU) - An endpoint which provides the capability for three or more terminals or gateways to participate in a multipoint conference. Network Address Translation (NAT) - This enables a private LAN network to share a single IP address that is recognized by the public Internet. The NAT functions will translate all incoming and outgoing packets to the appropriate sender/receiver's IP address. Original Equipment Manufacturer (OEM) - A company that makes equipment that is marketed and sold by another company under the vendor's name. PC Client - A set of functions implemented on a Personal Computer (PC) via software and/or hardware cards that emulates another stand alone product. Many single purpose proprietary computer terminals have been replaced with generic PCs configured with special terminal emulation software. In the VoIP environment, by adding software like Microsoft NetMeeting as well as a sound card, speakers and a microphone, a PC can emulate a telephone allowing phone calls to be made and received. Personal Communications Services (PCS) - PCS are a broad range of individualized telecommunications services that let people and devices communicate irrespective of where they are. Some of the services include: 1. Personal numbers assigned to individuals rather than telephones 2. Call completion regardless of location ("find me") 3. Calls to the PCS customer can be paid for by the caller, or by the PCS customer 4. Call management services giving the called party much greater control over incoming calls. 5

Point-to-point Protocol (PPP) - An implementation of TCP/IP, which is intended for transmission using telephone

Point-to-point Protocol (PPP) - An implementation of TCP/IP, which is intended for transmission using telephone lines. PPP is the successor to SLIP (Serial Line Interpersonal Protocol). PPP provides router-to-router and hostto-network connections over both synchronous and asynchronous circuits. Ports - An entrance to or an exit from a network. 1. The physical or electrical interface through which one gains access. A point in the computer or telephone system where date may be accessed. Peripherals - like call accounting devices - are connected to ports. The two most common ports are the parallel and serial ports. 2. The interface between a process or program and a communications or transmission facility. 3. Network access point for data entry or exit. In Internet terms, it is the identifier (16-bit unsigned integer) used by Internet transport protocols to distinguish among multiple simultaneous connections to a single destination host. Plain Old Telephone System (POTS) - This is the standard 2 wire analog interface that was and is still currently used to interface to the majority of analog telephones. This interface defines the ring voltage, off-hook voltage, on-hook voltage, and impedances that should be used. Point-to-Point Protocol over Ethernet (PPPoE) - This protocol encapsulates a complete PPP session in Ethernet packets so that it can co-exist with a PPP dial-in network. This protocol is often used in DSL networks. Primary Rate Interface (PRI) - This is an ISDN interface that uses a T1 (1.544 MB/Sec) or E1 (2.048 MB/Sec) to digitally transport channelized data. There is a 64KB signaling channel called the "D" channel and either 23 or 31 channels of DATA, called "B" channels, depending on whether a T1 or E1 line is used. Private Branch Exchange (PBX) - Term used now interchangeably with PABX. PBX is a private telephone switching system, usually located on a customer's premises with an attendant console. It is connected to a common group of lines from one or more central offices to provide service to a number of individual phones, such as in a hotel, business or government office. Public Switched Telephone Network (PSTN) - Usually refers to the worldwide voice telephone network accessible to all those with telephones and access privileges (i.e. in the U.S., it was formerly called the Bell System network or the AT&T long distance network). Quality of Service (QOS) - A measure of the telephone service quality provided to a subscriber. Remote Access - Sending and receiving data to and from a computer or controlling a computer with terminals or PCs connected through communications (i.e. phone) links. Router 1. A system level function that directs a call to an application. 2. An interface between two networks. They can find the best route between any two networks, even if there are several different networks in between. Service Partition Console (SPC) - This is software that enables a service provisioning and management platform to be shared by multiple users. It is shared or partitioned in such a way that each user perceives they are totally independent, isolated, and have complete control. 6

Service Provider - A generic term for an organization which delivers communication services to a group of customers. An updated version of the phrase "Telephone Company" which acknowledges the fact that many of these companies now provide data, video and/or voice services.

Service Provider - A generic term for an organization which delivers communication services to a group of customers. An updated version of the phrase "Telephone Company" which acknowledges the fact that many of these companies now provide data, video and/or voice services. Session Initiation Protocol (SIP) - A VoIP standard designed to control the setup, maintenance, billing and teardown of VoIP calls that can be used in conjunction with H.323. Simple Network Management Protocol (SNMP) - A standard mechanism used by communication devices to send and receive information to a centralized computer responsible for monitoring their "health" and controlling their configuration. Support for this feature in a piece of equipment normally indicates that the customer can utilize standard software from companies like IBM, Sun or Hewlett Packard to manage and monitor a network of devices from a number of vendors using a centralized computer. Small Office/Home Office (SOHO) - A term used to describe the current small business market taking into account the growth of home based businesses as well as conventional small businesses. Small to Medium Enterprise (SME) - A term that is commonly used to identify small to medium sized business that have multiple locations or offices. Although physically similar to the SOHO, the buying decisions are made by a corporate entity for all offices. Subscriber - Telephony term used to describe a phone user or telephone that is connected to a PBX. Switch - A device that redirects incoming information down one of many different paths by making an intelligent decision after examining the contents of each piece of information. Telephony - The science of transmitting voice, data, video or image signals over a telecommunications network. Telnet - A mechanism that allows a remote to connect to, monitor and re-configure a piece of communications equipment from across the Internet using almost any standard computer or terminal. Toll Call - A call to any location outside the local service area. A long distance call. Trunk - Telephony term for a PBX interface to the PSTN or another location shared by all the PBX users. A typical PBX configuration will have many subscribers sharing access to a smaller number of PSTN trunks. Value Added Resellers (VARs) - This is a distribution channel that typically add value to a sale by bundling software, support, or other services. Voice over the Internet - An application that allows general transport of voice calls over the public Internet or the World Wide Web, ubiquitous and open to all. It has a significant drawback in that the quality of a speech connection cannot be guaranteed since the quality of the Internet connection is unpredictable and extremely variable. Voice over IP (VOIP) - This is the packetization and signaling technologies that enables analog voice to be digitally transported over an IP based network, like the Internet. 7

VoIP Technology - The term used for the technology (underpinned by a range of standards such as H.323) that allows voice calls to be transported across any IP-based network such as campus local area networks (LANs), private or managed Intranets, or the public Internet. Virtual Private Networks (VPSs) - Through the use of sophisticated, computer-controlled switching functions, these systems provide the functions and features of a private network without the need for dedicated private lines. Also, called Software-defined Networks (SDNs). Virtual Private Voice Network (VPVN) - This is a partitioning of a shared network (usually IP or Frame Relay)

VoIP Technology - The term used for the technology (underpinned by a range of standards such as H.323) that allows voice calls to be transported across any IP-based network such as campus local area networks (LANs), private or managed Intranets, or the public Internet. Virtual Private Networks (VPSs) - Through the use of sophisticated, computer-controlled switching functions, these systems provide the functions and features of a private network without the need for dedicated private lines. Also, called Software-defined Networks (SDNs). Virtual Private Voice Network (VPVN) - This is a partitioning of a shared network (usually IP or Frame Relay) into independent networks such that data from one network cannot be transmitted or received from any other partitioned segment. Wide Area Network (WAN) - The term WAN is used to describe a data network used to interconnect a company's remote sites, or widely dispersed computer equipment.


				
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