EXHIBIT 2.2

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

- -------------------------------------------
)
In re: ) Chapter 11
)
AXISTEL COMMUNICATIONS, INC., ) Case No. 01-10005 (RJN)
NOVO NETWORKS GLOBAL SERVICES, INC., )
NOVO NETWORKS INTERNATIONAL SERVICES, INC., ) Jointly Administered
E.VOLVE TECHNOLOGY GROUP, INC., )
NOVO NETWORKS OPERATING CORP., )
NOVO NETWORKS METRO SERVICES, INC. )
)
Debtors. )
)
- -------------------------------------------

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FIRST AMENDED JOINT CHAPTER 11 PLAN
BY AXISTEL COMMUNICATIONS, INC.,
ITS AFFILIATED DEBTORS AND NOVO NETWORKS, INC.
-----------------------------------------------------

THE BAYARD FIRM CONNOLLY BOVE LODGE & HUTZ LLP
222 Delaware Ave., Suite 900 1220 Market Street
Wilmington, Delaware 19801 Wilmington, DE 19801
(302) 655-5000 (302) 658-9141

ATTORNEYS FOR THE DEBTORS AND -and-
DEBTORS IN POSSESSION
WHITE & CASE LLP
200 South Biscayne Boulevard, Suite 4900
Miami, Florida 33131
(305) 371-2700

ATTORNEYS FOR NOVO NETWORKS, INC.
Dated: January 15, 2002

TABLE OF CONTENTS

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Page
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ARTICLE I. DEFINITIONS AND INTERPRETATION .................................................................. 1

1.1. Definitions ............................................................................... 1
1.2. Interpretation ............................................................................ 9
1.3. Application of Definitions and Rules of Construction Contained in the
Bankruptcy Code ........................................................................... 10
1.4. Other Terms ............................................................................... 10
1.5. Appendices and Plan Documents ............................................................. 10
1.6. Higher and Better Offers .................................................................. 10

ARTICLE II. CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS .................................................. 10

2.1. Claims and Equity Interests Classified .................................................... 10
2.2. Administrative Claims and Tax Claims ...................................................... 11
2.3. Claims and Equity Interests ............................................................... 11
(a) Class 1: Priority Claims .............................................................. 11
(b) Class 2: Secured Claims ............................................................... 11
(c) Class 3: Unsecured Claims ............................................................. 11
(d) Class 4: Equity Interests ............................................................. 11
2.4. Separate Plans ............................................................................ 11
2.5. Separate Classification of Secured Claims ................................................. 11

ARTICLE III. ............................................................................................... 12

ARTICLE III. IDENTIFICATION OF IMPAIRED CLASSES OF CLAIMS AND
EQUITY INTERESTS .............................................................................. 12

3.1. Unimpaired Classes of Claims and Equity Interests ......................................... 12
3.2. Impaired Classes of Claims and Equity Interests ........................................... 12
3.3. Impairment Controversies .................................................................. 12

ARTICLE IV. PROVISIONS FOR TREATMENT OF CLAIMS AND EQUITY
INTERESTS UNDER THE PLAN ....................................................................... 12

4.1. Treatment of Claims and Equity Interests .................................................. 12

ARTICLE V. PROVISIONS FOR TREATMENT OF UNCLASSIFIED CLAIMS
UNDER THE PLAN .................................................................................. 14

5.1. Treatment of Administrative Claims ........................................................ 14
5.2. Treatment of Tax Claims ................................................................... 15

ARTICLE VI. ACCEPTANCE OR REJECTION OF THE PLAN; EFFECT OF
REJECTION BY ONE OR MORE CLASSES OF CLAIMS OR EQUITY
INTERESTS ...................................................................................... 15

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6.1. Classes Entitled to Vote .................................................................. 15
6.2. Class Acceptance Requirement .............................................................. 15
6.3. Confirmation Without Acceptance by All Impaired Classes ................................... 15

ARTICLE VII. MEANS FOR IMPLEMENTATION OF THE PLAN .......................................................... 16

7.1. The Qwest Litigation ...................................................................... 16
7.2. The Auction ............................................................................... 16
7.3. The Trust ................................................................................. 16
7.4. Continued Corporate Existence of the Debtors .............................................. 17
7.5. Management ................................................................................ 17
7.6. Initial Boards of Directors ............................................................... 17
7.7. Officers .................................................................................. 17
7.8. The New Charters and the New By-Laws ...................................................... 18
7.9. Causes of Action .......................................................................... 18
7.10. Settlement ................................................................................ 18
7.11. Appointment of the Disbursing Agent ....................................................... 19
7.12. Sources of Cash for Plan Distributions .................................................... 19
7.13. Investment of Funds Held by the Disbursing Agent; Tax Reporting by the
Disbursing Agent .......................................................................... 19
7.14. Distributions under the Plan .............................................................. 19
7.15. Timing of Distributions under the Plan .................................................... 20
7.16. Address for Delivery of Distributions under the Plan ...................................... 20
7.17. Distributions under Twenty-Five Dollars ................................................... 20
7.18. Time Bar to Cash Payments ................................................................. 20
7.19. Manner of Payment under the Plan .......................................................... 20
7.20. Expenses Incurred on or after the Effective Date and Claims of the
Disbursing Agent .......................................................................... 21
7.21. Fractional Distributions .................................................................. 21
7.22. Corporate Action .......................................................................... 21
7.23. Effectuating Documents and Further Transactions ........................................... 21

ARTICLE VIII. PROCEDURES FOR RESOLVING AND TREATING CONTESTED
CLAIMS ................................................................................... 22

8.1. Objection Deadline ........................................................................ 22
8.2. Prosecution of Contested Claims ........................................................... 22
8.3. Claims Settlement Guidelines .............................................................. 22
8.4. No Distributions Pending Allowance ........................................................ 23
8.5. Distributions After Allowance ............................................................. 23
8.6. Estimation of Claims ...................................................................... 23

ARTICLE IX. CONDITIONS PRECEDENT TO CONFIRMATION OF THE PLAN
AND THE OCCURRENCE OF THE EFFECTIVE DATE .................................................. 23

9.1. Conditions Precedent to Confirmation ...................................................... 23
9.2. Conditions Precedent to the Occurrence of the Effective Date .............................. 24
9.3. Waiver of Conditions ...................................................................... 24

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9.4. Effect of Non-Occurrence of the Effective Date ............................................ 24

ARTICLE X. THE DISBURSING AGENT ............................................................................ 24

10.1. Powers and Duties ......................................................................... 24
10.2. Distributions ............................................................................. 25
10.3. Exculpation ............................................................................... 25

ARTICLE XI. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED
LEASES .................................................................................... 25

11.1. Rejection of Executory Contracts and Unexpired Leases ..................................... 25
11.2. Claims Arising from Rejection or Termination .............................................. 26

ARTICLE XII. RETENTION OF JURISDICTION ..................................................................... 26

ARTICLE XIII. MISCELLANEOUS PROVISIONS ..................................................................... 28

13.1. Payment of Statutory Fees ................................................................. 28
13.2. Satisfaction of Claims .................................................................... 28
13.3. Third Party Agreements; Subordination ..................................................... 28
13.4. Exculpation ............................................................................... 28
13.5. Title to Assets; Discharge of Liabilities ................................................. 29
13.6. Surrender and Cancellation of Instruments ................................................. 29
13.7. Notices ................................................................................... 29
13.8. Headings .................................................................................. 30
13.9. Governing Law ............................................................................. 30
13.10. Expedited Determination ................................................................... 31
13.11. Exemption from Transfer Taxes ............................................................. 31
13.12. Retiree Benefits .......................................................................... 31
13.13. Notice of Entry of Confirmation Order and Relevant Dates .................................. 31
13.14. No Interest or Attorneys' Fees ............................................................ 31
13.15. Modification of the Plan .................................................................. 31
13.16. Revocation of Plan ........................................................................ 32
13.17. Setoff Rights ............................................................................. 32
13.18. Subordination/Avoidance Rights Against the Debtors ........................................ 32
13.19. Compliance with Tax Requirements .......................................................... 32
13.20. Recognition of Guaranty Rights ............................................................ 33
13.21. Compliance with All Applicable Laws ....................................................... 33
13.22. Injunctions ............................................................................... 33
13.23. Binding Effect ............................................................................ 34
13.24. Severability .............................................................................. 34

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iii

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

AxisTel Communications, Inc. ("AxisTel"), Novo Networks Global
Services, Inc. ("NNGSI"), Novo Networks International Services, Inc. ("NNISI"),
e.Volve Technology Group, Inc. ("e.Volve"), Novo Networks Operating Corp.
("NNOC"), Novo Networks Metro Services, Inc. ("NNMSI," and collectively with
AxisTel, NNSGI, NNISI, e.Volve and NNOC, the "Debtors"), as debtors and debtors
in possession, and Novo Networks, Inc. ("NNI" and collectively with the Debtors,
the "Proponents") hereby collectively and jointly propose the following joint
chapter 11 plan:

ARTICLE I.

DEFINITIONS AND INTERPRETATION

1.1. DEFINITIONS.

The capitalized terms used herein shall have the respective
meanings set forth below:

(a) "Administrative Claim" means a Claim incurred by a Debtor (or
its Estate) on or after the Petition Date and before the Effective Date
for a cost or expense of administration in the Chapter 11 Cases entitled
to priority under sections 503(b) and

507(a)(l) of the Bankruptcy Code, including, without limitation, Fee
Claims and the DIP Claims.

(b) "Affiliate" means, with respect to any Person, all Persons that
would fall within the definition assigned to such term in section 101(2)
of the Bankruptcy Code, if such Person was a debtor in a case under the
Bankruptcy Code.

(i) with respect to any Claim, except for a Claim that
is an Administrative Claim, means such Claim (A) to the extent it
is listed in the Schedules as undisputed, liquidated and not
contingent and is not a Contested Claim as of the Effective Date;
(B) to the extent it is set forth pursuant to any stipulation or
agreement that has been approved by Final Order; (C) to the extent
it is a Contested Claim as of the Effective Date, proof of which
was filed timely with the Bankruptcy Court, and (I) as to which no
objection was filed by the Objection Deadline, unless the
Bankruptcy Court determines that such Claim is to be determined in
a forum other than the Bankruptcy Court, in which case such Claim
shall not become Allowed until determined by Final Order of such
other forum and allowed by Final Order of the Bankruptcy Court; or
(II) as to which an objection was filed by the Objection Deadline,
to the extent allowed by a Final Order; or (D) which otherwise
becomes an Allowed Claim as provided in the Plan; and

(ii) with respect to an Administrative Claim, means an
Administrative Claim that has become "Allowed" pursuant to the
procedures set forth in Section 5.1 of the Plan.

(d) "Assets" means all of the Debtors' right, title and interest of
any nature in property, wherever located, as specified in section 541 of
the Bankruptcy Code.

(e) "Auction" means the auction process pursuant to which the
Debtors' Assets (excluding the Litigation Assets and the Qwest Litigation
Claim) shall be offered for sale and sold.

(f) "Available Proceeds" means, with respect to any Debtor, the sum
of the amount of Net Consideration such Debtor or the Trust, as
applicable, receives as provided in the Plan from (A) the Auction with
respect to such Debtor's Assets, (B) such Debtor's Litigation Assets, (C)
such Debtor's Qwest Litigation Proceeds, if applicable, and (D) the
liquidation of such Debtor's Residual Assets, less the Reserve Amount and
an amount sufficient to pay in Cash in full all Allowed Secured Claims,
Allowed Administrative Claims, Allowed Tax Claims and Allowed Priority
Claims.

