This Agreement is entered into between Taconic Telephone Corporation of One Taconic Place, Chatham, New
York, 12037 (" Taconic") and Pay Phone Limited of P O Box 2711, Liverpool, New York 13089 ("Pay
Phone") and is dated June 1, 2000.
1. Taconic locates, leases and provides service to customer-owned or leased currency or credit operated
2. Pay Phone is similarly engaged in the COCOT business.
3. Taconic desires to sell its COCOT business, as defined below, and Pay Phone desires to purchase the
4. Taconic hereby sells to Pay Phone its COCOT routes, consisting of 120 COCOTs in certain locations set
forth in Exhibit "A", miscellaneous payphones and all associated equipment for the sum of $66,000.00 payable
5. The COCOT business transferred by Taconic to Pay Phone (herein the "COCOT Business") includes:
a. The site contracts for the locations listed on the attached, listed in Exhibit "A".
b. The specific COCOT's at the location listed in Exhibit "A".
c. The COCOT parts and mechanisms as set forth in Exhibit "B".
d. The rates, listed in Exhibit "C", that are charged by Taconic.
6. Taconic expressly warrants that it is not selling all or substantially all of its assets.
7. The parties have discussed the monthly service charges for each payphone after the transfer and agree that the
charges will be as set forth in Exhibit "C". Those charges include $2.93 for " FLEX-ANI Service" which is
required to permit Pay Phone Limited to collect Dial Around Compensation, and Taconic warrants that the
service is available and functioning properly.
8. The parties agree that Pay Phone Limited will be changing the long distance carriers in the future, and Taconic
Telephone Company does agree to waive all the charges for the initial transfer of each payphone to another
carrier which is known as a PIC charge.
9. Taconic expressly warrants that it owes no State or Federal sales and excise taxes that might