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To: kamo who wrote (1096)	1/9/1999 11:04:00 AM
From: TLindt	Respond to of 20297

Found some Info on the Billing Concepts Purchase of 22% of Princton Telecom in BILLs SEC 10k. Title and excerpts...found it interesting. sec.gov EXHIBIT 2.2 ARTICLE I PURCHASE AND SALE OF CAPITAL STOCK The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchaser and the Purchaser shall purchase 831,290 shares of Common Stock of the Company, representing 22% of the issued and outstanding Common Stock of the Company at the Closing (as defined below), taking into account vested stock options of the Company (the "Shares"), subject to adjustment as set forth in Section 3.2 of this Agreement for an aggregate purchase price of $10,000,000. The closing of the purchase and sale of the Shares (the "Closing") shall take place at the offices of the Purchaser immediately following the execution hereof, which Closing is anticipated to be September 3, 1998 or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." ARTICLE II REPRESENTATIONS AND WARRANTIES 2.1 Representations, Warranties and Agreements of the Company. The Company hereby makes the following representations and warranties to the Purchaser: . (j) Working Capital at June 30, 1998. As stated on its June 30, 1998 balance sheet, the Company had, and the subsequent audit as described in Section 3.2 of this Agreement will report, a deficit working capital of no more than $8.5 million at June 30, 1998. ARTICLE III OTHER AGREEMENTS OF THE PARTIES 3.2 Audit of Working Capital Deficit; Option to Purchase Additional Shares of Common Stock. The Company agrees to commence, within thirty (30) days of the Closing Date, an audit performed by a nationally recognized accounting firm, based on generally accepted accounting principles, of its books and records at June 30, 1998. The Company has warranted and represented in Section 2.1(j) of this Agreement that the deficit working capital at June 30, 1998 will be no more than $8.5 million. In the event the audit concludes that the deficit working capital is in excess of $8.5 million, the Company then shall have a period of thirty (30) days to obtain a second opinion from a national accounting firm. In the event the second opinion differs from the audit determination concerning the working capital, then in that event, the Company and the Purchaser agree to employ a mutually acceptable third national accounting firm to arbitrate the matter. In the event the Company does not elect to obtain a second opinion or in the event the arbitration favors the Purchaser, the Purchaser, at its option, shall have the right to purchase additional equity in the amount of the deficit working capital in excess of $8.5 million at the same price per share as the purchase of the 22% of the issued and outstanding capital stock of the Company at the Closing set forth in Article I of this Agreement.

To: kamo who wrote (1096)	1/9/1999 12:22:00 PM
From: TLindt	Read Replies (2) \| Respond to of 20297

This goes with that...... In 1996, banking companies garnered a whopping 53% of domestic payments business revenues, or nearly $100 billion, according to our estimates, for the single largest slice of the pie. The banking industry derives three-fourths of its payments revenues from net interest income on deposit and credit card accounts. The remainder largely stems from the industry's dominance in check processing. The checkless society, prophesied for two decades, has not arrived . . . and banks have prospered. Banking strategists will be sorely tempted to delay electronic payments ventures, which often have lower margins, so as to prolong the rich returns they now enjoy from paper-based operations. To the extent that banks help hasten the electronic revolution, the logic goes, they are hastening the obsolescence of their own prized systems, built up over decades. While we sympathize with that view, the raw truth is that new players and payment methods are already chipping away at the traditional paper-based payments system, and the trend is only going to grow more pronounced. By the year 2000, for example, we project that 65% of U.S. households will use some form of electronic bill payment, up from 38% in 1995. Measured by volume, electronic payments could comprise almost 50% of total non-cash payments, compared with roughly 34% today. Senior managers can either participate in the transition, facilitating customer migrations while developing new skills and business propositions, or they can bury their heads in paper, and let new electronic payments players make wholesale inroads with consumers, businesses and government entities. bai.org