(g) "Avoidance Actions" means all claims, rights, and Causes of
Action in favor of the Estates that arise under the Bankruptcy Code,
including, but not limited to, all preference, fraudulent transfer, and
other avoidance claims, rights, and Causes of Action arising under chapter
5 of the Bankruptcy Code (excluding the Qwest Litigation Claim).

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(h) "AxisTel" means AxisTel Communications, Inc., a Delaware
corporation, as Debtor and Debtor in Possession in Jointly Administered
Case No. 01-10005 (RJN).

(i) "AxisTel Debtors" means collectively, AxisTel, NNGSI, NNISI and
NNMSI.

(j) "Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as
amended and codified at title 11 of the United States Code and as
applicable to the Chapter 11 Cases.

(k) "Bankruptcy Court" means the Bankruptcy Court unit of the
United States District Court for the District of Delaware, or such other
court having jurisdiction over the Chapter 11 Cases.

(l) "Bankruptcy Rules" means the Federal Rules of Bankruptcy
Procedure, as prescribed by the United States Supreme Court pursuant to
section 2075 of title 28 of the United States Code and as applicable to
the Chapter 11 Cases.

(m) "Bar Date Notice" means the Notice of Bar Dates for Filing
Proofs of Claim Against the Debtors, as approved by Final Order dated
August 15, 2001.

(n) "Business Day" means any day on which commercial banks are open
for business in New York, New York.

(o) "Cash" means legal tender of the United States of America or
readily marketable direct obligations of, or obligations guaranteed by,
the United States of America, commercial paper of domestic corporations
carrying a Moody's Rating of "A" or better, or equivalent rating of any
other nationally recognized rating service, or interest-bearing
certificates of deposit or other similar obligations of domestic banks or
other financial institutions having a shareholders' equity or equivalent
capital of not less than Two Hundred Million Dollars ($200,000,000),
having maturities of not more than one (1) year, at the then best
generally available rates of interest for like amounts and like periods.

(p) "Causes of Action" means all claims, rights, actions, causes of
action, liabilities, obligations, suits, debts, remedies, dues, sums of
money, accounts, reckonings, bonds, bills, specialties, covenants,
contracts, controversies, agreements, promises, variances, trespasses,
damages or judgments, whether known or unknown and whether asserted or
unasserted.

(q) "Chapter 11 Cases" means the cases under chapter 11 of the
Bankruptcy Code pending before the Bankruptcy Court with respect to each
of the Debtors.

(r) "Claim" means (i) any right to payment from a Debtor, whether
or not such right is known or unknown, reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
legal, equitable, secured, or unsecured; (ii) any right to an equitable
remedy for breach of performance if such breach gives rise to a right of
payment from a Debtor, whether or not such right to an equitable

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remedy is known or unknown, reduced to judgment, fixed, contingent,
matured, unmatured, disputed, undisputed, secured, or unsecured or (iii)
any right under section 502(h) of the Bankruptcy Code.

(s) "Confirmation Date" means the date on which the Clerk of the
Bankruptcy Court enters the Confirmation Order.

(t) "Confirmation Hearing" means the hearing held by the Bankruptcy
Court, as it may be continued from time to time, on confirmation of the
Plan.

(u) "Confirmation Order" means the order of the Bankruptcy Court
confirming the Plan.

(v) "Contested Claim" means a Claim (A) to the extent it is listed
in the Schedules as disputed, contingent, or unliquidated, in whole or in
part; (B) that is listed in the Schedules as undisputed, liquidated, and
not contingent and as to which a proof of claim has been filed with the
Bankruptcy Court, to the extent the proof of claim amount exceeds the
scheduled amount; (C) that is not listed in the Schedules, but as to which
a proof of claim has been filed with the Bankruptcy Court; or (D) as to
which an objection has been filed on or before the Effective Date;
provided, that a Claim that is Allowed by Final Order or pursuant to the
Plan on or before the Effective Date shall not be a Contested Claim.

(w) "Debtors" means collectively, AxisTel, e.Volve, NNGSI, NNISI,
NNMSI and NNOC.

(x) "Debtors in Possession" means the Debtors, each in its
respective capacity as a debtor in possession pursuant to sections 1107(a)
and 1108 of the Bankruptcy Code.

(y) "DIP Claims" means the Claims of the DIP Lender under the DIP
Facility and the DIP Order, including, without limitation, principal,
interest and the fees and costs of counsel to the DIP Lender in connection
with the Chapter 11 Cases.

(z) "DIP Credit Agreement" means the Credit & Guaranty Agreement
between the Debtors and the DIP Lender, dated as of July 30, 2001, as
approved by the DIP Order, together with all documents, instruments,
agreements and amendments executed or entered into in connection
therewith, and any amendments thereto.

(aa) "DIP Facility" means the debtor-in-possession secured
financing facility provided to the Debtors by the DIP Lender pursuant to
the DIP Credit Agreement, as approved by the DIP Order.

(bb) "DIP Lender" means NNI, in its capacity as lender under the
DIP Facility.

(cc) "DIP Order" means the Final Order of the Bankruptcy Court
approving the DIP Facility, and any subsequent Final Order of the
Bankruptcy Court relating to the DIP Facility.

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(dd) "Disallowed," when used with respect to a Claim, means a
Claim, or such portion of a Claim, that has been disallowed by a Final
Order.

(ee) "Disbursing Agent" means the Trustee, in which capacity, it
shall (i) make the Distributions contemplated under the Plan, the
Confirmation Order, or any other relevant Final Order, and (ii) perform
any other act or task that is or may be delegated to the Disbursing Agent
under the Plan.

(ff) "Disclosure Statement" means the disclosure statement
respecting the Plan, as approved by the Bankruptcy Court as containing
adequate information in accordance with section 1125 of the Bankruptcy
Code, all exhibits and annexes thereto and any amendments or modifications
thereof.

(gg) "Distribution" means the payment or distribution under the
Plan of property or interests in property to the holders of Allowed Claims
or Equity Interests. Unless otherwise agreed by the holder of an Allowed
Claim any payment in Cash to be made by the Disbursing Agent shall be
made, at the election of the Disbursing Agent, by check drawn on a
domestic bank or by wire transfer from a domestic bank.

(hh) "Distribution Date" means, with respect to any Claim, the
Effective Date, if such Claim is then an Allowed Claim, or the 30th day
after such Claim becomes Allowed, if not Allowed on the Effective Date.

(ii) "Effective Date" means a date selected by the Proponents which
is no later than ten (10) business days after all of the conditions
specified in Section 9.2 have been satisfied or waived.

(jj) "Equity Interest" means any ownership or equity interest in
any of the Debtors, including without limitation, interests evidenced by
common or preferred stock, warrants, options, or other rights to purchase
any ownership or equity interest in any of the Debtors.

(kk) "Estate" means the estate of any Debtor created by section 541
of the Bankruptcy Code upon the commencement of the Chapter 11 Cases.

(ll) "Estimated Claims Order" means any order of the Bankruptcy
Court estimating any Claim or the aggregate amount of all Claims in any
class created under the Plan to aid in the confirmation of the Plan, or
the calculation of distributions under the Plan.

(mm) "e.Volve" means e.Volve Technology Group, Inc., a Nevada
corporation, as Debtor and Debtor in Possession in Jointly Administered
Case No. 01-10005 (RJN).

(nn) "e.Volve Claim" means the Unsecured Claim of e.Volve against
AxisTel in the approximate amount of $1,500,000.

(oo) "e.Volve Residual Consideration" means the Available Proceeds
received by e.Volve but only to the extent such consideration exceeds the
aggregate amount of all

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Allowed Unsecured Claims against e.Volve.

(pp) "Fee Application" means an application of a Professional
Person under section 330 or 503 of the Bankruptcy Code for final allowance
of compensation and reimbursement of expenses incurred in the Chapter 11
Cases from the Petition Date to the Effective Date.

(qq) "Fee Claim" means a Claim that is the subject of a Fee
Application filed in the Chapter 11 Cases.

(rr) "Final Order" means (i) an order or judgment of the Bankruptcy
Court or any other court or adjudicative body as to which the time to
appeal, petition for certiorari, or move for reargument or rehearing has
expired and as to which no appeal, petition for certiorari, or other
proceedings for reargument or rehearing shall then be pending, or (ii) in
the event that an appeal, writ of certiorari, reargument, or rehearing
thereof has been sought, such order of the Bankruptcy Court or any other
court or adjudicative body shall have been affirmed by the highest court
to which such order was appealed, or certiorari has been denied, or from
which reargument or rehearing was sought, and the time to take any further
appeal, petition for certiorari or move for reargument or rehearing shall
have expired; provided, that no order shall fail to be a Final Order
solely because of the possibility that a motion pursuant to Rule 60 of the
Federal Rules of Civil Procedure or Bankruptcy Rule 9024 may be filed with
respect to such order.

(ss) "Internal Revenue Code" means the Internal Revenue Code of
1986, as amended, and any applicable rulings, regulations (including
temporary and proposed regulations) promulgated thereunder, judicial
decisions, and notices, announcements, and other releases of the United
States Treasury Department or the IRS.

(tt) "IRS" means the United States Internal Revenue Service.

(uu) "Litigation Assets" means Claims and Causes of Action of the
Debtors (including Avoidance Actions but excluding the Qwest Litigation
Claim) as of the Effective Date.

(vv) "Net Consideration" means the total consideration (excluding
assumed obligations) received from the sale or disposition of any Asset
pursuant to the Plan, less the reasonable costs and expenses incurred in
connection therewith.

(ww) "Net Qwest Litigation Proceeds" means the amount received by
each Debtor with respect to its Qwest Litigation Claim less any fees,
costs and amounts advanced, including without limitation, all fees and
costs and amounts advanced to Special Counsel in connection with the
prosecution of the Qwest Litigation Claim as provided in Section 7.1.

(xx) "New By-Laws" means the by-laws of the Debtors, as amended and
restated in accordance with Section 7.8. The New By-Laws will be filed
with the Bankruptcy Court as Plan Documents.

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(yy) "New Secured Note" means the secured note to be issued by NNOC
under the Plan and filed with the Bankruptcy Court as a Plan Document
which (A) shall be in the aggregate principal amount equal to any
deficiency under the DIP Facility as of the Effective Date, (B) shall bear
interest at the rate provided in the DIP Credit Agreement, (C) shall be
secured by a first priority security interest in, and lien on, the Trust
Assets, and (D) shall be repaid first in full in Cash from the Net
Consideration received from the post-Effective Date liquidation of the
Trust Assets.

(zz) "NNGSI" means Novo Networks Global Services, Inc., a Delaware
corporation, as Debtor and Debtor in Possession in Jointly Administered
Case No. 0110005 (RJN).

(aaa) "NNI" means Novo Networks, Inc., a Delaware corporation,
which is the owner of 100% of the Equity Interests in NNOC.

(bbb) "NNISI" means Novo Networks International Services, Inc., a
Delaware corporation, as Debtor and Debtor in Possession in Jointly
Administered Case No. 0110005 (RJN).

