LOAN SALE AGREEMENT
THIS LOAN SALE AGREEMENT is made and entered into as of the _____ day of November, 1999, by and
between Communications Research, Inc. (the "Buyer") and Communication Systems Technology, Inc. (the
"Seller").
W I T N E S S E T H
WHEREAS, Seller is the owner of and wishes to sell that certain Secured Promissory Note dated as of
December 19, 1997 by and between the Seller and Optel Communications, Inc. (the "Loan"); and
WHEREAS Seller attests they are the rightful holder of said Secured Promissory Note; and
WHEREAS Buyer and Seller have agreed upon an inventory of assets pledged, including all physical property,
trade names, patents, copyrights and intellectual property as defined in Attachment 5 attached; and
WHEREAS, Buyer wishes to buy the Loan; per a revised offer to purchase Optel Communications Note dated
August 2, 1999, to Barbara Perrier-Dreyer, Senior Vice President, Outreach Technologies, A Division of CSTI,
and
WHEREAS, Seller and Buyer wish to enter into an agreement setting forth the terms and conditions of the
purchase and sale of the Loan;
NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions hereinafter set forth
and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly
acknowledged, the parties hereto agree as follows:
ARTICLE 1
GENERAL
1.1 Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated below:
Agreement means this Loan Sale Agreement, including all exhibits attached hereto and referenced herein and any
written amendments hereto.
Business Day means any day other than a Saturday, Sunday, federal holiday or any other day on which the
Offices of the Seller are closed.
Closing means the payment of the balance of the Purchase Price by Buyer and the delivery of the Closing
Documents.
Closing Date means the date on which Buyer pays the balance of the Purchase Price for the Loan in accordance
with this Agreement, as designated