(ccc) "NNMSI" means Novo Networks Metro Services, Inc., a Delaware
corporation, as Debtor and Debtor in Possession in Jointly Administered
Case No. 0110005 (RJN).

(ddd) "NNOC" means Novo Networks Operating Corp., a Delaware
corporation, as Debtor and Debtor in Possession in Jointly Administered
Case No. 0110005 (RJN).

(eee) "NNOC Residual Consideration" means the e.Volve Residual
Consideration (excluding any repayment of advances set forth in Section
7.1); but only to the extent such consideration exceeds the aggregate
amount of all Allowed Unsecured Claims against NNOC.

(fff) "Objection Deadline" means the deadline for filing objections
to Claims as set forth in Section 8.1.

(ggg) "Person" means an individual, corporation, partnership, joint
venture, trust, estate, unincorporated association, unincorporated
organization, governmental entity, or political subdivision thereof, or
any other entity.

(hhh) "Petition Date" means the date on which the Chapter 11 Cases
were commenced; which in the case of the AxisTel Debtors, e.Volve and NNOC
was July 30, 2001 and, in the case of NNMSI, was September 14, 2001.

(iii) "Plan" means this chapter 11 plan, either in its present form
or as it may be amended, supplemented, or otherwise modified from time to
time, and the exhibits and schedules to the foregoing, as the same may be
in effect at the time such reference becomes operative.

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(jjj) "Plan Documents" means the documents that aid in effectuating
the Plan as specifically identified as such herein and filed with the
Bankruptcy Court as specified in Section 1.5.

(kkk) "Post-Confirmation Interest" means simple interest at the
rate of 6.00% per annum or such other rate as the Bankruptcy Court may
determine at the Confirmation Hearing is appropriate, such interest to
accrue from the Effective Date, or, in the case of a Contested Claim, the
date of entry of a Final Order allowing such Contested Claim.

(lll) "Priority Claim" means any Claim to the extent such Claim is
entitled to priority in right of payment under section 507(a) of the
Bankruptcy Code, other than Secured Claims, Administrative Claims, and Tax
Claims.

(mmm) "Professional Person's and Person retained or to be
compensated for services rendered or costs incurred on or after the
Petition Date and on or prior to the Effective Date pursuant to sections
327, 328, 330, 503(b), or 1103 of the Bankruptcy Code in these Chapter 11
Cases.

(nnn) "Pro Rata Share" means the proportion that the amount an
Allowed Claim bears to the aggregate amount of all Claims in a particular
class, including Contested Claims, but not including Disallowed Claims,
(i) as calculated by the Disbursing Agent on or before any Distribution
Date; or (ii) as determined by the Bankruptcy Court in an Estimated Claims
Order, if such an order is sought and obtained.

(ooo) "Qwest" means Qwest Communications Corporation, a Delaware
corporation, and its Affiliates.

(ppp) "Qwest Litigation Claim" means with respect to each of the
AxisTel Debtors, e.Volve and NNI, each of its respective Claims and Causes
of Action against Qwest as of the Effective Date.

(qqq) "Qwest Litigation Proceeds" means with respect to each of the
AxisTel Debtors and e.Volve, two-thirds (2/3) of such Debtor's Net Qwest
Litigation Proceeds.

(rrr) "Reserve Amount" means the amount of Available Proceeds up to
$200,000 to be held in reserve by the Disbursing Agent on the Effective
Date in accordance with Section 7.20 of the Plan.

(sss) "Residual Assets" means the Assets of the Debtors (excluding
the Litigation Assets and the Qwest Litigation Claim) which are not sold
or otherwise disposed of pursuant to the Auction.

(ttt) "Schedules" means the schedules of assets and liabilities and
the statements of financial affairs filed by the Debtors with the
Bankruptcy Court, as required by section 521 of the Bankruptcy Code and
the Official Bankruptcy Forms of the Bankruptcy Rules, as such schedules
and statements may be amended by the Debtors in Possession from time to
time in accordance with Bankruptcy Rule 1009.

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(uuu) "Secured Claim" means (i) a Claim (other than the DIP Claims)
secured by a Lien on any Assets, which Lien is valid, perfected, and
enforceable under applicable law and is not subject to avoidance under the
Bankruptcy Code or applicable non-bankruptcy law, and which is duly
established in the Chapter 11 Cases, but only to the extent of the value
of the holder's interest in the collateral that secures payment of the
Claim; (ii) a Claim against the Debtors that is subject to a valid right
of recoupment or setoff under section 553 of the Bankruptcy Code, but only
to the extent of the Allowed amount subject to recoupment or setoff as
provided in section 506(a) of the Bankruptcy Code; and (iii) a Claim
allowed under the Plan as a Secured Claim.

(vvv) "Settlement" means the compromise and settlement set forth in
Section 7.10.

(www) "Settlement Proceeds" means 50% of the NNOC Residual
Consideration.

(xxx) "Special Counsel" means counsel retained by the Debtors and
NNI to prosecute the Qwest Litigation Claim.

(yyy) "Tax Claim" means a Claim against any of the Debtors that is
of a kind specified in section 507(a)(8) of the Bankruptcy Code.

(zzz) "Trust" means the trust to be established on the Effective
Date of the Plan and settled with the Trust Assets.

(aaaa) "Trustee" means the Person selected by the Debtors to serve
as Trustee of the Trust and to administer the Trust Assets in accordance
with the Plan. It is anticipated that Executive Sounding Board Associates
Inc. ("ESBA") will serve as Trustee.

(bbbb) "Trust Assets" means the Residual Assets, the Litigation
Assets and the Debtors' Qwest Litigation Claim.

(cccc) "Unsecured Claim" means any Claim other than DIP Claims,
Secured Claims (up to the Allowed amount subject to recoupment or setoff
as provided in section 506(a) of the Bankruptcy Code), Administrative
Claims, Priority Claims and Tax Claims.

(dddd) "Voting Procedures Order" means the Final Order of the
Bankruptcy Court approving procedures relating to the solicitation and
tabulation of votes with respect to the Plan.

1.2. INTERPRETATION.

Unless otherwise specified, all section, article, and exhibit
references in the Plan are to the respective section in, article of, or exhibit
to, the Plan, as the same may be amended, waived, or modified from time to time.
Words denoting the singular number shall include the plural number and vice
versa, and words denoting one gender shall include the other gender. The
Disclosure Statement may be referred to for purposes of interpretation to the
extent any term or provision of the Plan is determined by the Bankruptcy Court
to be ambiguous.

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1.3. APPLICATION OF DEFINITIONS AND RULES OF CONSTRUCTION CONTAINED IN THE
BANKRUPTCY CODE.

Words and terms defined in section 101 of the Bankruptcy Code
shall have the same meaning when used in the Plan, unless a different definition
is given in the Plan. The rules of construction contained in section 102 of the
Bankruptcy Code shall apply to the construction of the Plan.

1.4. OTHER TERMS.

The words "herein," "hereof," "hereto," "hereunder," and others
of similar import refer to the Plan as a whole and not to any particular
section, subsection, or clause contained in the Plan. A term used herein that is
not defined herein shall have the meaning ascribed to that term, if any, in the
Bankruptcy Code.

1.5. APPENDICES AND PLAN DOCUMENTS.

All appendices to the Plan and the Plan Documents are
incorporated into the Plan by this reference and are a part of the Plan as if
set forth in full herein. All Plan Documents shall be filed with the Clerk of
the Bankruptcy Court not less than ten (10) days prior to the commencement of
the Confirmation Hearing. Holders of Claims and Equity Interests may obtain a
copy of the Plan Documents, once filed, by a written request sent to the
following address:

THE BAYARD FIRM
222 Delaware Avenue
Suite 900
Wilmington, DE 19801
Attention: Eric M. Sutty, Esq.

1.6. HIGHER AND BETTER OFFERS.

All features of the Plan are subject to higher and better
offers.

ARTICLE II.

CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS

2.1. CLAIMS AND EQUITY INTERESTS CLASSIFIED.

For purposes of organization, voting and all confirmation
matters, except as otherwise provided herein, all Claims (except for
Administrative Claims and Tax Claims) and all Equity Interests shall be
classified as set forth in this Article II of the Plan.

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2.2. ADMINISTRATIVE CLAIMS AND TAX CLAIMS.

As provided in section 1123(a)(1) of the Bankruptcy Code,
Administrative Claims and Tax Claims shall not be classified for purposes of
voting or receiving distributions under the Plan. Rather, all such Claims shall
be treated separately as unclassified Claims on the terms set forth in Article V
of the Plan.

2.3. CLAIMS AND EQUITY INTERESTS.

The Plan classifies the Claims against and Equity Interests in
each Debtor as follows: EXCEPT FOR THE AXISTEL DEBTORS (OTHER THAN NNISI), THE
CLAIMS AGAINST AND EQUITY INTERESTS IN EACH DEBTOR SHALL BE TREATED SEPARATELY,
FOR ALL PURPOSES UNDER THE PLAN. THE AXISTEL DEBTORS (OTHER THAN NNISI) SHALL BE
SUBSTANTIVELY CONSOLIDATED FOR VOTING AND DISTRIBUTION PURPOSES UNDER THE PLAN.

(a) Class 1: Priority Claims

(b) Class 2: Secured Claims

(d) Class 4: Equity Interests

2.4. SEPARATE PLANS.

Although the Plan has been filed as a joint plan for all of the
Debtors for purposes of administrative convenience and efficiency, the Plan
constitutes a separate chapter 11 plan for each of the Debtors, except with
respect to the AxisTel Debtors (other than NNISI), which shall be substantively
consolidated for voting and distribution purposes under the Plan. Voting on the
Plan, confirmation of the Plan, and Distributions under the Plan will be
considered and accomplished on a debtor-by-debtor basis, except that such
matters shall be considered and accomplished by substantive consolidation with
respect to the AxisTel Debtors (other than NNISI). With respect to voting,
substantive consolidation means that in tabulating the votes of each voting
class, the ballots cast by the holders of claims against or equity interests in
AxisTel, NNGSI and NNMSI shall be combined. With respect to distributions,
substantive consolidation means (i) all assets of AxisTel, NNGSI and NNMSI shall
be pooled together and available for distribution to creditors and equityholders
of such Debtors, and (ii) each claim against AxisTel, NNGSI and NNMSI shall be
deemed a single claim against such Debtors.

2.5. SEPARATE CLASSIFICATION OF SECURED CLAIMS.

Although Secured Claims against each Debtor have been placed in
one class for purposes of convenience, each Secured Claim shall be treated as
though in a separate class for purposes of voting and receiving distributions
under the Plan.

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ARTICLE III.

IDENTIFICATION OF IMPAIRED
CLASSES OF CLAIMS AND EOUITY INTERESTS

3.1. UNIMPAIRED CLASSES OF CLAIMS AND EQUITY INTERESTS.

Class 1 -- Priority Claims and Class 2 - Secured Claims against
each of the Debtors are not impaired under the Plan.

3.2. IMPAIRED CLASSES OF CLAIMS AND EQUITY INTERESTS.

With the exception of Class 1 - Priority Claims and Class 2 -
Secured Claims, all classes of Claims against and Equity Interests in each of
the Debtors are impaired under the Plan.

3.3. IMPAIRMENT CONTROVERSIES.

If a controversy arises as to whether any Claim or Equity
Interest, or any class of Claims or Equity Interests, is impaired under the
Plan, the Bankruptcy Court shall, after notice and a hearing, determine such
controversy.

ARTICLE IV.

PROVISIONS FOR TREATMENT OF CLAIMS
AND EOUITY INTERESTS UNDER THE PLAN

4.1. TREATMENT OF CLAIMS AND EQUITY INTERESTS.

The classes of Claims against and Equity Interests in each of
the Debtors shall be treated under the Plan as follows:

(a) Class 1 -- Priority Claims. As to each of the Debtors, each
holder of an Allowed Priority Claim shall be unimpaired under the Plan
and, pursuant to section 1124 of the Bankruptcy Code, all of the legal,
equitable and contractual rights of each holder of an Allowed Priority
Claim in respect of such Claim shall be fully reinstated and retained
as though the Chapter 11 Cases had not been filed, except as provided
in section 1124(2)(A)-(C) of the Bankruptcy Code, and the holders of
such Allowed Priority Claims shall be paid in full.

(b) Class 2 -- Secured Claims. As to each of the Debtors, each
holder of an Allowed Secured Claim shall be unimpaired under the Plan
and, pursuant to section 1124 of the Bankruptcy Code, all of the legal,
equitable and contractual rights of each holder of an Allowed Secured
Claim in respect of such Claim shall be fully reinstated and retained
as though the Chapter 11 Cases had not been filed, except as provided
in section 1124(2)(A)-(C) of the Bankruptcy Code, and the holder of
such Allowed Secured Claims shall be paid in full.

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follows:

(i) e.Volve Unsecured Claims, Each holder of an
Allowed Unsecured Claim against e.Volve shall receive on the
Distribution Date, a Pro Rata Share of e.Volve's Available
Proceeds (in the form of Cash and/or beneficial interests in
the Trust), until such Allowed Claim has been paid in full.

(ii) NNOC Unsecured Claims. Each holder of an Allowed
Unsecured Claim against NNOC shall receive on the Distribution
Date, a Pro Rata Share of (A) NNOC's Available Proceeds (in
the form of Cash and/or beneficial interests in the Trust),
and (B) the e.Volve Residual Consideration, until such Allowed
Claim has been paid in full.

(iii) AxisTel Debtors (other than NNISI) Unsecured
Claims. Each holder of an Allowed Unsecured Claim against the
AxisTel Debtors (other than NNISI) shall receive on the
Distribution Date, a Pro Rata Share of (A) the Available
Proceeds (in the form of Cash and/or beneficial interests in
the Trust) of the AxisTel Debtors (other than NNISI) and (B)
the Settlement Proceeds of the AxisTel Debtors (other than
NNISI), until such Allowed Claim has been paid in full.

(iv) NNISI Unsecured Claims. Each holder of an
Allowed Unsecured Claim against NNISI shall receive on the
Distribution Date, a Pro Rata Share of (A) the Available
Proceeds (in the form of Cash and/or beneficial interests in
the Trust) of NNISI and (B) the Settlement Proceeds of NNISI,
until such Allowed Claim has been paid in full.

(d) Class 4 - Equity Interests. Equity Interests in each
of the Debtors shall be treated as follows:

(i) e.Volve Equity Interests. NNOC, as the holder of
100% of the Allowed Equity Interests in e.Volve, will receive
the e.Volve Residual Consideration on the Distribution Date on
account of such Equity Interests and shall retain its
ownership interests under the Plan.

(ii) NNGSI, NNISI and NNMSI Equity Interests.
AxisTel, as the holder of 100% of the Allowed Equity interests
in NNGSI, NNISI and NNMSI, shall retain its ownership
interests under the Plan.

(iii) AxisTel Equity Interests. NNOC, as the holder
of 100% of the Allowed Equity Interests in AxisTel, shall
retain its ownership interests under the Plan.

(iv) NNOC Equity Interests. NNI, as the holder of
100% of the Allowed Equity Interests in NNOC, shall retain its
ownership interests under the Plan.

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ARTICLE V.

PROVISIONS FOR TREATMENT
OF UNCLASSIFIED CLAIMS UNDER THE PLAN

5.1. TREATMENT OF ADMINISTRATIVE CLAIMS.

All Administrative Claims shall be treated as follows:

(a) Time for Filing Administrative Claims. Subject to this
Court's fixing of an initial bar date for Administrative Claims that
accrued through a date prior to the Effective Date, the holder of an
Administrative Claim, other than (i) the DIP Claims, (ii) a Fee Claim,
(iii) a liability incurred and payable in the ordinary course of
business by a Debtor (and not past due), or (iv) an Administrative
Claim that has been Allowed on or before the Effective Date, must file
with the Bankruptcy Court and serve on the Debtors and the Office of
the United States Trustee, notice of such Administrative Claim within
twenty (20) days after service of notice of entry of the Confirmation
Order. Such notice must include at a minimum (A) the name of the holder
of the Claim, (B) the amount of the Claim, and (C) the basis of the
Claim. FAILURE TO FILE AND SERVE SUCH NOTICE TIMELY AND PROPERLY SHALL
RESULT IN THE ADMINISTRATIVE CLAIM BEING FOREVER BARRED AND DISCHARGED.

(b) Time for Filing Fee Claims. Each Professional Person shall
be required to file with the Bankruptcy Court, and serve on all parties
required to receive notice, a Fee Application within forty-five (45)
days after the Effective Date. THE FAILURE TO FILE TIMELY AND SERVE
SUCH FEE APPLICATION SHALL RESULT IN THE FEE CLAIM BEING FOREVER BARRED
AND DISCHARGED.

(c) Allowance of Administrative Claims. The DIP Claims shall be
allowed in the full amount contemplated by the DIP Credit Agreement and
the DIP Order as of the Effective Date. An Administrative Claim with
respect to which notice has been properly filed and served pursuant to
Section 5.1(a) shall become an Allowed Administrative Claim if no
objection is filed within one hundred and eighty (180) days after the
Effective Date, or such later date as may be approved by the Bankruptcy
Court on motion of a party in interest, without notice or a hearing. If
an objection is filed within such 180-day period (or any extension
thereof), the Administrative Claim shall become an Allowed
Administrative Claim only to the extent allowed by Final Order. An
Administrative Claim with respect to which a Fee Application has been
properly filed pursuant to Section 5.1(b) shall become an Allowed
Administrative Claim only to the extent allowed by Final Order.

(d) Payment of Allowed Administrative Claims. On the
Distribution Date, each holder of an Allowed Administrative Claim shall
receive (i) the amount of such holder's Allowed Claim in one Cash
payment, or (ii) such other treatment as may be agreed upon in writing
by the Debtors and such holder; provided, that an Administrative Claim
representing a liability incurred in the ordinary course of business of
the Debtors may be paid at the Debtors' election in the ordinary course
of business. On the Effective

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Date of the Plan, the DIP Lender shall receive the New Secured Note to
the extent of any deficiency under the DIP Facility.

5.2. TREATMENT OF TAX CLAIMS.

At the election of the Debtors, each holder of an Allowed Tax
Claim shall receive in full satisfaction of such holder's Allowed Tax Claim, (a)
the amount of such holder's Allowed Tax Claim, with Post-Confirmation Interest
thereon, in equal annual Cash payments on each anniversary of the Effective
Date, until the sixth anniversary of the date of assessment of such Tax Claim
(provided that the Disbursing Agent may prepay the balance of any such Allowed
Tax Claim at any time without penalty); (b) a lesser amount in one Cash payment
as may be agreed upon in writing by such holder; or (c) such other treatment as
may be agreed upon in writing by such holder. The Confirmation Order shall
constitute and provide for an injunction by the Bankruptcy Court as of the
Effective Date against any holder of a Tax Claim from commencing or continuing
any action or proceeding against any responsible person or officer or director
of the Debtors that otherwise would be liable to such holder for payment of a
Tax Claim so long as no default has occurred with respect to such Tax Claim
under this Section 5.2.

ARTICLE VI.

ACCEPTANCE OR REJECTION OF THE PLAN;
EFFECT OF REJECTION BY ONE OR MORE
CLASSES OF CLAIMS OR EQUITY INTERESTS

6.1. CLASSES ENTITLED TO VOTE.

The holders of Unsecured Claims in Class 3 of the Plan and
Equity Interests in Class 4 of the Plan, in each case, with respect to each of
the Debtors, shall be entitled to vote to accept or reject the Plan. Claims in
Classes 1 and 2 against each of the Debtors are unimpaired and are deemed to
have accepted the Plan.

6.2. CLASS ACCEPTANCE REQUIREMENT.

Only holders of Claims that are of record and as to which an
objection is not pending as set forth in the Voting Procedures Order shall be
entitled to accept or reject the Plan. A class of Claims shall have accepted the
Plan if it is accepted by at least two-thirds (2/3) in amount and more than
one-half (1/2) in number of the Allowed Claims in such class that have voted on
the Plan.

6.3. CONFIRMATION WITHOUT ACCEPTANCE BY ALL IMPAIRED CLASSES.

The Plan shall constitute a request that the Bankruptcy Court
confirm the Plan over the rejection of any Class entitled to vote thereon in
accordance with section 1129(b) of the Bankruptcy Code.

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ARTICLE VII.

MEANS FOR IMPLEMENTATION OF THE PLAN

7.1. THE QWEST LITIGATION.

On the Effective Date, the Trustee (on behalf of the AxisTel
Debtors and e.Volve) and NNI shall jointly retain Special Counsel to prosecute
the Qwest Litigation Claim. NNI (on behalf of itself, the AxisTel Debtors and
e.Volve) shall provide funding up to $600,000 (or such other additional amount
as agreed to by NNI in writing) to fund the prosecution of the Qwest Litigation
Claim. For purposes of the Plan, the amounts advanced by NNI on behalf of the
AxisTel Debtors and e.Volve shall be advanced as contributions to the capital of
NNOC by NNI and contribution to the capital of the AxisTel Debtors and e.Volve
by NNOC (or its designee). For purposes of the Plan, (A) up to $200,000 of such
funding to the Trust shall be deemed to have been advanced by e.Volve in
exchange for NNI (as e.Volve's designee) receiving the repayment of the amount
advanced by it to fund the prosecution of e.Volve's Qwest Litigation Claim and
one-third (1/3) of the Net Qwest Litigation Proceeds and (B) up to $200,000 of
such funding to the Trust shall be deemed to have been advanced by the AxisTel
Debtors in exchange for NNI (as the AxisTel Debtors' designee) receiving
repayment of the amount advanced by it to fund the prosecution of the AxisTel
Debtors' Qwest Litigation Claim and one-third (1/3) of the Net Qwest Litigation
Proceeds. Notwithstanding anything contained herein to the contrary, the
proceeds of any judgment or award against Qwest will be distributed between NNI
and the Trustee (on behalf of e.Volve and the AxisTel Debtors) based upon the
Claim or Cause of Action which gave rise to such judgment or award; provided
that to the extent any judgment or award is unallocated or any settlement is for
a lump sum amount, the net proceeds (after reimbursement of the funding provided
by NNI herein) shall be distributed (A) one-third (1/3) to NNI, (B) one-third to
the Trust in respect of e.Volve's Qwest Litigation Claim, and (C) one-third
(1/3) to the Trust in respect of the AxisTel Debtors' Qwest Litigation Claim.
Any settlement must be approved by NNI and the Trustee, and any disputes arising
under this Section 7.1 shall be resolved by Final Order of the Bankruptcy Court.

7.2. THE AUCTION.

In connection with the plan confirmation process, the Debtors
shall seek an order or orders from the Bankruptcy Court, which may be the
Confirmation Order, approving and authorizing the sale pursuant to sections 105,
363(f), 365 and/or 1123(a) of the Bankruptcy Code of the Assets to the bidder(s)
who submit the highest and best bids, as determined by the Debtors in the
exercise of their sound business judgment. It is contemplated that the sales of
the Assets pursuant to the Auction shall be consummated on or before the
Effective Date and the Net Consideration therefrom will be distributed pursuant
to the Plan. NNI reserves its right to credit bid at the Auction as provided by
section 363(k) of the Bankruptcy Code.

7.3. THE TRUST.

On the Effective Date, the Trust will be established for the
benefit of holders of Allowed Claims against the Debtors and will be settled
with the Trust Assets. The Trustee shall be appointed by the Debtors, and the
identity of the Trustee shall be disclosed no later than fifteen

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(15) days before the date of the Confirmation Hearing. It is anticipated that
ESBA will serve as Trustee. The Trustee shall administer the Trust Assets and
maintain a separate accounting with respect to each Debtor. Distributions will
be made to holders of Allowed Claims against the Debtors from the Trust Assets
in accordance with the Plan and the Plan Documents.

7.4. CONTINUED CORPORATE EXISTENCE OF THE DEBTORS.

Each of the Debtors shall continue to exist after the Effective
Date as separate corporate entities, with all corporate powers, in accordance
with the laws of Delaware and pursuant to the New Charters and the New By-Laws,
which shall become effective upon the occurrence of the Effective Date provided
that following the liquidation of the Residual Assets, the AxisTel Debtors and
e.Volve may be liquidated and dissolved and each of their interests in the Trust
shall be distributed to and become the property of NNOC. All of the Debtors'
Assets shall be transferred, conveyed and assigned in accordance with the terms
of the Auction, the Plan Documents and the Plan, as applicable, on the Effective
Date.

Upon the occurrence of the Effective Date, title to all of the
Assets of the Debtors shall vest in the Debtors, the Trust or any bidder whose
bid is accepted pursuant to the Auction, as applicable, free and clear of all
liens, Claims, interests, security interests and other encumbrances, except as
expressly provided in the Plan. Except as otherwise provided in the Plan, the
Debtors may operate their business and may use, acquire and dispose of their
Assets free of any restrictions of the Bankruptcy Code on and after the
occurrence of the Effective Date.

7.5. MANAGEMENT.

Upon the occurrence of the Effective Date, the respective
management, control, and operation of the Debtors shall be the general
responsibility of the management of the Debtors. Entry of the Confirmation Order
shall ratify and approve all actions taken by the boards of directors of the
Debtors from the Petition Date through and until the Effective Date.

7.6. INITIAL BOARDS OF DIRECTORS.

The initial boards of directors of the Debtors shall be
composed of the individuals identified to serve in such capacities no later than
fifteen (15) days prior to the Confirmation Hearing. From and after the
Effective Date, the members of the board of directors of the Debtors shall be
selected and determined in accordance with the provisions of the New Charters
and the New By-Laws.

7.7. OFFICERS.

The Persons identified no later than fifteen (15) days prior to
the commencement of the Confirmation Hearing to serve as the initial officers of
the Debtors shall commence service in such capacities on the Effective Date in
accordance with their respective employment agreements, if any, and applicable
nonbankruptcy law. Subject to any applicable employment agreements and
applicable nonbankruptcy law, from and after the Effective Date, the officers of
the Debtors shall be selected and appointed by the respective boards of
directors of the Debtors, in accordance with, and pursuant to, the provisions of
applicable law and the New Charters and the New By-Laws.

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7.8. THE NEW CHARTERS AND THE NEW BY-LAWS.

Upon the occurrence of the Effective Date, the charters and
bylaws of each of the Debtors shall be amended and restated in substantially the
form of the New Charters and the New By-Laws, to, among other things, (a)
prohibit the issuance of nonvoting equity securities as required by
section 1123(a)(6) of the Bankruptcy Code, subject to further amendment of such
New Charters as permitted by applicable law, and (b) otherwise effectuate the
provisions of the Plan.

7.9. CAUSES OF ACTION.

Except as otherwise provided in the Plan, all Causes of Action
assertable by any of the Debtors, including but not limited to Avoidance Actions
and the Debtors' Qwest Litigation Claim, shall be retained by, and be vested in,
the Debtors or the Trust, as applicable, in accordance with the Plan, upon the
occurrence of the Effective Date. Except as otherwise provided in the Plan, the
Debtors' rights to commence such Causes of Action (including Avoidance Actions
and the Qwest Litigation Claim) shall be preserved notwithstanding consummation
of the Plan or transfer of such Causes in Action to the Trust. The Trust, as
successor to the Debtors, shall be subrogated to the rights of the Debtors with
respect to such Causes of Action and shall be authorized and approved to assert
such Causes of Action in the name of the Debtors and/or the Trust without
further order of the Bankruptcy Court. Any net recovery realized by the Trust on
account of such Causes of Action shall be the property of the Trust and
distributed in accordance with the Plan and the Plan Documents. Upon the
occurrence of the Effective Date, all Claims and Causes of Action of the Debtors
against the directors, officers and employees of the Debtors who served in such
capacities after the Petition Date and were not terminated by the Debtors after
the Petition Date (which may be asserted by the Debtors and/or the Trust
directly for their own benefit or derivatively for the benefit of any Person)
shall be waived, released and forever discharged.

PARTIES IN INTEREST, INCLUDING WITHOUT LIMITATION CREDITORS,
MAY NOT RELY ON THE ABSENCE OF A REFERENCE IN THE DISCLOSURE STATEMENT OR THE
PLAN AS ANY INDICATION THAT THE DEBTORS WILL NOT PURSUE ANY AND ALL AVAILABLE
CAUSES OF ACTION AGAINST THEM. THE DEBTORS AND THE DEBTORS' ESTATES EXPRESSLY
RESERVE ALL RIGHTS TO PROSECUTE ANY AND ALL CAUSES OF ACTION AGAINST THIRD
PARTIES, WHETHER OR NOT REFERENCED IN THE DISCLOSURE STATEMENT OR PLAN.

7.10. SETTLEMENT.

In accordance with section 1123(b)(3) of the Bankruptcy Code
and Bankruptcy Rule 9019, in consideration of, among other things (a) the
settlement of any and all intercompany claims by or against each of the
Proponents as of the Effective Date (except as otherwise provided in the Plan),
(b) the payment of the Settlement Proceeds to the AxisTel Debtors, (c) the
release of the e.Volve Claim against the AxisTel Debtors in the approximate
amount of $1.5 million (which is a prepetition unsecured claim), (d) the
retention of the AxisTel Equity Interests by NNOC pursuant to the Plan, (e) the
DIP Financing by NNI necessary for administration of the Chapter 11 Cases and
consummation of the Plan, (f) funding by NNI of the prosecution of the Qwest
Litigation Claim as provided by Section 7.1, and (g) other good and valuable
consideration, without which this Plan could not be confirmed and consummated,
on

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the Effective Date, each Proponent shall be conclusively and irrevocably deemed
to have released any and all Claims and Causes of Action of such Proponent, on
the one hand, against each other Proponent and each of their respective
subsidiaries, officers, directors, employees, agents, representatives, advisors,
attorneys, successors and assigns, on the other hand, based in whole or in part
on any act, omission, event, circumstance, condition or thing that occurred or
existed prior to the Effective Date; provided however, Claims and Causes of
Action of the Debtors against the directors, officers and employees of the
Debtors who did not serve in such capacities after the Petition Date or were
terminated by the Debtors after the Petition Date shall be preserved in
accordance with Section 7.9. As set forth in Section 13.22, on the Effective
Date, all Persons who have been, are, or may be holders of Claims against or
Equity Interests in the Debtors and their subsidiaries shall be enjoined from
taking any action against or affecting the Proponents, the Estates, or the
Assets with respect to such Claims or Equity Interests (other than to enforce
provisions of the Plan). Entry of the Confirmation Order shall constitute
approval of the Settlement and authorize the parties to take all actions that
are necessary or appropriate to implement and give effect to the Settlement.

7.11. APPOINTMENT OF THE DISBURSING AGENT.

Upon the occurrence of the Effective Date, the Trustee shall be
appointed to serve as the Disbursing Agent.

7.12. SOURCES OF CASH FOR PLAN DISTRIBUTIONS.

All Cash necessary for the Disbursing Agent to make payments
and Distributions pursuant to the Plan shall be obtained from existing Cash
balances, and the Net Consideration from the disposition of the Assets pursuant
to the Plan.

7.13. INVESTMENT OF FUNDS HELD BY THE DISBURSING AGENT; TAX REPORTING BY THE
DISBURSING AGENT.

The Disbursing Agent may, but shall not be required to, invest
any funds held by the Disbursing Agent pending the distribution of such funds
pursuant to the Plan in investments that are exempt from federal, state, and
local taxes. Subject to definitive guidance from the IRS or a court of competent
jurisdiction to the contrary (including the receipt by the Disbursing Agent of a
private letter ruling if the Disbursing Agent so requests one, or the receipt of
an adverse determination by the IRS upon audit if not contested by the
Disbursing Agent), the Disbursing Agent shall (a) treat the funds and other
property held by it as held in a single trust for federal income tax purposes in
accordance with the trust provisions of the Internal Revenue Code (sections 641
et seq.), and (b) to the extent permitted by applicable law, report consistently
with the foregoing for state and local income tax purposes.

7.14. DISTRIBUTIONS UNDER THE PLAN.

The Disbursing Agent shall make all Distributions required
under the Plan. Whenever any Distribution to be made under this Plan shall be
due on a day other than a Business Day, such Distribution shall instead be made,
without interest, on the immediately succeeding Business Day, but shall be
deemed to have been made on the date due. For federal income tax purposes, a
Distribution will be allocated to the principal amount of a Claim first and

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then, to the extent the Distribution exceeds the principal amount of the Claim,
to the portion of the Claim representing accrued but unpaid interest.

7.15. TIMING OF DISTRIBUTIONS UNDER THE PLAN.

Except for Distributions to holders of Allowed DIP Claims on
the Effective Date pursuant to Section 5.1(d), any Distribution to be made
pursuant to the Plan shall be deemed to have been timely made if made within ten
(10) days after the time therefor specified in the Plan.

7.16. ADDRESS FOR DELIVERY OF DISTRIBUTIONS UNDER THE PLAN.

Subject to Bankruptcy Rule 9010, any Distribution or delivery
to a holder of an Allowed Claim or Equity interest shall be made at the address
of such holder as set forth on the proof of Claim filed by such holder (or at
the last known address of such holder if no proof of claim is filed or if the
Disbursing Agent or the Debtors, as the case may be, have been notified of a
change of address). If any holder's Distribution or payment is returned to the
Disbursing Agent as undeliverable, no Distributions or payments to such holder
shall be made to such holder unless the Disbursing Agent is notified of such
holder's then current address within three months after such Distribution or
payment was returned. After such date, if such notice was not provided, a holder
shall have forfeited its right to such Distribution or payment, and the
undeliverable Distributions or payment shall be distributed to other holders
pursuant to their respective Pro Rata Share pursuant to the Plan.

7.17. DISTRIBUTIONS UNDER TWENTY-FIVE DOLLARS.

No Distribution of less than twenty-five dollars ($25.00) shall
be made by the Disbursing Agent to the holder of any Claim unless a request
therefor is made in writing to the Disbursing Agent. If no request is made as
provided in the preceding sentence, all such Distributions shall revert to the
Debtors.

7.18. TIME BAR TO CASH PAYMENTS.

Checks issued in respect of Allowed Claims shall be null and
void if not negotiated within one hundred and eighty (180) days after the date
of issuance thereof. Requests for reissuance of any check shall be made directly
to the Disbursing Agent by the holder of the Allowed Claim with respect to which
such check originally was issued. Any claim in respect of such a voided check
shall be made on or before the later of (a) the first anniversary of the date on
which such Distribution or payment was made and (b) one hundred and eighty (180)
days after the date of the issuance of such check. If no claim is made as
provided in the preceding sentence, all Claims in respect of void checks shall
be discharged and forever bared and such unclaimed Distributions or payments
shall revert to the Debtors or the Trust, as applicable.

7.19. MANNER OF PAYMENT UNDER THE PLAN.

Unless the Person receiving a Distribution agrees otherwise,
any Distribution to be made in Cash under the Plan shall be made, at the
election of the Disbursing Agent, by check drawn on a domestic bank or by wire
transfer from a domestic bank.

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7.20. EXPENSES INCURRED ON OR AFTER THE EFFECTIVE DATE AND CLAIMS OF THE
DISBURSING AGENT.

On the Effective Date, the Reserve Amount shall be established
to fund the costs and expenses incurred (or to be incurred) by the Disbursing
Agent in connection with effectuation of the Plan. Except as otherwise ordered
by the Bankruptcy Court or as provided herein, the amount of any reasonable fees
and expenses incurred (or to be incurred) by the Disbursing Agent on or after
the Effective Date (including, but not limited to, taxes) may be withheld from
the amounts to be distributed by the Disbursing Agent until such expenses are
satisfied in full. Consequently, amounts actually received by holders of Allowed
Claims may be less than the gross distributions provided for under the Plan by
the amount withheld for the payment of the Disbursing Agent's reasonable fees
and expenses incurred by the Disbursing Agent, or its agents. Professional fees
and expenses incurred by the Disbursing Agent from and after the Effective Date
in connection with the effectuation of the Plan shall be paid in the ordinary
course of business. Any dispute regarding compensation shall be resolved by
agreement of the parties or if the parties are unable to agree, as determined by
the Bankruptcy Court.

7.21. FRACTIONAL DISTRIBUTIONS.

Notwithstanding anything to the contrary contained herein, no
Cash payments of fractions of cents will be made. Fractional cents shall be
rounded to the nearest whole cent.

7.22. CORPORATE ACTION.

On the Effective Date, the adoption of the New Charters, the
filing by the Debtors of the New Charters and the adoption of the New By-Laws,
as contemplated by Section 7.8, shall be authorized and approved in all
respects, in each case without further action under applicable law, regulation,
order, or rule, including, without express or implied limitation, any action by
the stockholders or directors of the Debtors. On the Effective Date or as soon
thereafter as is practicable, the Debtors shall file with the Secretary of State
of the State of Delaware their New Charters. On the Effective Date, any other
matters provided under the Plan involving the corporate structure of the Debtors
or corporate action by the Debtors shall be deemed to have occurred, be
authorized, and shall be in effect from and after the Effective Date without
requiring further action under applicable law, regulation, order, or rule,
including, without express or implied limitation, any action by the stockholders
or directors of the Debtors.

7.23. EFFECTUATING DOCUMENTS AND FURTHER TRANSACTIONS

Each of the officers of the Debtors is authorized, in
accordance with his or her authority under the resolutions of the boards of
directors, to execute, deliver, file, or record such contracts, instruments,
releases, indentures, and other agreements or documents and take such actions as
may be necessary or appropriate to effectuate and further evidence the terms and
conditions of the Plan and any notes or securities issued pursuant to the Plan.

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ARTICLE VIII.

PROCEDURES FOR RESOLVING
AND TREATING CONTESTED CLAIMS

8.1. OBJECTION DEADLINE.

As soon as practicable, but in no event later than one hundred and
eighty (180) days after the Effective Date (subject to being extended by the
Bankruptcy Court upon motion of the Disbursing Agent without notice or a
hearing), objections to Claims shall be filed with the Bankruptcy Court and
served upon the holders of each of the Claims to which objections are made.

8.2. PROSECUTION OF CONTESTED CLAIMS.

The Disbursing Agent may object to the allowance of Claims filed with
the Bankruptcy Court with respect to which liability is disputed in whole or in
part. All objections that are filed and prosecuted as provided herein shall be
litigated to Final Order or compromised and settled in accordance with Section
8.3.

8.3. CLAIMS SETTLEMENT GUIDELINES.

Notwithstanding any requirements that may be imposed pursuant to
Bankruptcy Rule 9019, from and after the Effective Date, all Claims and Causes
of Action (including Avoidance Actions and the Qwest Litigation Claim) that any
of the Debtors and/or the Trust have asserted against other parties may be
compromised and settled according to the following procedures:

(a) Subject to subsection 8.3(c) hereof, the following
settlements or compromises do not require the review or approval of the
Bankruptcy Court or any other party in interest:

(i) The settlement or compromise of a Claim pursuant
to which such Claim is Allowed in an amount of $100,000 or
less; and

(ii) The settlement or compromise of a Claim where
the difference between the amount of the Claim listed on the
Debtors' Schedules and the amount of the Claim proposed to be
Allowed under the settlement is $100,000 or less;

(b) The Debtors' Qwest Litigation Claim may be compromised and
settled in accordance with Section 7.1; and

(i) Any settlement or compromise not described in
subsection 8.3(a) or subsection 8.3(b) hereof; and

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(ii) Any settlement or compromise of a Claim or a
claim asserted by one or more of the Debtors that involves an
"insider," as defined in section 101(31) of the Bankruptcy
Code.

8.4. NO DISTRIBUTIONS PENDING ALLOWANCE.

Notwithstanding any other provision of the Plan, no payment or
Distribution shall be made with respect to any Claim to the extent it is a
Contested Claim, unless and until such Contested Claim becomes an Allowed Claim,
subject to the Debtors' setoff fights as provided in Section 13.17.

8.5. DISTRIBUTIONS AFTER ALLOWANCE.

Payments and Distributions to each holder of a Contested Claim, to the
extent that such Claim ultimately becomes Allowed, shall be made in accordance
with the provision of the Plan governing the class of Claims to which the
respective holder belongs.

8.6. ESTIMATION OF CLAIMS.

The Disbursing Agent may, at any time, request that the Bankruptcy
Court estimate any Contested Claim pursuant to section 502(c) of the Bankruptcy
Code regardless of whether the Disbursing Agent has previously objected to such
Claim or whether the Bankruptcy Court has ruled on any such objection, and the
Bankruptcy Court will retain jurisdiction to estimate any Claim at any time
during litigation concerning any objection to any Claim, including during the
pendency of any appeal relating to any such objection. In the event that the
Bankruptcy Court estimates any Contested Claim, that estimated amount will
constitute either the allowed amount of such Claim or a maximum limitation on
such Claim, as determined by the Bankruptcy Court. If the estimated amount
constitutes a maximum limitation on such Claim, the Disbursing Agent may elect
to pursue any supplemental proceedings to object to any ultimate payment on such
Claim. All of the objection, estimation, settlement, and resolution procedures
set forth in the Plan are cumulative and not necessarily exclusive of one
another. Claims may be estimated and subsequently compromised, settled,
withdrawn or resolved by any mechanism approved by the Bankruptcy Court.

ARTICLE IX.

CONDITIONS PRECEDENT TO
CONFIRMATION OF THE PLAN AND
THE OCCURRENCE OF THE EFFECTIVE DATE

9.1. CONDITIONS PRECEDENT TO CONFIRMATION.

The following are conditions precedent to confirmation of the Plan:

(a) The Clerk of the Bankruptcy Court shall have entered an
order or orders, which may be the Confirmation Order, approving the
Plan Documents, authorizing the Debtors to execute, enter into, and
deliver the Plan Documents and to execute, implement, and to take all
actions otherwise necessary or appropriate to give effect to, the

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transactions contemplated by the Plan and the Plan Documents,
including, without limitation, consummating the sales and transactions
contemplated by the Auction and the Plan Documents.

(b) The Confirmation Order, the Plan Documents and the Plan
shall be, in form and substance, acceptable to the Proponents.

9.2. CONDITIONS PRECEDENT TO THE OCCURRENCE OF THE EFFECTIVE DATE.

The following are conditions precedent to the occurrence of the
Effective Date:

(a) The Confirmation Order shall have been entered by the Clerk
of the Bankruptcy Court, be in full force and effect and not be subject
to any stay or injunction.

(b) All necessary consents, authorizations and approvals shall
have been given for the transfers of property and the payments provided
for or contemplated by the Plan, including, without limitation,
satisfaction or waiver of all conditions to the obligations of the
Proponents under the Plan and the Plan Documents.

9.3. WAIVER OF CONDITIONS.

The Proponents may waive any of the conditions set forth in Sections
9.1 and 9.2 in a writing executed by each of them.

9.4. EFFECT OF NON-OCCURRENCE OF THE EFFECTIVE DATE.

If the Effective Date shall not occur notwithstanding Section 9.3, the
Plan shall be null and void and nothing contained in the Plan or the Disclosure
Statement shall: (a) constitute a waiver or release of any Claims or Equity
Interests; (b) prejudice in any manner the rights of the Proponents; or (c)
constitute an admission, acknowledgement, offer or undertaking by the
Proponents.

ARTICLE X.

TILE DISBURSING AGENT

10.1. POWERS AND DUTIES.

Pursuant to the terms and provisions of the Plan, the Disbursing Agent
shall be empowered and directed to (a) take all steps and execute all
instruments and documents necessary to make Distributions to holders of Allowed
Claims; (b) make distributions contemplated by the Plan; (c) comply with the
Plan and the obligations thereunder; (d) employ, retain, or replace
professionals to represent it with respect to its responsibilities; (e) object
to Claims as specified in Article VIII hereof, and prosecute such objections;
(f) compromise and settle any issue or dispute regarding the amount, validity,
priority, treatment, or Allowance of any Claim as provided in Article VIII
hereof; (g) make annual and other periodic reports regarding the status of
distributions under the Plan to the holders of Allowed Claims that are

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outstanding at such time; such reports to be made available upon request to the
holders of any Contested Claim; and (h) exercise such other powers as may be
vested in the Disbursing Agent pursuant to the Plan, the Plan Documents or order
of the Bankruptcy Court.

10.2. DISTRIBUTIONS.

Pursuant to the terms and provisions of the Plan, the Disbursing Agent
shall on the Distribution Date, make the required Distributions specified under
the Plan. To the extent all or a portion of a Contested Claim becomes an Allowed
Claim subsequent to the Effective Date, the Disbursing Agent shall distribute to
the holder of such Contested Claim the applicable Distribution within thirty
(30) days of such Contested Claim becoming an Allowed Claim.

10.3. EXCULPATION.

Except as otherwise provided in this Section 10.3, the Disbursing
Agent, together with its officers, directors, employees, agents, and
representatives, are hereby exculpated by all Persons, holders of Claims and
Equity Interests, and all other parties in interest, from any and all Causes of
Action, and other assertions of liability (including breach of fiduciary duty)
arising out of the discharge of the powers and duties conferred upon the
Disbursing Agent by the Plan, any Final Order of the Bankruptcy Court entered
pursuant to or in the furtherance of the Plan, or applicable law, except solely
for actions or omissions arising out of the Disbursing Agent's willful
misconduct or gross negligence. No holder of a Claim or an Equity Interest, or
representative thereof, shall have or pursue any claim or cause of action (a)
against the Disbursing Agent or its officers, directors, employees, agents, and
representatives for making payments or Distributions in accordance with the
Plan, or for liquidating the Remaining Estate Assets to make Distributions under
the Plan, or (b) against any holder of a Claim for receiving or retaining
payments or transfers of assets as provided for by the Plan. Nothing contained
in this Section 10.3 shall preclude or impair any holder of an Allowed Claim
from bringing an action in the Bankruptcy Court against the Debtor to compel the
making of Distributions contemplated by the Plan on account of such Claim.

ARTICLE XI.

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

11.1. REJECTION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES.

Any executory contracts or unexpired leases of any of the Debtors that
have not been approved by the Bankruptcy Court on or prior to the Confirmation
Date for assumption and assignment by any of the Debtors shall be deemed to have
been rejected by the Debtors. The Plan shall constitute a motion to reject such
executory contracts and unexpired leases, and the Debtors shall have no
liability thereunder except as is specifically provided in the Plan. The
Confirmation Order shall constitute approval of such rejections pursuant to
section 365(a) of the Bankruptcy Code and a finding by the Bankruptcy Court that
each such rejected executory contract or unexpired lease is burdensome and that
the rejection thereof is in the best interest of the Debtors, their estates, and
all parties in interest in the Chapter 11 Cases.

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11.2. CLAIMS ARISING FROM REJECTION OR TERMINATION.

Claims created by the rejection of executory contracts or unexpired
leases or the expiration or termination of any executory contract or unexpired
lease prior to the Confirmation Date must be filed with the Bankruptcy Court and
served on the Debtors (a) in the case of an executory contract or unexpired
lease rejected by the Debtors prior to the Confirmation Date, in accordance with
the Bar Date Notice, or (b) in the case of an executory contract or unexpired
lease that (i) was terminated or expired by its terms prior to the Confirmation
Date, or (ii) is deemed rejected pursuant to Section 11.1, no later than thirty
(30) days after the Confirmation Date. Any Claims for which a proof of claim is
not filed and served within such time will be forever barred from assertion and
shall not be enforceable against the Debtors, their estates, assets, properties,
or interests in property. Unless otherwise ordered by the Bankruptcy Court, all
such Claims that are timely filed as provided herein shall be treated as
Unsecured Claims under the Plan subject to objection by the Debtors.

ARTICLE XII.

RETENTION OF JURISDICTION

12.1. Pursuant to sections 105(a) and 1142 of the Bankruptcy Code, the
Bankruptcy Court shall retain and shall have exclusive jurisdiction over any
matter (a) arising under the Bankruptcy Code, (b) arising in or related to the
Chapter 11 Cases or the Plan, or (c) that relates to the following:

(i) To hear and determine any and all motions or applications
pending on the Confirmation Date or thereafter brought in accordance
with Article XI hereof for the assumption and/or assignment or
rejection of executory contracts or unexpired leases to which any of
the Debtors is a party or with respect to which any of the Debtors may
be liable, and to hear and determine any and all Claims resulting
therefrom or from the expiration or termination of any executory
contract or unexpired lease;

(ii) To determine any and all adversary proceedings,
applications, motions, and contested or litigated matters that may be
pending on the Effective Date or that, pursuant to the Plan, may be
instituted by the Disbursing Agent or the Trustee, as applicable, after
the Effective Date, including, without express or implied limitation,
any application to the Bankruptcy Court relating to any claims to avoid
any preferences, fraudulent transfers, or other voidable transfers, or
otherwise to recover assets for the benefit of the Debtors;

(iii) To hear and determine any objections to the allowance of
Claims, whether filed, asserted, or made before or after the Effective
Date, including, without express or implied limitation, to hear and
determine any objections to the classification of any Claim and to
allow, disallow or estimate any Contested Claim in whole or in part;

(iv) To issue such orders in aid of execution of the Plan to
the extent authorized or contemplated by section 1142 of the Bankruptcy
Code;

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(v) To consider any modifications of the Plan, remedy any
defect or omission, or reconcile any inconsistency in any order of the
Bankruptcy Court, including, without limitation, the Confirmation
Order;

(vi) To hear and determine all applications for allowances of
compensation and reimbursement of expenses of professionals under
sections 330 and 331 of the Bankruptcy Code and any other fees and
expenses authorized to be paid or reimbursed under the Plan or the
Bankruptcy Code;

(vii) To hear and determine all controversies, suits, and
disputes that may relate to, impact upon, or arise in connection with
the Plan, the Settlement, the Auction or the Plan Documents or their
interpretation, implementation, enforcement, or consummation;

(viii) To hear and determine all controversies, suits, and
disputes that may relate to, impact upon, or arise in connection with
the Confirmation Order (and all exhibits to the Plan) or its
interpretation, implementation, enforcement, or consummation;

(ix) To the extent that Bankruptcy Court approval is required,
to consider and act on the compromise and settlement of any Claim or
cause of action by or against the Debtors' estates;

(x) To determine such other matters that may be set forth in
the Plan, or the Confirmation Order, or that may arise in connection
with the Plan, or the Confirmation Order;

(xi) To hear and determine matters concerning state, local,
and federal taxes, fines, penalties, or additions to taxes for which
the Debtors, the Debtors in Possession, or the Disbursing Agent may be
liable, directly or indirectly, in accordance with sections 346, 505,
and 1146 of the Bankruptcy Code;

(xii) To hear and determine all controversies, suits, and
disputes that may relate to, impact upon, or arise in connection with
any setoff and/or recoupment rights of the Debtors or any Person;

(xiii) To hear and determine all controversies, suits, and
disputes that may relate to, impact upon, or arise in connection with
Causes of Action of the Debtors (including Avoidance Actions) commenced
by the Disbursing Agent, the Debtors or the Trustee, as applicable,
before or after the Effective Date;

(xiv) To enter an order or final decree closing the Chapter 11
Cases;

(xv) To determine such other matters and for such other
purposes as may be provided in the Confirmation Order;

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(xvi) To issue injunctions, enter and implement other orders
or take such other actions as may be necessary or appropriate to
restrain interference by any Person with consummation, implementation
or enforcement of the Plan or the Confirmation Order; and

(xvii) To hear and determine any other matters related hereto
and not inconsistent with chapter 11 of the Bankruptcy Code.

ARTICLE XIII.

MISCELLANEOUS PROVISIONS

13.1. PAYMENT OF STATUTORY FEES.

All fees payable pursuant to section 1930 of title 28 of the United
States Code, as determined by the Bankruptcy Court at the Confirmation Hearing,
shall be paid by the Debtors on or before the Effective Date.

13.2. SATISFACTION OF CLAIMS.

The rights afforded in the Plan and the treatment of all Claims and
Equity Interests herein shall be in exchange for and in complete satisfaction,
discharge, and release of all Claims and Equity Interests of any nature
whatsoever, including any interest accrued thereon from and after the Petition
Date, against the Debtors and the Debtors in Possession, or any of their
Estates, Assets, properties, or interests in property. Except as otherwise
provided herein, on the Effective Date, all Claims against and Equity Interests
in the Debtors and the Debtors in Possession shall be satisfied, discharged, and
released in full. The Debtors shall not be responsible for any pre-Effective
Date obligations of the Debtors or the Debtors in Possession, except those
expressly assumed by any of the Debtors in the Plan. Except as otherwise
provided herein, all Persons shall be precluded and forever barred from
asserting against the Debtors, their respective successors or assigns, or their
Assets, properties, or interests in property any other or further Claims based
upon any act or omission, transaction, or other activity of any kind or nature
that occurred prior to the Effective Date, whether or not the facts of or legal
bases therefor were known or existed prior to the Effective Date.

13.3. THIRD PARTY AGREEMENTS; SUBORDINATION.

The Distributions to the various classes of Claims hereunder shall not
affect the right of any Person to levy, garnish, attach, or employ any other
legal process with respect to such Distributions by reason of any claimed
subordination rights or otherwise. All of such rights and any agreements
relating thereto shall remain in full force and effect. Distributions under the
Plan shall be subject to and modified by any Final Order directing distributions
other than as provided in the Plan.

13.4. EXCULPATION.

None of the Proponents, the Trustee, or any of their respective
officers, directors, employees, agents, representatives, advisors, attorneys,
successors and assigns shall be liable for

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any act or omission in connection with or arising out of the pursuit of
confirmation of the Plan, the consummation of the Plan, or the administration of
the Plan or the property to be distributed under the Plan, except for gross
negligence or willful misconduct as determined by Final Order of the Bankruptcy
Court, and in all respects shall be entitled to rely upon the advice of counsel
and all information provided by other exculpated persons herein without any duty
to investigate the veracity or accuracy of such information with respect to
their duties and responsibilities under the Plan.

13.5. TITLE TO ASSETS; DISCHARGE OF LIABILITIES.

Except as otherwise provided in the Plan, on the Effective Date, title
to all Assets shall vest in the Debtors, the Trust or any purchaser of such
Assets pursuant to the Auction, as applicable, free and clear of all Claims,
Equity Interests, liens, security interests, encumbrances, and other interests,
and the Confirmation Order shall be a judicial determination of discharge of the
liabilities of the Debtors, except as provided in the Plan. Except as otherwise
provided in the Plan, all holders of Claims and Equity Interests shall be
precluded from asserting against the Debtors, the Assets, or any property dealt
with under the Plan, any or other further Claim based upon any act or omission,
transaction, or other activity of any kind or nature that occurred prior to the
Confirmation Date.

13.6. SURRENDER AND CANCELLATION OF INSTRUMENTS.

Upon the occurrence of the Effective Date, except as otherwise provided
herein, all promissory notes, share certificates, instruments, indentures, or
agreements evidencing, giving rise to, or governing any Claim or Equity Interest
shall be deemed canceled and annulled without further act or action under any
applicable agreement, law, regulation, order, or rule, and the obligations of
the Debtors under such promissory notes, share certificates, instruments,
indentures, or agreements shall be discharged. At the option of the Disbursing
Agent, no Distribution hereunder shall be made to or on behalf of any holder of
any such Claim or Equity Interest, unless and until such promissory note,
instrument, security or agreement is surrendered or the unavailability thereof
is reasonably established to the satisfaction of the Disbursing Agent and such
holder of a Claim or Equity Interest executes and delivers any documents
necessary to release all encumbrances arising under any applicable security
agreement or nonbankruptcy law and such other documents as the Disbursing Agent
may reasonably request. In accordance with section 1143 of the Bankruptcy Code,
any such holder of a Claim or Equity Interest that fails to surrender or cause
to be surrendered such promissory note, instrument, security or agreement or to
execute and deliver an affidavit of loss and indemnity reasonably satisfactory
to the Disbursing Agent, and, in the event that the Disbursing Agent requests,
furnish a bond in form and substance reasonably satisfactory to the Disbursing
Agent (including, without limitation, amount), shall be deemed to have forfeited
all rights, claims, and interests and shall not participate in any Distribution
hereunder (to the extent otherwise entitled).

13.7. NOTICES.

Any notices, requests, and demands required or permitted to be provided
under the Plan, in order to be effective, shall be in writing (including,
without express or implied limitation, by facsimile transmission), and, unless
otherwise expressly provided herein, shall be

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deemed to have been duly given or made when actually delivered or, in the case
of notice by facsimile transmission, when received and telephonically confirmed,
addressed as follows:

AxisTel Communications Inc. et. al.
Attention: Chief Executive Officer
3110 Thomas Street
Dallas, Texas 75204
Telephone: (214) 979-0232
Telecopier: (214) 979-0233

and

The Bayard Finn
Attention: Jeffrey M. Schlerf, Esq.
222 Delaware Ave., 9th floor
Wilmington, DE 19899
Telephone: (302) 655-5000
Telecopier: (302) 658-6395

and

Novo Networks, Inc.
Attention: President
300 Crescent Court, Suite 1760
Dallas, TX 75201
Telephone: (214) 777-4185
Telecopier: (214) 777-4109

and

White & Case LLP
Attention: John K. Cunningham, Esq.
200 South Biscayne Boulevard
Miami, FL 33131
Telephone: (305) 371-2700
Telecopier: (305) 358-5744

13.8. HEADINGS.

The headings used in the Plan are inserted for convenience only, and
neither constitute a portion of the Plan nor in any manner affect the
construction of the provisions of the Plan.

13.9. GOVERNING LAW.

Unless a rule of law or procedure is supplied by federal law (including
the Bankruptcy Code and the Bankruptcy Rules), the laws of the State of
Delaware, without giving effect to the conflicts of laws principles thereof,
shall govern the construction of the Plan and any

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agreements, documents, and instruments executed in connection with the Plan,
except as otherwise expressly provided in such instruments, agreements or
documents.

13.10. EXPEDITED DETERMINATION.

The Disbursing Agent is hereby authorized to file a request for
expedited determination under section 502(b) of the Bankruptcy Code for all tax
returns filed with respect to the Debtors.

13.11. EXEMPTION FROM TRANSFER TAXES.

Pursuant to section 1146(c) of the Bankruptcy Code, the issuance,
transfer, or exchange of notes or equity securities under the Plan, the creation
of any mortgage, deed of trust, or other security interest, the making or
assignment of any lease or sublease, or the making or delivery of any deed or
other instrument of transfer under, in furtherance of, or in connection with the
Plan, shall not be subject to any stamp, real estate transfer, mortgage
recording, or other similar tax.

13.12. RETIREE BENEFITS.

The Debtors do not provide "retiree benefits," as that term is defined
under section 1114(a) of the Bankruptcy Code. Therefore, on and after the
Effective Date, the Debtors will not pay retiree benefits.

13.13. NOTICE OF ENTRY OF CONFIRMATION ORDER AND RELEVANT DATES.

Promptly upon entry of the Confirmation Order, the Debtors shall
publish as directed by the Bankruptcy Court and serve on all known parties in
interest and holders of Claims and Equity Interests, notice of the entry of the
Confirmation Order and all relevant deadlines and dates under the Plan,
including, but not limited to, the deadline for filing notice of Administrative
Claims (Section 5.1), and the deadline for filing rejection damage claims
(Section 11.2).

13.14. NO INTEREST OR ATTORNEYS' FEES.

Except as expressly stated in the Plan, or as allowed by the Bankruptcy
Court, no interest, penalty or late charge arising after the Petition Date, and
no award or reimbursement of attorneys fees or related expenses or
disbursements, shall be allowed on, or in connection with, any Claim.

13.15. MODIFICATION OF THE PLAN.

As provided in section 1127 of the Bankruptcy Code, modification of the
Plan may be proposed in writing by the Debtors at any time before confirmation,
provided that the Plan, as modified, meets the requirements of sections 1122 and
1123 of the Bankruptcy Code, and the Debtors shall have complied with section
1125 of the Bankruptcy Code. The Debtors may modify the Plan at any time after
confirmation and before substantial consummation, provided that the Plan, as
modified, meets the requirements of sections 1122 and 1123 of the

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Bankruptcy Code and the Bankruptcy Court, after notice and a hearing, confirms
the Plan as modified, under section 1129 of the Bankruptcy Code, and the
circumstances warrant such modifications. A holder of a Claim that has accepted
or rejected the Plan shall be deemed to have accepted or rejected, as the case
may be, such Plan as modified, unless, within the time fixed by the Bankruptcy
Court, such holder changes its previous acceptance or rejection.

13.16. REVOCATION OF PLAN.

The Debtors reserve the right to revoke and withdraw the Plan as to any
Debtor prior to the occurrence of the Effective Date. If the Debtors revoke or
withdraw the Plan as to any Debtor, or if the Effective Date does not occur as
to any Debtor, then, as to such Debtor the Plan and all settlements set forth in
the Plan shall be deemed null and void and nothing contained herein shall be
deemed to constitute a waiver or release of any Claims against or equity
interests in such Debtor or to prejudice in any manner the rights of the Debtors
or any Person in any other further proceedings involving such Debtor.

13.17. SETOFF RIGHTS.

In the event that the Debtors have a claim of any nature whatsoever
against the holder of a Claim, the Debtors may, but are not required to, setoff
against the Claim (and any payments or other Distributions to be made in respect
of such Claim hereunder) the Debtors' claim against the holder, subject to the
provisions of section 553 of the Bankruptcy Code. Neither the failure to setoff
nor the allowance of any Claim under the Plan shall constitute a waiver or
release of any claims that the Debtors have against the holder of a Claim.

13.18. SUBORDINATION/AVOIDANCE RIGHTS AGAINST THE DEBTORS.

All Claims against the Debtors, based upon any claimed subordination
rights against the Debtors or rights to avoid payments or transfers of property
by the Debtors pursuant to any provision of the Bankruptcy Code or other
applicable law, shall be deemed satisfied as to the Debtors by the distributions
under the Plan to holders of Allowed Claims having such subordination rights and
any rights to avoid payments or transfers of property.

13.19. COMPLIANCE WITH TAX REQUIREMENTS.

In connection with the Plan, the Debtors and the Disbursing Agent, as
applicable, shall comply with all withholding and reporting requirements imposed
by federal, state, local, and foreign taxing authorities and all Distributions
hereunder shall be subject to such withholding and reporting requirements.
Notwithstanding the above, each holder of an Allowed Claim that is to receive a
Distribution under the Plan shall have the sole and exclusive responsibility for
the satisfaction and payment of any tax obligations imposed by any government
unit, including income, withholding and other tax obligations, on account of
such Distribution. The Disbursing Agent has the right, but not the obligation,
to not make a Distribution until such holder has made arrangements satisfactory
to the Disbursing Agent for payment of any such tax obligations. Pursuant to
section 1146(c) of the Bankruptcy Code, the issuance, transfer, or exchange of
promissory notes, equity securities, or other instruments under the Plan, the
creation of any mortgage, deed of trust, or other security interest, the making
or assignment of any lease or sublease or the making or delivery of any deed or
other instrument of

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transfer under, in furtherance of, or in connection with the Plan, including,
without limitation, any merger agreements or agreements of consolidation, deeds,
bills of sale, or assignments executed in connection with any of the
transactions contemplated under the Plan shall not be subject to any stamp, real
estate transfer, mortgage recording, or other similar tax.

13.20. RECOGNITION OF GUARANTY RIGHTS.

The classification and manner of satisfying all Claims under the Plan
take into consideration (a) the existence of guaranties by the Debtors of
obligations of other Persons, and (b) the fact that the Debtors may be joint
obligors with other Persons with respect to an obligation. All Claims against
the Debtors based upon any such guaranties or joint obligations shall be
discharged in the manner provided in the Plan; provided, that no creditor shall
be entitled to receive more than one recovery with respect to any of its Allowed
Claims.

13.21. COMPLIANCE WITH ALL APPLICABLE LAWS.

If notified by any governmental authority that it is in violation of
any applicable law, rule, regulation, or order of such governmental authority
relating to its businesses, the Debtors or the Disbursing Agent, as applicable,
shall take whatever action as may be required to comply with such law, rule,
regulation, or order; provided, that nothing contained herein shall require such
compliance if the legality or applicability of any such requirement is being
contested in good faith, and, if appropriate, an adequate reserve for such
requirement has been set aside.

13.22. INJUNCTIONS.

On the Effective Date, all Persons who have been, are, or may be
holders of Claims against or Equity Interests in the Debtors and their
subsidiaries shall be enjoined from taking any of the following actions against
or affecting the Proponents, the Estates, the Assets, the Disbursing Agent, the
Trustee, any purchaser pursuant to the Auction, or any of their respective
subsidiaries, officers, directors, employees (but only those directors, officers
or employees serving in such capacities on the last Business Day prior to the
Effective Date), agents, representatives, advisors, attorneys, successors and
assigns or their respective assets and property with respect to such Claims or
Equity Interests (other than actions brought to enforce any rights or
obligations under the Plan):

(a) commencing, conducting or continuing in any manner,
directly or indirectly, any suit, action or other proceeding of any
kind (including, without limitation, all suits, actions, and
proceedings that are pending as of the Effective Date, which must be
withdrawn or dismissed with prejudice);

(b) enforcing, levying, attaching, collecting or otherwise
recovering by any manner or means whether directly or indirectly any
judgment, award, decree or order;

(d) asserting any setoff, right of subrogation or recoupment
of any kind;

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provided, that any defenses, offsets or counterclaims which the Debtors
may have or assert in respect of the above referenced claims are fully
preserved in accordance with Section 13.17.

13.23. BINDING EFFECT.

The Plan shall be binding upon and inure to the benefit of the Debtors,
the holders of all Claims and Equity Interests, and their respective successors
and assigns. To the extent any provision of the Disclosure Statement may be
inconsistent with the terms of the Plan, the terms of the Plan shall be binding
and conclusive.

13.24. SEVERABILITY.

SHOULD THE BANKRUPTCY COURT DETERMINE THAT ANY PROVISION OF THE PLAN IS
UNENFORCEABLE EITHER ON ITS FACE OR AS APPLIED TO ANY CLAIM OR EQUITY INTEREST
OR TRANSACTION, THE DEBTORS MAY MODIFY THE PLAN IN ACCORDANCE WITH SECTION 13.15
SO THAT SUCH PROVISION SHALL NOT BE APPLICABLE TO THE HOLDER OF ANY CLAIM OR
EQUITY INTEREST. SUCH A DETERMINATION OF UNENFORCEABILITY SHALL NOT (A) LIMIT OR
AFFECT THE ENFORCEABILITY AND OPERATIVE EFFECT OF ANY OTHER PROVISION OF THE
PLAN OR (B) REQUIRE THE RESOLICITATION OF ANY ACCEPTANCE OR REJECTION OF THE
PLAN.

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Dated: January 15, 2002

Respectfully submitted,

AxisTel Communications, Inc.